Caraustar 2000 Annual Report

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During 1998, the Company’s board of directors approved a qualified incentive stock option and bonus plan (the “1998 Plan”), which became effective March 10, 1998. Under the provisions of the 1998 Plan, selected members of management may receive the right to acquire one share of restricted stock contingent upon the direct purchase of two shares of unrestricted common stock at market value. In addition, the 1998 Plan provides for the issuance of both traditional and performance stock options at market price and 120 percent of market price, respectively. Restricted stock and options awarded under the 1998 Plan are subject to five-year vesting periods. The Company’s board of directors authorized 3,800,000 common shares for grant under the 1998 Plan. During 2000, 1999 and 1998, the Company issued 784,621, 363,728 and 235,404 options, respectively, under the 1998 Plan. During 2000, 1999 and 1998, the Company issued 10,699, 9,374 and 1,202 shares, respectively, of restricted stock. The Company recorded approximately $105,000, $20,000 and $0 of compensation expense related to the issuance of restricted stock during 2000, 1999 and 1998, respectively.
A summary of stock option activity for the years ended December 31, 2000, 1999 and 1998 is as follows:
Weighted
Average
Exercise
Shares Price
Outstanding at December 31, 1997  720,638  $ 19.27 
Granted 241,404  35.60 
Forfeited (6,215) 24.89 
Exercised (34,204) 17.53 
Outstanding at December 31, 1998  921,623  23.57 
Granted 369,728  27.18 
Forfeited (22,450) 31.20 
Exercised (45,756) 11.98 
Outstanding at December 31, 1999  1,223,145  24.95 
Granted 790,621 17.06
Forfeited (46,853) 26.26
Exercised (90,420) 4.76
Outstanding at December 31, 2000 1,876,493 $ 22.57
 
Options exercisable at:
December 31, 2000 833,579 $ 20.96
December 31, 1999  566,867  19.55 
December 31, 1998  464,844  16.20 
Summary information about the Company’s stock options outstanding at December 31, 2000 is as follows:
Outstanding at Weighted Average Weighted Average Exercisable at Weighted Average
Range of December 31, Remaining Exercise December 31, Exercise
Exercise Price 2000  Life Price 2000  Price
(In Years)
$ 9.38  - $ 16.88  325,023  6.5  $ 11.90  304,023  $ 11.89 
17.75  - 23.75  796,141  7.3  19.54  219,921  19.50 
24.44  - 29.75  276,470  7.8  25.82  74,678  25.93 
30.13  - 40.80  478,859  6.4  32.96  234,957  32.48 
$ 9.38  - $ 40.80  1,876,493  7.0  $ 22.57  833,579  $ 20.96 

An accrual of approximately $254,000 related to the outstanding stock options is included in deferred compensation in the accompanying balance sheet at December 31, 1999.

As permitted by SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company accounts for the director equity plan and the incentive stock option and bonus plans under APB Opinion No. 25; however, the Company has computed for pro forma disclosure purposes the value of all options granted during 2000, 1999 and 1998 using the Black-Scholes option pricing model as prescribed by SFAS No. 123 using the following weighted average assumptions for grants in 2000, 1999 and 1998:

The total values of the options granted during the years ended December 31, 2000, 1999 and 1998 were computed to be approximately $3,681,000, $2,600,000, and $2,577,000, respectively, which would be amortized over the vesting period of the options. If the Company had accounted for these plans in accordance with SFAS No. 123, the Company’s reported and pro forma net income and net income per share for the years ended December 31, 2000, 1999 and 1998 would have been as follows (in thousands, except per share data):
2000 1999  1998 
Risk-free interest rate 5.18%-6.84% 5.09%-6.18% 4.68%-5.76%
Expected dividend yield 4.01%-7.68% 2.72%-2.92% 1.87%-2.97%
Expected option lives 8-10 years 8-10 years 8-10 years
Expected volatility 40% 30% 30%
2000 1999  1998 
Net income:
As reported $8,142 $41,069  $51,818 
Pro forma 6,595 39,975  51,022 
Diluted income per common share:
As reported $0.31 $1.63  $2.04 
Pro forma 0.25 1.59  2.01 

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