Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity

Stockholders' Equity

NOTE 10 — Stockholders’ Equity

Changes in the components of stockholders’ equity are as follows (in thousands, except per share amounts):

	Common Stock			Class A Common Stock		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss
Balance at December 31, 2009	$	1,806		$	1,851	$	100,943		$	(40,994	)	$	(1,317	)
Net loss	—			—		—			(8,173		)	—
Unrealized gain on available-for-sale securities, net of income tax expense of $13	—			—		—			—			18
Change in pension net actuarial loss and prior service cost, net of income tax benefit of $166	—			—		—			—			(239		)
Issuance of restricted stock awards, net of forfeitures	16			—		(16		)	—			—
Stock-based compensation	—			—		662			—			—
Repurchase and retirement of common stock	(2		)	—		(48		)	—			—
Balance at December 31, 2010	1,820			1,851		101,541			(49,167		)	(1,538		)
Net loss	—			—		—			(9,185		)	—
Issuance of restricted stock awards, net of forfeitures	11			—		(11		)	—			—
Stock-based compensation	—			—		407			—			—
Repurchase and retirement of common stock	(3		)	—		(49		)	—			—
Unrealized loss on available-for-sale securities, net of income tax benefit of $14	—			—		—			—			(22		)
Change in net actuarial loss and prior service cost, net of income tax benefit of $484	—			—		—			—			(706		)
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	)

As of December 31, 2012 and 2011, accumulated other comprehensive loss, net of income taxes, consists of the following:

	2012			2011
Net actuarial loss and prior service cost not yet recognized in net periodic benefit cost, net of income tax benefit of $1,732,000 and $1,550,000, respectively	$	(2,523,000	)	$	(2,258,000	)
Accumulated unrealized gain (loss) on available-for-sale securities, net of income tax (expense) benefit of ($15,000) and $4,000, respectively	19,000			(8,000		)
Accumulated other comprehensive loss	$	(2,504,000	)	$	(2,266,000	)

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.

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.

Effective October 2, 2012, we modified our debt agreement with our bank group to allow us to pay dividends and repurchase shares of our common stock, for an aggregate amount of not more than $2,500,000 in any fiscal year.

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.  No purchases of our equity securities were made pursuant to this authorization during the years ended December 31, 2012, 2011 or 2010.  At December 31, 2012, we had remaining repurchase authority of 1,634,607 shares.

During the years ended December 31, 2012, 2011 and 2010, we purchased and retired 23,779, 29,575 and 23,814 shares of our outstanding common stock at an average purchase price of $1.16, $1.76 and $2.10 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.

In April 2004, we established the 2004 Stock Incentive Plan (the “2004 Plan”) which provides for the grant of up to 1,500,000 shares of our common stock to our officers and key employees through stock options and/or awards, such as nonvested stock awards, valued in whole or in part by reference to our common stock.  The 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 service period.  No stock options have been granted under the 2004 Plan.  As of December 31, 2012, there were 500,824 shares available for granting of options or stock awards under the 2004 Plan.

There were no outstanding stock options as of December 31, 2011.  No stock options were granted or exercised during the three year period ending December 31, 2012.  The total fair value of stock options vested during the year ended December 31, 2010 was $1,000.  There were no unvested stock options as of December 31, 2010.  No compensation expense was recognized related to stock options for the years ended December 31, 2012, 2011 or 2010.

Nonvested restricted stock activity for the year ended December 31, 2012 was as follows:

	Number of  Shares		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2011	594,400		$	2.66
Granted	148,000		$	1.04
Vested	(129,000	)	$	3.67
Forfeited	(39,400	)	$	2.25
Nonvested at December 31, 2012	574,000		$	2.04

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, 2012, 2011 and 2010 based on the weighted average grant date fair value was $474,000, $547,000 and $556,000, respectively.  The grant-date fair value of nonvested restricted stock awards granted during the years ended December 31, 2012, 2011 and 2010 was $1.04, $1.78 and $2.09, respectively.  We recorded compensation expense of $313,000, $407,000 and $662,000 related to restricted stock awards for the years ended December 31, 2012, 2011 and 2010, respectively.  As of December 31, 2012, there was $568,000 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 3.2 years.