Shareholders' Equity

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Preferred Stock

In October 2012, we completed a registered offering of 11,500 shares of our 6% Series A Convertible Perpetual Preferred Stock (the “6% Preferred Stock”) that provided $110.3 million of proceeds, net of underwriting fees and issuance costs.

The annual dividend on each share of the 6% Preferred Stock is 6.00% per annum on the liquidation preference of $10,000 per share and is payable quarterly, in arrears, on each of January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2013. We may, at our option, pay dividends in cash, common stock or a combination thereof. On December 20, 2012, the Company's board of directors declared a quarterly cash dividend of $146.67 per share, which reflects the pro rata portion of the regular quarterly cash dividend representing the period from the original issue date of October 17, 2012 through January 14, 2013. An obligation for $1.7 million representing this declared dividend is included in the Accounts payable and accrued liabilities caption on our Consolidated Balance Sheets as of December 31, 2012.

Each share of the 6% Preferred Stock is convertible, at the option of the holder, into a number of shares of our common stock equal to the liquidation preference of $10,000 divided by the conversion price, which is initially $6.00 per share and is subject to specified anti-dilution adjustments. The initial conversion rate is equal to 1,666.67 shares of our common stock for each share of the 6% Preferred Stock. The initial conversion price represents a premium of 20 percent relative to the 2012 common stock offering price of $5.00 per share. The 6% Preferred Stock is not redeemable by us or the holders at any time. At any time on or after October 15, 2017, we may, at our option, cause all outstanding shares of the 6% Preferred Stock to be automatically converted into shares of our common stock at the then-applicable conversion price if the closing sale price of our common stock exceeds 130% of the then-applicable conversion price for a specified period prior to conversion. If a holder elects to convert shares of the 6% Preferred Stock upon the occurrence of certain specified fundamental changes, we may be obligated to deliver an additional number of shares above the applicable conversion rate to compensate the holder for lost option value.

Common Stock

Concurrent with the 6% Preferred Stock offering, we completed a registered offering of 9.2 million shares of our common stock that provided $43.5 million of proceeds, net of underwriting fees and issuance costs. The proceeds from the combined offerings were used to repay outstanding borrowings under the Revolver and for general corporate purposes.

In May 2010, the shareholders of the Company approved an increase in the authorized number of shares of common stock from 64 million to 128 million shares.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive losses are entirely attributable to our pension and postretirement benefit obligations. The accumulated losses, net of tax, were $1.0 million, $1.1 million and $0.9 million as of December 31, 2012, 2011 and 2010, respectively. 

Treasury Stock

We maintain nonqualified deferred compensation supplemental retirement savings plans for certain employees and directors. Participants in the plans may defer and contribute a portion of their compensation to a Rabbi Trust. We include the assets and liabilities of the supplemental retirement savings plans on our Consolidated Balance Sheets. Shares of our common stock purchased under the non-qualified deferred compensation plans are held in the Rabbi Trust and are presented as treasury stock carried at cost. A total of 218,320 and 223,886 shares have been recorded as treasury stock as of December 31, 2012 and 2011, respectively.

Noncontrolling Interests

In connection with the sale of our remaining PVG Common Units (Note 3), we deconsolidated PVG from our Consolidated Financial Statements resulting in the elimination of PVG’s assets and liabilities as well as the related noncontrolling interests from our Consolidated Balance Sheet and Consolidated Statements of Shareholders’ Equity and Comprehensive Income.