---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

☑  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________.

Commission File Number: 1-9065

ECOLOGY AND ENVIRONMENT, INC. 401(K) PLAN

(Full title of the plan)

ECOLOGY AND ENVIRONMENT, INC.

(Name of issuer of the securities held pursuant to the Plan)

368 Pleasant View Drive, Lancaster, New York 14086

(Address of principal executive office)

 

 

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Ecology and Environment, Inc.

401(k) Plan

Index to Financial Statements and Supplemental Schedule

Years Ended December 31, 2014 and 2013

 

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To the Participants and Administrator of

Ecology and Environment, Inc. 401(k) Plan

Lancaster, New York

We have audited the accompanying statements of net assets available for benefits of Ecology and Environment, Inc. 401(k) Plan (Plan) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Ecology and Environment, Inc. 401(k) Plan as of December 31, 2014 and 2013, and the changes of net assets available for benefits for the year ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of Ecology and Environment, Inc. 401(k) Plan’s financial statements.  The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental information is the responsibility of the Plan’s management.  Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

 

 

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Ecology and Environment, Inc.

401(k) Plan

Statements of Net Assets Available for Benefits

December 31,

 

See accompanying notes to the financial statements.

 

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See accompanying notes to the financial statements.

 

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Ecology and Environment, Inc.

401(k) Plan

Notes to Financial Statements

December 31, 2014 and 2013

1.	Description of the Plan

The following description of the Ecology & Environment, Inc. 401(k) Plan (the Plan) is provided for general information purposes only.  Participants should refer to the Plan document for a more comprehensive description of the Plan’s provisions.

General

The Plan was established January 1, 1994 as a defined-contribution plan to cover all eligible employees of Ecology and Environment, Inc. (the Company).  Beginning August 1, 2002 the hours of service requirement was eliminated and employees age twenty-one or older are immediately eligible to participate in the Plan during the month following their date of hire.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).  The Trustees determine the appropriateness of the Plan’s investment offerings and monitor investment performance.

Contributions

Participants may elect to make voluntary contributions subject only to the limitations of the Internal Revenue Code (IRC).  The elective deferral percentage may be modified the first day of any month.  Upon enrollment in the Plan, a participant may direct, in at least 10 percent increments in each option selected, his or her contributions in any combination of the various investment options and a self-directed brokerage account.  The Plan allows Roth 401(k) contributions from participants.  Participants who were 50 years of age or older during the Plan year are allowed to contribute catch up contributions.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and the Plan’s earnings, and charged with an allocation of administrative expenses paid by the Plan.  Allocations are based on participant account balances, as defined in the Plan document.  The benefit to which a participant is entitled is the participant’s vested account balance.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon.  There is no partial vesting. There are no company matching or discretionary contributions.

Notes Receivable from Participants

Participants may borrow from their account a minimum of $1,000 with a maximum equal to the lesser of $50,000 or 50% of their vested account balance.  Note terms range from one to five years or a reasonable period of time determined when the note is made for the purchase of a primary residence.  The notes are collateralized by the balance in the participant’s account.  The interest rate is the Prime Rate published by the Wall Street Journal on the first business day of the month before the loan is originated plus 1%.  The interest rate is fixed over the life of the loan.  Principal and interest are paid ratably through bi-weekly payroll deductions.

Payment of benefits

Participants may withdraw all or a portion of their vested account balance at any time upon hardship or after the attainment of age 59 ½.  In general, unless the participant elects otherwise, distribution of benefit will commence within 60 days after the close of the Plan year in which the participant terminates employment with the employer.  Participants must begin to receive benefits no later than the April 1st following the calendar year in which the participant attains 70 ½ or terminates employment, whichever is later.

Upon termination, if a participant’s vested account balance is $1,000 or less, the participant will automatically receive a lump sum distribution as soon as feasible.

 

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1.	Description of the Plan (Continued)

Administration

The Plan is administered by the Company.  Effective July 1, 2013 the Company selected Putnam Fiduciary Trust Company (Putnam) as the Trustee and Recordkeeper of the Plan.  Prior to July 1, 2013, Mass Mutual Retirement Services (Mass Mutual; formerly known as The Hartford Retirement Services, LLC) was the Recordkeeper of the Plan and Reliance Trust Company (RTC) was the Trustee of the Plan.

Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements.  The remaining expenses are paid for by the Plan participants.

2.	Summary of Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

Investments and Related Transactions

Investments are reported at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transfer between market participants at the measurement date.  The Plan’s assets include an investment in the common stock of Ecology & Environment, Inc. through a unitized stock fund, which includes a money market fund for liquidity purposes, and through the brokerage access account.  The Plan’s trustees determine the Plan’s valuation policies utilizing information provided by the investment advisers and custodians.  Refer to Note 6 for discussions of fair value measurements.

The Plan’s net (depreciation) appreciation in fair value of investments includes both realized gains and losses and unrealized (depreciation) appreciation.  Interest and dividend income is recognized as earned.  Investment transactions are accounted for on a trade date basis.

Investment contracts held by a defined-contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  The Plan invests in investment contracts through a collective trust.  The Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts.  The Statements of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balances plus any accrued but unpaid interest.  Interest income is recorded on the accrual basis.  Delinquent notes receivable are reclassified as distributions based upon the terms of the Plan document.  No allowance for credit losses was recorded at December 31, 2014 or 2013.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company, as the Plan administrator, to make estimates and assumptions that affect the reported amounts of net assets and disclosures of contingent net assets at the date of the financial statements and the reported amounts of changes in net assets during the reporting period.  Actual results could differ from those estimates.

 

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2.	Summary of Accounting Policies (Continued)

Recent Accounting Pronouncements

In May 2015, the FASB issued ASU No. 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent)." This ASU removes the requirement to make certain disclosures as well as categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per practical expedient. The provisions of this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amendment is required to be applied retrospectively, and early adoption is permitted. The amendment is applicable for us in fiscal 2017. Other than requiring a change to our disclosures, the adoption of this standard is not expected to have a material impact on our financial statements.

3.	Plan Termination

Although it has not expressed any intent to do so, the Company has the right to discontinue and terminate the Plan at any time, subject to the provisions of ERISA.

4.	Tax Status

The Internal Revenue Service has determined and informed Putnam by a letter dated May 18, 2011, that the prototype non-standardized profit sharing plan adopted by the Plan is designed in accordance with the applicable sections of the Internal Revenue Code (IRC).  Although the Plan had been amended since receiving the determination letter, the Company and the Plan’s tax counsel believe that the Plan was designed and was operated in compliance with applicable requirements of the Internal Revenue Code.

Prior to July 1, 2013, the Plan was based upon a prototype plan designed by Mass Mutual that received a favorable determination letter dated March 31, 2008.  Although the Plan had been amended since receiving the determination letter, the Company and the Plan’s tax counsel believe that the Plan was designed and was operated in compliance with applicable requirements of the Internal Revenue Code.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Company has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2014 and 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability 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 that the Plan is no longer subject to income tax examinations for the years prior to 2011.

5.	Risks and Uncertainties

The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

6.	Fair Value Measurements

Fair Value – The framework for measuring fair value provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest

 

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6.	Fair Value Measurements (Continued)

priority to unobservable inputs (level 3 measurements).  The three levels of the fair value hierarchy under FASB ASC 820 are described as follows.

Level 1:

Quoted market prices in active markets for identical assets or liabilities.

Level 2:

Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3:

Unobservable inputs that are not corroborated by market data.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value.  There were no transfers between level 1 and level 2 assets for the years ended December 31, 2014 and 2013.

Cash and cash equivalents: Valued at the balance of the account at year end.

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

Mutual funds: Valued at the net asset value (NAV) of shares held by the Plan at year end.  The NAV is the closing price reported on the active market on which the securities are traded.

Unit investment trusts: Comprised entirely of common stocks valued at the closing price reported on the active market on which the individual securities are traded.

Unitized stock fund: Valued at the closing price reported on the active market on which the individual securities are traded.  A small portion of the fund is invested in short-term money market instruments.

Common/collective trusts: Common/collective trusts include a stable value fund and an S&P 500 index fund as of December 31, 2014 and 2013.

Stable value fund: The stable value fund is a collective investment trust.  The primary underlying investments held by this fund are guaranteed investment contracts and security-backed investment contracts.  Participation units held in the stable value fund are valued at contract value.  Contract value represents contributions made plus interest accrued less withdrawals.  Fair value of the Plan’s interest in this fund is based on the adjustment to the contract value based on information reported by the trustee using audited financial statements of the fund at year-end.

S&P 500 index fund: The S&P 500 index fund is a collective investment trust. The fair value of the Plan’s interest in the collective funds is based on the NAV reported by the fund managers as of the financial statement dates and recent transaction prices.  Fair values for the investments within the collective funds are based on reference to the respective fund’s underlying assets, which are primarily common stock securities.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

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6.	Fair Value Measurements (Continued)

Fair values of the Plan’s investments, by level within the fair value hierarchy, are presented in the following tables.

 

 

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6.	Fair Value Measurements (Continued)

 

Plan Investments as of December 31, 2013:		Quoted Prices in Active Market Level I				Significant Other Observable Inputs Level II				Significant Unobservable Inputs Level III				Total
Mutual funds:
Growth funds		$	9,496,906			$	-			$	-			$	9,496,906
Blend funds			6,236,656				-				-				6,236,656
Value funds			6,167,373				-				-				6,167,373
Bond funds			2,938,224				-				-				2,938,224
Allocation funds			2,663,546				-				-				2,663,546
Target date funds			2,257,536				-				-				2,257,536
Total mutual funds			29,760,241				-				-				29,760,241
Brokerage access account:
Cash and cash equivalents			414,366				-				-				414,366
Preferred stock			51,960				-				-				51,960
Common stock:
Basic materials			119,627				-				-				119,627
Technology			106,096				-				-				106,096
Services			79,076				-				-				79,076
Utilities			64,007				-				-				64,007
Other			55,554				-				-				55,554
Conglomerates			28,629				-				-				28,629
Consumer goods			19,365				-				-				19,365
Industrials			17,870				-				-				17,870
Mutual funds:
Allocation funds			206,513				-				-				206,513
Growth funds			160,184				-				-				160,184
Value funds			142,314				-				-				142,314
Other funds			46,975				-				-				46,975
Bond funds			38,117				-				-				38,117
Target date funds			20,440				-				-				20,440
World funds			11,898				-				-				11,898
Unit investment trusts			123,361				-				-				123,361
Total brokerage access account			1,706,352				-				-				1,706,352
Unitized stock fund			482,146				-				-				482,146
Common collective trust funds			-				9,098,273				-				9,098,273
Total investments at fair value		$	31,948,739			$	9,098,273			$	-			$	41,047,012

 

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6.	Fair Value Measurements (Continued)

Investments measured at fair value based on NAV per share are summarized in the following table.

 

The common collective trust funds include a stable value fund and a S&P 500 index fund.  The objective of the stable value fund is to preserve principal and achieve high current income through a diversified portfolio of high-quality investment contracts. The S&P 500 index fund seeks to achieve a return that closely approximates the return of the Standard & Poor’s 500 Composite Stock Price Index before the assessment of any fees.

 

7.	Investments

Investments that represented five percent or more of the Plan’s net assets are presented in the following table.

 

*

Investment balance did not meet the 5% threshold at the respective year end.

 

(A)

The contract value the Putnam Stable Value Fund was $3,539,429 and $3,143,685 at December 31, 2014 and 2013, respectively.

 

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7.	Investments (Continued)

The Plan’s investments, including gains and losses on investments bought, sold, and held during the year, (depreciated) appreciated in value as follows:

8.	Transactions with Parties-in-Interest

Plan investments in securities issued by the Company are summarized in the following table.

Dividends on Ecology and Environment, Inc. Common Stock amounted to approximately $17,324 during the year ended December 31, 2014.

Effective July 1, 2013, certain Plan investments include accounts with Putnam, the Trustee of the Plan. Prior to July 1, 2013, Plan investments included shares of mutual funds and a collective investment trust made available through the recordkeeping platform of Mass Mutual, the former Recordkeeper of the Plan.  Also prior to July 1, 2013, RTC, the former Trustee of the Plan, was custodian of certain Plan investments that included mutual funds, the collective investment trust and the Company’s common stock.

Fees paid by the Plan to Putnam for administrative services were $3,822 for the Plan year ended December 31, 2014.  All other fees related to the Plan’s operations are paid directly by the Company and are excluded from these financial statements.

Plan investment income from participant loans through Putnam was $13,750 for the Plan year ended December 31, 2014.

 

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9.	Reconciliation of Financial Statements to Form 5500

The following table provides a reconciliation of net assets available for Plan benefits between these financial statements and the Plan’s Form 5500.

 

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Ecology and Environment, Inc.

401(k) Plan

EIN: 16-0971022

PLAN NUMBER: 003

Schedule H – line 4i – Schedule of Assets Held at End of Year

 

(a) Shares

(b) Identity of Issue Borrower, Lessor or Similar Party

(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value

(d) Cost

(e) Current Value

Mutual Funds:

*

292,544

Putnam

Equity Income A

**

$

6,155,124

160,998

Columbia

Acorn Fund A

**

4,878,250

68,019

Fidelity

Low Priced Stock Fund

**

3,417,936

38,745

Franklin

Franklin Growth Fund A

**

2,893,882

243,784

PIMCO

Total Return Fund A

**

2,598,738

31,577

Harbor

Harbor International Fund Inv

**

2,026,321

54,841

MFS

Aggressive Growth Allocation Fund A

**

1,075,982

45,346

T. Rowe Price

Retirement 2030 Fund

**

1,036,610

48,817

MFS

Total Return Fund A

**

888,470

47,503

MFS

Growth Allocation Fund A

**

863,134

32,285

T. Rowe Price

Retirement 2020 Fund

**

664,755

23,277

T. Rowe Price

Retirement 2040 Fund

**

552,838

33,050

MFS

Moderate Allocation Fund A

**

546,309

11,416

Victory

Small Company Opportunity Fund A

**

447,858

15,740

Clearbridge

Small Cap Growth A

**

443,547

20,606

Neuberger Berman

Socially Responsible Fund

**

439,328

20,265

T. Rowe Price

Retirement 2025 Fund

**

317,145

25,193

American Century

Inflation Adj Bond Adv

**

291,991

15,033

T. Rowe Price

Retirement 2010 Fund

**

265,489

16,336

MFS

Conservative Allocation Fund A

**

238,511

12,747

T. Rowe Price

Retirement 2050 Fund

**

169,662

6,328

T. Rowe Price

Retirement 2035 Fund

**

105,045

2,508

T. Rowe Price

Retirement Income Advantage

**

37,220

2,011

T. Rowe Price

Retirement 2045 Fund

**

32,008

1,125

T. Rowe Price

Retirement 2015 Fund

**

16,226

1,076

T. Rowe Price

Retirement 2055 Fund

**

14,261

8

T. Rowe Price

Retirement 2005 Adv

**

108

Total Mutual Funds

30,416,748

Common Collective Trust Funds:

*

107,467

Putnam

S&P 500 Index

**

6,720,978

*

3,539,429

Putnam

Stable Value Fund

**

3,606,077

Total Common Collective Trust Funds

10,327,055

Unitized Stock Fund:

*

35,499

Unitized Stock Fund

Ecology and Environment, Inc.

**

326,236

-

Unitized Stock Fund

Federated Government Prime Obligation Fund

**

55,569

Total Unitized Stock Fund

381,805

Brokerage Access Account:

Cash and Cash Equivalents

119,078

-

Schwab Money Market Fund

**

177,497

-

-

Cash

**

633

178,130

			(a) Shares				(b) Identity of Issue Borrower, Lessor or Similar Party			(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost				(e) Current Value
			Common Stock
*				6,265				-		Ecology and Environment, Inc			**				57,213
				500				-		Marathon Pete Corp			**				45,130
				500				-		National Grid PLC ADR			**				35,330
				500				-		Valero Energy Corp New			**				24,750
				400				-		Dassault Systems SA ADR			**				24,400
				700				-		3D SYS Corp			**				23,009
				500				-		Vodafone Group New ADR F			**				17,085
				620				-		General Electric Company			**				15,667
				137				-		Chevron Corporation			**				15,369
				500				-		Contango Oil & Gas De			**				14,620
				300				-		Antero Resources Corp			**				12,174
				500				-		Delta Nat Gas Inc			**				10,625
				2,000				-		Just Energy Group Inc			**				10,460
				200				-		Halliburton Co Holding Co			**				7,866
				131				-		Verizon Communications			**				6,128
				100				-		Citgroup Inc New			**				5,432
				48				-		Apple Inc			**				5,298
				200				-		Masco Corp			**				5,040
				50				-		Sector SPDR Energy Select			**				3,958
				85				-		Microsoft Corp			**				3,948
				75				-		Ambarella Inc			**				3,804
				21,400				-		Vasomedical Inc			**				3,638
				1,000				-		Sirius XM Radio Inc			**				3,500
				100				-		NCR Corp New			**				2,914
				50				-		Solarcity Corp			**				2,674
				1,777				-		Renesola Ltd Adr			**				2,506
				115				-		Calamp Corp			**				2,105
				250				-		Groupon Inc Class A			**				2,065
				72				-		Goodyear Tire & Rubber Co			**				2,057
				25				-		Facebook Inc Class A			**				1,951
				125				-		Ford Motor Company New			**				1,938
				22				-		Express Scripts Holding Company			**				1,863
				480				-		Chimera Invt Corp			**				1,527
				75				-		Yandex NV Class A			**				1,347
				1,800				-		Capstone Turbine Corp			**				1,331
				100				-		Hydrogenics Corp			**				1,329
				20				-		Splunk Inc			**				1,179
				34				-		Homeaway Inc			**				1,013
				110				-		Clean Energy Fuels Corp			**				549
				75				-		Realnetworks Inc New			**				528
				20,000				-		Luminart Corporation			**				250
				50				-		Contango Ore Inc			**				238
				1,950				-		Suntech Power Holdings Co			**				138
				3,000				-		Makism 3D Corp			**				63
				150				-		Cal Dive International			**				11
																	384,020

	(a) Shares				(b) Identity of Issue Borrower, Lessor or Similar Party			(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		(d) Cost				(e) Current Value
	Mutual Funds:
		3,931				-		Vanguard Total Stock Market Index FD ADM							202,821
		11,044				-		First Eagle Gold Fund Class A			**				156,379
		1,422				-		T Rowe Price Capital Appreciation Fund			**				37,145
		1,000				-		First Trust Intermed			**				22,710
		628				-		Vanguard Equity Income Fund Inc			**				19,590
		1,751				-		Metropolitan West Total Return BD M			**				19,101
		1,538				-		Pimco Income D			**				18,959
		289				-		T Rowe Price Divid Growth FD Inc			**				10,454
		675				-		Matthews Asia Dividend Fund			**				10,305
		1,456				-		Pioneer Floating Rate			**				9,869
		880				-		Pioneer Strategic Income Fund Class A			**				9,437
		204				-		Dreyfus Midcap Index Fund			**				7,658
		441				-		Lazard Intl Strategic			**				6,091
		360				-		Laudus US Large Cap Growth Fund			**				5,991
		315				-		Powershs Exch Trad Fund Tr			**				1,660
															538,170
	Unit Investment Trusts:
		599				-		Sch US Mid-Cap ETF			**				24,378
		442				-		Schwab ETFS-US Small Cap ETF			**				24,339
		219				-		Powershares QQQ Trust Ser 1			**				22,576
		454				-		Schw US LCAP Val ETF			**				20,032
		500				-		Claymore Exch Traded FD			**				14,030
		76				-		Vanguard S&P ETF			**				7,701
		148				-		Sch US Div Equity ET			**				5,895
		48				-		Market Vectors New ETF			**				2,591
		58				-		Guggenheim ETF New Solar Energy			**				1,978
		200				-		Ishares Trust S&P Global			**				1,936
		100				-		First TR Exch Traded Fd			**				1,723
		50				-		Alps Trust ETF			**				876
															128,055
	Preferred Stock:
		1,000				-		Telephone Data			**				24,870
															24,870
								Total Brokerage Account							1,253,245
	Participant Loans:
*		-						Notes receivable from participants with
								interest rates ranging from 4.25% - 9.50%			-0-				263,478
														$	42,642,331

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SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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