KIDKRAFT, L.P. SAFE HARBOR 401(k) PLAN

Transcription

1 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Years Ended December 31, 2013 and 2012 with Report of Independent Auditors

2 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Years Ended December 31, 2013 and 2012 Table of Contents Report of Independent Auditors... 1 Financial Statements: Statements of Net Assets Available for Benefits... 3 Statements of Changes in Net Assets Available for Benefits... 4 Notes to Financial Statements... 5 Supplemental Schedules: Form 5500, Schedule H, Line 4a Schedule of Delinquent Participant Contributions Form 5500, Schedule H, Line 4i Schedule of Assets (Held at End of Year) NOTE: All other schedules required by the Department of Labor s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted since they are either not applicable or the information required therein has been included in the financial statements or notes thereto.

3 Dallas Offi ce 8343 Douglas Avenue Suite 400 Dallas, Texas Main whitleypenn.com REPORT OF INDEPENDENT AUDITORS To the Plan Administrator of the KidKraft, L.P. Safe Harbor 401(k) Plan Report on the Financial Statements We were engaged to audit the accompanying financial statements of the KidKraft, L.P. Safe Harbor 401(k) Plan (the Plan ), which comprise the statements of net assets available for benefits as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Plan management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on conducting the audit in accordance with auditing standards generally accepted in the United States of America ( GAAS ). Because of the matter described in the Basis for Disclaimer of Opinion paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Basis for Disclaimer of Opinion As permitted by 29 CFR of the Department of Labor s ( DOL ) Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 ( ERISA ), the Plan Administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the investment information summarized in the notes to the financial statements, which was certified by MG Trust Company, LLC, the trustee of the Plan, except for comparing the information with the related information included in the financial statements and supplemental schedules. We have been informed by the Plan Administrator that the trustee holds the Plan s investment assets and executes investment transactions. The Plan Administrator has obtained certifications from the trustee as of and for the years ended December 31, 2013 and 2012, that the information provided to the Plan Administrator by the trustee is complete and accurate. Dallas Fort Worth Houston An Independent Member of

4 Disclaimer of Opinion Because of the significance of the matter described in the Basis for Disclaimer of Opinion paragraph, we have not been able to obtain sufficient, appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on these financial statements. Other Matter We were engaged for the purpose of forming an opinion on the financial statements as a whole. The supplemental schedules of Form 5500, Schedule H, Line 4a Schedule of Delinquent Participant Contributions and Form 5500, Schedule H, Line 4i Schedule of Assets (Held at End of Year), which are the responsibility of Plan management, are presented for the purpose of additional analysis and are not a required part of the financial statements but are required by the DOL s Rules and Regulations for Reporting and Disclosure under ERISA. Because of the significance of the matter described in the Basis for Disclaimer of Opinion paragraph, it is inappropriate to and we do not express an opinion on the supplemental schedules referred to above. Report on Form and Content in Compliance With DOL Rules and Regulations The form and content of the information included in the financial statements and supplemental schedules, other than that derived from the information certified by the trustee, have been audited by us in accordance with GAAS and, in our opinion, are presented in compliance with the DOL s Rules and Regulations for Reporting and Disclosure under ERISA. Dallas, Texas October 13, 2014

5 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, Assets Investments, at fair value: Shares of registered investment companies: Mutual funds $ 5,791,060 $ 4,215,080 Money market fund 336, ,009 Total investments at fair value 6,127,741 4,517,089 Receivables: Participant - 20,845 Employer 14,491 55,591 Notes receivable from participants 35,844 34,218 Total receivables 50, ,654 Total assets 6,178,076 4,627,743 Net assets available for benefits $ 6,178,076 $ 4,627,743 See accompanying notes to financial statements. 3

6 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended December 31, Additions to Net Assets Investment gain: Net realized and unrealized gains on investments $ 646,394 $ 360,548 Interest and dividends 218, ,465 Total investment gain 865, ,013 Interest income from notes receivable from participants 1, Contributions: Participant 560, ,964 Employer 280, ,240 Rollover - 12,110 Total contributions 840, ,314 Total additions to net assets 1,707,372 1,315,157 Deductions from Net Assets Benefits paid to participants 107, ,962 Administrative expenses 49,456 40,119 Total deductions from net assets 157, ,081 Net increase in net assets available for benefits 1,550,333 1,012,076 Net assets available for benefits at beginning of year 4,627,743 3,615,667 Net assets available for benefits at end of year $ 6,178,076 $ 4,627,743 See accompanying notes to financial statements. 4

7 NOTES TO FINANCIAL STATEMENTS December 31, 2013 and 2012 A. Description of the Plan General The following brief description of the KidKraft, L.P. Safe Harbor 401(k) Plan (the Plan ) is provided for general information purposes only. The Plan is sponsored by KidKraft, L.P. (the Company ). Participants should refer to the Plan Document for more complete information. The Company s corporate offices are located in Dallas, Texas. The Plan is a defined contribution plan available to all employees of the Company who have attained age 21 and completed one year of service. All employees of the Company are eligible to participate in the Plan. Eligible employees may enter the Plan on the first day of each quarter. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ( ERISA ). Contributions Participants may contribute up to 100% of pre-tax annual compensation, as defined by the Plan. Contributions are subject to limitations on annual additions and other limitations imposed by the Internal Revenue Code (the Code ) as defined in the Plan Document. Eligible participants may make a rollover contribution to the Plan. Participants who are eligible to make salary deferral contributions under the Plan and who have attained age 50 before the close of the year may make catch-up contributions in accordance with, and subject to the limitations imposed by the Code (up to $5,500 for 2013 and 2012). The Company makes a fully vested matching contribution to each participant s account equal to 100 percent of the first 3 percent and 50 percent of the next 2 percent of the participant s eligible compensation. This contribution is intended to satisfy a safe harbor contribution formula permitted by Internal Revenue Service ( IRS ) regulations. By making the safe harbor matching contribution, the Plan will automatically satisfy the nondiscrimination requirements that otherwise would apply to 401(k) contributions made to the Plan. The Company can make qualified non-elective contributions and profit sharing contributions as determined by the Company. During 2013 and 2012, the Company did not make any additional matching or profit sharing contributions, which were subject to the vesting schedule more fully described below. 5

8 NOTES TO FINANCIAL STATEMENTS (continued) A. Description of the Plan continued Participant Accounts Each participant s account is credited with the participant s contributions and allocations of: (a) the Company s contribution and (b) Plan earnings. Allocations are based on participant compensation or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant s account. Vesting Participants are immediately vested in their voluntary contributions, Company safe harbor matching contributions, and Company qualified non-elective contributions plus actual earnings thereon. Vesting in the Company s profit sharing contributions is based on years of service as follows: Years of Service Vested Percentage Less than 2 years 0% 2 years 20% 3 years 40% 4 years 60% 5 years 80% 6 years 100% In the event of disability, retirement, or death, the participant will become fully vested. Notes Receivable from Participants Active participants may borrow from their accounts a minimum of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their account balance. Loan terms range up to five years or longer for the purchase of a primary residence. The loans are secured by the balance in the participant s account and bear interest at a rate commensurate with local prevailing rates as determined by the Company. As of December 31, 2013 and 2012, the interest rate for all outstanding loans was 4.25%. Principal and interest is paid ratably through payroll deductions. Benefit Payments Participants withdrawing during the year for reasons of retirement, death, or termination are entitled to their vested account balance. Benefits are distributed in the form of rollovers or lump sum payments. If withdrawing participants are not entitled to their entire account balance, the amounts not received are forfeited. 6

9 NOTES TO FINANCIAL STATEMENTS (continued) A. Description of the Plan continued Benefit Payments continued A participant may receive a hardship distribution from salary reduction contributions if the distribution is: (1) on account of medical expenses incurred by the participant, their spouse, or dependents; (2) to purchase (excluding mortgage payments) a principal residence of the participant; (3) for the payment of post-secondary tuition expenses; (4) needed to prevent eviction of the participant from their principal residence or foreclosure upon the mortgage of the participant s principal residence; (5) to pay for burial or funeral expenses of the participant s deceased parent, spouse, children, or dependents; or, (6) to repair damage to the participant s principal resident that would qualify for the casualty deduction. Forfeitures Forfeited balances of terminated participants non-vested accounts are used to offset employer matching contributions and non-elective contributions for the year. No forfeitures were allocated to reduce matching contributions during the years ended December 31, 2013 and Investment Options Upon enrollment in the Plan, a participant may direct their salary deferrals in 1% increments into any of the Plan s investment options. Plan Expenses In accordance with Plan provisions, the Plan is responsible for payment of the custodian, recordkeeping, and advisory expenses and fees; however, the Company may pay the Plan expenses directly. Transaction charges (for loan and benefit payment transactions) are paid by those participants initiating the transactions. Employees of the Company perform certain administrative functions with no compensation from the Plan. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. B. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ( GAAP ). 7

10 NOTES TO FINANCIAL STATEMENTS (continued) B. Summary of Significant Accounting Policies continued Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from these estimates. Contributions Contributions from the Company and participants are accrued as they become obligations of the Company, as determined by the Plan s Administrator, and in the period in which they are deducted, in accordance with salary deferral agreements. Investment Valuation and Income The investments of the Plan are stated at fair value as of the end of the year and are subject to market or credit risks customarily associated with equity investments. Fair value measurements are determined in accordance with Financial Accounting Standards Board ( FASB ) Accounting Standards Codification ( ASC ) Topic No. 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. See Note D for information related to the Plan s valuation methodologies under FASB ASC Topic No Investment gains and losses are accounted for using the average cost basis of the securities sold. The net realized and unrealized gains and losses on investments include realized gains and losses on sales of investments during the year and unrealized increases or decreases in the market value of investments held at year-end. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Notes Receivable from Participant Loans Notes receivable from participant loans are recorded at the unpaid principal balance plus accrued interest. Payment of Benefits Benefits are recorded when paid. 8

11 NOTES TO FINANCIAL STATEMENTS (continued) C. Investments Investments that represent 5% or more of net assets available for benefits at December 31 are as follows: 2013 T. Rowe Price Personal Strategy Balanced Fund $ 535,489 Oppenheimer Developing Markets Fund 506,441 Franklin Templeton Mutual Shares Fund 424,356 Oppenheimer Capital Appreciation Fund 412,519 Oppenheimer International Growth Fund 407,891 Mainstay High Yield Corporate Bond Fund 394,952 Oppenheimer Main Street Small & Mid Cap Fund 367,451 Pimco Total Return Fund 344,768 Fidelity Cash Reserves Fund 336, Oppenheimer Developing Markets Fund $ 464,887 Pimco Total Return Fund 354,913 Mainstay High Yield Corporate Bond 333,426 Fidelity Cash Reserves Fund 302,009 Oppenheimer International Growth Fund 286,192 Franklin Templeton Mutual Shares Fund 285,749 Oppenheimer Capital Appreciation Fund 275,312 T. Rowe Price Personal Strategy Balanced Fund 263,072 Oppenheimer Main Street Small & Mid Cap Fund 236,398 Invesco Real Estate Fund 235,877 During 2013 and 2012, the Plan s net realized and unrealized gains on investments as presented in the Statement of Changes in Net Assets Available for Benefits, resulted solely from the Plan s investments in mutual funds. 9

12 NOTES TO FINANCIAL STATEMENTS (continued) D. Fair Value Measurements FASB ASC Topic No. 820 requires that we describe the methodologies used to measure the fair value of assets and liabilities. We have described below the methodology used to measure each major category of assets and liabilities. There have been no changes in the methodologies used at December 31, 2013 and Level 1 observable inputs that are based upon quoted market prices for identical assets or liabilities within active markets. Level 2 observable inputs other than Level 1 that are based upon quoted market prices for similar assets or liabilities, based upon quoted prices within inactive markets, or inputs other than quoted market prices that are observable through market data for substantially the full term of the asset or liability. Level 3 inputs that are unobservable for the particular asset or liability due to little or no market activity and are significant to the fair value of the asset or liability. These inputs reflect assumptions that market participants would use when valuing the particular asset or liability. FASB ASC Topic No. 820 requires that we describe the methodologies used to measure the fair value of assets and liabilities. We have described below the methodology used to measure each major category of assets and liabilities. Mutual funds: Valued at the quoted market price which represents net asset value of shares held by the Plan at year end and classified as Level 1. There are no significant restrictions on redeeming these investments at NAV. Money market fund: Valued at cost when investments are purchased and thereafter. A constant proportionate accretion and amortization of any discounts and premiums are recorded until the maturity of the security and classified as Level 2. 10

13 NOTES TO FINANCIAL STATEMENTS (continued) D. Fair Value Measurements continued The following table details the Plan s investments at fair value by level, within the fair value hierarchy, as of December 31, 2013 and The Plan has no assets classified within Level 3 of the valuation hierarchy Level 1 Level 2 Total Mutual Funds: Value $ 1,385,698 $ - $ 1,385,698 Growth 2,777,846-2,777,846 Blend 1,032,307-1,032,307 Fixed income 493, ,526 Commodities 101, ,683 Money market fund - 336, ,681 Total investments at fair value $ 5,791,060 $ 336,681 $ 6,127, Level 1 Level 2 Total Mutual Funds: Value $ 983,270 $ - $ 983,270 Growth 1,986,047-1,986,047 Blend 646, ,441 Fixed income 502, ,604 Commodities 96,718-96,718 Money market fund - 302, ,009 Total investments at fair value $ 4,215,080 $ 302,009 $ 4,517,089 These items are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. E. Information Certified by the Trustee The Plan Administrator elected the method of compliance permitted by 29 CFR of the Department of Labor s Rules and Regulations for Reporting and Disclosure under ERISA. Accordingly, as permitted under such election, the Plan Administrator limited auditing procedures with respect to the investment information certified by the trustee, which included total investments as of December 31, 2013 and 2012, the total investment gain (loss) for the years ended December 31, 2013 and 2012, and all information included in the Form 5500 supplemental schedule H, line 4i Schedule of Assets (Held at End of Year). 11

14 NOTES TO FINANCIAL STATEMENTS (continued) F. Tax Status The Plan Sponsor adopted a volume submitter Plan Document which has obtained its latest advisory letter on March 31, 2008, in which the Internal Revenue Service (the IRS ) stated that the volume submitter Plan Document, as then designed, was in compliance with the applicable requirements of the Code. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Company believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Company believes it is no longer subject to income tax examination for years prior to G. Plan Termination Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. In the event the Plan terminates, all amounts credited to participant s accounts will become 100% vested. H. Parties-in-Interest Transactions Party-in-interest transactions include those with fiduciaries or employees of the Plan, any person who provides services to the Plan, an employer whose employees are covered by the Plan, an employee organization whose members are covered by the Plan, a person who owns 50% or more of such an employer or employee organization, or relatives of such persons. All transactions were exempt from the prohibited transaction rules. 12

15 NOTES TO FINANCIAL STATEMENTS (continued) I. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits as of December 31, 2013 and 2012, per the accompanying financial statements to the Form 5500: Net assets available for benefits per the financial statements $ 6,178,076 $ 4,627,743 Employee contributions receivable per the financial statements - (20,845) Employer contributions receivable per the financial statements (14,491) (55,591) Net assets available for benefits per the Form 5500 $ 6,163,585 $ 4,551,307 The following is a reconciliation of the net increase in assets available for benefits as of December 31, 2013 and 2012, per the accompanying financial statements to the Form 5500: Net increase in net assets available for benefits per the financial statements $ 1,550,333 $1,012,076 Prior year participant contributions receivable per the financial statements 20,845 6,050 Prior year employer contributions receivable per the financial statements 55,591 27,925 Current year participant contributions receivable per the financial statements - (20,845) Current year employer contributions receivable per the financial statements (14,491) (55,591) Net increase in net assets available for benefits per the Form 5500 $ 1,612,278 $ 969,615 The reconciling items noted above are due to the difference in the method of accounting used in preparing the Form 5500 as compared to the Plan s financial statements. J. Subsequent Events In preparing the accompanying financial statements, management has evaluated all subsequent events and transactions for potential recognition or disclosure through, October 13, 2014, the date the financial statements were available for issuance. 13

16 SUPPLEMENTAL SCHEDULES

17 Form 5500, Schedule H, Line 4a - Schedule of Delinquent Participant Contributions Year Ended December 31, 2013 EIN: Plan #: 001 Participant Contributions Transferred Late to Plan (Check here if Late Participant Loan Repayments are included) X 249,394 2,855 Total that Constitutes Nonexempt Prohibited Transactions Contributions Not Corrected Contributions Corrected Outside VFCP Contributions Pending Correction in VFCP Total Fully Corrected Under VFCP and PTE $ * $ - $ 249,394 $ - $ - $ ** $ - $ 2,855 $ - $ - * Represents 2012 contributions that were fully corrected during 2013 ** Represents 2013 contributions that were fully corrected during

18 FORM 5500, SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2013 EIN: Plan #: 001 (a) (b) (c) (d) (e) Identity of Issue, Borrower, Description Current Lessor, or Similary Party of Investments Cost Value T. Rowe Price Personal Strategy Balanced Fund ** $ 535,489 Oppenheimer Developing Markets Fund ** 506,441 Franklin Templeton Mutual Shares Fund ** 424,356 Oppenheimer Capital Appreciation Fund ** 412,519 Oppenheimer International Growth Fund ** 407,891 Mainstay High Yield Corporate Bond Fund ** 394,952 Oppenheimer Main Street Small & Mid Cap Fund ** 367,451 Pimco Total Return Fund ** 344,768 Fidelity Cash Reserves Fund ** 336,681 Franklin Templeton Discovery Fund ** 295,753 Invesco Real Estate Fund ** 240,366 Invesco Van Kampen American Franchise Fund ** 223,714 Franklin Templeton Templeton Foreign Fund ** 158,426 Invesco Mid Cap Core Equity Fund ** 157,973 Dreyfus Dreyfus Structured Midcap Fund ** 155,710 Franklin Templeton Templeton Growth Fund ** 138,726 Oppenheimer Equity Income Fund ** 130,574 Dreyfus Intermediate Term Income Fund ** 112,039 Oppenheimer Commodity Strategy Total Return Fund ** 101,683 Allianz NFJ Small Cap Value Fund ** 91,993 Invesco Small Cap Growth Fund ** 82,402 Dreyfus Premier Small Cap Equity Fund ** 67,052 Invesco Van Kampen Value Opportunities Fund ** 62,220 Invesco Internationl Growth Fund ** 61,770 Oppenheimer Global Allocation Balanced Fund ** 56,714 Invesco Van Kampen Equity and Income Fund ** 48,676 Mainstay International Equity Fund ** 43,256 Oppenheimer Limited Term Government Fund ** 36,719 Dreyfus Premier Third Century Fund ** 35,648 Invesco Invsco Low Volatility Equity Yield ** 34,974 Oppenheimer Discovery Fund ** 31,500 Dreyfus Premier Technology Growth Fund ** 21,198 Oppenheimer Main Street Fund ** 8,107 * Participant loans Interest rate of 4.25% with various due dates -0-35,844 * Represents a party-in-interest to the Plan as defined by ERISA. ** Cost not necessary because investments are participant directed. $ 6,163,585 16

19 Form 5500, Schedule H, Line 4a - Schedule of Delinquent Participant Contributions Year Ended December 31, 2013 EIN: Plan #: 001 Participant Contributions Transferred Late to Plan (Check here if Late Participant Loan Repayments are included) X 249,394 2,855 Total that Constitutes Nonexempt Prohibited Transactions Contributions Not Corrected Contributions Corrected Outside VFCP Contributions Pending Correction in VFCP Total Fully Corrected Under VFCP and PTE $ * $ - $ 249,394 $ - $ - $ ** $ - $ 2,855 $ - $ - * Represents 2012 contributions that were fully corrected during 2013 ** Represents 2013 contributions that were fully corrected during

20 FORM 5500, SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) December 31, 2013 EIN: Plan #: 001 (a) (b) (c) (d) (e) Identity of Issue, Borrower, Description Current Lessor, or Similary Party of Investments Cost Value T. Rowe Price Personal Strategy Balanced Fund ** $ 535,489 Oppenheimer Developing Markets Fund ** 506,441 Franklin Templeton Mutual Shares Fund ** 424,356 Oppenheimer Capital Appreciation Fund ** 412,519 Oppenheimer International Growth Fund ** 407,891 Mainstay High Yield Corporate Bond Fund ** 394,952 Oppenheimer Main Street Small & Mid Cap Fund ** 367,451 Pimco Total Return Fund ** 344,768 Fidelity Cash Reserves Fund ** 336,681 Franklin Templeton Discovery Fund ** 295,753 Invesco Real Estate Fund ** 240,366 Invesco Van Kampen American Franchise Fund ** 223,714 Franklin Templeton Templeton Foreign Fund ** 158,426 Invesco Mid Cap Core Equity Fund ** 157,973 Dreyfus Dreyfus Structured Midcap Fund ** 155,710 Franklin Templeton Templeton Growth Fund ** 138,726 Oppenheimer Equity Income Fund ** 130,574 Dreyfus Intermediate Term Income Fund ** 112,039 Oppenheimer Commodity Strategy Total Return Fund ** 101,683 Allianz NFJ Small Cap Value Fund ** 91,993 Invesco Small Cap Growth Fund ** 82,402 Dreyfus Premier Small Cap Equity Fund ** 67,052 Invesco Van Kampen Value Opportunities Fund ** 62,220 Invesco Internationl Growth Fund ** 61,770 Oppenheimer Global Allocation Balanced Fund ** 56,714 Invesco Van Kampen Equity and Income Fund ** 48,676 Mainstay International Equity Fund ** 43,256 Oppenheimer Limited Term Government Fund ** 36,719 Dreyfus Premier Third Century Fund ** 35,648 Invesco Invsco Low Volatility Equity Yield ** 34,974 Oppenheimer Discovery Fund ** 31,500 Dreyfus Premier Technology Growth Fund ** 21,198 Oppenheimer Main Street Fund ** 8,107 * Participant loans Interest rate of 4.25% with various due dates -0-35,844 * Represents a party-in-interest to the Plan as defined by ERISA. ** Cost not necessary because investments are participant directed. $ 6,163,585 16