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Stock-Based Compensation
12 Months Ended
Dec. 31, 2012
Stock-Based Compensation [Abstract]  
Stock-Based Compensation
7. Stock-Based Compensation

 

2005 Incentive Compensation Plan

 

On May 10, 2010, our stockholders approved the Amended and Restated 2005 Incentive Compensation Plan (the “2005 Plan”) which replaced our 2003 Stock Option Plan (the “2003 Plan”) as to future grants. The 2005 Plan extends through March 2015 and allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to officers and a selected number of employees. The number of shares of Common Stock that may be issued under the 2005 Plan may not exceed 500,000 shares of Class B Common Stock, 1,500,000 shares of Class A Common Stock of which up to 500,000 shares of Class A Common Stock may be issued pursuant to incentive stock options and 500,000 Class A Common Stock issuable upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock may be granted to any employee under the 2005 Plan. However, awards denominated in Class B Common Stock may only be granted to Edward K. Christian, President, Chief Executive Officer, Chairman of the Board of Directors, and the holder of 100% of the outstanding Class B Common Stock of the Company. Stock options granted under the 2005 Plan may be for terms not exceeding ten years from the date of grant and may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant.

 

Stock-Based Compensation

 

The Company’s stock-based compensation expense is measured and recognized for all stock-based awards to employees using the estimated fair value of the award. Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award. For these awards, we have recognized compensation expense using a straight-line amortization method. Accounting guidance requires that stock-based compensation expense be based on awards that are ultimately expected to vest, therefore stock-based compensation has been adjusted for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures. For the years ended December 31, 2012, 2011 and 2010, we had $22,000, $196,000 and $567,000, respectively, of total compensation expense related to stock options. This expense is included in corporate general and administrative expense of our results of operations. The associated future income tax benefit recognized for the years ended December 31, 2012, 2011 and 2010 was $9,000, $80,000 and $231,000, respectively.

 

We calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The estimated expected volatility, expected term of options and estimated annual forfeiture rate were determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant.

 

The following summarizes the stock option transactions for the 2005 and 2003 Plans and the 1992 Stock Option Plan (the “1992 Plan”) for the year ended December 31:

 

                Weighted        
                Average        
          Weighted     Remaining     Aggregate  
    Number of     Average     Contractual     Intrinsic  
    Options     Exercise Price     Term (Years)     Value  
                         
Outstanding at January 1, 2010     517,905     $ 40.92                  
Granted                            
Exercised                            
Forfeited/canceled/expired     (125,957 )     47.61                  
Outstanding at December 31, 2010     391,948     $ 38.78       3.9     $  
                                 
Granted                            
Exercised                            
Forfeited/canceled/expired     (88,316 )     43.50                  
Outstanding at December 31, 2011     303,632     $ 37.40       3.6     $ 135,886  
                                 
Granted                            
Exercised     (9,796 )     27.26                  
Forfeited/canceled/expired     (33,176 )     61.69                  
Outstanding at December 31, 2012     260,660     $ 34.69       3.0     $ 1,253,039  
                                 
Vested and Exercisable at December 31, 2012     260,660     $ 34.69       3.0     $ 1,253,039  

 

The total intrinsic value of stock options exercised during the year ended December 31, 2012 was $72,200. Cash received from stock options exercised during the year ended December 31, 2012 was $287,600. No options were exercised during the years ended December 31, 2011 and 2010.

  

The following summarizes the non-vested stock option transactions for the 2005, 2003 and 1992 Plans for the year ended December 31:

 

          Weighted  
          Average  
    Number of     Grant Date  
    Options     Fair Value  
             
Non-vested at January 1, 2010     107,270     $ 14.81  
Granted            
Vested     (55,537 )     15.66  
Forfeited/canceled/expired     (4,860 )     13.94  
Non-vested at December 31, 2010     46,873     $ 13.88  
Granted            
Vested     (37,150 )     13.73  
Forfeited/canceled/expired     (440 )     14.48  
Non-vested at December 31, 2011     9,283     $ 14.48  
Granted            
Vested     (9,283 )     14.48  
Forfeited/canceled/expired            
Non-vested at December 31, 2012         $  

 

The following summarizes the restricted stock transactions for the year ended December 31:

 

          Weighted  
          Average  
          Grant Date  
    Shares     Fair Value  
             
Outstanding at January 1, 2010     49,824     $ 23.59  
Granted            
Vested     (18,792 )     26.94  
Forfeited/canceled/expired     (2,868 )     21.64  
Outstanding at December 31, 2010     28,164     $ 21.55  
Granted            
Vested     (14,187 )     23.46  
Forfeited/canceled/expired     (765 )     19.32  
Outstanding at December 31, 2011     13,212     $ 19.61  
Granted            
Vested     (7,641 )     20.82  
Forfeited/canceled/expired     (40 )     17.97  
Non-vested and outstanding at December 31, 2012     5,531     $ 17.97  
                 
Weighted average remaining contractual life (in years)     .5          

 

The weighted average grant date fair value of restricted stock that vested during 2012, 2011 and 2010 was $159,000, $333,000 and $506,000, respectively. The net value of unrecognized compensation cost related to unvested restricted stock awards aggregated $16,000, $127,000 and $329,000 at December 31, 2012, 2011 and 2010, respectively.

 

For the years ended December 31, 2012, 2011 and 2010 we had $110,000, $187,000 and $360,000, respectively, of total compensation expense related to restricted stock-based arrangements. The expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the years ended December 31, 2012, 2011 and 2010 was $45,000, $77,000 and $147,000, respectively.