v2.4.0.6
SHAREHOLDERS' EQUITY (Block)
 12 Months Ended
Dec. 31, 2011
Stockholders Equity Note Abstract  
Stockholders Equity Note Disclosure Text Block

10.       SHAREHOLDERS' EQUITY

 

Conversion Of Class B Common Stock

 

       Shares of Class B common stock are transferable only to Joseph M. Field, David J. Field, certain of their family members, their estates or trusts for any of their benefit. Upon any other transfer, shares of Class B common stock automatically convert into shares of Class A common stock on a one-for-one basis.

 

       During the years ended December 31, 2011, 2010 and 2009, Joseph M. Field contributed to charitable entities 170,000, 90,000 and 150,000 shares, respectively. Upon the transfer of the stock, the shares were automatically converted to shares of Class A common stock.

 

Dividends

 

       The Company does not currently pay, and has not paid during 2011 or 2010, dividends on its common stock. Any future dividends will be at the discretion of the Board of Directors based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the Credit Facility.

 

       Under the Credit Facility, the Company has $40 million available for dividends, share repurchases, investments and debt repurchases, which can be used when its pro forma Consolidated Leverage Ratio is less than or equal to 6.0 times (or the maximum permitted at the time if lower). The amount available can increase over time based upon the Company's financial performance and used when its pro forma Consolidated Leverage Ratio is less than or equal to 5.0 times (or the maximum permitted at the time if lower). There are certain other limitations that apply to its use.

 

Dividend Equivalents

 

       The Company's grants of restricted stock units (“RSUs”) include the right, upon vesting, to receive a cash payment equal to the aggregate amount of dividends, if any, that holders would have received on the shares of common stock underlying their RSUs if such RSUs had been vested during the period.

 

       The following table presents the amounts accrued and unpaid on unvested RSUs as of the periods indicated:

    Dividend Equivalent Liabilities
  Balance Sheet December 31,
  Location 2011 2010
         
         
Short-term  Other current liabilities $ 52 $ 522
Long-term Other long-term liabilities   228   276
Total   $ 280 $ 798

       The following table presents: (a) the amount of dividend equivalents that were paid to the holders of RSUs that vested; and (b) the tax benefits that were recorded to paid-in capital:

  Years Ended December 31,
  2011 2010 2009
  (amounts in thousands)
          
Dividend equivalents paid $ 512 $ 874 $ 756
Tax benefit recognized to paid-in capital (1) $ - $ - $ 321

 

(1)        Due to the expected realization of the federal net operating loss carryback from 2008 to earlier years (see Note 13 for further discussion), in 2009 the Company recorded a tax benefit to paid-in capital for the amount paid in 2008 to the holders of RSUs that vested during the year ended December 31, 2008.

Deemed Repurchases Of Vested RSUs

 

       Upon vesting of an RSU, a tax obligation is created for both the employer and the employee. Unless employees elect to pay their tax withholding obligations in cash, the Company withholds shares of stock in an amount sufficient to cover their tax withholding obligations. The withholding of these shares by the Company is deemed to be a repurchase of its stock.       

       

       The following table presents for the periods indicated: (1) the shares of stock the Company was deemed to have repurchased; and (2) the amounts that the Company recorded as financing activity in the consolidated statements of cash flows:

 

  Years Ended December 31,
  2011 2010 2009
  (amounts in thousands)
Shares of stock deemed repurchased   297   182   83
Amount recorded as financing activity $ 3,057 $ 1,628 $ 104

Expired Share Repurchase Program

 

       The Company's share repurchase program expired on June 30, 2009.       

 

       The following table provides a summary of the Company's repurchase of common stock for the periods indicated:

 Year Ended
 December 31,
 2009
 (amounts in
 thousands,
 except per
 share data)
  
Number of shares repurchased  663
The total cost to repurchase $ 889
Average repurchase price per share$ 1.34