11.	PENSION PLAN

The Company sponsors a noncontributory defined benefit pension plan covering substantially all of the Company's union employees. Benefits are provided based on employees' years of service and earnings. This plan was frozen on December 31, 1994 for non-union employees.

The following table sets forth the plan's funded status and amounts recognized in the consolidated financial statements:

	Year Ended December 31,
	2012			2011			2010
CHANGES IN BENEFIT OBLIGATIONS:
Benefit obligation-beginning of year	$	21,233		$	17,903		$	16,326
Service cost		35			117			91
Interest cost		872			939			918
Actuarial loss		1,926			3,008			1,210
Benefits paid		(897	)		(734	)		(642	)
Benefit obligation at end of year		23,169			21,233			17,903

CHANGE IN PLAN ASSETS:
Fair value of plan assets-beginning of year		14,639			15,087			13,134
Actual return on plan assets		1,807			12			1,773
Employer contributions		719			274			822
Benefits paid		(897	)		(734	)		(642	)
Fair value of plan assets-end of year		16,268			14,639			15,087

BENEFIT OBLIGATION IN EXCESS OF FAIR VALUE FUNDED STATUS:	$	(6,901	)	$	(6,594	)	$	(2,816	)

Amounts recognized in the consolidated balance sheets consist of:

	At December 31,
	2012			2011			2010
Noncurrent liabilities	$	(6,901	)	$	(6,594	)	$	(2,816	)

Amounts recognized in accumulated other comprehensive loss consist of:

	Year Ended December 31,
	2012			2011			2010
Accumulated loss	$	(11,276	)	$	(11,191	)	$	(7,903	)
Deferred income taxes		4,500			4,475			3,155
Accumulated other comprehensive loss	$	(6,776	)	$	(6,716	)	$	(4,748	)

The accumulated benefit obligation was $23.2 million and $21.2 million at December 31, 2012 and 2011, respectively.

The following table provides the components of net periodic cost for the plan:

	Year Ended December 31,
	2012			2011			2010
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost	$	35		$	117		$	91
Interest cost		872			939			918
Expected return on plan assets		(1,021	)		(1,034	)		(1,041	)
Recognized net actuarial loss		1,056			742			732
Net periodic benefit cost	$	942		$	764		$	700

The estimated net loss, transition obligation and prior service cost for the plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next year is $1.0 million.

The following tables present plan assets using the fair value hierarchy as of December 31, 2012 and 2011. The fair value hierarchy has three levels based on the reliability of inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using observable prices that are based on inputs not quoted in active markets but observable by market data, while Level 3 includes the fair values estimated using significant non-observable inputs. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Equity securities	$	7,455	$	-	$	-	$	7,455
Fixed income		5,835		-		-		5,835
International equities		2,957		-		-		2,957
Cash and equivalents		21		-		-		21
Balance at December 31, 2012	$	16,268	$	-	$	-	$	16,268

	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Equity securities	$	6,798	$	-	$	-	$	6,798
Fixed income		5,289		-		-		5,289
International equities		2,538		-		-		2,538
Cash and equivalents		14		-		-		14
Balance at December 31, 2011	$	14,639	$	-	$	-	$	14,639

Fair value of total plan assets by major asset category as of December 31:

	2012			2011			2010
Equity securities		46	%		47	%		48	%
Fixed income		36	%		36	%		37	%
International equities		18	%		17	%		15	%
Cash and equivalents		0	%		0	%		0	%
Total		100	%		100	%		100	%

Weighted-average assumptions used to determine benefit obligations as of December 31:

	2012			2011			2010
Discount rate		3.55	%		4.10	%		5.75	%
Rate of compensation increase		1.75	%		4.00	%		4.00	%

Weighted-average assumptions used to determine net periodic pension cost for years ended December 31:

	2012			2011			2010
Discount rate		4.10	%		5.18	%		5.18	%
Rate of compensation increase		4.00	%		4.00	%		4.00	%
Long-term rate of return		7.00	%		7.00	%		8.00	%

As this plan was frozen to non-union employees on December 31, 1994, the difference between the projected benefit obligation and accumulated benefit obligation is not significant in any year.

The Company invests plan assets based on a total return on investment approach, pursuant to which the plan assets include a diversified blend of equity and fixed income investments toward a goal of maximizing the long-term rate of return without assuming an unreasonable level of investment risk. The Company determines the level of risk based on an analysis of plan liabilities, the extent to which the value of the plan assets satisfies the plan liabilities and the plan's financial condition. The investment policy includes target allocations ranging from 30% to 70% for equity investments, 20% to 60% for fixed income investments and 0% to 10% for cash equivalents. The equity portion of the plan assets represents growth and value stocks of small, medium and large companies. The Company measures and monitors the investment risk of the plan assets both on a quarterly basis and annually when the Company assesses plan liabilities.

The Company uses a building block approach to estimate the long-term rate of return on plan assets. This approach is based on the capital markets assumption that the greater the volatility, the greater the return over the long term. An analysis of the historical performance of equity and fixed income investments, together with current market factors such as the inflation and interest rates, are used to help make the assumptions necessary to estimate a long-term rate of return on plan assets. Once this estimate is made, the Company reviews the portfolio of plan assets and makes adjustments thereto that the Company believes are necessary to reflect a diversified blend of equity and fixed income investments that is capable of achieving the estimated long-term rate of return without assuming an unreasonable level of investment risk. The Company also compares the portfolio of plan assets to those of other pension plans to help assess the suitability and appropriateness of the plan's investments.

The Company expects to make $0.8 million in contributions to the plan in 2013. However after considering the funded status of the plan, movements in the discount rate, investment performance and related tax consequences, the Company may choose to make additional contributions to the plan in any given year.

The total amount of the Company's contributions paid under its pension plan was $0.7 million for the year ended December 31, 2012 and $0.3 million for the year ended December 31, 2011.

Information about the expected benefit payments for the plan is as follows:

Year Ending December 31,
2013	$	1,002
2014		1,050
2015		1,167
2016		1,255
2017		1,320
Years 2018-2022		7,082

The Company has a 401(k) defined contribution plan for all eligible employees. Employees may contribute up to 25% of their compensation into the plan. The Company will contribute an additional 30% of the employee's contributed amount up to 6% of compensation. For the years ended December 31, 2012, 2011 and 2010, the Company's expense for the 401(k) plan amounted to $2.0 million, $2.3 million and $2.2 million, respectively.