XML 26 R13.htm IDEA: XBRL DOCUMENT v3.3.1.900
Shareholders' Equity
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Shareholders' Equity
7. Shareholders’ Equity

 

    Common Stock                             Accumulated        
    Number
of shares
issued
    Amount     Capital in
excess of
par value
    Retained
earnings
    ESOT     Treasury
stock
    Other
Comprehensive
Loss
    Total
shareholders’
equity
 
    ($000’s omitted except for share data)  
Balance at December 31, 2013     2,614,506     $ 523     $ 14,024     $ 12,302     $ (1,065 )   $ (2,024 )   $ (26 )   $ 23,734  
Net loss     -       -       -       (3,126 )     -       -       -       (3,126 )
Retirement benefits adjustment     -       -       -       -       -       -       12       12  
Compensation expense     -       -       -       -       101       -       -       101  
Purchase of treasury shares     -       -       -       -       -       (202 )     -       (202 )
Stock based compensation     -       -       44       -       -       317       -       361  
Balance at December 31, 2014     2,614,506     $ 523     $ 14,068     $ 9,176     $ (964 )   $ (1,909 )   $ (14 )   $ 20,880  
Net income     -       -       -       4,597       -       -       -       4,597  
Retirement benefits adjustment     -       -       -       -       -       -       11       11  
Compensation expense     -       -       -       -       101       -       -       101  
Purchase of treasury shares     -       -       -       -       -       (114 )     -       (114 )
Cash dividend     -       -       -       (375 )     -       -       -       (375 )
Exercise of stock options, net of tax benefit     -       -       -       (3 )     -       7       -       4  
Stock based compensation, net of tax benefit     -       -       24       -       -       314       -       338  
Balance at December 31, 2015     2,614,506     $ 523     $ 14,092     $ 13,395     $ (863 )   $ (1,702 )   $ (3 )   $ 25,442  

 

The Company’s Board of Directors authorized the purchase of up to 450,000 shares of its common stock in the open market or in privately negotiated transactions. As of December 31, 2015, the Company has purchased 331,970 shares and there remain 118,030 shares available to purchase under this program. There were no shares purchased by the Company in 2015.

  

On April 18, 2013, the Company issued 165,000 shares of restricted stock to Executive Officers of the Company under the Company's 2012 Long-Term Incentive Plan that was approved by the shareholders at the 2012 Annual Meeting of Shareholders. This plan authorizes the issuance of up to 300,000 shares. The restricted share awards vest over four year periods between January 2014 and January 2017; however, have voting rights and accrue dividends prior to vesting. The aggregate amount of expense to the Company, measured based on grant date fair value is expected to be $1,336,500 and will be recognized over the four year requisite service period. During the years ended December 31, 2015 and 2014, there was approximately $361,000, respectively, of compensation expense related to the restrictive share awards.

 

On January 1, 2015, 41,250 shares of restricted stock vested of which 17,435 shares were withheld and repurchased by the Company for approximately $114,000 to satisfy statutory minimum withholding tax requirements for those participants who elected this option as permitted under the Company’s 2012 Long-Term Incentive Plan.

 

On May 29, 2015, the Company announced that its Board of Directors declared a $0.15 per share cash dividend. The dividend was subsequently paid on July 15, 2015 to shareholders of record on June 30, 2015 and was approximately $375,000 in the aggregate. These dividends do not represent that the Company will pay dividends on a regular or scheduled basis. The amount is recorded as a reduction to retained earnings on the accompanying consolidated balance sheet.

 

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.

 

   

Years Ended

December 31,

 
    2015     2014  
    ($000’s omitted expect per
share data)
 
             
Net income (loss)   $ 4,597     $ (3,126 )
Weighted average common shares outstanding (basic)     2,182       2,143  
Unvested restricted stock     82       124  
Weighted average common Shares outstanding (diluted)     2,264       2,267  
Basic                
Net income (loss) per share   $ 2.11     $ (1.46 )
Diluted                
Net income (loss) per share   $ 2.03     $ (1.38 )

  

Share Based Payments

 

Under the Servotronics, Inc. 2001 Long-Term Stock Incentive Plan authorized by the Board of Directors and the Shareholders, the Company has granted options to certain Directors, Officers and employees. No options were granted under this plan since 2005. Options granted under this plan have durations of ten years and all outstanding options are currently exercisable.

 

A summary of the status of options granted under all employee plans is presented below:

 

    Options
Outstanding
    Weighted
Average
Exercise
Price ($)
    Weighted
Average
Remaining
Contractual
Life
    Aggregate
Intrinsic
Value
($)
 
                         
Outstanding and exercisable as of December 31, 2013     1,000       4.70       2.00       3,400  
                                 
Outstanding and exercisable as of December 31, 2014     1,000       4.70       1.00       1,790  
                                 
Outstanding and exercisable as of December 31, 2015     -       -       -       -  

 

The Company's 2012 Long-Term Incentive Plan was approved by the shareholders at the 2012 Annual Meeting of Shareholders. This plan authorizes the issuance of up to 300,000 shares. On April 18, 2013, the Company issued 165,000 shares of restricted stock to Executive Officers of the Company. The restricted share awards vest over four year periods between January 2014 and January 2017; however, the restricted shares have voting rights and accrue dividends prior to vesting. The aggregate amount of expense to the Company, measured based on grant date fair value is expected to be $1,336,500 and will be recognized over the four year requisite service period. During the years ended December 31, 2015 and 2014, there was $361,000 of compensation expense related to the restricted share awards. As of December 31, 2015, there is approximately $361,000 of unrecognized compensation related to the unvested restricted shares which is expected to be recognized over the next year.

 

A summary of the status of restricted share awards granted under all employee plans is presented below:

 

    Shares    

Weighted Average

Grant Date Fair Value

 
Restricted Share Activity:                
Unvested at December 31, 2014     123,750     $ 8.10  
Granted in 2015     -          
Forfeited in 2015     -          
Vested in 2015     41,250          
Unvested at December 31, 2015     82,500     $ 8.10  

 

Shareholders’ Rights Plan

 

During 2012, the Company’s Board of Directors adopted a shareholders’ rights plan (the “Rights Plan”) and simultaneously declared a dividend distribution of one right for each outstanding share of the Company’s common stock outstanding at October 15, 2012. The Rights Plan replaced a previous shareholders rights plan that was adopted in 2002 and expired on August 28, 2012. The rights do not become exercisable until the earlier of (i) the date of the Company’s public announcement that a person or affiliated group other than Dr. Nicholas D. Trbovich, Kenneth D. Trbovich or the ESOP trust (an “Acquiring Person”) has acquired, or obtained the right to acquire, beneficial ownership of 25% or more of the Company’s common stock (excluding shares held by the ESOP trust) or (ii) ten business days following the commencement of a tender offer that would result in a person or affiliated group becoming an Acquiring Person.

  

The exercise price of a right has been established at $32.00. Once exercisable, each right would entitle the holder to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock. In the event that any person becomes an Acquiring Person, each right would entitle any holder other than the Acquiring Person to purchase common stock or other securities of the Company having a value equal to three times the exercise price. The Board of Directors has the discretion in such event to exchange two shares of common stock or two one-hundredths of a share of preferred stock for each right held by any holder other than the Acquiring Person.