On January 7, 2013, the Company submitted a PBGC Form 600 Distress Termination, Notice of Intent to Terminate, to the PBGC. The notice filing initiated an application process by the Company with the PBGC for the distress termination of the Pension Plan. The Pension Plan benefits are guaranteed by the ERISA Title IV insurance fund, which is administered by the PBGC. The Company proposed a termination date of March 8, 2013. Through the application process, the Company's intent was to demonstrate to the PBGC that it qualified for a distress termination of the Pension Plan under either of two of the criteria of Section 4041(c)(2) of ERISA (inability to continue in business absent termination and unreasonably increased pension costs) and applicable PBGC regulations. To satisfy the criteria, the Company and its wholly owned subsidiary each had to demonstrate to the satisfaction of the PBGC that, unless the termination occurred, the Company would be unable to pay its debts when they came due and would be unable to continue in business, or that the costs of the Pension Plan had become unreasonably burdensome solely as a result of a decline in the workforce covered by the Pension Plan. A distress termination under Section 4041(c)(2) of ERISA transfers the Pension Plan's benefit obligations to the PBGC, up to ERISA guaranteed limits, without requiring reorganization under bankruptcy law. The Pension Plan's actuary informed the Company that following termination of the Pension Plan and subject to the PBGC's review of participant benefits, all of the benefits earned by participants as of the date of plan termination are expected to fall within ERISA guaranteed limits.

The Company's goal in seeking a distress termination of the Pension Plan was to ensure that the pension benefits of all Pension Plan participants are paid up to federally guaranteed limits and that the Company continues to operate as a going concern while avoiding the costly damage and disruption to the business which would result from reorganization.

Pursuant to a determination by the PBGC that the requirements of the distress termination of the Pension Plan had been met, on April 21, 2015, the Company, as the administrator of the Pension Plan, and the PBGC entered into an Agreement For Appointment of Trustee and Termination of Plan (the "Termination Agreement") (a) terminating the Plan, (b) establishing March 8, 2013 as the Plan's termination date and (c) appointing the PBGC as statutory trustee of the Plan.

In connection with the Termination Agreement, on April 21, 2015, the Company entered into the Pension Settlement Agreement with the PBGC to settle all liabilities of the Pension Plan including any termination premium resulting from the Pension Plan termination (the "Settled ERISA Liabilities"). Pursuant to the Pension Settlement Agreement, the Company agreed to (a) pay to the PBGC a total of $10,500, with $1,500 due within ten days following the effective date of the Pension Settlement Agreement and the remainder paid in twelve annual installments of $750 beginning on October 31, 2015 (the "Pension Settlement Obligation") and (b) issue within ten days following the effective date of the Pension Settlement Agreement 88,117 shares of the Company's treasury stock in the name of the PBGC. On April 23, 2015, the Company issued to the PBGC the 88,117 shares of stock and on May 1, 2015 it paid the initial $1,500 amount due to the PBGC. On October 22, 2015, the Company made the first of the twelve annual installments. The Pension Settlement Agreement further provides that the PBGC will be deemed to have

released the Company from all Settled ERISA Liabilities upon payment of the Pension Settlement Obligation. In the event of a default by the Company of its obligations under the Pension Settlement Agreement or the underlying agreements which secure the Pension Settlement Obligation, the PBGC may enforce payment of the Settled ERISA Liabilities, which would accrue interest at various rates until payment is made and be reduced by any payments made by the Company pursuant to the Pension Settlement Agreement. The estimated total Settled ERISA Liabilities as of the settlement date is $46,000.

To secure the Company's obligations under the Pension Settlement Agreement, on April 21, 2015, the Company also entered into a Security Agreement with the PBGC (the "Security Agreement"), and executed an Open-End Mortgage in favor of the PBGC (the "Mortgage") on certain real property owned by the Company's subsidiary, Spitz, Inc. ("Spitz"). The Security Agreement and Mortgage grant to the PBGC a security interest on all of the Company's presently owned and after-acquired property and proceeds thereof, free and clear of all liens and other encumbrances, except those described therein (the "Senior Liens"). The PBGC's security interest in the Company's property is subordinate to the Company's two senior lenders pursuant to the Security Agreement and agreements between the PBGC and the lenders (the "Intercreditor Agreements"). The Intercreditor Agreements provide for the lenders to extend credit to the Company, secured by the Senior Liens, up to specified limits. The Intercreditor Agreement between the lender of the mortgage notes and line of credit (see Note 6) and the PBGC provides for total aggregate loans of up to $6,500 secured by Senior Liens on Spitz assets. The second Intercreditor Agreement between another lender and the PBGC provides for up to $3,000 of letter of credit indebtedness secured by Senior Liens on cash deposits. The Pension Settlement Agreement also required that the PBGC withdraw all lien notices with respect to the statutory liens it previously perfected on behalf of the Pension Plan with respect to all real and personal property of the Company as soon as reasonably practicable after the 91st day after the perfection of all consensual liens granted to the PBGC by the Security Agreement and Mortgage. In August 2015, the PBGC's lien notices with respect to the statutory liens were withdrawn.

The termination of the Pension Plan and settlement of its underlying liabilities enables the Company to satisfy the previously disclosed unfunded liability attributable to the Pension Plan by the issuing to the PBGC the 88,117 shares of stock from treasury and making the fixed installment payments of the Pension Settlement Obligation. As of the date of the Pension Settlement Agreement, the balance of the unfunded liability attributable to the Pension Plan, which was previously reported with Pension and Retirement Obligations, was $35,870, of which $31,776 was attributable to accumulated other comprehensive loss. The market value of the 88,117 shares of stock issued to the PBGC from treasury on April 23, 2015 was $70. The Pension Settlement Obligation was recorded as a liability of the Company as of April 21, 2015 in the amount of $7,643, reflecting the present value of the installments at an interest rate of 7%, which the Company believes represents the fair market interest rate for junior secured debt with similar secured terms of the Security Agreement. The unfunded Pension Plan liability of $35,870 exceeded the $7,714 combined value of the stock issued to the PBGC and the Pension Settlement Obligation by $28,156. There are no income tax consequences of the settlement since no tax deduction was taken for the pension expense that gave rise to the Pension Plan liability. Accordingly, the settlement of the Pension Plan Liabilities was recorded as of April 21, 2015 as follows:

Unfunded Pension Plan Liability	$35,870

Market value of common shares issued from treasury	(70)
Pension Settlement Obligation	(7,644)
Total consideration to PBGC	(7,714)

Total gain from settlement of Pension Plan Liabilities	$28,156

Gain recorded as:
Charge to statement of operations	$(3,620)
Other comprehensive Income	31,776
Contribution to total comprehensive income	$28,156

After applying the first $1,500 installment made on May 1, 2015, and the first annual installment on October 22, 2015, and recording imputed interest expense at 7%, the balance of the Pension Settlement Obligation is recorded with liabilities on the balance sheet as follows as of December 31, 2015:

As a result of the settlement of Pension Plan liabilities on April 21, 2015, the Company's only remaining pension obligation is the Supplemental Executive Retirement Plan ("SERP"). The Company recorded expense of $326 related to the Pension Plan for the first quarter prior to the Termination Agreement executed on April 21, 2015.

The SERP provides eligible executives defined pension benefits, outside the Pension Plan, based on average salary, years of service and age at retirement. The SERP was amended in 2002 to discontinue further SERP gains from future salary increases and close the SERP to new participants.

The Company has a deferred savings plan that qualifies under Section 401(k) of the Internal Revenue Code. The 401(k) plan covers all employees of the Company who have at least one year of service and who are age 18 or older. Matching contributions are made on employee contributions after the employee has achieved one year of service. Extra matching contributions can be made based on profitability and other financial and operational considerations. No extra matching contributions have been made to date. Contributions to the 401(k) plan for 2015 and 2014 were $168 and $197, respectively.

Information concerning the obligations, plan assets and funded status of employee retirement defined benefit plans are provided below:

	Pension Plan		SERP
	2015	2014	2015	2014
Changes in benefit obligation

Projected benefit obligation - beginning of year	$64,831	$48,091	$4,871	$4,846
Service cost	-	-	-	-
Interest cost	617	2,275	177	218
Actuarial loss	1,690	14,942	769	308
Benefits paid	(339)	(477)	(497)	(501)
Transfer of benefit obligation upon termination	(66,799)	-	-	-
Projected benefit obligation - end of year	$-	$64,831	$5,320	$4,871

	Pension Plan		SERP
Changes in plan assets	2015	2014	2015	2014

Fair value of plan assets - beginning of year	$29,721	$29,073	$-	$-
Actual return on plan assets	1,547	1,125	-	-
Contributions	-	-	497	501
Benefits paid	(339)	(477)	(497)	(501)
Transfer out upon termination	(30,929)	-	-	-
Fair value of plan assets - end of year	$-	$29,721	$-	$-

	Pension Plan		SERP
	2015	2014	2015	2014
Net amount recognized

Unfunded status	$-	$(35,111)	$(5,320)	$(4,871)
Accrued PBGC insurance premiums	-	(629)	-	-
Unrecognized net actuarial loss	-	31,971	2,415	1,713
Unrecognized prior service cost	-	-	(11)	(59)
Net amount recognized	$-	$(3,769)	$(2,916)	$(3,217)

	Pension Plan		SERP
	2015	2014	2015	2014

Accrued liability	$-	$(35,111)	$(5,320)	$(4,871)
Accrued PBGC insurance premiums	-	(629)	-	-
Accumulated other comprehensive loss	-	31,971	2,404	1,654
Net amount recognized	$-	$(3,769)	$(2,916)	$(3,217)

	Pension Plan		SERP
	2015	2014	2015	2014

Service cost	$-	$-	$-	$-
Interest cost	617	2,275	177	218
Expected return on assets	(585)	(2,298)	-	-
Amortization of actuarial loss	195	406	68	50
Amortization of prior year service cost	-	-	(49)	(49)
Net periodic benefit expense	227	383	196	219
Insurance premium due PBGC	99	545	-	-
	$326	$928	$196	$219

Pension expense was $522 for the year ended December 31, 2015, which included net periodic benefit expense of $227 for the pension, $196 for the SERP and $99 of insurance premiums due to the PBGC. Pension expense was $1,147 for the year ended December 31, 2014, which included net periodic benefit expense of $383 for the pension, $219 for the SERP, $394 of insurance premiums due to the PBGC and $151 of federal excise tax related to non-payment of minimum pension funding requirements.

There was an unrecognized net actuarial loss of $15,710 in 2014 due to a decrease in the discount rate used to remeasure the Pension Plan of 4.8% as of December 31, 2013 compared to 3.8% as of December 31, 2014. The discount rate is estimated based on an index of similar fixed income securities.

The SERP minimum liability recorded in other comprehensive loss increased $750 in 2015 compared to an increase of $307 in 2014. The increase in 2015 reflected the decrease to the discount rate used to measure the SERP as of December 31, 2015 of 3.7% compared to 3.8% as of December 31, 2014 and the use of more current mortality tables.

The weighted average assumptions used to remeasure benefit obligations as of December 31, 2015 and 2014 included a discount rate of 3.8% and 4.8%, respectively, for the Pension Plan and SERP. The weighted average assumptions used to determine net periodic cost for the periods ended December 31, 2015 and 2014 included a discount rate of 3.8% and 4.8%, respectively, in each period for the Pension Plan and SERP. The weighted average assumption used to determine an expected long-term rate of return on Pension Plan assets was 8.0%.

The long-term rate of return on plan assets was estimated as the weighted average expected return of each of the asset classes in the target allocation of plan assets. The expected return of each asset class is based on historical market returns.

The Pension Plan's weighted-average asset allocations and weighted-average targeted asset allocations for each of the years presented were as follows:

		2015	2014
Asset allocation category of plan assets	Target %	Actual %	Actual %
Mutual funds - equity securities	60	n/a	61
Mutual funds - debt securities	25	n/a	39
Real estate investment trust	5	n/a	-
Hedge funds	10	n/a	-

The asset allocation policy, consistent with the long-term growth objectives of the Pension Plan, was to invest on a diversified basis among various asset classes as determined by the Pension Plan Administrative Committee. Assets were invested in a manner intended to provide for long-term growth with a goal to achieve returns equal to or greater than applicable benchmarks. Investments were managed by registered investment advisors.

The Pension Plan assets included a significant amount of mutual funds invested in equity and debt securities that were classified within Level 1 because the underlying investments had readily available market prices. Fair values of real estate investments within the real estate investment trust were classified as Level 3 because they were valued using real estate valuation techniques and other methods that include reference to third-party sources and sales comparables where available. Hedge fund investments were classified in Level 2 and the fair values were generally calculated from pricing models with market input parameters from third-party sources. The Pension Plan assets fair value measurements are summarized below:

Description	December 31, 2014	Level 1	Level 2	Level 3
Pension Plan Assets:
Mutual funds - equity securities	$18,227	$18,227	$-	$-
Mutual funds - debt securities	11,449	11,449	-	-
Money market mutual funds	45	45	-	-
Total	$29,721	$29,721	$-	$-

Through September 15, 2012, the Company's funding policy was to contribute to the Pension Plan trust amounts sufficient to satisfy regulatory funding standards, based upon independent actuarial valuations. Beginning in October 2012, the Company discontinued this policy in order to preserve the necessary liquidity for its operations. As a result, a statutory lien in favor of the PBGC was placed against the assets of the Company to secure aggregate unpaid contributions which amounted to $6,979, including interest, as of January 15, 2015, which is the date the most recent contribution was due. However, under the Pension Settlement Agreement all of the Pension Plan's liabilities, including the unpaid contributions were settled for an amount substantially less than the total and the PBGC statutory lien was withdrawn in favor of new consensual liens which are subordinate to the Company's senior lenders (see Settlement of Pension Plan Liabilities above).

The Company is not currently required to fund the SERP. All benefit payments are made by E&S directly to those who receive benefits from the SERP. As such, these payments are treated as both contributions and benefits paid for reporting purposes.

The Company expects to contribute and pay benefits of approximately $480 related to the SERP in 2016.

As of December 31, 2015, the following benefits are expected to be paid based on actuarial estimates and prior experience:

Years Ending
December 31,	SERP
2016	$480
2017	516
2018	507
2019	449
2020	441
2021-2025	2,195