EMPLOYEE BENEFIT PLANS

12 Months Ended

Dec. 31, 2014

NOTE 10: EMPLOYEE BENEFIT PLANS

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 to satisfy the obligation of 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 consist of variable life insurance policies of $8.2 million as of December 31, 2014 and December 31, 2013. In the COLI policies, the Company is able to allocate 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 $6,575,000 as of December 31, 2014 and $6,388,000 as of December 31, 2013. The SERP assets are reported in other assets on the consolidated balance sheets and changes related to the fair value of the assets are included in selling, general and administrative expenses in the consolidated statements of operations. Trading gains (losses) related to the SERP assets totaled $187,000 in 2014, $361,000 in 2013 and $181,000 in 2012. The SERP liabilities are recorded on the balance sheet in pension liabilities with any change in the fair value of the SERP liabilities recorded as selling, general and administrative expenses in the consolidated statements of operations.

Retirement Income Plan — Marine Products participates in the tax-qualified, defined benefit, noncontributory, trusteed retirement income plan sponsored by RPC, Inc. (“RPC”) that covers substantially all employees with at least one year of service prior to 2002.

The Company’s projected benefit obligation exceeded the fair value of the plan assets for its Retirement Income Plan by $341,000 and thus the plan was under-funded as of December 31, 2014. The increase in projected benefit obligation resulted from the adoption of new mortality tables reflecting longer life expectancies, and lower discount rates.

The following table sets forth the funded status of the Retirement Income Plan and the amounts recognized in Marine Products’ consolidated balance sheets:


December 31,	2014			2013
(in thousands)
ACCUMULATED BENEFIT OBLIGATION, END OF YEAR	$	6,355		$	4,873

CHANGE IN PROJECTED BENEFIT OBLIGATION:
Benefit obligation at beginning of year	$	4,873		$	5,695
Service cost		—			—
Interest cost		261			235
Actuarial loss (gain)		1,450			(828	)
Benefits paid		(229	)		(229	)
Projected benefit obligation at end of year	$	6,355		$	4,873
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year	$	5,887		$	5,282
Actual return on plan assets		221			684
Employer contributions		135			150
Benefits paid		(229	)		(229	)
Fair value of plan assets at end of year	$	6,014		$	5,887
Funded status at end of year	$	(341	)	$	1,014

December 31,	2014				2013
(in thousands)
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS CONSIST OF:
Noncurrent assets		$	—			$	1,014
Current liabilities			—				—
Noncurrent liabilities			(341	)			—
		$	(341	)		$	1,014

The funded status of the Retirement Income Plan was recorded in the consolidated balance sheets in pension liabilities as of December 31, 2014 and in other assets as of December 31, 2013.


December 31,	2014			2013
(in thousands)
AMOUNTS (PRE-TAX) RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE LOSS CONSIST OF:
Net loss		$	3,139		$	1,537
Prior service cost (credit)			—			—
Net transition obligation (asset)			—			—
		$	3,139		$	1,537

The accumulated benefit obligation for the Retirement Income Plan as of December 31, 2014 and 2013 has been disclosed above. The Company uses a December 31 measurement date for this qualified plan.

Amounts recorded in the consolidated balance sheet as pension liabilities consist of:

December 31,	2014				2013
(in thousands)
SERP liability		$	(6,698	)		$	(6,420	)
Funded status			(341	)			—
Pension liabilities		$	(7,039	)		$	(6,420	)

Marine Products’ funding policy is to contribute to the Retirement Income Plan the amount required, if any, under the Employee Retirement Income Security Act of 1974. Contributions to the plan totaled $135,000 during 2014 and $150,000 during 2013.

The components of net periodic benefit cost are summarized as follows:


Years ended December 31,	2014				2013				2012
(in thousands)
Service cost for benefits earned during the period		$	—			$	—			$	—
Interest cost on projected benefit obligation			261				235				253
Expected return on plan assets			(411	)			(369	)			(328	)
Amortization of net loss			37				68				61
		$	(113	)		$	(66	)		$	(14	)

The Company recognized a pre-tax decrease to the funded status in accumulated other comprehensive income of $1,602,000 in 2014 compared to a pre-tax increase of $1,211,000 in 2013 and a pre-tax decrease of $163,000 in 2012. There were no previously unrecognized prior service costs during 2014, 2013 and 2012. The pre-tax amounts recognized in other comprehensive income for the years ended December 31, 2014, 2013 and 2012 are summarized as follows:


(in thousands)	2014			2013			2012
Net loss (gain)	$	1,639		$	(1,143	)	$	224
Amortization of net loss		(37	)		(68	)		(61	)
Net transition obligation (asset)		—			—			—
Amount recognized in accumulated other comprehensive income	$	1,602		$	(1,211	)	$	163

The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost in 2015 are as follows:


(in thousands)	2015
Amortization of net loss	$	77
Prior service cost (credit)		—
Net transition obligation (asset)		—
Estimated net periodic cost	$	77

The weighted average assumptions as of December 31 used to determine the projected benefit obligation and net benefit cost were as follows:


December 31,	2014			2013			2012
PROJECTED BENEFIT OBLIGATION:
Discount rate		4.25	%		5.35	%		4.34	%
Rate of compensation increase		N/A			N/A			N/A
NET BENEFIT COST:
Discount rate		5.35	%		4.34	%		5.09	%
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 by its management and investment advisor. 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 assessment 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, 2014 and 2013 by asset category along with the target allocation for 2015 are as follows:


Asset Category	Target Allocation for 2015			Percentage of Plan Assets as of December 31, 2014			Percentage of Plan Assets as of December 31, 2013

Cash and Cash Equivalents		0% - 5	%		1.0	%		0.6	%
Debt Securities – Core Fixed Income		15% - 50	%		24.3			25.3
Domestic Equity Securities		0% - 40	%		37.0			26.6
International Equity Securities		0% - 30	%		22.8			31.4
Real Estate		0% - 20	%		10.5			8.3
Real Return		0% - 20	%		1.6			7.8
Alternative/Opportunistic/Special		0% - 20	%		2.8			—
Total		100.0	%		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 small-cap companies domiciled domestically and internationally. Fixed-income securities include corporate bonds, mortgage-backed securities, sovereign bonds and U.S. Treasuries. Other types of investments include real estate 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 plan utilizes a number of investment approaches, including but not limited to individual market securities, equity and fixed income funds in which the underlying securities are marketable, and debt funds to achieve this target allocation. Company management expects to make a contribution to the pension plan of approximately $150,000 during fiscal year 2015.

Some of our assets, primarily our private equity and real estate funds, do not have readily determinable market values given the specific investment structures involved and the nature of the underlying investments. For plan asset reporting as of December 31, 2014, publicly traded asset pricing was used where possible. For assets without readily determinable values, estimates were derived from investment manager statements combined with discussions focusing on underlying fundamentals and significant events. Additionally, 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 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, 2014 and 2013. 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, 2014:
Investments (in thousands)			Total			Level 1			Level 2			Level 3
Cash and Cash Equivalents	(1	)		$	61		$	61		$	—		$	—
Fixed Income Securities	(2	)			1,459			589			870			—
Domestic Equity Securities	(3	)			2,226			797			1,429			—
International Equity Securities	(4	)			1,372			—			1,372			—
Real Estate	(5	)			631			—			—			631
Real Return	(6	)			95			—			95			—
Alternative/Opportunistic/Special	(7	)			170			—			—			170
				$	6,014		$	1,447		$	3,766		$	801

Fair Value Hierarchy as of December 31, 2013:
Investments (in thousands)			Total			Level 1			Level 2			Level 3
Cash and Cash Equivalents	(1	)		$	38		$	38		$	—		$	—
Fixed Income Securities	(2	)			1,490			—			1,490			—
Domestic Equity Securities	(3	)			1,559			1,559			—			—
International Equity Securities	(4	)			1,850			—			1,850			—
Real Estate	(5	)			491			—			—			491
Real Return	(6	)			459			—			459			—
Alternative/Opportunistic/Special	(7	)			—			—			—			—
				$	5,887		$	1,597		$	3,799		$	491

(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)	Domestic equity securities are valued using a market approach based on the quoted market prices of identical instruments in their respective markets.
(4)	International equity securities are valued using a market approach based on the quoted market prices of similar 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/Opportunistic/Special funds can invest across the capital structure in both liquid and illiquid securities that are valued using a market approach based on the quoted market prices of identical instruments, or if no market price is available, instruments will be held at their fair market value (which may be cost) as reasonably determined by the investment manager, independent dealers, or pricing services.

The following table presents a reconciliation of Level 3 assets held during the year ended December 31, 2014:


Investments	Balance at December 31, 2013		Net Realized and Unrealized Gains/(Losses)		Net Purchases, Issuances and Settlements		Net Transfers In to (Out of) Level 3		Balance at December 31, 2014
(in thousands)
Real Estate	$	491	$	34	$	106	$	—	$	631
Alternative/Opportunistic/Special		—		4		166		—		170
	$	491	$	38	$	272	$	—	$	801

The following table presents a reconciliation of Level 3 assets held during the year ended December 31, 2013:


Investments	Balance at December 31, 2012			Net Realized and Unrealized Gains/(Losses)			Net Purchases, Issuances and Settlements				Net Transfers In to (Out of) Level 3			Balance at December 31, 2013
(in thousands)
Real Estate		$	489		$	39		$	(37	)		$	—		$	491
		$	489		$	39		$	(37	)		$	—		$	491

The Company expects to contribute approximately $150,000 to the Retirement Income Plan in 2015.

The Company estimates that the future benefits payable for the Retirement Income Plan over the next ten years are as follows:


(in thousands)
2015	$	265
2016		276
2017		256
2018		244
2019		253
2020-2024	$	1,476

401(k) Plan— Marine Products participates in a defined contribution 401(k) plan sponsored by RPC that is available to substantially all full-time employees with more than 90 days of service. This plan allows employees to make tax-deferred contributions of up to 25 percent of their annual compensation, not exceeding the permissible deduction imposed by the Internal Revenue Code. The Company matches 50 percent of each employee’s contributions that do not exceed six percent of the employee’s compensation, as defined by the 401(k) plan. Employees vest in the Company’s contributions after three years of service. The charges to expense for Marine Products’ contributions to the 401(k) plan were approximately $194,000 in 2014, $203,000 in 2013 and $164,000 in 2012.

Stock Incentive Plan— The Company reserved 3,000,000 shares of common stock under the 2014 Stock Incentive Plan with a term of ten years expiring in April 2024. All future equity compensation awards by the Company will be issued under the 2014 plan. This plan provides for the issuance of various forms of stock incentives, including among others, incentive and non-qualified stock options and restricted shares. As of December 31, 2014, there were approximately 2,940,000 shares available for grant.

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 will be 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 awards to employees that result in tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing cash flows.

Pre-tax stock-based employee compensation expense was approximately $1,754,000 ($1,131,000 after tax) for 2014, $1,702,000 ($1,098,000 after tax) for 2013 and $1,495,000 ($964,000 after tax) for 2012.

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 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 2004. Transactions involving the Marine Products stock options for the year ended December 31, 2014 were as follows:


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
Outstanding at January 1, 2014		41,600		$	12.47	0.33 years
Granted		—			—		N/A
Exercised		—			—		N/A
Forfeited		—			—		N/A
Expired		(41,600	)		12.47		N/A
Outstanding and exercisable at December 31, 2014		—		$	—		—	$	N/A

There were no options exercised in 2014 or 2013. The total intrinsic value of share options exercised was approximately $941,000 in 2012. There was no tax benefit associated with the exercise of non-qualified stock options during 2014, 2013 or 2012.

Restricted Stock— Marine Products grants selected employees time lapse restricted stock. Time lapse restricted shares vest after a certain stipulated number of years from the grant date, depending on the terms of the issue. Prior to 2004, the Company issued time lapse restricted shares that vest over ten years. Beginning in 2004, the Company issued time lapse restricted shares that vest in 20 percent increments starting with the second anniversary of the grant, over the six year period beginning on the date of grant. During these years, grantees receive all dividends declared and retain voting rights for the shares.

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 the Company (other than due to death, disability or retirement on or after age 65), shares with restrictions are forfeited in accordance with the plan.

The following is a summary of the changes in non-vested restricted shares for the year ended December 31, 2014:


	Shares			Weighted Average Grant-Date Fair Value
Non-vested shares at January 1, 2014		1,268,200		$	6.01
Granted		273,000			7.90
Vested		(276,100	)		5.76
Forfeited		(13,700	)		6.60
Non-vested shares at December 31, 2014		1,251,400		$	6.47

The fair value of restricted stock awards is based on the market price of the Company’s stock on the date of 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 $7.90 in 2014, $6.40 in 2013 and $5.59 in 2012. The total fair value of shares vested was approximately $2,295,000 in 2014, $1,457,000 in 2013 and $1,169,000 during 2012. Tax benefits for compensation tax deductions in excess of compensation expense related to restricted shares credited to capital in excess of par value was approximately $342,000 in 2014, $136,000 in 2013 and $379,000 in 2012. The excess tax deductions are classified as financing cash flows in the accompanying consolidated statements of cash flows.

Other Information— As of December 31, 2014 total unrecognized compensation cost related to non-vested restricted shares was approximately $6,638,000 which is expected to be recognized over a weighted-average period of 3.4 years.

There were no options exercised in 2014 and 2013. The Company received cash from options exercised of $467,000 in 2012. These cash receipts are classified as financing cash flows in the accompanying consolidated statements of cash flows. The fair value of shares tendered to exercise employee stock options totaled approximately $823,000 in 2012 and have been excluded from the consolidated statements of cash flows.

- Definition

The entire disclosure for pension and other postretirement benefits.

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