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Employee Benefit Plans

12 Months Ended

Dec. 31, 2011

Note 12. Employee Benefit Plans

401(k) Plan. The Company sponsors a retirement savings plan pursuant to Section 401(k) of the Internal Revenue Code. Employees who have completed one year of service are eligible to participate in the plan. New employees, who have met the service requirement, are automatically enrolled in the plan at a 2% deferral rate, which can be modified by the employee at any time. An eligible employee may contribute up to 15% of annual salary to the plan. The Company contributes an amount equal to 75% of the first 6% of the employee’s salary contributed. Participants vest in Company contributions at the rate of 20% after one year of service, and 20% for each additional year of service, with 100% vesting after five years of service. The Company’s matching contribution expense was $1,198,000, $1,107,000, and $933,000, for the years ended December 31, 2011, 2010, and 2009, respectively. Additionally, the Company made additional discretionary matching contributions to the plan of $200,000 in 2009. The Company did not make a discretionary contribution in 2011 or 2010. The Company’s matching and discretionary contributions are made in the form of Company stock, which can be transferred by the employee into other investment options offered by the plan at any time. Employees are not permitted to invest their own contributions in Company stock.

Pension Plan. The Company sponsors a noncontributory defined benefit retirement plan (the “Pension Plan”), which is intended to qualify under Section 401(a) of the Internal Revenue Code. Employees who have attained age 21 and completed one year of service are eligible to participate in the Pension Plan. The Pension Plan provides for a monthly payment, at normal retirement age of 65, equal to one-twelfth of the sum of (i) 0.75% of Final Average Annual Compensation (5 highest consecutive calendar years’ earnings out of the last 10 years of employment) multiplied by the employee’s years of service not in excess of 40 years, and (ii) 0.65% of Final Average Annual Compensation in excess of “covered compensation” multiplied by years of service not in excess of 35 years. “Covered compensation” means the average of the social security taxable wage base during the 35 year period ending with the year the employee attains social security retirement age. Early retirement, with reduced monthly benefits, is available at age 55 after 15 years of service. The Pension Plan provides for 100% vesting after 5 years of service, and provides for a death benefit to a vested participant’s surviving spouse. The costs of benefits under the Pension Plan, which are borne by the Company, are computed actuarially and defrayed by earnings from the Pension Plan’s investments. The compensation covered by the Pension Plan includes total earnings before reduction for contributions to a cash or deferred profit-sharing plan (such as the 401(k) plan described above) and amounts used to pay group health insurance premiums and includes bonuses (such as amounts paid under the incentive compensation plan). Compensation for the purposes of the Pension Plan may not exceed statutory limits; such limits were $245,000 in 2011, $245,000 in 2010 and $235,000 in 2009.

During the second quarter of 2009, the Company amended the Pension Plan to prohibit new entrants into the plan.

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to provide the Company with the maximum deduction for income tax purposes. The contributions are invested to provide for benefits under the Pension Plan. The Company expects that it will contribute $2,500,000 to the Pension Plan in 2012.

The following table reconciles the beginning and ending balances of the Pension Plan’s benefit obligation, as computed by the Company’s independent actuarial consultants, and its plan assets, with the difference between the two amounts representing the funded status of the Pension Plan as of the end of the respective year.

($ in thousands)	2011			2010			2009
Change in benefit obligation
Projected benefit obligation at beginning of year	$	31,140			25,395			24,039
Service cost		1,782			1,754			1,687
Interest cost		1,638			1,555			1,360
Actuarial (gain) loss		6,004			2,830			(1,309	)
Benefits paid		(480	)		(394	)		(382	)
Projected benefit obligation at end of year		40,084			31,140			25,395
Change in plan assets
Plan assets at beginning of year		22,431			17,793			13,065
Actual return on plan assets		15			2,532			3,610
Employer contributions		2,500			2,500			1,500
Benefits paid		(480	)		(394	)		(382	)
Plan assets at end of year		24,466			22,431			17,793

Funded status at end of year	$	(15,618	)		(8,709	)		(7,602	)

The accumulated benefit obligation related to the Pension Plan was $29,641,000, $22,124,000, and $18,413,000 at December 31, 2011, 2010, and 2009, respectively.

The following table presents information regarding the amounts recognized in the consolidated balance sheets at December 31, 2011 and 2010 as it relates to the Pension Plan, excluding the related deferred tax assets.

($ in thousands)		2011		2010

Other assets – prepaid pension asset	$	671		270
Other liabilities		(16,289	)	(8,979	)
	$	(15,618	)	(8,709	)

The following table presents information regarding the amounts recognized in accumulated other comprehensive income (AOCI) at December 31, 2011 and 2010, as it relates to the Pension Plan.

($ in thousands)		2011		2010

Net loss	$	16,213		8,889
Net transition obligation		32		34
Prior service cost		44		56
Amount recognized in AOCI before tax effect		16,289		8,979
Tax benefit		(6,434	)	(3,547	)
Net amount recognized as reduction to AOCI	$	9,855		5,432

The following table reconciles the beginning and ending balances of accumulated other comprehensive income (AOCI) at December 31, 2011 and 2010, as it relates to the Pension Plan:

($ in thousands)		2011		2010

Accumulated other comprehensive loss at beginning of fiscal year	$	5,432		4,639
Net loss arising during period		7,707		1,777
Amortization of unrecognized actuarial loss		(382	)	(450	)
Amortization of prior service cost and transition obligation		(13	)	(15	)
Tax benefit of changes during the year, net		(2,889	)	(519	)
Accumulated other comprehensive loss at end of fiscal year	$	9,855		5,432

The following table reconciles the beginning and ending balances of the prepaid pension cost related to the Pension Plan:

($ in thousands)		2011		2010

Prepaid pension cost as of beginning of fiscal year	$	270		65
Net periodic pension cost for fiscal year		(2,099	)	(2,295	)
Actual employer contributions		2,500		2,500
Prepaid pension asset as of end of fiscal year	$	671		270

Net pension cost for the Pension Plan included the following components for the years ended December 31, 2011, 2010, and 2009:

($ in thousands)		2011		2010		2009

Service cost – benefits earned during the period	$	1,782		1,754		1,687
Interest cost on projected benefit obligation		1,638		1,555		1,360
Expected return on plan assets		(1,716	)	(1,479	)	(998	)
Net amortization and deferral		395		465		780
Net periodic pension cost	$	2,099		2,295		2,829

The estimated net loss, transition obligation, and prior service cost that will be amortized from accumulated other comprehensive income into net periodic pension cost over the next fiscal year are $1,070,000, $2,000, and $12,000, respectively.

The following table is an estimate of the benefits that will be paid in accordance with the Pension Plan during the indicated time periods:

($ in thousands)		Estimated benefit payments

Year ending December 31, 2012	$	661
Year ending December 31, 2013		827
Year ending December 31, 2014		1,017
Year ending December 31, 2015		1,065
Year ending December 31, 2016		1,384
Years ending December 31, 2017-2021		8,945

For each of the years ended December 31, 2011, 2010, and 2009, the Company used an expected long-term rate-of-return-on-assets assumption of 7.75%. The Company arrived at this rate based primarily on a third-party investment consulting firm’s historical analysis of investment returns, which indicated that the mix of the Pension Plan’s assets (generally 75% equities and 25% fixed income) can be expected to return approximately 7.75% on a long term basis.

Funds in the Pension Plan are invested in a mix of investment types in accordance with the Pension Plan’s investment policy, which is intended to provide an average annual rate of return of 7% to 10%, while maintaining proper diversification. Except for Company stock, all of the Pension Plan’s assets are invested in an unaffiliated bank money market account or mutual funds. The investment policy of the Pension Plan does not permit the use of derivatives, except to the extent that derivatives are used by any of the mutual funds invested in by the Pension Plan. The following table presents the targeted mix of the Pension Plan’s assets as of December 31, 2011, as set out by the Plan’s investment policy:

Investment type	Targeted % of Total Assets			Acceptable Range % of Total Assets

Fixed income investments
Cash/money market account		2	%		1%-5%
US government bond fund		10	%		10%-20%
US corporate bond fund		10	%		5%-15%
US corporate high yield bond fund		5	%		0%-10%
Equity investments
Large cap value fund		20	%		20%-30%
Large cap growth fund		20	%		20%-30%
Mid cap equity fund		10	%		5%-15%
Small cap growth fund		8	%		5%-15%
Foreign equity fund		10	%		5%-15%
Company stock		5	%		0%-10%

The Pension Plan’s investment strategy contains certain investment objectives and risks for each permitted investment category. To ensure that risk and return characteristics are consistently followed, the Pension Plan’s investments are reviewed at least semi-annually and rebalanced within the acceptable range. Performance measurement of the investments employs the use of certain investment category and peer group benchmarks. The investment category benchmarks as of December 31, 2011 are as follows:

Investment Category	Investment Category Benchmark	Range of Acceptable Deviation from Investment Category Benchmark

Fixed income investments
Cash/money market account	Citigroup Treasury Bill Index – 3 month	0-50 basis points
US government bond fund	Barclays Intermediate Government Bond Index	0-200 basis points
US corporate bond fund	Barclays Aggregate Index	0-200 basis points
US corporate high yield bond fund	Barclays High Yield Index	0-200 basis points
Equity investments
Large cap value fund	Russell 1000 Value Index	0-300 basis points
Large cap growth fund	Russell 1000 Growth Index	0-300 basis points
Mid cap equity fund	Russell Mid Cap Index	0-300 basis points
Small cap growth fund	Russell 2000 Growth Index	0-300 basis points
Foreign equity fund	MSCI EAFE Index	0-300 basis points
Company stock	Russell 2000 Index	0-300 basis points

Each of the investment fund’s average annualized return over a three-year period should be within the range of acceptable deviation from the benchmarked index shown above. In addition to the investment category benchmarks, the Pension Plan also utilizes certain Peer Group benchmarks, based on Morningstar percentile rankings for each investment category. Funds are generally considered to be underperformers if their category ranking is below the 75^th percentile for the trailing one-year period; the 50^th percentile for the trailing three-year period; and the 25^th percentile for the trailing five-year period.

The Pension Plan invests in various investment securities which are exposed to various risks such as interest rate, market, and credit risks. All of these risks are monitored and managed by the Company. No significant concentration of risk exists within the plan assets at December 31, 2011.

The fair values of the Company’s pension plan assets at December 31, 2011, by asset category, are as follows:

($ in thousands)	Total Fair Value at December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Fixed income investments
Money market funds	$	831		—		831		—
US government bond fund		2,356		2,356		—		—
US corporate bond fund		2,331		2,331		—		—
US corporate high yield bond fund		1,195		1,195		—		—

Equity investments
Large cap value fund		5,194		5,194		—		—
Large cap growth fund		4,883		4,883		—		—
Small cap growth fund		2,030		2,030		—		—
Mid cap growth fund		2,491		2,491		—		—
Foreign equity fund		2,328		2,328		—		—
Company stock		827		827		—		—
Total	$	24,466		23,635		831		—

The fair values of the Company’s pension plan assets at December 31, 2010, by asset category, are as follows:

($ in thousands)	Total Fair Value at December 31, 2010		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Fixed income investments
Money market funds	$	525		—		525		—
US government bond fund		1,987		1,987		—		—
US corporate bond fund		2,038		2,038		—		—
US corporate high yield bond fund		1,147		1,147		—		—

Equity investments
Large cap value fund		4,634		4,634		—		—
Large cap growth fund		4,623		4,623		—		—
Small cap growth fund		2,106		2,106		—		—
Mid cap growth fund		2,523		2,523		—		—
Foreign equity fund		2,286		2,286		—		—
Company stock		562		562		—		—
Total	$	22,431		21,906		525		—

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2011 and 2010.

	-	Money market fund: valued on the active market on which it is traded; at amortized cost, which approximates fair value.
	-	Mutual funds, common stocks: valued at the closing price reported on the active market on which the individual securities are traded.

Supplemental Executive Retirement Plan. The Company sponsors a Supplemental Executive Retirement Plan (the “SERP”) for the benefit of certain senior management executives of the Company. The purpose of the SERP is to provide additional monthly pension benefits to ensure that each such senior management executive would receive lifetime monthly pension benefits equal to 3% of his or her final average compensation multiplied by his or her years of service (maximum of 20 years) to the Company or its subsidiaries, subject to a maximum of 60% of his or her final average compensation. The amount of a participant’s monthly SERP benefit is reduced by (i) the amount payable under the Company’s qualified Pension Plan (described above), and (ii) 50% of the participant’s primary social security benefit. Final average compensation means the average of the 5 highest consecutive calendar years of earnings during the last 10 years of service prior to termination of employment. The SERP is an unfunded plan. Payments are made from the general assets of the Company.

The following table reconciles the beginning and ending balances of the SERP’s benefit obligation, as computed by the Company’s independent actuarial consultants:

($ in thousands)	2011			2010			2009

Change in benefit obligation
Projected benefit obligation at beginning of year	$	7,433			6,222			5,239
Service cost		292			408			464
Interest cost		351			377			328
Actuarial (gain) loss		93			531			296
Benefits paid		(105	)		(105	)		(105	)
Projected benefit obligation at end of year		8,064			7,433			6,222
Plan assets		—			—			—
Funded status at end of year	$	(8,064	)		(7,433	)		(6,222	)

The accumulated benefit obligation related to the SERP was $7,199,000, $5,623,000, and $4,882,000 at December 31, 2011, 2010, and 2009, respectively.

The following table presents information regarding the amounts recognized in the consolidated balance sheets at December 31, 2011 and 2010 as it relates to the SERP, excluding the related deferred tax assets.

($ in thousands)		2011		2010

Other assets – prepaid pension asset (liability)	$	(6,075	)	(5,507	)
Other liabilities		(1,989	)	(1,926	)
	$	(8,064	)	(7,433	)

The following table presents information regarding the amounts recognized in AOCI at December 31, 2011 and 2010.

($ in thousands)		2011		2010

Net (gain)/loss	$	1,887		1,805
Prior service cost		102		121
Amount recognized in AOCI before tax effect		1,989		1,926
Tax benefit		(786	)	(761	)
Net amount recognized as reduction to AOCI	$	1,203		1,165

The following table reconciles the beginning and ending balances of accumulated other comprehensive income (AOCI) at December 31, 2011 and 2010, as it relates to the SERP:

($ in thousands)		2011		2010

Accumulated other comprehensive loss at beginning of fiscal year	$	1,165		906
Net loss arising during period		93		530
Amortization of unrecognized actuarial loss		(12	)	(81	)
Amortization of prior service cost and transition obligation		(19	)	(19	)
Tax benefit of changes during the year, net		(24	)	(171	)
Accumulated other comprehensive loss at end of fiscal year	$	1,203		1,165

The following table reconciles the beginning and ending balances of the prepaid pension cost related to the SERP:

($ in thousands)		2011		2010

Prepaid pension cost (liability) as of beginning of fiscal year	$	(5,507	)	(4,727	)
Net periodic pension cost for fiscal year		(673	)	(885	)
Benefits paid		105		105
Prepaid pension cost (liability) as of end of fiscal year	$	(6,075	)	(5,507	)

Net pension cost for the SERP included the following components for the years ended December 31, 2011, 2010, and 2009:

($ in thousands)		2011	2010	2009

Service cost – benefits earned during the period	$	292	408	464
Interest cost on projected benefit obligation		351	377	328
Net amortization and deferral		30	100	125
Net periodic pension cost	$	673	885	917

The estimated net loss and prior service cost that will be amortized from accumulated other comprehensive income into net periodic pension cost over the next fiscal year are $135,000 and $19,000, respectively.

The following table is an estimate of the benefits that will be paid in accordance with the SERP during the indicated time periods:

($ in thousands)		Estimated benefit payments
Year ending December 31, 2012	$	230
Year ending December 31, 2013		326
Year ending December 31, 2014		321
Year ending December 31, 2015		315
Year ending December 31, 2016		436
Years ending December 31, 2017-2021		2,494

The following assumptions were used in determining the actuarial information for the Pension Plan and the SERP for the years ended December 31, 2011, 2010, and 2009:

	2011					2010					2009
		Pension Plan		SERP			Pension Plan		SERP			Pension Plan		SERP
Discount rate used to determine net periodic pension cost		5.59	%	5.59	%		6.00	%	6.00	%		5.75	%	5.75	%
Discount rate used to calculate end of year liability disclosures		4.39	%	4.39	%		5.59	%	5.59	%		6.00	%	6.00	%
Expected long-term rate of return on assets		7.75	%	n/a			7.75	%	n/a			7.75	%	n/a
Rate of compensation increase		5.00	%	5.00	%		5.00	%	5.00	%		5.00	%	5.00	%

The Company’s discount rate policy is based on a calculation of the Company’s expected pension payments, with those payments discounted using the Citigroup Pension Index yield curve.