Stockholders' Equity | NOTE 4 – STOCKHOLDERS’ EQUITY Preferred Stock Issuance In June 2015 , we filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Perpetual Preferred Stock (the “Certificate of Designations”) creating the Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and establishing the designations, preferences, and other rights of the Series A Preferred Stock. On June 10, 2015, we issued 363,000 shares of Series A Preferred Stock and received gross proceeds of $363 million. The Series A Preferred Stock ranks senior to our common stock with respect to dividend rights and rights on liquidation, winding-up and dissolution. The Series A Preferred Stock has a stated value of $1,000 per share, and holders of Series A Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 6.50% per annum. Holders of Series A Preferred Stock are entitled to vote together with the holders of the common stock as a single class, in each case, on an as-converted basis, except where a separate class vote of the common stockholders is required by law. Holders of Series A Preferred Stock have certain limited special approval rights, including with respect to the issuance of pari passu or senior equity securities of the Company. The Series A Preferred Stock is convertible at the option of the holders into shares of common stock at an initial conversion rate of 55.9284 shares of common stock for each share of Series A Preferred Stock, which represents an initial conversion price of approximately $17.88 per share of common stock, subject to adjustment. On or after the fifth anniversary of the initial issuance of the Series A Preferred Stock, the Company will have the option to redeem, in whole but not in part, all the outstanding shares of Series A Preferred Stock, subject to certain redemption price adjustments on the basis of the date of the conversion. We may elect to convert the Series A Preferred Stock, in whole but not in part, into the relevant number of shares of common stock on or after the 54th month after the initial issuance of the Series A Preferred Stock if the last reported sale price of the common stock has been at least 150% of the conversion price then in effect for a specified period. The conversion rate is subject to customary anti-dilution and other adjustments. Stock Options and Restricted Stock Our 2011 Omnibus Incentive Plan originally had 3 ,250,000 shares reserved for issuance under the plan. In April 2015, our shareholders approved an additional 4,250,000 shares for reservation for issuance under the plan. The plan permits the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based and cash-based awards. Since the adoption of the 2011 Omnibus Incentive Plan, the Company’s Board of Directors has periodically granted stock options , restricted stock awards, restricted stock units and performance-based stock units to directors and employees. Options and stock appreciation rights may not be granted at prices less than the fair market value of our common stock on the date of the grant, nor for a term exceeding ten years. For employees, vesting generally occurs ratably over a three to five year period on the anniversaries of the date specified in the employees’ respective stock option, restricted stock award, restricted stock unit and performance award agreement s , subject to accelerated vesting under certain circumstances set forth in the agreements. Vesting for directors generally occurs on the on e -y ear anniversary of the grant date . In February 201 5 , 514,805 shares of restricted stock, 195,082 performance unit awards and 72,259 of restricted units were granted to employees . In April and June of 2015, 171,716 and 1,198 shares of restricted stock were granted to employees. To date , before consideration of forfeitures , 3,474,3 50 shares have been granted to management, members of our Board of Directors and key employees under this plan. We expense the fair value of the stock option grants on a straight-line basis over the vesting period. A Black-Scholes option-pricing model is used to estimate the fair value of the stock options. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss in the accompanying consolidated balance sheets consists of the following (in thousands): June 30, December 31, 2015 2014 Currency translation adjustments $ (177,995) $ (136,265) Pension related adjustments Accumulated other comprehensive loss $ (178,608) $ (136,878) Earnings per Share Earnings per share are calculated in the table below (in thousands, except per share amounts). Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2015 2014 2015 2014 Net income $ 16,275 $ 39,300 $ 45,340 $ 62,820 Less: Dividends on Series A Preferred Stock - - Net income available to common stockholders $ 14,982 $ 39,300 $ 44,047 $ 62,820 Average basic shares outstanding Effect of dilutive securities Average diluted shares outstanding Net income per share: Basic $ 0.15 $ 0.39 $ 0.43 $ 0.62 Diluted $ 0.15 $ 0.38 $ 0.43 $ 0.61 Stock options , shares of restricted stock , and shares of Series A Preferred Stock are disregarded in the calculation of diluted earnings per share if they are determined to be anti-dilutive. For the three and six months ended June 30, 2015, all of the shares of the newly issued Series A Preferred Stock were anti-dilutive. For the three months ended June 30, 2015 and 2014 , we had approximately 3.9 million and 1.1 million anti-dilutive stock options, respectively. For the six months ended June 30, 2015 and 2014, we had approximately 3.9 million and 1.0 million anti-dilutive stock options, respectively. T here was no anti-dilutive restricted stock for the six months ended June 30, 2015 and 2014 . |