Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 |
Stockholders' Equity | |
Stockholders' Equity | NOTE 9 — Stockholders’ Equity |
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Changes in the components of stockholders’ equity are as follows (in thousands, except per share amounts): |
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| | Common | | Class A | | Additional | | Accumulated | | Accumulated | |
Stock | Common | Paid-in | Deficit | Other |
| Stock | Capital | | Comprehensive |
| | | | Loss |
Balance at December 31, 2011 | | $ | 1,828 | | $ | 1,851 | | $ | 101,888 | | $ | (58,352 | ) | $ | (2,266 | ) |
Net earnings | | — | | — | | — | | 4,571 | | — | |
Dividends paid, $0.04 per share | | — | | — | | — | | (1,475 | ) | — | |
Issuance of restricted stock awards, net of forfeitures | | 10 | | — | | (10 | ) | — | | — | |
Stock-based compensation | | — | | — | | 313 | | — | | — | |
Repurchase and retirement of common stock | | (2 | ) | — | | (25 | ) | — | | — | |
Unrealized gain on available-for-sale securities, net of income tax expense of $19 | | — | | — | | — | | — | | 27 | |
Change in net actuarial loss and prior service cost, net of income tax benefit of $182 | | — | | — | | — | | — | | (265 | ) |
Balance at December 31, 2012 | | 1,836 | | 1,851 | | 102,166 | | (55,256 | ) | (2,504 | ) |
Net earnings | | — | | — | | — | | 2,024 | | — | |
Dividends paid, $0.05 per share | | — | | — | | — | | (1,831 | ) | — | |
Issuance of restricted stock awards, net of forfeitures | | 13 | | — | | (13 | ) | — | | — | |
Stock-based compensation | | — | | — | | 291 | | — | | — | |
Repurchase and retirement of common stock | | (47 | ) | — | | (1,082 | ) | — | | — | |
Unrealized gain on available-for-sale securities, net of income tax expense of $23 | | — | | — | | — | | — | | 34 | |
Change in net actuarial loss and prior service cost, net of income tax expense of $615 | | — | | — | | — | | — | | 897 | |
Balance at December 31, 2013 | | 1,802 | | 1,851 | | 101,362 | | (55,063 | ) | (1,573 | ) |
Net earnings | | — | | — | | — | | 3,145 | | — | |
Dividends paid, $0.05 per share | | — | | — | | — | | (1,831 | ) | — | |
Issuance of restricted stock awards, net of forfeitures | | 15 | | — | | (15 | ) | — | | — | |
Stock-based compensation | | — | | — | | 278 | | — | | — | |
Repurchase and retirement of common stock | | (5 | ) | — | | (124 | ) | — | | — | |
Unrealized gain on available-for-sale securities, net of income tax expense of $5 | | — | | — | | — | | — | | 7 | |
Change in net actuarial loss and prior service cost, net of income tax benefit of $1,206 | | — | | — | | — | | — | | (1,761 | ) |
Excess tax benefit on restricted stock | | — | | — | | 7 | | — | | — | |
Balance at December 31, 2014 | | $ | 1,812 | | $ | 1,851 | | $ | 101,508 | | $ | (53,749 | ) | $ | (3,327 | ) |
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As of December 31, 2014 and 2013, accumulated other comprehensive loss, net of income taxes, consists of the following: |
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| | 2014 | | 2013 | | | | | | | | | | |
Net actuarial loss and prior service cost not yet recognized in net periodic benefit cost, net of income tax benefit of $2,323,000 and $1,117,000, respectively | | $ | (3,387,000 | ) | $ | (1,626,000 | ) | | | | | | | | | |
Accumulated unrealized gain on available-for-sale securities, net of income tax expense of $43,000 and $38,000, respectively | | 60,000 | | 53,000 | | | | | | | | | | |
Accumulated other comprehensive loss | | $ | (3,327,000 | ) | $ | (1,573,000 | ) | | | | | | | | | |
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Holders of common stock have one vote per share and holders of Class A common stock have ten votes per share. There is no cumulative voting. Shares of Class A common stock are convertible at any time into shares of common stock on a share for share basis at the option of the holder thereof. Dividends on Class A common stock cannot exceed dividends on common stock on a per share basis. Dividends on common stock may be paid at a higher rate than dividends on Class A common stock. The terms and conditions of each issue of preferred stock are determined by our Board of Directors. No preferred shares have been issued. |
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We adopted a stockholder rights plan in 2006. The rights are attached to and trade in tandem with our common stock and Class A common stock. Each right entitles the registered holder to purchase from us one share of common stock. The rights, unless earlier redeemed by our Board of Directors, will detach and trade separately from our common stock upon the occurrence of certain events such as the unsolicited acquisition by a third party of beneficial ownership of 10% or more of our outstanding combined common stock and Class A common stock or the announcement by a third party of the intent to commence a tender or exchange offer for 10% or more of our outstanding combined common stock and Class A common stock. After the rights have detached, the holders of such rights would generally have the ability to purchase such number of either shares of our common stock or stock of an acquirer of ours having a market value equal to twice the exercise price of the right being exercised, thereby causing substantial dilution to a person or group of persons attempting to acquire control of us. The rights may serve as a significant deterrent to unsolicited attempts to acquire control of us, including transactions involving a premium to the market price of our stock. This rights agreement expires on June 13, 2016, unless earlier redeemed. |
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On July 28, 2004, our Board of Directors authorized the repurchase of up to 2,000,000 shares of our outstanding common stock. The purchases may be made in the open market or in privately negotiated transactions as conditions warrant. The repurchase authorization has no expiration date, does not obligate us to acquire any specific number of shares and may be suspended at any time. During 2014 and 2013, we purchased and retired 13,950 and 442,526 shares of our outstanding common stock, respectively, at an average purchase price of $2.27 and $2.36 per share, respectively, not including nominal brokerage commissions. No purchases of our equity securities were made pursuant to this authorization during 2012. At December 31, 2014, we had remaining repurchase authority of 1,178,131 shares. |
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During the years ended December 31, 2014, 2013 and 2012, we purchased and retired 40,210, 33,950 and 23,779 shares of our outstanding common stock at an average purchase price of $2.41, $1.80 and $1.16 per share, respectively. These purchases were made from employees in connection with the vesting of restricted stock awards under our 2004 Stock Incentive Plan and were not pursuant to the aforementioned repurchase authorization. Since the vesting of a restricted stock award is a taxable event to our employees for which income tax withholding is required, the plan allows employees to surrender to us some of the shares that would otherwise have vested in satisfaction of their tax liability. The surrender of these shares is treated by us as a purchase of the shares. |
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We had a stock incentive plan, adopted in 2004, which provided for the grant of up to 1,500,000 shares of common stock to our officers and key employees through stock options and/or awards valued in whole or in part by reference to our common stock, such as nonvested restricted stock awards. Under the plan, nonvested restricted stock vests an aggregate of twenty percent each year beginning on the second anniversary date of the grant. The aggregate market value of the nonvested restricted stock at the date of issuance is being amortized on a straight-line basis over the six-year period. We granted 151,000 and 153,000 stock awards under this plan during 2014 and 2013, respectively. This plan expired on January 27, 2014; therefore, no further grants of stock options or stock awards can be made under this plan. |
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On January 29, 2014, our board of directors adopted a new stock incentive plan. The plan was approved by our shareholders on April 23, 2014. The plan provides for the grant of up to 2,000,000 shares of common stock to our officers and key employees through stock options and/or awards valued in whole or in part by reference to our common stock, such as nonvested restricted stock awards. Terms of the plan are similar to the 2004 plan discussed above. |
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Nonvested restricted stock activity for the year ended December 31, 2014 was as follows: |
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| | Number of | | Weighted | | | | | | | | | | | |
Shares | Average | | | | | | | | | | |
| Grant Date | | | | | | | | | | |
| Fair Value | | | | | | | | | | |
Nonvested at December 31, 2013 | | 574,000 | | $ | 1.77 | | | | | | | | | | | |
Granted | | 151,000 | | $ | 2.5 | | | | | | | | | | | |
Vested | | (139,200 | ) | $ | 2.28 | | | | | | | | | | | |
Nonvested at December 31, 2014 | | 585,800 | | $ | 1.84 | | | | | | | | | | | |
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The aggregate market value of the nonvested restricted stock at the date of issuance is being amortized on a straight-line basis over the six-year service period or the service period remaining until normal retirement age, if shorter. The total fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 based on the weighted average grant date fair value was $318,000, $394,000 and $474,000, respectively. The grant-date fair value of nonvested restricted stock awards granted during the years ended December 31, 2014, 2013 and 2012 was $2.50, $1.80 and $1.04, respectively. We recorded compensation expense of $278,000, $291,000 and $313,000 related to restricted stock awards for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, there was $601,000 of total unrecognized compensation cost related to nonvested restricted stock awards granted to employees under our stock incentive plan. That cost is expected to be recognized over a weighted-average period of 3.9 years. |
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