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Employee Benefit Plans

12 Months Ended

Dec. 31, 2017

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. New employees who have met the age requirement are automatically enrolled in the plan at a 5% deferral rate on the next plan Entry Date. The automatic deferral can be modified by the employee at any time. An eligible employee may contribute up to 15% of annual salary to the plan. For the years presented, the Company contributed an amount equal to the sum of 1) 100% of the employee’s salary contributed up to 3% and 2) 50% of the employee’s salary contributed between 3% and 5%. The Company’s matching contribution expense was $2.3 million, $1.6 million and $1.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. Effective January 1, 2018, the Company’s matching contribution was increased to 100% of the employee’s salary contribution up to 6%. Although discretionary contributions by the Company are permitted by the plan, the Company did not make any such contributions in 2017, 2016 or 2015. The Company’s matching and discretionary contributions are made according to the same investment elections each participant has established for their deferral contributions.

Pension Plan. Historically, the Company offered a noncontributory defined benefit retirement plan (the “Pension Plan”) that qualified under Section 401(a) of the Internal Revenue Code. The Pension Plan provided 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 the average social security wage base multiplied by years of service not in excess of 35 years. Benefits were fully vested after five years of service. Effective December 31, 2012, the Company froze the Pension Plan for all participants. In December 2017, the Company’s Retirement Committee approved a resolution to terminate the Pension Plan effective April 1, 2018.

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to be deductible for income tax purposes. As discussed below, the contributions are invested to provide for benefits under the Pension Plan. The Company did not make any contributions to the Pension Plan in 2017, 2016 or 2015. If needed, the Company expects to contribute an amount sufficient to fully fund the Plan at the time of the expected liquidation in 2018.

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)	2017			2016			2015
Change in benefit obligation
Benefit obligation at beginning of year	$	36,840			36,164			35,615
Service cost		—			—			—
Interest cost		1,449			1,502			1,364
Actuarial (gain) loss		1,941			1,288			1,236
Benefits paid		(2,080	)		(2,114	)		(2,051	)
Benefit obligation at end of year		38,150			36,840			36,164
Change in plan assets
Plan assets at beginning of year		36,950			35,489			37,282
Actual return on plan assets		6,436			3,575			258
Employer contributions		—			—			—
Benefits paid		(2,080	)		(2,114	)		(2,051	)
Plan assets at end of year		41,306			36,950			35,489

Funded status at end of year	$	3,156			110			(675	)

The accumulated benefit obligation related to the Pension Plan was $38,150,000, $36,840,000, and $36,164,000 at December 31, 2017, 2016, and 2015, respectively.

The following table presents information regarding the amounts recognized in the consolidated balance sheets at December 31, 2017 and 2016 as it relates to the Pension Plan, excluding the related deferred tax assets.

($ in thousands)	2017		2016

Other assets	$	3,156		110
Other liabilities		—		—
	$	3,156		110

The following table presents information regarding the amounts recognized in accumulated other comprehensive income (“AOCI”) at December 31, 2017 and 2016, as it relates to the Pension Plan.

($ in thousands)	2017			2016

Net gain (loss)	$	(3,925	)		(5,856	)
Prior service cost		—			—
Amount recognized in AOCI before tax effect		(3,925	)		(5,856	)
Tax (expense) benefit		1,452			2,164
Net amount recognized as increase (decrease) to AOCI	$	(2,473	)		(3,692	)

The following table reconciles the beginning and ending balances of AOCI at December 31, 2017 and 2016, as it relates to the Pension Plan:

($ in thousands)	2017			2016

Accumulated other comprehensive loss at beginning of fiscal year	$	(3,692	)		(3,466	)
Net gain (loss) arising during period		1,686			(412	)
Amortization of unrecognized actuarial loss		244			238
Tax (expense) benefit of changes during the year, net		(711	)		(52	)
Accumulated other comprehensive gain (loss)		(2,473	)		(3,692	)
Reclassification from AOCI to Retained Earnings due to statutory tax changes		(436	)		—
Accumulated other comprehensive gain (loss) at end of fiscal year	$	(2,909	)		(3,692	)

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

($ in thousands)	2017		2016

Prepaid pension cost as of beginning of fiscal year	$	5,965		5,007
Net periodic pension income (cost) for fiscal year		1,117		958
Actual employer contributions		—		—
Prepaid pension asset as of end of fiscal year	$	7,082		5,965

Net pension (income) cost for the Pension Plan included the following components for the years ended December 31, 2017, 2016, and 2015:

($ in thousands)	2017			2016			2015

Service cost – benefits earned during the period	$	—			—			—
Interest cost on projected benefit obligation		1,449			1,502			1,364
Expected return on plan assets		(2,810	)		(2,698	)		(2,847	)
Net amortization and deferral		244			238			—
Net periodic pension (income) cost	$	(1,117	)		(958	)		(1,483	)

The following table is an estimate of the benefits that will be paid in accordance with the Pension Plan during the indicated time periods, assuming the Pension Plan is operated on an ongoing basis. As previously noted, the Company intends to terminate and liquidate the Pension Plan in 2018, which would result in the settlement of all benefits.

($ in thousands)	Estimated benefit payments
Year ending December 31, 2018	$	1,539
Year ending December 31, 2019		1,711
Year ending December 31, 2020		1,764
Year ending December 31, 2021		1,867
Year ending December 31, 2022		1,910
Years ending December 31, 2023-2027		10,039

For each of the years ended December 31, 2017, 2016, and 2015, 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.

In December 2017, as a result of the Company’s intent to terminate and liquidate the Pension Plan, the Pension Plan’s assets were all shifted into a money market fund.

Prior to the re-allocation of the Funds in the Pension Plan in December 2017, the Funds were invested in a mix of investment types in accordance with the Pension Plan’s investment policy, which was intended to provide an average annual rate of return of 7% to 10%, while maintaining proper diversification.

The fair values of the Company’s pension plan assets at December 31, 2017, by asset category, are as follows:

($ in thousands)
	Total Fair Value at December 31, 2017		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	$	41,306		—		41,306		—
Total	$	41,306		—		41,306		—

The fair values of the Company’s pension plan assets at December 31, 2016, by asset category, are as follows:

($ in thousands)
	Total Fair Value at December 31, 2016		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	$	9,590		—		9,590		—

Equity investments
Large cap value fund		15,595		15,595		—		—
Small cap growth fund		2,624		2,624		—		—
Mid cap equity fund		3,220		3,220		—		—
Foreign equity fund		2,669		2,669		—		—
Company stock		3,252		3,252		—		—
Total	$	36,950		27,360		9,590		—

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, 2017 and 2016.

Money market fund: Valued at net asset value (“NAV”), which can be validated with a sufficient level of observable activity (i.e. purchases and sales at NAV), and therefore, the funds were classified within Level 2 of the fair value hierarchy.

Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission and are deemed to be actively traded.

Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

Supplemental Executive Retirement Plan. Historically, the Company sponsored a Supplemental Executive Retirement Plan (the “SERP”) for the benefit of certain senior management executives of the Company. The purpose of the SERP was 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. Effective December 31, 2012, the Company froze the SERP to all participants.

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)	2017			2016			2015
Change in benefit obligation
Projected benefit obligation at beginning of year	$	5,910			5,778			5,216
Service cost		118			106			201
Interest cost		227			238			206
Actuarial (gain) loss		85			145			497
Benefits paid		(370	)		(357	)		(342	)
Projected benefit obligation at end of year		5,970			5,910			5,778
Plan assets		—			—			—
Funded status at end of year	$	(5,970	)		(5,910	)		(5,778	)

The accumulated benefit obligation related to the SERP was $5,970,000, $5,910,000, and $5,778,000 at December 31, 2017, 2016, and 2015, respectively.

The following table presents information regarding the amounts recognized in the consolidated balance sheets at December 31, 2017 and 2016 as it relates to the SERP, excluding the related deferred tax assets.

($ in thousands)	2017			2016

Other assets – prepaid pension asset (liability)	$	(6,695	)		(6,754	)
Other assets (liabilities)		725			844
	$	(5,970	)		(5,910	)

The following table presents information regarding the amounts recognized in AOCI at December 31, 2017 and 2016, as it relates to the SERP:

($ in thousands)	2017			2016

Net gain (loss)	$	725			844
Prior service cost		—			—
Amount recognized in AOCI before tax effect		725			844
Tax (expense) benefit		(268	)		(311	)
Net amount recognized as increase (decrease) to AOCI	$	457			533

The following table reconciles the beginning and ending balances of AOCI at December 31, 2017 and 2016, as it relates to the SERP:

($ in thousands)	2017			2016

Accumulated other comprehensive income at beginning of fiscal year	$	533			625
Net gain (loss) arising during period		(85	)		(145	)
Prior service cost		—			—
Amortization of unrecognized actuarial loss		(34	)		(35	)
Amortization of prior service cost and transition obligation		—			—
Tax benefit (expense) related to changes during the year, net		43			88
Accumulated other comprehensive income (loss) at end of fiscal year	$	457			533

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

($ in thousands)	2017			2016

Prepaid pension cost (liability) as of beginning of fiscal year	$	(6,754	)		(6,802	)
Net periodic pension cost for fiscal year		(311	)		(309	)
Benefits paid		370			357
Prepaid pension cost (liability) as of end of fiscal year	$	(6,695	)		(6,754	)

Net pension cost for the SERP included the following components for the years ended December 31, 2017, 2016, and 2015:

($ in thousands)	2017			2016			2015

Service cost – benefits earned during the period	$	118			106			201
Interest cost on projected benefit obligation		227			238			206
Net amortization and deferral		(34	)		(35	)		(79	)
Net periodic pension cost	$	311			309			328

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, 2018	$	414
Year ending December 31, 2019		411
Year ending December 31, 2020		408
Year ending December 31, 2021		420
Year ending December 31, 2022		415
Years ending December 31, 2023-2027		2,041

The following assumptions were used in determining the actuarial information for the Pension Plan and the SERP for the years ended December 31, 2017, 2016, and 2015:

	2017		2016		2015
	Pension Plan	SERP	Pension Plan	SERP	Pension Plan	SERP
Discount rate used to determine net periodic pension cost	3.97%	3.97%	4.17%	4.17%	3.82%	3.82%
Discount rate used to calculate end of year liability disclosures	3.46%	3.46%	3.97%	3.97%	4.17%	4.17%
Expected long-term rate of return on assets	7.75%	n/a	7.75%	n/a	7.75%	n/a
Rate of compensation increase	n/a	n/a	n/a	n/a	n/a	n/a

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.