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Stockholders' Equity
12 Months Ended
Dec. 31, 2011
Stockholders' Equity [Abstract]  
Stockholders' Equity
 
14.  Stockholders' Equity
 
Holders of common stock are entitled to one vote for each share on all matters voted upon by the stockholders, including the election of directors, and do not have cumulative voting rights.  Subject to the rights of holders of any then outstanding shares of preferred stock, common stockholders are entitled to receive ratably any dividends that may be declared by the Board of Directors out of funds legally available for that purpose.  Holders of common stock are entitled to share ratably in net assets upon any dissolution or liquidation after payment of provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding.  Common stock shares are not subject to any redemption provisions and are not convertible into any other shares of capital stock.  The rights, preferences and privileges of holders of common stock are subject to those of the holders of any shares of preferred stock that may be issued in the future.
 
The Board of Directors may authorize the issuance of one or more classes or series of preferred stock without stockholder approval and may establish the voting powers, designations, preferences and rights and restrictions of such shares.  No preferred shares have been issued.
 
In October 2008, the Company announced a share-repurchase program to purchase up to $5 million in shares of common stock.  In August 2010, the Company announced an increase to the share-repurchase program to purchase an additional $5 million in shares of common stock, for a total up to $10 million.  The specific timing and amount of repurchase will vary based on market conditions, securities law limitations and other factors.  During 2011, 286,000 shares were repurchased.
 
The Company accounts for the repurchase of treasury shares under the costs method.  When shares are repurchased, cash is paid and the treasury stock account is debited for the price paid.  Under the cost method, retirement of treasury stock would result in a debit to the common stock account for the original par value, a debit to additional paid-in capital for the excess between the par value and the original sales price, a debit to retained earnings for any excess amounts paid above the original sales price and a credit to the treasury stock account for the price paid.
 
During 2011, one employee left the Company and forfeited 395 shares of restricted common stock.  Such stock was held as treasury stock and cancelled during the year.  At December 31, 2011, there was no treasury stock held by the Company.
 
The total number of authorized shares of the Company's common stock reserved as of December 31, 2011 for our stock-based compensation plans and warrants was 289,131.
 
In December 2009, the Company completed a public offering of 2.76 million shares of its common stock at $18.00 per share.  The Company received proceeds of $46.8 million, net of underwriting discounts, commissions and direct offering expenses.  The Company used the proceeds to replenish its cash and short-term investments used to acquire its interest in RLW.
 
Stock Options and Grants
 
In 2001, the Board of Directors adopted and the shareholders approved an incentive stock plan, which after subsequent amendment, is titled the Sterling Construction Company, Inc. Stock Incentive Plan (the “2001 Plan”). The 2001 Plan provides for the issuance of stock awards for up to 1,000,000 shares of the Company's common stock.  The plan is administered by the Compensation Committee of the Board of Directors. In general, the plan provides for all stock option grants to be issued with a per-share exercise price equal to the fair market value of a share of common stock on the date of grant. The original terms of the grants typically do not exceed 10 years. Stock options generally vest over a three to five year period.
 
The Company's and its subsidiaries' directors, officers, employees, consultants and advisors are eligible to be granted awards under the 2001 plan.
 
At December 31, 2011 there were 425,771 shares of common stock available under the 2001 Plan for issuance pursuant to future stock option and share grants.  No options are outstanding and no shares are or will be available for grant under the Company's other option plans, all of which have been terminated.  In May 2011, the 2001 Plan was amended to extend its term for an additional ten years.
 
The 2001 plan provides for restricted stock grants and pursuant to non-employee director compensation arrangements, non-employee directors of the Company were awarded restricted stock with one-year vesting as follows:
 
   
As of December 31,
 
   
2011
  
2010
  
2009
 
Shares awarded to each non-employee director
  3,418   3,147   2,800 
Total shares awarded
  20,508   25,176   19,600 
Average grant-date market price per share
 $14.46  $15.89  $17.86 
Total compensation cost attributable to shares awarded
 $297,000  $400,000  $350,000 
Compensation cost recognized related to current and prior year awards
 $194,667  $283,333  $233,000 
 
In March 2011, 2010 and 2009, several key employees were granted an aggregate total of 25,815, 10,714 and 8,366 shares of restricted stock with a market value of $12.67, $15.89, and $17.45 per share, respectively, resulting in compensation expense of $327,000, $170,000 and $146,000, respectively, to be recognized ratably over the five-year restriction periods.
 
The following tables summarize the stock option activity under the 2001 Plan and previously active plans:
 
   
2001 Plan
 
   
Shares
  
Weighted Average Exercise Price
 
Outstanding at December 31, 2008
  411,000  $9.75 
Exercised
  (89,640 )  3.10 
Expired/forfeited
  (1,620 )  2.65 
Outstanding at December 31, 2009
  319,740   11.65 
Exercised
  (111,620 )  6.21 
Expired/forfeited
  (41,580 )  13.41 
Outstanding at December 31, 2010
  166,540   14.85 
Exercised
  (20,333 )  2.14 
Expired/forfeited
  (92,307 )  24.12 
Outstanding at December 31, 2011
  53,900   3.77 
 
The following table summarizes information about stock options outstanding and exercisable at December 31, 2011:
 
   
Options Outstanding
  
Options Exercisable
 
Range of Exercise Price per Share
  
Number of Shares
  
Weighted Average Remaining Contractual Life (Yrs)
  
WeightedAverage Exercise Price per Share
  
Number of Shares
  
WeightedAverage Exercise Price per Share
 
$1.73    11,000   0.56  $1.73   11,000  $1.73 
 2.75 – 3.38   40,100   2.28   3.08   40,100   3.08 
 21.60   2,800   0.54   21.60   2,800   21.60 
     53,900   1.18   3.77   53,900   3.77 
 
 
   
Number of Shares
  
Aggregate Intrinsic Value
 
Total outstanding in-the-money options at December 31, 2011
  51,100  $407,800 
Total vested in-the-money options at December 31, 2011
  51,100  $407,800 
Total options exercised during 2011
  20,333  $237,600 
 
For unexercised options, aggregate intrinsic value represents the total pretax intrinsic value (the difference between the Company's closing stock price on December 31, 2011 and the exercise price, multiplied by the number of in-the-money option shares) that would have been received by the option holders had all option holders exercised their options and sold them on December 31, 2011.  For options exercised during 2011, aggregate intrinsic value represents the total pretax intrinsic value based on the Company's closing stock price on the day of exercise.
 
At December 31, 2011, total unrecognized compensation cost related to restricted stock was $562,000.  This cost is expected to be recognized over a weighted average period of one and a half years.  Pre-tax compensation expense for stock options and restricted stock grants was $503,000 ($327,000 after tax benefit of 35%), $594,000 ($386,000 after tax benefit of 35%), and $405,000 ($263,000 after tax benefit of 35.0%), in 2011, 2010 and 2009, respectively.  Proceeds received by the Company from the exercise of options in 2011, 2010 and 2009 were $43,000, $692,000, and $277,000, respectively.  At December 31, 2011, there was no unrecognized stock-based compensation expense related to unvested stock options.
 
Warrants
 
Warrants attached to zero coupon notes were issued to certain members of management and to certain stockholders in 2001. These ten-year warrants to purchase shares of the Company's common stock at $1.50 per share became exercisable 54 months from the July 2001 issue date, except that one warrant covering 322,661 shares by amendment became exercisable forty-two months from the issue date.  These warrants were fully exercised prior to their 2011 expiration date.  The following table shows the warrant shares outstanding and the proceeds that have been received by the Company from exercises during the three years ended December 31, 2011.
 
   
Warrants Exercised
    
   
Shares
  
Company's Proceeds from Exercise
  
Year-End Warrant Share Balance
 
Warrants outstanding on January 1, 2009
  22,220  $33,330   334,046 
Warrants exercised in 2009
  19,634  $29,451   314,412 
Warrants exercised in 2010
  238,981  $358,471   75,431 
Warrants exercised in 2011
  75,431  $113,147   --