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Note 4 - Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

4. STOCK-BASED COMPENSATION

On February 21, 2013, the Compensation Committee of our Board of Directors approved, subject to stockholder approval, a third amendment (the "Third Amendment") to the 2006 Omnibus Incentive Plan (the "Incentive Plan"). The Third Amendment (i) provides that the maximum aggregate number of shares of Class A common stock available for grant of awards under the Incentive Plan from and after May 29, 2013, shall not exceed 750,000, plus any remaining available shares of the 800,000 shares previously made available under the second amendment to the Incentive Plan (the "Second Amendment"), and any expirations, forfeitures, cancellations, or certain other terminations of shares approved for grant under the Third Amendment or the Second Amendment previously reserved, plus any remaining expirations, forfeitures, cancellations, or certain other terminations of such shares, and (ii) re-sets the term of the Incentive Plan to expire with respect to the ability to grant new awards on March 31, 2023. The Compensation Committee also re-approved, subject to stockholder re-approval, the material terms of the performance-based goals under the Incentive Plan so that certain incentive awards granted thereunder would continue to qualify as exempt "performance-based compensation" under Internal Revenue Code Section 162(m). The Company's stockholders approved the adoption of the Third Amendment and re-approved the material terms of the performance-based goals under the Incentive Plan at the Company's 2013 Annual Meeting held on May 29, 2013.

The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, non-employee directors, and eligible participants under various types of options, restricted stock awards, or other equity instruments. At December 31, 2013, 748,809 of the aforementioned 1,550,000 shares were available for award under the amended Incentive Plan. No participant in the Incentive Plan may receive awards of any type of equity instruments in any calendar-year that relates to more than 200,000 shares of our Class A common stock. No awards may be made under the Incentive Plan after March 31, 2023. To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.

Included in salaries, wages, and related expenses within the consolidated statements of operations is stock-based compensation expense of $0.3 million, $1.2 million, and $1.0 million in 2013, 2012, and 2011, respectively. In 2013 we recorded a reversal of $0.4 million of previously recorded stock compensation expense recognized in prior periods related to performance-based restricted stock for which the Company now considers it improbable that we will meet the required performance-based criteria for the potential future vesting of such securities. Included in general supplies and expenses within the consolidated statements of operations is stock-based compensation expenses for non-employee directors of $0.1 million in 2013, 2012, and 2011. All stock compensation expense recorded in 2013, 2012, and 2011 relates to restricted stock given no options were granted during these periods. Income tax deficit associated with stock compensation expense totaled $0.1 million for 2013, and income tax benefit of less than $0.1 million and $0.4 million in 2012 and 2011, respectively, related to the exercise of stock options and restricted share vesting, resulting in a related increase in taxable income and an offsetting decrease to additional paid in capital.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows the participant to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes. To satisfy withholding requirements for shares that vested, certain participants elected to deliver to us 53,188, 1,940, and 61,752 Class A common stock shares, which were withheld at weighted average per share prices of $6.41, $4.60, and $9.02 based on the closing prices of our Class A common stock on the dates the shares vested in 2013, 2012, and 2011, respectively, in lieu of the federal and state minimum statutory tax withholding requirements. We remitted $0.3 million, less than $0.1 million, and $0.6 million in 2013, 2012, and 2011, respectively, to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements. The payment of minimum tax withholdings on stock compensation are reflected within the issuances of restricted stock from treasury stock in the accompanying consolidated statement of stockholders' equity.

The following table summarizes our restricted stock award activity for the fiscal years ended December 31, 2013, 2012, and 2011:

	Number of stock awards (in thousands)			Weighted average grant date fair value

Unvested at December 31, 2010		771		$	8.05

Granted		224		$	9.33
Vested		(238	)	$	4.01
Forfeited		(289	)	$	12.04
Unvested at December 31, 2011		468		$	8.27

Granted		383		$	4.48
Vested		(40	)	$	4.19
Forfeited		(47	)	$	7.64
Unvested at December 31, 2012		764		$	6.62

Granted		263		$	5.60
Vested		(200	)	$	8.12
Forfeited		(50	)	$	5.56
Unvested at December 31, 2013		777		$	5.95

The unvested shares at December 31, 2013 will vest based on when and if the related vesting criteria are met for each award. All awards require continued service to vest, noting that 332,828 of these awards vest solely based on continued service, which vest in varying increments between 2014 and 2017. Additionally, 28,321 awards vest if and to the extent that our Class A common stock trades above $11 for 20 consecutive trading days beginning January 1, 2014 through December 31, 2015. Performance based awards account for 416,198 of the unvested shares at December 31, 2013, for which there is no unrecognized compensation cost on 368,758 shares as such shares are not probable to vest based on budgeted performance, and 47,440 shares relate to performance for the year ended December 31, 2015 and accordingly have no unrecognized compensation cost and have not yet been evaluated for likelihood of vesting for purposes of compensation cost recognition.

The fair value of restricted stock awards that vested in 2013, 2012, and 2011 was approximately $1.2 million, $0.1 million, and $2.2 million, respectively. As of December 31, 2013, we had approximately $1.1 million of unrecognized compensation expense related to restricted stock awards, which is probable to be recognized over a weighted average period of approximately 24 months. All restricted shares awarded to executives and other key employees pursuant to the Incentive Plan have voting and other stockholder-type rights, but will not be issued until the relevant restrictions are satisfied.

The following table summarizes our stock option activity for the fiscal years ended December 31, 2013, 2012, and 2011:

	Number of options (in thousands)			Weighted average exercise price		Weighted average remaining contractual term (years)	Aggregate intrinsic value (in thousands)

Outstanding at December 31, 2010		620		$	14.66	3.2	$	230

Options granted		-			-
Options exercised		-		$	8.00
Options forfeited		(183	)	$	13.42
Outstanding at December 31, 2011		437		$	14.66	2.1	$	-

Options granted		-			-
Options exercised		-			-
Options forfeited		(104	)	$	12.27
Outstanding at December 31, 2012		333		$	15.67	1.5	$	-

Options granted		-			-
Options exercised		-			-
Options forfeited		(112	)	$	17.14
Outstanding at December 31, 2013		221		$	14.98	1.0	$	-

Exercisable at December 31, 2013		221		$	14.98	1.0	$	-

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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