United Community Financial Corp. 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. |
For the fiscal year ended December 31, 2005
OR
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o |
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TRANSITIONS REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. |
For the transition period from to .
Commission file number: 0-024399
A. |
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Full title of the plan and the address of the plan, if different from that
of the issuer below: |
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THE HOME SAVINGS AND LOAN COMPANY 401(k) SAVINGS PLAN |
B. |
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Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: |
United Community Financial Corp.
275 Federal Plaza West
Youngstown, Ohio 44503
REQUIRED INFORMATION
The following financial statements and supplemental schedule for The Home Savings and Loan Company
401(k) Savings Plan are being filed herewith:
Description:
Contents of Financial Statements
Report of Independent Registered Public Accounting Firm
Audited Financial Statements:
Statement of Net Assets Available for Benefits at December 31, 2005 and December 31, 2004.
Statement of Changes in Net Assets Available for Benefits for the year ended December 31,
2005.
Notes to Financial Statements
Supplemental Schedule:
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
The following exhibit is being filed herewith:
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Exhibit No.
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Description |
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23.1
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Consent of Crowe Chizek and Company LLC
Independent Auditors |
THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
December 31, 2005 and 2004
THE HOME SAVINGS AND LOAN COMPANY
401(k) SAVINGS PLAN
Youngstown, Ohio
FINANCIAL STATEMENTS
December 31, 2005 and 2004
CONTENTS
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1 |
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FINANCIAL STATEMENTS |
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2 |
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3 |
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4 |
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SUPPLEMENTAL SCHEDULES |
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8 |
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EX-23.1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Home Savings and Loan Company
401(k) Savings Plan
Youngstown, Ohio
We have audited the accompanying statements of net assets available for benefits of the Home
Savings and Loan Company 401(k) Savings Plan as of December 31, 2005 and 2004, and the related
statement of changes in net assets available for benefits for the year ended December 31, 2005.
These financial statements are the responsibility of the Plans 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. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes 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 the Plan as of December 31, 2005 and 2004, and
the changes in net assets available for benefits for the year ended December 31, 2005 in conformity
with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the
purpose of additional analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule
is the responsibility of the Plans management. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic 2005 financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic 2005 financial
statements taken as a whole.
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/s/ Crowe Chizek and Company LLC
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Crowe Chizek and Company LLC |
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Columbus, Ohio May 20, 2006 |
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1.
THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2005 and 2004
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2005 |
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2004 |
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ASSETS |
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Investments
(Note 4)
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Shares of registered investment companies |
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$ |
11,132,926 |
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$ |
9,659,881 |
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Shares of money market funds |
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6,782 |
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33,297 |
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United Community Financial Corp. common stock |
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5,733,094 |
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4,986,408 |
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Loans to plan participants |
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341,257 |
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274,496 |
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17,214,059 |
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14,954,082 |
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Receivables |
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Due from broker |
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6,202 |
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2,702 |
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Participant contributions |
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39,372 |
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160,892 |
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Employer contribution |
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14,568 |
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106,223 |
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60,142 |
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269,817 |
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Cash |
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66,331 |
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3,211 |
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Total assets |
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17,340,532 |
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15,227,110 |
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LIABILITIES |
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Due to broker |
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76,426 |
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138,948 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
17,264,106 |
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$ |
15,088,162 |
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See accompanying notes to financial statements.
2.
THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2005
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Additions to net assets attributed to: |
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Investment income |
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Net appreciation in fair value of investments (Note 4) |
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$ |
734,077 |
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Interest and dividends |
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546,503 |
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1,280,580 |
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Contributions |
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Employer |
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464,083 |
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Participant |
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1,260,447 |
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Rollovers |
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170,398 |
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1,894,928 |
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Total additions |
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3,175,508 |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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993,807 |
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Administrative expenses |
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5,757 |
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Total deductions |
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999,564 |
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Net increase |
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2,175,944 |
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Net assets available for benefits |
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Beginning of year |
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15,088,162 |
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End of year |
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$ |
17,264,106 |
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See
accompanying notes to financial statements.
3.
THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 DESCRIPTION OF PLAN
The following description of The Home Savings & Loan Company 401(k) Savings Plan (the Plan) is
provided for general information purposes only. Participants should refer to the Plan document for
a more complete description of the Plans provisions.
General: The Plan was established by The Home Savings & Loan Company (Company) effective
January 1, 1993. The Plan is subject to the provisions of the Employee Retirement Income Security
Act (ERISA). Employees of the Company are eligible to become a participant in the Plan upon
completion of six months of service and after reaching age 20, if not a member of a union with
which the Company has a collective bargaining agreement, a nonresident alien, a leased employee, a
limited service employee, or a seasonal employee.
Contributions: Participants may authorize up to 100% of their annual pretax compensation,
subject to Internal Revenue Code limitations, to be withheld by the Company through payroll
deductions. The Plan also allows any participant who has attained age 50 by the end of the Plan
year to make catch-up contributions in accordance with Code Section 414(v). The Company may make a
matching contribution based on a percentage of participant contributions, as determined each year
by the Company. For 2005 and 2004, the Company matched 50% of up to the first 6% of the
participant compensation deferred. Additional amounts may be contributed at the option of the
Company and are subject to certain limitations.
Participant Accounts: Each participant account is credited with the participants
contribution, and an allocation of (a) the Companys contributions, (b) net investment earnings,
(c) withdrawals, and (d) forfeitures. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is the benefit that can be
provided from the participants vested account. Each participant directs the investment of their
account to any of the investment options available under the Plan, including common stock of United
Community Financial Corp., the Companys parent.
Vesting: Participants are immediately vested in their contributions plus actual earnings
thereon. Any employer contributions vest accordingly to the following schedule:
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Years of Service |
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Vest % |
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Less than 1
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0 |
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1
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0 |
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2
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0 |
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3
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100 |
% |
Forfeited Accounts: At December 31, 2005 and 2004, forfeited non-vested accounts totaled
$3,961 and $3,797, respectively. These accounts are first used to restore the previously forfeited
account balances of qualifying participants that resume employment with the Company. Any remaining
forfeitures are used to reduce future Company contributions or are reallocated to the remaining
Plan participants. During 2005, forfeitures of $13,250 were used to reduce employer contributions.
(Continued)
4.
THE
HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 DESCRIPTION OF PLAN (Continued)
Retirement, Death and Disability: A participant is entitled to 100% of his or her account
balance upon retirement, death or disability.
Payment of Benefits: Participants who have attained age 59-1/2 may elect to withdraw all
or part of their employee deferral account balances. Withdrawals can also be made at any time if
an employee encounters a severe financial hardship. Vested amounts are distributed to participants
upon termination of employment. Participants may receive their distribution in either a lump sum
payment or in installment payments.
Participant Loans: Participants may borrow from their fund accounts up to $50,000 or 50
percent of their vested account balance, whichever is less. The loans are secured by the balance
in the participants account and bear interest at the prime rate plus 1% as of the beginning of the
quarter.
NOTE 2 SUMMARY OF ACCOUNTING POLICIES
Accounting Method: The Plans financial statements are prepared on the accrual basis of
accounting in conformity with U.S. generally accepted accounting principles.
Investment Valuation and Income Recognition: The Plans investments other than participant
loans are stated at fair value as measured by quoted market prices. Loans to participants are
valued at their outstanding balances, which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
Estimates: The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires the plan administrator to make estimates and assumptions
that affect certain reported amounts and disclosures and actual results could differ from those
estimates. Estimates of investment valuation are particularly subject to change in the near term.
Payment of Benefits: Benefits are recorded when paid.
Risk and Uncertainties: The Plan provides for various investment options including any
combination of certain mutual funds, money market funds and common stock of the parent of the
Company (United Community Financial Corp.). The underlying 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
the amounts reported in the statement of net assets available for benefits and participants
individual account balances.
5.
THE
HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 2 SUMMARY OF ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk: At December 31, 2005, approximately 33% of the Plans
assets were invested in United Community Financial Corp. common stock.
NOTE 3 RIGHTS UPON PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of plan termination, participants would become 100% vested in their accounts.
NOTE 4 INVESTMENTS
The following presents investments that represent 5% or more of the Plans net assets.
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December 31, 2005 |
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Units or Shares |
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Fair Value |
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United Community Financial Corp. common stock |
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485,444 |
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$ |
5,733,094 |
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Registered Investment Companies |
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American Investment Company of America Fund |
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31,516 |
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988,350 |
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American Fundamental Investors Fund |
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28,445 |
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1,006,969 |
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Victory Diversified Stock Fund |
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61,336 |
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1,039,037 |
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December 31, 2004 |
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Units or Shares |
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Fair Value |
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United Community Financial Corp. common stock |
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445,215 |
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$ |
4,986,408 |
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Registered Investment Companies |
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American Investment Company of America Fund |
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29,087 |
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894,414 |
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American Fundamental Investors Fund |
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29,483 |
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950,831 |
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AIM Charter Fund |
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69,885 |
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895,226 |
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During 2005, the Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated/(depreciated) in value as follows:
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Shares of registered investment companies |
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$ |
467,261 |
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United Community Financial Corp. common stock |
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266,816 |
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$ |
734,077 |
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6.
THE
HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
NOTES TO
FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 5 PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan,
any party rendering services to the Plan, the employer and certain others. Most administrative
expenses of the Plan are paid for by the Company. The Plan paid fees of $5,757 to Invesmart for
administrative services. Approximately $159,973 of cash dividends were paid to the Plan by United
Community Financial Corp. during 2005 based on shares held by the Plan on the dates of declaration.
United Community Financial Corp. is the parent of the plan sponsor.
At year-end, the Plan held the following party-in-interest investments (at fair value):
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2005 |
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2004 |
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United Community Financial Corp. common stock |
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$ |
5,733,094 |
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$ |
4,986,408 |
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Loans to plan participants |
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$ |
341,257 |
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$ |
274,496 |
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NOTE 6 TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to individuals who have elected
to withdraw from the Plan, but who have not yet been paid. Plan assets allocated to these
participants were $54,750 and $0 at December 31, 2005 and 2004, respectively.
NOTE 7 TAX STATUS
The Internal Revenue Service has determined and informed the Company by letter dated February 14,
2005, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code
(IRC). Although the Plan has been amended since receiving this determination letter, the Plan
administrator believes that the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC.
7.
THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
SCHEDULE H, LINE 41 SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
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Name of Plan Sponsor:
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The Home Savings & Loan Company |
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Employer identification number:
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34-0296160 |
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Three digit plan number:
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001 |
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(b) |
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(c) |
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Identity of Issue, |
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Description of Investment Including |
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(e) |
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Borrower, Lessor |
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Maturity Date, Rate of Interest, |
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(d) |
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Current |
(a) |
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or Similar Party |
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Collateral, Par or Maturity Value |
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Cost |
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Value |
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Common stock |
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*
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United Community Financial
Corp.
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Common stock, 485,444 shares
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**
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$ |
5,733,094 |
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5,733,094 |
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Shares of registered
investment companies |
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Pioneer Investments
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Pioneer Mid-cap Value Fund,
13,430 shares
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**
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313,463 |
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Victory Funds
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Victory Diversified Stock Fund,
61,336 shares
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**
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1,039,037 |
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AIM Investments
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AIM International Growth Fund,
17,373 shares
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**
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407,923 |
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Alliance Capital
Management
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Alliance Bernstein Fund,
36,535 shares
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**
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607,583 |
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Alliance Capital
Management
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Alliance Technology Fund,
3,531 shares
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**
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211,293 |
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American Funds
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American Balanced Fund,
34,017 shares
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**
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606,183 |
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American Funds
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The Bond Fund of America,
20,499 shares
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**
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270,995 |
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Davis Funds
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Davis New York Venture Fund,
22,900 shares
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**
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771,726 |
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American Funds
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EuroPacific Growth Fund,
9,661 shares
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**
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397,078 |
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American Funds
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Fundamental Investors Fund,
28,445 shares
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**
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1,006,969 |
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American Funds
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The Growth Fund of America,
24,962 shares
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**
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770,318 |
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* |
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-Denotes party-in-interest. |
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** |
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-All investments are participant directed, therefore, historical cost information is not required. |
(Continued)
8.
THE HOME SAVINGS & LOAN COMPANY
401(k) SAVINGS PLAN
SCHEDULE H, LINE 41 SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
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Name of Plan Sponsor:
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The Home Savings & Loan Company |
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Employer identification number:
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34-0296160 |
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Three digit plan number:
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001 |
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(b) |
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(c) |
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Identity of Issue, |
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Description of Investment Including |
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(e) |
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Borrower, Lessor |
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Maturity Date, Rate of Interest, |
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(d) |
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Current |
(a) |
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or Similar Party |
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Collateral, Par or Maturity Value |
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Cost |
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Value |
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*
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American Funds
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The Investment Company of
America Fund, 31,516 shares
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**
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$ |
988,350 |
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American Funds
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American Funds Company
Class A Fund, 8,859 shares
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**
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312,472 |
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MFS Investment
Management
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MFS Total Return Fund,
40,575 shares
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**
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623,633 |
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Franklin Templeton
Investments
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Franklin Small Mid Cap
Growth Fund, 8,001 shares
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**
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301,786 |
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Franklin Templeton
Investments
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Franklin U.S. Government
Securities Fund, 41,708 shares
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**
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271,936 |
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American Funds
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AMCAP Fund, 39,547 shares
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**
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756,134 |
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|
|
|
|
|
|
|
|
|
|
|
Seligman
|
|
Seligman Communications &
Information Fund, 7,603 shares
|
|
**
|
|
|
207,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Franklin Templeton
Investments
|
|
Templeton Foreign Fund,
31,060 shares
|
|
**
|
|
|
393,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pimco Advisors
|
|
Pimco Low Duration Fund,
27,872 shares
|
|
**
|
|
|
278,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federated Funds
|
|
Federated Government Obligations
Fund, 596,287 shares
|
|
**
|
|
|
596,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,132,926 |
|
|
|
|
|
|
Shares of money market funds
|
|
|
|
|
|
|
|
|
AIM Investments
|
|
AIM Money Market Cash Reserves
Fund, 6,782 shares
|
|
**
|
|
|
6,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,782 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Participant loans
|
|
Participant loans with interest
rates ranging from 5% 8%
|
|
|
|
|
341,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,214,059 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
-Denotes party-in-interest. |
|
** |
|
-All investments are participant directed, therefore, historical cost information is not required. |
9.
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.
|
|
|
|
|
|
|
THE HOME SAVINGS AND LOAN COMPANY 401(k) SAVINGS PLAN
|
|
|
|
|
|
|
|
By:
|
|
The Home Savings and Loan Company of Youngstown, Ohio
|
|
|
|
|
|
|
|
Its:
|
|
Administrator
|
|
|
|
|
|
Date: June 29, 2006
|
|
|
|
/s/ David G. Lodge
David G. Lodge, President and COO |
THE HOME SAVINGS AND LOAN COMPANY
401(k) SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
INDEX TO EXHIBITS
|
|
|
Exhibit No.
|
|
Description |
|
|
|
23.1
|
|
Consent of Crowe Chizek and Company LLC
Independent Auditors |