Equity and Earnings (Loss) per Share

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Equity and Earnings (Loss) per Share

NOTE 6: EQUITY AND EARNINGS (LOSS) PER SHARE

Dividends and Dividend Equivalents

On February 28, 2014, the Board of Directors declared a dividend payable to stockholders of record as of March 17, 2014, of the Company's common stock, no par value ("Common Stock") and a dividend equivalent payable to holders RSUs as of March 17, 2014, of $0.05 per share and per unit.  The total payment of $907, comprised of dividend payments of $884 and dividend equivalent payments of $23, was paid on April 9, 2014.

On February 28, 2013, the Board of Directors declared a dividend payable to stockholders of record as of March 18, 2013, of Common Stock and a dividend equivalent payable to holders of RSUs as of March 18, 2013, of $0.05 per share and per unit.  The total payment of $916, comprised of dividend payments of $897 and dividend equivalent payments of $19, was paid on April 10, 2013.

See Note 18: Subsequent Events for dividend declaration after year end December 31, 2014.

Capital Stock

Common Stock shareholders are entitled to elect four of the nine members of the Board of Directors, while Preferred Stock shareholders are entitled to elect the remaining five members. All directors are elected annually for a one year term. Any vacancies on the Board are to be filled only by the stockholders and not by the Board. Stockholders holding 10 percent or more of the outstanding Common or Preferred Stock have the right to call a special meeting of stockholders. Common Stock shareholders are not entitled to vote with respect to a merger, dissolution, lease, exchange or sale of substantially all of the Company’s assets, or on an amendment to the Articles of Incorporation, unless such action would increase or decrease the authorized shares or par value of the Common or Preferred Stock, or change the powers, preferences or special rights of the Common or Preferred Stock so as to affect the Common Stock shareholders adversely. Generally, Common Stock shareholders and Preferred Stock shareholders vote as separate classes on all other matters requiring shareholder approval.

Until December 18, 2014, six Board members were required to approve any sale of all or substantially all of the Company’s assets or stock or any material division thereof, any acquisition of a material nature (by asset purchase, stock purchase, merger or otherwise) of any other business, any acquisition or sale of a joint venture of a material nature, and any other acquisition or sale transaction of the Company’s assets or stock outside the ordinary course of business. After December 18, 2014, this was no longer a requirement.

On January 3, 2012, the Company reorganized into a holding company structure.  In connection with this transaction, the new holding company was similarly structured in terms of number of shares of Common Stock and Preferred Stock, the articles of incorporation and officer and directors.  The Reorganization did not change the designations, rights, powers or preferences relative rights to holders of our Preferred or Common Stock as described above.  Further, in connection with the Reorganization, the Company’s 1,414,379 treasury shares were canceled, which also reduced the number of issued shares by 1,414,379.  The Company had historically used this treasury stock for issuance of Common Stock under the Company’s equity-based compensation plans.  With the retirement of these treasury shares, the Company reserved certain authorized shares for issuance of Common Stock under the equity-based compensation plans that were active at that time. At December 31, 2014, reserved authorized shares remaining for issuance of Common Stock were 4,000 directors' stock options unexercised under the Stock Option Plan for Outside Directors (the "Directors' Option Plan") and 396,288 employee unvested RSUs under the Stock Incentive Plan of 2004 (the "2004 Plan") (see Note 8: Employee Benefit Plans).

Earnings (Loss) Per Share

The computations of basic and diluted earnings (loss) per share from continuing operations are as follows:

	Year Ended December 31,
	2014		2013
Continuing Operations:
Net operating income (loss)(a)	$	23,675	$	(5,807	)
Less: Amounts allocated to participating securities (non-vested shares and units) (b)	832		—
Net operating income (loss) attributable to common shareholders	$	22,843	$	(5,807	)
Discontinued Operations:
Discontinued operations attributable to all shareholders	—		878
Less: Amounts allocated to participating securities (nonvested shares and units) (b)	—		—
Discontinued operations attributable to common shareholders	$	—	$	878
Net income (loss)(c)	$	22,843	$	(4,929	)
Share information:
Basic weighted average common shares(d)	17,305,866		17,069,455
Incremental shares from potential dilutive securities (e)	—		—
Diluted weighted average common shares	17,305,866		17,069,455
Basic earnings (loss) per share
Income (loss) from continuing operations(f)	$	1.32	$	(0.34	)
Income from discontinued operations(g)	—		0.05
Net income (loss)	$	1.32	$	(0.29	)
Diluted earnings (loss) per share
Income (loss) from continuing operations(f)	$	1.32	$	(0.34	)
Income from discontinued operations(g)	—		0.05
Net income (loss)	$	1.32	$	(0.29	)

^(a)  Net operating income (loss) attributable to all shareholders.

^(b)  Participating securities include 278,900 and 569,296 nonvested restricted stock for the years ended December 31, 2014 and 2013, as well as 413,288 and 371,502 RSUs for the years ended December 31, 2014 and 2013, respectively. Participating securities do not receive an allocation in periods when a loss is experienced.

^(c)  Net income (loss) attributable to common shareholders.

^(d)  Under the two-class method, basic weighted average common shares exclude outstanding nonvested participating securities consisting of restricted stock awards of 278,900 and  569,296 for the years ended December 31, 2014 and 2013, respectively.

^(e)  Potential dilutive securities have not been included in the earnings (loss) per share computation in a period when a loss is experienced. At December 31, 2014 and 2013, the Company had 4,000 and 10,000 stock options outstanding, respectively, and 4,000 shares were potentially dilutive at December 31, 2014 and 10,000 stock options were potentially anti-dilutive at December 31, 2013. The 4,000 potentially dilutive shares at December 31, 2014 resulted in no incremental shares for the year ended December 31, 2014.

^(f)  Income (loss) from continuing operations based on net income (loss) attributable to common shareholders.

^(g)  Income from discontinued operations based on net loss attributable to common shareholders.

Changes in Accumulated Other Comprehensive Income (Loss) by Component

	Pension Plan Items			Post-Employment Benefit Plan Items			Equity Method Investment Translation Adjustment and Post-Employment Benefit Adjustment			Total
Balance, December 31, 2012	$	(627	)	$	429		$	(35	)	$	(233	)
Other comprehensive income before reclassifications	179			333			18			530
Amounts reclassified from accumulated other comprehensive income	71			(372		)	—			(301		)
Net 2013 other comprehensive income (loss)	250			(39		)	18			229
Balance, December 31, 2013	$	(377	)	$	390		$	(17	)	$	(4	)
Other comprehensive income (loss) before reclassifications	218			(1,620		)	(15		)	(1,417		)
Amounts reclassified from accumulated other comprehensive income	(85		)	774			—			689
Net 2014 other comprehensive income (loss)	133			(846		)	(15		)	(728		)
Balance, December 31, 2014	$	(244	)	$	(456	)	$	(32	)	$	(732	)

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

Details about Accumulated Other Comprehensive Income Components	Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in the Statement of Operations
Pension Plan Items:
Recognized net actuarial loss	$	20		(a)
Settlement loss	50			(a)
	70			Total before tax
	155			Tax benefit
	$	(85	)	Net of tax
Post Employment Benefit Items:
Amortization of prior service cost	$	(369	)	(a)
Recognized net actuarial loss	18			(a)
Plan amendment and curtailment	1,183
Recognition of prior service cost due to curtailment	(52		)
	780			Total before tax
	6			Tax benefit
	$	774		Net of tax
Reclassifications for 2014	$	689		Net of tax

^(a)  These accumulated other comprehensive income components are included in the computation of net period pension cost. See Note 8: Employee Benefit Plans for additional details.