On April 21, 2015, the Company, as the administrator of its qualified defined benefit pension plan ("Pension Plan"), and the Pension Benefit Guaranty Corporation ("PBGC") entered into an Agreement For Appointment of Trustee and Termination of Plan (the "Termination Agreement") (a) terminating the Pension Plan, (b) establishing March 8, 2013 as the Plan's termination date and (c) appointing the PBGC as statutory trustee of the Pension 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. 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 7) 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 termination of the Pension Plan and settlement of its underlying liabilities enabled 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

The balance of the Pension Settlement Obligation is recorded on the balance sheet as of December 31, 2016 and 2015 as follows:

	2016	2015
Current portion of pension settlement obligation	$382	$356
Pension settlement obligation, net of current portion	4,886	5,268
Total Pension Settlement Obligation	$5,268	$5,624

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

The SERP provides eligible former executives, employed by the Company prior to 2002, defined pension benefits 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. Effective January 1, 2017, the Company started making a 3% profit sharing contribution in addition to the matching contribution. Contributions to the 401(k) plan for 2016 and 2015 were $182 and $168, respectively.

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

	Pension Plan		SERP
Changes in plan assets	2016	2015	2016	2015

Fair value of plan assets - beginning of year	$-	$29,721	$-	$-
Actual return on plan assets	-	1,547	-	-
Contributions	-	-	475	497
Benefits paid	-	(339)	(475)	(497)
Transfer out upon termination	-	(30,929)	-	-
Fair value of plan assets - end of year	$-	$-	$-	$-

	Pension Plan		SERP
Changes in benefit obligation	2016	2015	2016	2015

Projected benefit obligation - beginning of year	$-	$64,831	$5,320	$4,871
Interest cost	-	617	190	177
Actuarial loss (gain)	-	1,690	(184)	769
Benefits paid	-	(339)	(475)	(497)
Transfer of benefit obligation upon termination	-	(66,799)	-	-
Projected benefit obligation - end of year	$-	$-	$4,851	$5,320

	Pension Plan		SERP
Net amount recognized	2016	2015	2016	2015

Unfunded status	$-	$-	$(4,851)	$(5,320)
Unrecognized net actuarial loss	-	-	2,146	2,415
Unrecognized prior service cost	-	-	-	(11)
Net amount recognized	$-	$-	$(2,705)	$(2,916)

	Pension Plan		SERP
	2016	2015	2016	2015

Accrued liability	$-	$-	$(4,851)	$(5,320)
Accumulated other comprehensive loss	-	-	2,146	2,404
Net amount recognized	$-	$-	$(2,705)	$(2,916)

	Pension Plan		SERP
	2016	2015	2016	2015

Interest cost	$-	$617	$190	$177
Expected return on assets	-	(585)	-	-
Amortization of actuarial loss	-	195	82	68
Amortization of prior year service cost	-	-	(10)	(49)
Net periodic benefit expense	-	227	262	196
Insurance premium due PBGC		99	-	-
	$-	$326	$262	$196

Pension expense was $262 for the year ended December 31, 2016, which consisted of net periodic benefit expense of $262 for the SERP. Pension expense was $522 for the year ended December 31, 2015, which included net periodic benefit expense of $227 for the Pension Plan, $196 for the SERP and $99 of insurance premiums due to the PBGC.

The SERP minimum liability recorded in other comprehensive loss decreased $258 in 2016 compared to an increase of $750 in 2015. The decrease in 2016 was primarily due to the death of one participant. 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, 2016 and 2015 included a discount rate of 3.7% and 3.8%, respectively, for the SERP. The weighted average assumptions used to determine net periodic cost for the years ended December 31, 2016 and 2015 included a discount rate of 3.7% and 3.8%, respectively, in each year for the SERP.

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 $507 related to the SERP in 2017.

As of December 31, 2016, the following benefits are expected to be paid based on actuarial estimates and prior experience:


Years Ending December 31,	SERP
2017	$507
2018	510
2019	423
2020	417
2021	411
2022-2026	1,937