Note 7 - Shareholders' Equity

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Equity [Text Block]

7.    Shareholders’ Equity

	Years Ended December 31, 2023 and 2024
(in thousands)				Accumulated
				Other					Capital in								Total
	​​Retained			Comprehensive			​​Common		excess of					​​Treasury			shareholders'
	Earnings			Loss			Stock		​par value		​ESOT			Stock			​equity
December 31, 2022	$	23,741		$	(2,337	)	$	523	$	14,556	$	(157	)	$	(1,214	)	$	35,112
Retirement benefits adjustment		—			(52	)		—		—		101			—			49
Stock based compensation, net		—			—			2		61		—			57			120
Net Loss		(10,787	)		—			—		—		—			—			(10,787	)
December 31, 2023	$	12,954		$	(2,389	)	$	525	$	14,617	$	(56	)	$	(1,157	)	$	24,494
Retirement benefits adjustment		—			330			—		—		56			—			386
Stock based compensation, net		—			—			1		211		—			35			247
Net Loss		(1,623	)		—			—		—		—			—			(1,623	)
December 31, 2024	$	11,331		$	(2,059	)	$	526	$	14,828	$	—		$	(1,122	)	$	23,504

Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. The weighted average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding, are considered forfeitable until the restrictions lapse and will not be included in the basic EPS calculation until the shares are vested. Diluted earnings per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period plus the number of shares of common stock that would be issued assuming all contingently issuable shares having a dilutive effect on the earnings per share that were outstanding for the period. The dilutive effect of unvested restrictive stock is determined using the treasury stock method.  However, if the assumed common shares are anti-dilutive, basic and diluted earnings per share are the same. As a result of the net losses generated in 2024, all outstanding common shares would be antidilutive.  As of the year ended December 31, 2024 and 2023, there were 17,976 and 24,110 common shares, respectively, that could potentially dilute basic earnings per share in the future. Incremental shares from assumed conversions are calculated as the number of shares that would be issued, net of the number of shares that could be purchased in the marketplace with the cash received upon stock option exercise.

	Years Ended December 31,
(in thousands except per share data)	2024			2023
Loss from continuing operations	$	(1,512	)	$	(3,547	)
Loss from discontinued operation, net of tax		(111	)		(7,240	)
Net loss	$	(1,623	)	$	(10,787	)
Weighted average common shares outstanding (basic)		2,509			2,470
Unvested restricted stock		18			24
Weighted average common shares outstanding (diluted)		2,527			2,494
Basic and diluted loss per share:
Continuing operations	$	(0.60	)	$	(1.44	)
Discontinued operation		(0.04	)		(2.93	)
Basic and diluted loss per share	$	(0.64	)	$	(4.37	)

Common Stock Buyback

In January 2006, the Company’s Board of Directors (Board) authorized the purchase of up to 450,000 shares of its common stock in the open market or in privately negotiated transactions.  Over the years, the Company purchased 360,615 shares and 89,385 shares were available for purchase. In March 2024, the Board formally approved the termination of the share repurchase authorization under this program.  There were no shares purchased by the Company in 2024 or 2023.

Stock-Based Compensation

The Company’s 2022 Equity Incentive Plan (“the Equity Plan”) was approved by the shareholders at the 2022 Annual Meeting of Shareholders. The Equity Plan allows for various types of awards (rights) to be granted, including incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards, or any other equity-based awards. The total number of awards under the Equity Plan are limited to a maximum of 200,000 authorized shares.

The Company’s executive compensation program established by the Board of Directors determines the type of awards available to the Company’s executives. The program consists of an annual (cash) incentive plan (“AIP”) and a long-term (equity) incentive plan (“LTIP”). The LTIP includes service-based awards that vest annually over three years, and performance-based awards that cliff-vest based on the achievement of a financial metric over a specific three-year time period. On March 25, 2024, 7,180 service-based (restricted) shares were granted to Company executives under the 2024-2026 LTIP Stock Award (“the 2024-2026 Award”). Additionally, on January 29, 2024, the Board of Directors granted 1,786 service-based restricted shares in connection with the hiring (sign-on) of an executive officer which vest after a one-year service period. On September 18, 2024, 3,691 service-based and sign-on restricted shares were forfeited due to the voluntary resignation of an executive officer.  On December 13, 2023, 5,793 service-based (restricted) shares were granted to Company executives under the 2023-2025 LTIP Stock Award (“the 2023-2025 Award”). Additionally, on May 1, 2023, the Board of Directors granted 1,759 service-based restricted shares in connection with the hiring (sign-on) of an executive officer which vested after a one-year service period.

The Company’s director compensation policy provides that non-employee directors receive a portion of their annual retainer in the form of shares under the Equity Plan. These shares vest quarterly over a twelve-month service period, have voting rights, and any dividends declared and paid during the restricted period accrue and are paid upon vesting. The aggregate amount of expense to the Company, measured based on the grant date fair value, is recognized over the requisite service period. On May 10, 2024, an aggregate of 9,980 shares were issued with a grant date fair value of $125,000 (10,410 shares were issued on June 9, 2023 with a grant date fair value of $125,000).

A summary of the service-based share awards granted is presented below:

				Weighted Average Grant
Service-Based Share Activity:	Shares			Date Fair Value
Unvested at December 31, 2022		27,010		$	11.09
Granted in 2023		18,687		$	11.74
Vested in 2023		(23,249	)	$	11.26
Unvested at December 31, 2023		22,448		$	11.45
Granted in 2024		18,946		$	12.70
Forfeited in 2024		(3,691	)	$	13.29
Vested in 2024		(19,727	)	$	11.84
Unvested at December 31, 2024		17,976		$	11.96

Of the 19,727 shares vested in 2024, 3,243 shares were withheld (purchased as treasury shares) by the Company for approximately $41,000 to satisfy statutory minimum withholding tax requirements as permitted under the Equity Plan.  Of the 23,249 shares vested in 2023, 1,748 shares were withheld by the Company for approximately $22,000 to satisfy statutory minimum withholding tax requirements as permitted under the Equity Plan.

Included in the years ended December 31, 2024 and 2023 is approximately $288,000 and $120,000, respectively, of stock-based compensation expense related to the service-based shares. The Company has approximately $148,000 of stock-based compensation expense related to service-based shares to be recognized over the requisite service periods.

Restricted, performance-based share awards represent a right to receive a certain number of shares of common stock based on the achievement of corporate performance goals and continued employment during the performance period. Performance-based share awards granted to executives' vest at the end of a three-year period and are not issued until the performance period is complete and the metrics are achieved. Vested and issued shares may range from 0% to a maximum of 200% of targeted amounts depending on the achievement of performance measures at the end of a three-year period. The expected cost of the shares is based on the date of grant fair value and the Company's assessment of the probability that the performance condition will be achieved at target (100%). Any related compensation expense is recognized when the probability is likely that the performance criteria will be achieved. Forfeitures are recognized as they occur. These awards may be settled in cash or shares of common stock at the election of the Company on the date of grant. It is the Company's intent to settle performance-based awards with shares of common stock.

On March 25, 2024, 21,541 performance-based share awards (at target) were granted to Company executives under the 2024-2026 LTIP Stock Award at a grant date fair value of $12.63 per share, of which 5,716 share awards were forfeited on September 18, 2024, upon the resignation of an executive officer. On December 13, 2023, 17,380 performance-based share awards (at target) were granted to Company executives under the 2023-2025 LTIP Stock Award at a grant date fair value of $11.50 per share. 

A summary of the performance-based share awards granted is presented below:

				Weighted Average Grant
Performance-Based Share Activity:	Shares			Date Fair Value
Unvested at December 31, 2023		17,380		$	11.50
Granted in 2024		21,541		$	12.63
Forfeited in 2024		(5,716	)	$	12.63
Vested in 2024		—		$	—
Unvested at December 31, 2024		33,205		$	12.04

No stock-based compensation expense related to performance-based awards is included in the years ended December 31, 2024 and 2023, as the probability of achieving the financial metric required for vesting and issuance of the share awards is deemed not probable for the 2024-2026 and 2023-2025 LTIP Awards granted to executives. The maximum potential stock-based compensation expense for the performance-based share awards under the 2024-2026 and 2023-2025 LTIP Stock Awards is approximately $800,000.