e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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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, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
for the transition period from to
Commission File Number
A. |
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Full title of the plan and the address of the plan, if different from that of
the issuer named below: |
IMAX CORPORATION
401(k) RETIREMENT PLAN
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Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office: |
IMAX CORPORATION
2525 Speakman Drive
Mississauga, Ontario L5K 1B1
IMAX CORPORATION 401(k) RETIREMENT PLAN
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT
ITEM 4. Financial Statements and Supplemental for the Plan
The IMAX Corporation 401(k) Retirement Plan (the Plan) is subject to the Employee Retirement
Income Security Act of 1974 (ERISA). In lieu of the requirements of Items 1-3 of this Form, the
Plan is filing the financial statements and supplemental schedules prepared in accordance with the
financial reporting requirements of ERISA. The Plan financial statements and supplemental
schedules for the year ended December 31, 2007 are included as Exhibit 99.1 to this report on Form
11-K and are incorporated herein by reference. The Plan financial statements and supplemental
schedules have been examined by PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm, and their report is included therein.
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Signatures |
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2 |
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EXHIBITS |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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3 |
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99.1 |
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Financial Statements and Supplemental Schedules of the IMAX Corporation 401(k)
Retirement Plan for the year ended December 31, 2007, prepared in accordance
with the financial reporting requirements of ERISA
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4 |
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1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the IMAX
Corporation 401(k) Retirement Plan have duly caused this Annual Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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IMAX Corporation 401(k) Retirement Plan
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Date: July 11, 2008 |
By: |
/s/ G. Mary Ruby
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Name: |
G. Mary Ruby |
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Title: |
Executive Vice President, Corporate Services
& Corporate Secretary |
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By: |
/s/ Jeffrey Vance
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Name: |
Jeffrey Vance |
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Title: |
Vice President Finance & Controller |
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2
exv23w1
Exhibit 23.1
PRICEWATERHOUSECOOPERS LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No.
333-134811) of IMAX Corporation of our report dated July 11, 2008 relating to the financial
statements and financial statement schedules of the IMAX Corporation 401(k) Retirement Plan, which
appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toronto, Ontario
July 11, 2008
3
exv99w1
EXHIBIT 99.1
Index to Financial Statements and Supplemental Schedules of the
IMAX Corporation 401(k) Retirement Plan
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Page(s) |
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Report of Independent Registered Public Accounting Firm |
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5 |
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Financial Statements |
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Statements of Net Assets Available for Benefits as at December 31, 2007 and 2006 |
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6 |
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Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2007 |
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7 |
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Notes to Financial Statements |
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8-13 |
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Additional Information |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) as at December 31, 2007 |
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14 |
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* |
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Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act (ERISA) of 1974
have been omitted because they are not applicable. |
4
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
IMAX Corporation 401k Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits and the related
statements of changes in net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of IMAX Corporation 401k Retirement Plan (the
Plan) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the
year ended December 31, 2007 in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of the Plans
management. Our responsibility is to express an opinion on these financial statements based on our
audit. We conducted our audit of these statements 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
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. This 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 financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toronto, Canada
July 11, 2008
5
IMAX Corporation 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007 |
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2006 |
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Assets |
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Investments at fair value |
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Interest-bearing cash |
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$ |
109 |
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$ |
137 |
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IMAX common shares |
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3,141 |
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2,219 |
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Common collective trusts |
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1,335,862 |
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1,353,069 |
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Mutual funds |
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6,305,567 |
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5,992,190 |
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Participant loans |
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63,867 |
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72,686 |
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Total investments |
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$ |
7,708,546 |
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$ |
7,420,301 |
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Receivables |
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Participant contributions |
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$ |
16,705 |
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$ |
42,790 |
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Employer contributions |
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45,772 |
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93,659 |
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Total receivables |
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$ |
62,477 |
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$ |
136,449 |
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Total assets |
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$ |
7,771,023 |
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$ |
7,556,750 |
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Liabilities |
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Refunds from over-contribution (Note 6) |
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$ |
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$ |
6,720 |
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Net Assets |
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Net assets available for benefits at fair value |
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7,771,023 |
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$ |
7,550,030 |
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Adjustment from fair value to contract value for
interest in the ABN AMRO Income Plus Fund
collective trust relating to fully
benefit-responsive investment contracts (Notes 2 and 9) |
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6,495 |
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6,341 |
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Net assets available for benefits at contract value |
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$ |
7,777,518 |
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$ |
7,556,371 |
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The accompanying notes are an integral part of these financial statements.
6
IMAX Corporation 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007
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2007 |
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Additions to net assets attributed to |
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Investment Income |
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Net depreciation in fair value of investments (Note 3) |
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(413,234 |
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Interest and dividends |
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870,990 |
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Other |
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1,128 |
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458,884 |
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Contributions |
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Employers |
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138,769 |
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Participants |
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475,870 |
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Total contributions |
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$ |
614,639 |
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Total additions |
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1,073,523 |
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Deductions from net assets attributed to |
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Benefits paid to participants |
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837,422 |
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Administrative expenses |
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960 |
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Loan withdrawals |
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13,994 |
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Total deductions |
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852,376 |
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Net increase in net assets available for benefits |
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$ |
221,147 |
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Net assets available for benefits |
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Beginning of year |
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$ |
7,556,371 |
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End of year |
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$ |
7,777,518 |
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The accompanying notes are an integral part of these financial statements.
7
IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006
1. Description of the Plan
The following brief description of the IMAX Corporation 401(k) Retirement Plan (the Plan) is
provided for general information purposes only. For a more complete description of the Plans
provisions, participants should refer to the Plan agreement.
General
The Plan was established by IMAX Corporation (the Company) effective January 1, 1993. The
Plan is a defined contribution retirement plan covering all eligible employees of the Company
who are not covered by a collective bargaining agreement, and is subject to the provisions of
the Employee Retirement Income Security Act (ERISA) of 1974 and the Internal Revenue Code.
Eligibility
Employees of the Company are eligible to participate in the Plan after completing one year and
at least 1,000 hours of service and at twenty-one years of age.
Contributions
The Plan allows participants to contribute an amount up to 60% of their annual compensation,
not to exceed the ceiling imposed by the Internal Revenue Service of $15,500 for 2007, as
prescribed by the Plan agreement. Participants may contribute to the Plan any portion of
lump-sum distributions received from other qualified plans when the contributions qualify as a
tax-free rollover. A participant who has attained age 50 before the close of the respective
Plan year, is eligible to make unmatched catch-up contributions up to a maximum of $5,000 for
2007. The Company will match 100% of the participants contributions, not to exceed 2% of
their total compensation. Additionally, employer contributions may be contributed at the
discretion of the Companys management. In March 2008, the Company made discretionary
contributions in an amount of $41,819 to the 2007 Plan year, which are included in the
employer contributions receivable balance as at December 31, 2007 (December 31, 2006 -
$83,420).
Vesting
Participants are vested immediately in their contributions plus actual earnings thereon.
Vesting in the employer contribution portion of their accounts is based on years of continuous
service, except for discretionary contributions which are vested immediately, as follows:
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Vesting |
Years of Service |
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Percentage |
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Less than 1 |
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0% |
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1 |
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25% |
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2 |
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50% |
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3 or more |
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100% |
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Participants will be immediately vested upon the occurrence of certain events such as reaching
normal retirement age, reaching early retirement age and completing 5 years of vesting
service, becoming disabled and upon death.
8
IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006
1. Description of Plan (contd)
Participant accounts
Separate fund accounts are maintained for each Plan participant. Participants may direct the
investment of their contributions in 1% increments in any of several investment fund
alternatives, which include mutual funds, a common collective trust and the IMAX Stock Fund.
Participants may, in accordance with the rules of the Plan, transfer existing balances among
the available investments funds, and/or redirect their current contributions into different
funds, daily. A participant may increase or decrease, at any time, the percentage of salary
reduction elected, effective the first day of each payroll period. Contributions may be
suspended at any time.
Each participants account is credited with the participants and the Companys contributions
and investment earnings, and charged with investment losses. The benefit to which a
participant is entitled is equal to the amount of the participants vested account balance.
Participant loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of
$50,000 or 50% of their vested account balance, whichever is less. The loans are
collateralized by the balance in the participants account and bear interest at rates
commensurate with local prevailing rates as determined annually by the plan administrator.
The loans outstanding at December 31, 2007 bear interest rates at 5.50% 8.25% (5.00% 8.25%
for December 31, 2006). Loans may not exceed five years and home loans may not exceed 10
years.
Benefit provisions
Normal retirement age is 65, at which time participants are entitled to 100% of their account
balance. Vested amounts are distributable upon termination, death, undue financial hardship
or the termination of the Plan.
Forfeitures
Participants not fully vested in employer contributions upon termination of employment forfeit
their non-vested balances when they incur a forfeiture break in service. A forfeiture break
in service is a period of five consecutive vesting service periods in which a participant
completes fewer than a minimum number of hours, as defined by the Plan, in each vesting
service period comprising the five-year period. The forfeitures are retained in the Plan and
are used to either pay administrative expense or reduce future employer contributions payable
under the Plan. At December 31, 2007 and 2006, unallocated forfeited non-vested accounts
totaled $2,225 and $12,694, respectively. During 2007 and 2006, $17,759 and $221 of forfeited
unallocated assets were used to reduce employer contributions or pay administrative expenses,
respectively.
Administrative expenses
Administrative expenses incurred in connection with the administration of the Plan are
generally paid for by the Company. Other administrative expenses incurred relate to specific
transactions requested by participants and are paid for out of the respective participant
accounts. The total amount of administrative expenses paid by Plan participants as of
December 31, 2007 was $960 (December 31, 2006 $1,536).
Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the
Plan at any time subject to the provisions of ERISA. In the event of Plan termination,
participants would become fully vested in their accounts as of the effective date of
termination.
9
IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006
2. Summary of Significant Accounting Policies
Basis of accounting
The accounts of the Plan are maintained on the accrual basis of accounting.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, and changes therein, and disclosure
of contingent assets and liabilities. Actual results could be materially different from these
estimates.
Benefit payments
Benefits are recorded when paid.
Investment valuation and income recognition
Investments are reported at fair value. Investments in the common stock of IMAX Corporation,
which are traded on the New York Stock Exchange, are valued using the last reported sales
price prior to close of the Plan year. Investments in mutual funds are valued at the net asset
value of shares held at the end of the Plan year. Investments in common collective trust
funds are valued at fair value as reported in the year-end audited financial statements.
Interest-bearing cash includes money market accounts valued at the net asset value of shares
held by the Plan at year-end.
Loans to participants are valued at cost, plus accrued interest which approximates fair value.
Investment income of IMAX common stock, the mutual funds, and the common collective trust
funds are allocated to participants based on their proportionate share of the net assets of
the respective investment fund. Purchases and sales of securities are reflected on a
trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is
recorded on an accrual basis.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP
94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and
Welfare and Pension Plans (the FSP), 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 ABN AMRO Income Plus Fund, an investment contract
through a collective trust. As required by the FSP, the Statements 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. The
Statement of Changes in Net Assets Available for Benefits is prepared on a contract value
basis. The Company also holds units of Principal Trust S&P 500 Index Fund, a collective trust,
which is not fully benefit-responsive, thus no adjustment from fair value to contract value is
required.
Risk and uncertainty
Investments are exposed to various risks, such as interest rate and market risk. Due to the
level of risk associated with certain investments and the level of uncertainty related to
changes in the value of investments, it is at least reasonably possible that changes in risk
in the near term could
10
IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006
materially affect participants account balances and the amounts reported in the Statement of
Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for
Benefits.
2. Summary of Significant Accounting Policies (contd)
New Accounting Pronouncement
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 157, Fair Value Measurements, which is effective for
years beginning after November 15, 2007 and for interim periods within those years. This
statement defines fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value measurements. The
Plan expects to first apply the new statement during fiscal year ending December 31, 2008, and
the Plan is currently evaluating the impact on its financial statements.
3. Investments
As at December 31, the following presents investments that represent 5% or more of the Plans
net assets at fair value:
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2007 |
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2006 |
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ABN AMRO Income Plus |
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$ |
422,622 |
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$ |
393,898 |
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Aston Balanced N Fund |
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463,466 |
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423,398 |
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Aston/ABM AMRO Growth N Fund |
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1,229,750 |
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1,264,833 |
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Calvert Social Inv Fund EQ |
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719,207 |
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660,297 |
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Columbia Acorn A Fund |
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432,751 |
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420,741 |
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Evergreen Special Value A |
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549,278 |
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518,690 |
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Mutual Discovery R |
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410,727 |
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423,913 |
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MFS Research International A |
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1,124,397 |
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1,045,580 |
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Principal S&P 500 Index |
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919,735 |
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965,512 |
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The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net
appreciation (depreciation) in fair value of investments, which consists of the realized gains
and losses from the sale of investments and the unrealized appreciation (depreciation) on
investments. The Plans investments appreciated (depreciated) in value as follows:
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Year Ended |
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2007 |
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Mutual funds |
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$ |
(414,567 |
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IMAX common stock |
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1,333 |
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$ |
(413,234 |
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4. Related Party Transactions
Effective July 1, 2004, the Plan allowed participants to invest in shares of the IMAX Stock
Fund. The Fund normally keeps over 95% of its assets in IMAX common stock with the remaining
assets held in a money market fund. As at December 31, 2007, there were 460 (2006 593)
shares
11
IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006
outstanding in IMAX common stock. During 2007, 253 (2006 380) shares of IMAX common stock
were purchased and 386 (2006 1,117) shares were sold.
Loans to participants as of December 31, 2007 and 2006 were $63,867 and $72,686, respectively
and are also considered party-in-interest transactions.
5. Tax Status
The Internal Revenue Service (IRS) issued a favorable determination letter on October 9,
2003 regarding the qualified and tax-exempt status of the Plan under Section 401 and 501 of
the Internal
Revenue Code. Subsequent to receipt of the favorable determination letter, the Plan was
amended. The plan administrator and the Plans tax counsel are of the opinion that the
amendments did not affect the qualified and tax-exempt status of the Plan and, accordingly, no
provision has been made for income taxes.
Participants are not subject to federal or state income tax on employer matching contributions
and pre-tax participant salary reduction contributions until such contributions are withdrawn
or distributed. Participants are also not subject to federal or state income tax on the
earnings and appreciation of the assets of the Plan until such amounts are withdrawn or
distributed.
6. Distributions of Excess Participants Contributions
In 2006, certain contributions from highly compensated participants of $6,720 did not comply
with the participation and discrimination rules set forth in Section 401(k)(3) of the Internal
Revenue Code since these contributions exceeded allowable deferral limits. These contributions
were refunded in 2007. No contributions in excess of allowable deferral limits were made in
2007.
7. Non-Exempt Transactions
The Company was in compliance with Regulation 2510.3-102 of the Department of Labor regarding
the timely remittance of employee contributions to the Plan. Regulation 2510.3-102 requires
that contributions by employees be remitted to the trustee as soon as possible but no later
than the 15th business day following the end of the month.
In addition, the Company was in compliance with Regulation 2510.3-102 of the Department of
Labor regarding the timely remittance of discretionary employer contributions relating to the
year ended December 31, 2007.
12
IMAX Corporation 401(k) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006
8. Unregistered Sale of IMAX Common Stock
The Plan has offered IMAX common stock to participants as an investment option effective July
1, 2004. The stock was required to be registered with the Securities and Exchange Commission
prior to offering to participants. The Company filed a Form S-8 on June 7, 2006 to register
the shares to be offered under the Plan. The Plan sponsor may be subject to claims for
rescission of acquisitions of shares of the Plan sponsors common stock under applicable
securities laws during the one year following the date of acquisition of the shares, the
statute of limitations period that the Plan sponsor believes may apply to claims for
rescission under applicable federal laws. The prospectus mailed to participants included
disclosure of this matter. No actions have been taken by participants as of June 30, 2008.
9. Reconciliation to Form 5500
The Net Assets Available for Benefits are presented in the Companys financial statements at
their contract value. Schedule H of Form 5500 presents Net Assets at fair value. As
disclosed in the Companys Statement of Net Assets Available for Benefits, the adjustment from
fair value to contract value is $6,495 at December 31, 2007 ($6,341 December 31, 2006).
13
IMAX Corporation 401(k) Retirement Plan
Schedule H, Line 4i Schedule of Assets (Held End of Year)
As at December 31, 2007
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(c) |
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Description of |
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Investment, Including |
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Maturity Date, |
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(b) |
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Interest Rate, |
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** |
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Lendor, Identity of Issue, |
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Collateral, |
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Number of |
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(d) |
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(e) |
(a) |
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Borrower, or Similar Party |
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Par or Maturity Value |
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Shares/Units |
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Cost |
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Fair Value |
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Interest Bearing Cash: |
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* |
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Liquidity Fund |
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Interest Bearing Cash |
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$ |
109 |
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Common Stock: |
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* |
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IMAX Stock |
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Common Stock |
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460 |
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$ |
3,141 |
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Common Collective Trust: |
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* |
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ABN AMRO Income Plus Fund |
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Common Collective Trust |
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65,822 |
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$ |
416,127 |
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* |
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Principal Trust S&P 500 Index Fund |
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Common Collective Trust |
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145,810 |
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919,735 |
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$ |
1,335,862 |
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Mutual Funds: |
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* |
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Aston Balanced N Fund |
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Mutual Funds |
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74,036 |
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$ |
463,466 |
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* |
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Aston/ABM AMRO Growth N Fund |
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Mutual Funds |
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78,931 |
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1,229,750 |
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* |
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Aston/TCH Inv Grade Bond N Fund |
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Mutual Funds |
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20,723 |
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188,588 |
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* |
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Aston/Optimum Mid Cap N Fund |
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Mutual Funds |
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3,469 |
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98,290 |
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* |
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AM Funds Fdmntl Inv R4 |
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Mutual Funds |
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3,564 |
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151,089 |
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* |
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Calvert Social Inv Fund EQ |
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Mutual Funds |
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18,627 |
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719,207 |
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* |
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Columbia Acorn A Fund |
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Mutual Funds |
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14,989 |
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432,751 |
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* |
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Evergreen Special Value A |
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Mutual Funds |
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26,859 |
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549,278 |
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* |
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Federated Kaufmann A |
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Mutual Funds |
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3,667 |
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22,849 |
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* |
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Mutual Discovery R |
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Mutual Funds |
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12,895 |
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410,727 |
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* |
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Hotchkis Wiley Mid Cap Value A |
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Mutual Funds |
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5,621 |
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114,517 |
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* |
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MFS International New Discovery A |
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Mutual Funds |
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8,935 |
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217,401 |
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* |
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MFS Research International A |
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Mutual Funds |
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57,779 |
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1,124,397 |
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* |
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PIMCO Real Return Bond A |
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Mutual Funds |
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10,823 |
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118,625 |
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* |
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Pioneer High Yield A |
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Mutual Funds |
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12,120 |
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126,905 |
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* |
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RS Partners Fund |
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Mutual Funds |
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3,101 |
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95,556 |
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* |
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T Rowe Price Spectrum Income |
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Mutual Funds |
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19,833 |
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242,171 |
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$ |
6,305,567 |
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Participant Loans: |
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* |
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Participant Loans |
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Qualified participant loans issued; Interest
rates at 5.00% - 8.25%; Range of maturities
range between 5 - 10 years |
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$ |
63,867 |
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Total Investments |
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$ |
7,708,546 |
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* |
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Denotes party-in-interest. |
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** |
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Cost omitted for these investments as they are participant-directed |
14