Stockholders Equity and Stock-Based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2013 |
Stockholders Equity and Stock-Based Compensation [Abstract] | ' |
Stockholders Equity and Stock-Based Compensation [Text Block] | ' |
Stockholders' Equity and Stock-Based Compensation |
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Common Stock-We have 150,000,000 shares of authorized Class A common stock, par value $0.01 per share. We have 50,000,000 shares of authorized Class B common stock, par value $0.01 per share. On December 31, 2013, there were 24,001,780 shares of Class A common stock outstanding, 244,113 shares of Class A common stock recorded as treasury stock and 13,192,845 shares of Class B common stock outstanding. |
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Holders of Class A common stock are entitled to one vote for each share held of record and holders of Class B common stock are entitled to ten votes for each share held of record, except with respect to any “going private transaction” (generally, a transaction in which George J. Pedersen (our Chairman of the Board and CEO), his affiliates, his direct and indirect permitted transferees or a group, generally including Mr. Pedersen, such affiliates and permitted transferees, seek to buy all outstanding shares), as to which each share of Class A common stock and Class B common stock are entitled to one vote per share. The Class A common stock and the Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the election of directors, except as required by law. Holders of common stock do not have cumulative voting rights in the election of directors. |
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Stockholders are entitled to receive, when and if declared by the Board of Directors from time-to-time, such dividends and other distributions in cash, stock or property from our assets or funds legally and contractually available for such purposes subject to any dividend preferences that may be attributable to preferred stock that may be authorized. Each share of Class A common stock and Class B common stock is equal in respect of dividends and other distributions in cash, stock or property, except that in the case of stock dividends, only shares of Class A common stock will be distributed with respect to the Class A common stock and only shares of Class B common stock will be distributed with respect to Class B common stock. In no event will either Class A common stock or Class B common stock be split, divided or combined unless the other class is proportionately split, divided or combined. |
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The shares of Class A common stock are not convertible into any other series or class of securities. Each share of Class B common stock, however, is freely convertible into one share of Class A common stock at the option of the Class B stockholder. Upon the death or permanent mental incapacity of Mr. Pedersen, all outstanding shares of Class B common stock automatically convert to Class A common stock. |
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Preferred Stock-We are authorized to issue an aggregate of 20,000,000 shares of preferred stock, $0.01 par value per share, the terms and conditions of which are determined by our Board of Directors upon issuance. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of any shares of preferred stock that we may designate and issue in the future. At December 31, 2013 and 2012, no shares of preferred stock were outstanding and the Board of Directors currently has no plans to issue a series of preferred stock. |
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Accounting for Stock-Based Compensation: |
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Our 2011 Management Incentive Plan (the Plan) was designed to attract, retain and motivate key employees. Awards granted under the Plan are settled in shares of Class A common stock. At the beginning of each year, the Plan provides that the number of shares available for issuance automatically increases by an amount equal to 1.5% of the total number of shares of Class A and Class B common stock outstanding on December 31st of the previous year. On January 2, 2014, there were 557,894 additional shares made available for issuance under the Plan. Through December 31, 2013, the remaining aggregate number of shares of our common stock authorized for issuance under the Plan was 3,521,356. Through December 31, 2013, there were 4,616,309 shares of our Class A common stock that were issued and remain outstanding as a result of equity awards granted under the Plan. The Plan expires in May 2021. |
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The Plan is administered by the compensation committee of our Board of Directors, along with its delegates. Subject to the express provisions of the Plan, the committee has the Board of Directors' authority to administer and interpret the Plan, including the discretion to determine the exercise price, vesting schedule, contractual life and the number of shares to be issued. |
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Stock Compensation Expense-For the years ended December 31, 2013, 2012 and 2011, we recorded $5.2 million, $8.1 million and $9.2 million of stock-based compensation expense, respectively. No compensation expense of employees with stock awards, including stock-based compensation expense, was capitalized during the periods. For the years ended December 31, 2013, 2012 and 2011, the total recognized tax deficiency from the exercise of stock options, vested cancellations and the vesting of restricted stock were $2.3 million, $1.4 million and $0.2 million, respectively. |
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Stock Options-We typically issue options that vest over three years in equal installments beginning on the first anniversary of the date of grant. Under the terms of the Plan, the contractual life of the option grants may not exceed eight years. During the years ended December 31, 2013 and 2012, we issued options that expire five years from the date of grant. |
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Fair Value Determination-We have used the Black-Scholes-Merton option pricing model to determine fair value of our awards on date of grant. We will reconsider the use of the Black-Scholes-Merton model if additional information becomes available in the future that indicates another model would be more appropriate or if grants issued in future periods have characteristics that cannot be reasonably estimated under this model. |
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The following weighted-average assumptions were used for option grants during the years ended December 31, 2013, 2012 and 2011: |
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Volatility-The expected volatility of the options granted was estimated based upon historical volatility of our share price through weekly observations of our trading history. |
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Expected Term-The expected term of options granted to employees during fiscal years 2013, 2012 and 2011 was determined from historical exercises of the grantee population. For all grants valued during fiscal years 2013, 2012 and 2011, the options have graded vesting over three years in equal installments beginning on the first anniversary of the date of the grant and a contractual term of five years. |
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Risk-free Interest Rate-The yield on zero-coupon U.S. Treasury strips was used to extrapolate a forward-yield curve. This “term structure” of future interest rates was then input into a numeric model to provide the equivalent risk-free rate to be used in the Black-Scholes-Merton model based on expected term of the underlying grants. |
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Dividend Yield-The Black-Scholes-Merton valuation model requires an expected dividend yield as an input. We have calculated our expected dividend yield based on an expected annual cash dividend of $0.84 per share. |
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The following table summarizes weighted-average assumptions used in our calculations of fair value for the years ended December 31, 2013, 2012 and 2011: |
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| Year Ended | | | | |
December 31, | | | | |
| 2013 | | 2012 | | 2011 | | | | |
Volatility | 31.92 | % | | 31.68 | % | | 35.08 | % | | | | |
Expected life of options | 3 years | | | 3 years | | | 3 years | | | | | |
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Risk-free interest rate | 0.56 | % | | 0.48 | % | | 0.81 | % | | | | |
Dividend yield | 3 | % | | 2.7 | % | | 0.7 | % | | | | |
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Stock Option Activity-During the year ended December 31, 2013, we granted stock options to purchase 957,525 shares of Class A common stock at a weighted-average exercise price of $27.42 per share, which reflects the fair market value of the shares on the date of grant. The weighted-average fair value of options granted during the years ended December 31, 2013, 2012 and 2011, as determined under the Black-Scholes-Merton valuation model, was $4.84, $5.19 and $9.14, respectively. These options vest over three years in equal annual installments beginning on the first anniversary of the date of the grant and have a contractual term of five years. Option grants that vested during the years ended December 31, 2013, 2012 and 2011 had a combined fair value of $6.1 million, $8.3 million and $7.8 million, respectively. |
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The following table summarizes stock option activity for the years ended December 31, 2013, 2012 and 2011: |
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| Number of Shares | | Weighted Average Exercise Price | | Aggregate Intrinsic Value | | |
(in thousands) | | |
Stock options at December 31, 2010 | 2,473,257 | | | $ | 42.22 | | | $ | 7,731 | | | |
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Granted | 986,000 | | | $ | 38.56 | | | | | |
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Exercised | (271,165 | ) | | $ | 27.94 | | | $ | 3,087 | | | |
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Cancelled and expired | (301,982 | ) | | $ | 45.07 | | | | | |
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Stock options at December 31, 2011 | 2,886,110 | | | $ | 41.14 | | | $ | 1,096 | | | |
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Granted | 986,650 | | | $ | 29.24 | | | | | |
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Exercised | (38,542 | ) | | $ | 28.93 | | | $ | 215 | | | |
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Cancelled and expired | (413,022 | ) | | $ | 39.27 | | | | | |
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Stock options at December 31, 2012 | 3,421,196 | | | $ | 38.61 | | | $ | 626 | | | |
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Granted | 957,525 | | | $ | 27.42 | | | | | |
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Exercised | (79,567 | ) | | $ | 22.75 | | | $ | 400 | | | |
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Cancelled and expired | (899,034 | ) | | $ | 39.84 | | | | | |
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Stock options at December 31, 2013 | 3,400,120 | | | $ | 35.51 | | | $ | 4,488 | | | |
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The following table summarizes non-vested stock options for the year ended December 31, 2013: |
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| Number of Shares | | Weighted Average Fair Value | | | | | | |
Non-vested stock options at December 31, 2012 | 1,697,992 | | | $ | 7.37 | | | | | | | |
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Granted | 957,525 | | | $ | 4.84 | | | | | | | |
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Vested | (704,599 | ) | | $ | 8.6 | | | | | | | |
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Cancelled | (382,973 | ) | | $ | 6.4 | | | | | | | |
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Non-vested stock options at December 31, 2013 | 1,567,945 | | | $ | 5.51 | | | | | | | |
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The following table includes information concerning stock options exercisable and stock options expected to vest at December 31, 2013: |
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| Number of Shares | | Weighted Average Remaining Contractual Life | | Weighted Average Exercise Price | | Aggregate Intrinsic Value |
(years) | (in thousands) |
Stock options exercisable | 1,832,175 | | | 1.7 | | $ | 40.72 | | | $ | 1,168 | |
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Stock options expected to vest | 1,002,286 | | | 3.6 | | $ | 30.24 | | | $ | 2,098 | |
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Stock options exercisable and expected to vest | 2,834,461 | | | | | | | |
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Unrecognized compensation expense related to outstanding stock options expected to vest as of December 31, 2013 was $5.5 million, which is expected to be recognized over a weighted-average period of 1.6 years and will be adjusted for any future changes in estimated forfeitures. |
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Restricted Stock-Under the Plan, we have issued restricted stock. A restricted stock award is an issuance of shares that cannot be sold or transferred by the recipient until the vesting period lapses. Restricted shares granted to employees vest over three years in equal installments beginning on the first anniversary of the grant date, contingent upon employment with the Company on the vesting dates. Restricted shares granted to our Board of Directors vest in one year. The related compensation expense is recognized over the service period and is based on the grant date fair value of the stock and the number of shares expected to vest. |
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Restricted Stock Activity-The following table summarizes the restricted stock activity during the years ended December 31, 2012 and 2013: |
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| Number of Shares | | Grant Date | | | | | | |
Fair Value | | | | | | |
(in thousands) | | | | | | |
Non-vested restricted stock at December 31, 2011 | 30,667 | | | | | | | | | |
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Granted | 24,000 | | | $ | 576 | | | | | | | |
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Vested | (27,334 | ) | | $ | 1,237 | | | | | | | |
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Forfeited | — | | | | | | | | | |
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Non-vested restricted stock at December 31, 2012 | 27,333 | | | | | | | | | |
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Granted | 24,000 | | | $ | 664 | | | | | | | |
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Vested | (30,333 | ) | | $ | 825 | | | | | | | |
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Forfeited | — | | | | | | | | | |
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Non-vested restricted stock at December 31, 2013 | 21,000 | | | | | | | | | |
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