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Employee Benefit Plans | 12 Months Ended
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Dec. 31, 2011
Employee Benefit Plans | Note 10: Employee Benefit Plans Defined Benefit Pension Plan The Company’s Retirement Income Plan, a trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to substantially all employees with at least one year of service prior to 2002. During 2001, the plan became a multiple employer plan, with Marine Products Corporation as an adopting employer. The Company’s projected benefit obligation exceeds the fair value of the plan assets under its pension plan by $14.1 million and thus the plan was under-funded as of December 31, 2011. The following table sets forth the funded status of the Retirement Income Plan and the amounts recognized in RPC’s consolidated balance sheets:
December 31, |  | 2011 |  |  | 2010 |
(in thousands) |  |  |  |  |  |
Accumulated Benefit Obligation at end of year |  | $ | 38,278 |  |  | $ | 35,873 |
CHANGE IN PROJECTED BENEFIT OBLIGATION: |  |  |  |  |  |  |  |
Benefit obligation at beginning of year |  | $ | 35,873 |  |  | $ | 32,190 |
Service cost |  |  | — |  |  |  | — |
Interest cost |  |  | 1,916 |  |  |  | 1,893 |
Amendments |  |  | — |  |  |  | — |
Actuarial (gain) loss |  |  | 2,123 |  |  |  | 3,362 |
Benefits paid |  |  | (1,634 | ) |  |  | (1,572 | )
Projected benefit obligation at end of year |  | $ | 38,278 |  |  | $ | 35,873 |
CHANGE IN PLAN ASSETS: |  |  |  |  |  |  |  |
Fair value of plan assets at beginning of year |  | $ | 26,523 |  |  | $ | 24,932 |
Actual return on plan assets |  |  | (1,309 | ) |  |  | 2,548 |
Employer contribution |  |  | 600 |  |  |  | 614 |
Benefits paid |  |  | (1,634 | ) |  |  | (1,572 | )
Fair value of plan assets at end of year |  |  | 24,180 |  |  |  | 26,522 |
Funded status at end of year |  | $ | (14,098 | ) |  | $ | (9,351 | )
December 31, |  | 2011 |  |  | 2010 |
(in thousands) |  |  |  |  |  |
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS CONSIST OF: |  |  |  |  |  |
Noncurrent assets |  | $ | — |  |  | $ | — |
Current liabilities |  |  | — |  |  |  | — |
Noncurrent liabilities |  |  | (14,098 | ) |  |  | (9,351 | )
|  | $ | (14,098 | ) |  | $ | (9,351 | )
December 31, |  | 2011 |  |  | 2010 |
(in thousands) |  |  |  |  |  |
AMOUNTS (PRE-TAX) RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) CONSIST OF: |  |  |  |  |  |
Net loss (gain) |  | $ | 20,441 |  |  | $ | 15,642 |
Prior service cost (credit) |  |  | — |  |  |  | — |
Net transition obligation (asset) |  |  | — |  |  |  | — |
|  | $ | 20,441 |  |  | $ | 15,642 |
The accumulated benefit obligation for the Retirement Income Plan at December 31, 2011 and 2010 has been disclosed above. The Company uses a December 31 measurement date for this qualified plan. Amounts recognized in the consolidated balance sheets consist of:
December 31, |  | 2011 |  |  | 2010 |
(in thousands) |  |  |  |  |  |
Funded status |  | $ | (14,098 | ) |  | $ | (9,351 | )
SERP contributions/deferrals |  |  | (10,347 | ) |  |  | (9,046 | )
Long-term pension liabilities |  | $ | (24,445 | ) |  | $ | (18,397 | )
RPC’s funding policy is to contribute to the defined benefit pension plan the amount required, if any, under the Employee Retirement Income Security Act of 1974. RPC contributed $600,000 in 2011 and $614,000 in 2010. The components of net periodic benefit cost are summarized as follows:
Years ended December 31, |  | 2011 |  |  | 2010 |  |  | 2009 |
(in thousands) |  |  |  |  |  |  |  |  |
Service cost for benefits earned during the period |  | $ | — |  |  | $ | — |  |  | $ | — |
Interest cost on projected benefit obligation |  |  | 1,916 |  |  |  | 1,893 |  |  |  | 1,938 |
Expected return on plan assets |  |  | (1,831 | ) |  |  | (1,720 | ) |  |  | (1,521 | )
Amortization of net loss |  |  | 463 |  |  |  | 409 |  |  |  | 1,538 |
Net periodic benefit plan cost (credit) |  | $ | 548 |  |  | $ | 582 |  |  | $ | 1,955 |
The Company recognized pre-tax decreases (increases) to the funded status in comprehensive loss of $4,800,000 in 2011, $2,125,000 in 2010, and $(1,413,000) in 2009. There were no previously unrecognized prior service costs as of December 31, 2011, 2010 and 2009. The pre-tax amounts recognized in comprehensive loss for the years ended December 31, 2011, 2010 and 2009 are summarized as follows:
(in thousands) |  | 2011 |  |  | 2010 |  |  | 2009 |
Net loss (gain) |  | $ | 5,263 |  |  | $ | 2,534 |  |  | $ | 125 |
Amortization of net (loss) gain |  |  | (463 | ) |  |  | (409 | ) |  |  | (1,538 | )
Net transition obligation (asset) |  |  | — |  |  |  | — |  |  |  | — |
Amount recognized in other comprehensive loss |  | $ | 4,800 |  |  | $ | 2,125 |  |  | $ | (1,413 | )
The amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost in 2012 are as follows:
(in thousands) |  | 2012 |
Amortization of net loss (gain) |  | $ | 673 |
Prior service cost (credit) |  |  | — |
Net transition obligation (asset) |  |  | — |
Estimated net periodic benefit plan cost |  | $ | 673 |
The weighted average assumptions as of December 31 used to determine the projected benefit obligation and net benefit cost were as follows:
December 31, |  | 2011 |  |  | 2010 |  |  | 2009 |
Projected Benefit Obligation: |  |  |  |  |  |  |  |  |
Discount rate |  |  | 5.00 | % |  |  | 5.49 | % |  |  | 6.00 | %
Rate of compensation increase |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
Net Benefit Cost: |  |  |  |  |  |  |  |  |  |  |  |
Discount rate |  |  | 5.49 | % |  |  | 6.00 | % |  |  | 6.84 | %
Expected return on plan assets |  |  | 7.00 | % |  |  | 7.00 | % |  |  | 7.00 | %
Rate of compensation increase |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
The Company’s expected return on assets assumption is derived from a detailed periodic assessment conducted by its management and its investment adviser. It includes a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plan to determine the average rate of earnings expected on the funds invested to provide for the pension plan benefits. While the study gives appropriate consideration to recent fund performance and historical returns, the rate of return assumption is derived primarily from a long-term, prospective view. Based on its recent assessment, the Company has concluded that its expected long-term return assumption of seven percent is reasonable. The Plan’s weighted average asset allocation at December 31, 2011 and 2010 by asset category along with the target allocation for 2012 are as follows:
Asset Category |  | Target Allocation for 2012 |  |  | Percentage of Plan Assets as of December 31, 2011 |  |  | Percentage of Plan Assets as of December 31, 2010 |
Debt Securities – Core Fixed Income |  |  | 15.0% – 50.0 | % |  |  | 23.2 | % |  |  | 26.2 | %
Tactical – Fund of Equity and Debt Securities |  |  | 10.0% – 20.0 | % |  |  | 16.3 | % |  |  | 10.1 | %
Domestic Equity Securities |  |  | 20.0% – 40.0 | % |  |  | 15.2 | % |  |  | 26.4 | %
Global Equity Securities |  |  | 10.0% – 20.0 | % |  |  | 14.8 | % |  |  | 4.3 | %
International Equity Securities |  |  | 10.0% – 20.0 | % |  |  | 14.6 | % |  |  | 13.8 | %
Real Estate |  |  | 0.0% – 10.0 | % |  |  | 5.6 | % |  |  | 4.6 | %
Real Return |  |  | 0.0% – 10.0 | % |  |  | 9.6 | % |  |  | 5.6 | %
Other |  |  | 0.0% – 5.0 | % |  |  | 0.7 | % |  |  | 9.0 | %
Total |  |  | 100 | % |  |  | 100.0 | % |  |  | 100.0 | %
The Company’s overall investment strategy is to achieve a mix of approximately 70 percent of investments for long-term growth and 30 percent for near-term benefit payments, with a wide diversification of asset types, fund strategies and fund managers. Equity securities primarily include investments in large-cap and mid-cap companies. Fixed-income securities include corporate bonds of companies in diversified securities, mortgage-backed securities, and U.S. Treasuries. Other types of investments include hedge funds and private equity funds that follow several different investment strategies. For each of the asset categories in the pension plan, the investment strategy is identical – maximize the long-term rate of return on plan assets with an acceptable level of risk in order to minimize the cost of providing pension benefits. The investment policy establishes a target allocation for each asset class which is rebalanced as required. The plans utilize a number of investment approaches, including individual market securities, equity and fixed income funds in which the underlying securities are marketable, and debt funds to achieve this target allocation. Some of our assets, primarily our private equity, real estate and hedge funds, do not have readily determinable market values given the specific investment structures involved and the nature of the underlying investments. For the December 31, 2011 plan asset reporting, publicly traded asset pricing was used where possible. For assets without readily determinable values, estimates were derived from investment manager discussions focusing on underlying fundamentals and significant events. Included among the asset categories for the Plans’ investments are real estate and other investments comprised of investments in real estate and hedge funds. These investments are categorized as level 3 investments and are valued using significant non-observable inputs which do not have a readily determinable fair value. In accordance with ASU No. 2009-12 “Investments In Certain Entities That Calculate Net Asset Value per Share (Or Its Equivalent),” these investments are valued based on the net asset value per share calculated by the funds in which the plan has invested. These valuations are subject to judgments and assumptions of the funds which may prove to be incorrect, resulting in risks of incorrect valuation of these investments. The Company seeks to mitigate against these risks by evaluating the appropriateness of the funds’ judgments and assumptions by reviewing the financial data included in the funds’ financial statements for reasonableness. The following tables present our plan assets using the fair value hierarchy as of December 31, 2011 and December 31, 2010. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. See Note 8 for a brief description of the three levels under the fair value hierarchy. Fair Value Hierarchy as of December 31, 2011:
Investments (in thousands) |  |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Cash and Cash Equivalents | (1) |  | $ | 175 |  |  | $ | 175 |  |  | $ | - |  |  | $ | - |
Fixed Income Securities | (2) |  |  | 5,608 |  |  |  | - |  |  |  | 5,608 |  |  |  | - |
Domestic Equity Securities |  |  |  | 3,680 |  |  |  | 3,680 |  |  |  | - |  |  |  | - |
Global Equity Securities |  |  |  | 3,568 |  |  |  | 3,568 |  |  |  | - |  |  |  | - |
International Equity Securities | (3) |  |  | 3,537 |  |  |  | 1,671 |  |  |  | 1,866 |  |  |  | - |
Tactical Composite | (4) |  |  | 3,935 |  |  |  | - |  |  |  | 3,935 |  |  |  | - |
Real Estate | (5) |  |  | 1,350 |  |  |  | - |  |  |  | - |  |  |  | 1,350 |
Real Return | (6) |  |  | 2,327 |  |  |  | - |  |  |  | 2,327 |  |  |  |  |
|  |  | $ | 24,180 |  |  | $ | 9,094 |  |  | $ | 13,736 |  |  | $ | 1,350 |
Fair Value Hierarchy as of December 31, 2010:
Investments (in thousands) |  |  | Total |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Cash and Cash Equivalents | (1) |  | $ | 2,081 |  |  | $ | 2,081 |  |  | $ | - |  |  | $ | - |
Fixed Income Securities | (2) |  |  | 6,937 |  |  |  | - |  |  |  | 6,937 |  |  |  | - |
Domestic Equity Securities |  |  |  | 7,015 |  |  |  | 7,015 |  |  |  | - |  |  |  | - |
Global Equity Securities |  |  |  | 1,153 |  |  |  | - |  |  |  | 1,153 |  |  |  | - |
International Equity Securities | (3) |  |  | 3,672 |  |  |  | 1,636 |  |  |  | 2,036 |  |  |  | - |
Tactical Composite | (4) |  |  | 2,687 |  |  |  | - |  |  |  | 2,687 |  |  |  | - |
Real Estate | (5) |  |  | 1,210 |  |  |  | - |  |  |  | - |  |  |  | 1,210 |
Real Return | (6) |  |  | 1,492 |  |  |  | - |  |  |  | 1,492 |  |  |  | - |
Alternative Investments | (7) |  |  | 275 |  |  |  | - |  |  |  | - |  |  |  | 275 |
|  |  | $ | 26,522 |  |  | $ | 10,732 |  |  | $ | 14,305 |  |  | $ | 1,485 |
| (1) | Cash and cash equivalents, which are used to pay benefits and plan administrative expenses, are held in Rule 2a-7 money market funds.
| (2) | Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades.
| (3) | Some international equity securities are valued using a market approach based on the quoted market prices of identical instruments in their respective markets.
| (4) | Tactical composite funds invest in stocks, bonds and cash, both domestic and international. These assets are valued primarily using a market approach based on the quoted market prices of identical instruments in their respective markets.
| (5) | Real estate fund values are primarily reported by the fund manager and are based on valuation of the underlying investments, which include inputs such as cost, discounted future cash flows, independent appraisals and market based comparable data.
| (6) | Real return funds invest in global equities, commodities and inflation protected core bonds that are valued primarily using a market approach based on the quoted market prices of identical instruments in their respective markets.
| (7) | Alternative investments consist of fund-of-fund LLC or commingled fund structures. The LLCs are primarily valued based on Net Asset Values [NAV] calculated by the fund and are not publicly available. Liquidity for the LLCs is monthly and is subject to liquidity of the underlying funds. The commingled fund NAV is calculated by the manager on a daily basis and has monthly liquidity.
The following table presents a reconciliation of Level 3 assets held during the year ended December 31, 2011:
Investments (in thousands) |  | Balance at December 31, 2010 |  |  | Net Realized and Unrealized Gains/(Losses) |  |  | Net Purchases, Issuances and Settlements |  |  | Net Transfers In to (Out of) Level 3 |  |  | Balance at December 31, 2011 |
Real Estate |  | $ | 1,210 |  |  | $ | 142 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,352 |
Alternative Investments |  |  | 275 |  |  |  | (2 | ) |  |  | (273 | ) |  |  | - |  |  |  | - |
|  | $ | 1,485 |  |  | $ | 140 |  |  | $ | (273 | ) |  | $ | - |  |  | $ | 1,352 |
The following table presents a reconciliation of Level 3 assets held during the year ended December 31, 2010:
Investments (in thousands) |  | Balance at December 31, 2009 |  |  | Net Realized and Unrealized Gains/(Losses) |  |  | Net Purchases, Issuances and Settlements |  |  | Net Transfers In to (Out of) Level 3 |  |  | Balance at December 31, 2010 |
Real Estate |  | $ | 1,039 |  |  | $ | 171 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,210 |
Alternative Investments |  |  | 4,357 |  |  |  | (235 | ) |  |  | (2,127 | ) |  |  | (1,720 | ) |  |  | 275 |
|  | $ | 5,396 |  |  | $ | (64 | ) |  | $ | (2,127 | ) |  | $ | (1,720 | ) |  | $ | 1,485 |
The Company expects to contribute approximately $600,000 to the Retirement Income Plan in 2012 and does not expect to receive a refund in 2012. The Company estimates that the future benefits payable for the Retirement Income Plan over the next ten years are as follows:
(in thousands) |  |  |
2012 |  |  | 1,730 |
2013 |  |  | 1,841 |
2014 |  |  | 1,940 |
2015 |  |  | 2,020 |
2016 |  |  | 2,212 |
2017-2021 |  |  | 12,027 |
Supplemental Executive Retirement Plan (SERP) The Company permits selected highly compensated employees to defer a portion of their compensation into the SERP. The SERP assets are invested primarily in company-owned life insurance (“COLI”) policies as a funding source for the deferred compensation obligations in the SERP. The assets are subject to claims by creditors, and the Company can designate them to another purpose at any time. Investments in COLI policies consisted of $17.7 million in variable life insurance policies as of December 31, 2011 and $17.3 million as of December 31, 2010. In the COLI policies, the Company is able to allocate investment of the assets across a set of choices provided by the insurance company, including fixed income securities and equity funds. The COLI policies are recorded at their net cash surrender values, which approximates fair value, as provided by the issuing insurance company, whose Standard & Poor’s credit rating was A+. The Company classifies the SERP assets as trading securities as described in Note 1. The fair value of these assets totaled $8,251,000 as of December 31, 2011 and $8,445,000 as of December 31, 2010. The SERP assets are reported in other assets on the balance sheet. The changes in the fair value of these assets, and normal insurance expenses are recorded in the consolidated statement of operations as part of other income (expense), net. Trading gains (losses) related to the SERP assets totaled $(194,000) in 2011, $701,000 for 2010, and $1,373,000 for 2009. The SERP deferrals and the contributions are recorded on the balance sheet in pension liabilities with any change in the fair value of the liabilities recorded as compensation cost in the statement of operations. 401(k) Plan RPC sponsors a defined contribution 401(k) plan that is available to substantially all full-time employees with more than three months of service. This plan allows employees to make tax-deferred contributions from one to 25 percent of their annual compensation, not exceeding the permissible contribution imposed by the Internal Revenue Code. RPC matches 50 percent of each employee’s contributions that do not exceed six percent of the employee’s compensation, as defined by the plan. Employees vest in the RPC contributions after three years of service. The charges to expense for the Company’s contributions to the 401(k) plan were approximately $4,074,000 in 2011, $2,485,000 in 2010, and $2,621,000 in 2009. Stock Incentive Plans The Company has issued stock options and restricted stock to employees under two 10 year stock incentive plans that were approved by stockholders in 1994 and 2004. The 1994 plan expired in 2004. The Company reserved 7,593,750 shares of common stock under the 2004 Plan which expires in 2014. This plan provides for the issuance of various forms of stock incentives, including, among others, incentive and non-qualified stock options and restricted stock which are discussed in detail below. As of December 31, 2011, there were approximately 2,059,000 shares available for grants. The Company issues new shares from its authorized but unissued share pool. The Company recognizes compensation expense for the unvested portion of awards outstanding over the remainder of the service period. The compensation cost recorded for these awards is based on their fair value at grant date less the cost of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods to reflect actual forfeitures. Cash flows related to share-based payment awards to employees that result in tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing activity in the accompanying consolidated statements of cash flows. Pre-tax stock-based employee compensation expense was $8,075,000 in 2011 ($5,128,000 after tax), $4,909,000 in 2010 ($3,117,000 after tax), and $4,440,000 in 2009 ($2,819,000 after tax). Stock Options Stock options are granted at an exercise price equal to the fair market value of the Company’s common stock at the date of grant except for grants of incentive stock options to owners of greater than 10 percent of the Company’s voting securities which must be made at 110 percent of the fair market value of the Company’s common stock. Options generally vest ratably over a period of five years and expire in 10 years, except incentive stock options granted to owners of greater than 10 percent of the Company’s voting securities, which expire in five years. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model. The Company has not granted stock options to employees since 2003. Transactions involving RPC’s stock options for the year ended December 31, 2011 were as follows:
|  | Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life |  |  |  | Aggregate Intrinsic Value |
Outstanding at January 1, 2011 |  |  | 1,070,388 |  |  | $ | 2.26 |  |  | 1.23 years |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  | N/A |  |  |  |  |  |
Exercised |  |  | (600,594 | ) |  |  | 2.50 |  |  | N/A |  |  |  |  |  |
Forfeited |  |  | - |  |  |  | - |  |  | N/A |  |  |  |  |  |
Expired |  |  | - |  |  |  | - |  |  | N/A |  |  |  |  |  |
Outstanding and exercisable at December 31, 2011 |  |  | 469,794 |  |  | $ | 1.96 |  |  | 0.99 years |  |  | $ | 7,653,000 |
The total intrinsic value of stock options exercised was approximately $11,882,000 during 2011, $2,293,000 during 2010 and $1,519,000 during 2009. Tax benefits associated with the exercise of stock options exercised totaled $799,000 during 2011 and were credited to capital in excess of par value and are classified as financing cash flows. There were no recognized excess tax benefits associated with the exercise of stock options during 2010. Recognized excess tax benefits associated with the exercise of stock options were approximately $353,000 during 2009. Restricted Stock The Company has granted employees two forms of restricted stock: time lapse restricted and performance restricted. Time lapse restricted shares Time lapse restricted shares vest after a stipulated number of years from the grant date, depending on the terms of the issue. Time lapse restricted shares issued in years 2003 and prior vest after ten years. Time lapse restricted shares issued subsequent to fiscal year 2003 vest in 20 percent increments annually starting with the second anniversary of the grant, over six years from the date of grant. Grantees receive dividends declared and retain voting rights for the granted shares. Performance restricted shares The performance restricted shares are granted, but not earned and issued until certain five-year tiered performance criteria are met. The performance criteria are predetermined market prices of RPC’s common stock. On the date the common stock appreciates to each level (determination date), 20 percent of performance shares are earned. Once earned, the performance shares vest five years from the determination date. After the determination date, the grantee will receive dividends declared and voting rights to the shares. The Company has not granted performance restricted shares since 1999. The agreements under which the restricted stock is issued provide that shares awarded may not be sold or otherwise transferred until restrictions established under the stock plans have lapsed. Upon termination of employment from RPC or, in certain cases, termination of employment from Marine Products Corporation or Chaparral Boats, Inc., shares with restrictions must be returned to RPC. The following is a summary of the changes in non-vested restricted shares for the year ended December 31, 2011:
|  | Shares |  |  | Weighted Average Grant-Date Fair Value |
Non-vested shares at January 1, 2011 |  |  | 3,007,353 |  |  | $ | 7.58 |
Granted |  |  | 740,500 |  |  |  | 17.39 |
Vested |  |  | (664,248 | ) |  |  | 7.43 |
Forfeited |  |  | (123,051 | ) |  |  | 9.18 |
Non-vested shares at December 31, 2011 |  |  | 2,960,554 |  |  | $ | 9.93 |
The fair value of restricted awards is based on the market price of the Company’s stock on the date of the grant and is amortized to compensation expense on a straight-line basis over the requisite service period. The weighted average grant date fair value of these restricted stock awards was $17.39, $8.21 and $5.70 for the years ended December 31, 2011, 2010 and 2009. The total fair value of shares vested was approximately $11,861,000 during 2011, $5,079,000 during 2010 and $3,976,000 during 2009. The tax benefit for compensation tax deductions in excess of compensation expense was credited to capital in excess of par value aggregating $2,572,000 for 2011, $651,000 for 2010 and $1,068,000 for 2009. The excess tax deductions are classified as a financing activity in the accompanying consolidated statements of cash flows. Other Information As of December 31, 2011, total unrecognized compensation cost related to non-vested restricted shares was approximately $25,614,000 which is expected to be recognized over a weighted-average period of 3.5 years. As of December 31, 2011, there was no unrecognized compensation cost related to non-vested stock options. The Company received cash from options exercised of $728,000 during 2011, $240,000 during 2010, and $122,000 during 2009. These cash receipts are classified as a financing activity in the accompanying consolidated statements of cash flows. The fair value of shares tendered to exercise employee stock options totaled approximately $720,000 during 2011, $144,000 during 2010 and $389,000 during 2009 and have been excluded from the consolidated statements of cash flows.

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