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HomeMy WebLinkAboutAuditor's Report n /1 ('\ F\ ., > el It.t ~ DefoJl:te & [ouch€' tLil Suitr: 1000 8 ankOn e Cf:f(ter/To\;lll~( 11 ~ 1\r1o!liJment crrd~ fndianapcHs, IN ~620=4,.5 108 USA T~I: +-1 3 t 1 4t34 8G[j() Fax: f.. ~ "3 T"7 4&~ 3500 ',N'W"."'! ,d 1:~tQ:ftte^(Orn INDEPENDENT AUDITORS' REPORT To till: Board of {Jirector5 of Mifkr Pipeline Corporation: We have audited the accompanying consolidated bahncc sh~ets of Miller Pipeline Corporation and suhsidiary (the "Company") (an indirectly wholly owned suhsidiary of Vectren Utiltty Services. [w:) as of December 31.2006 and 2005, and the rdatcd,consolicbted ~tawrncnts of operations. stockhokkr's equity. and cash nows for the y;;ars then ended. These financial statements are the responsibility of the Company's management. Our responsibility i:; t(J express an opinion on these financial staterm:nts based on our audits. \Ve conJuct.:d our audits in accordance with auqiting standards generally accepted ill the United Stales of America. Those 'itandards requin: that we plan and perform th-: audit to obtain n:asonablt.: assurance about \vhether the financial stmemems are free of mat~rial misstatement An audit includes consideration of internal control Over financial reporting as a basis for design.ing audit proceuun:s that arc appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's intem,l! control oVer financial reporting. Aecord:ingly, we express no such opinion. An audit also indudes examining. on ,[ tcst basis. evidence supporting the amounts and disclosures in tb~ financial statements, assessing the accounting principles used and sig1liticant estimates made by man<tgemenL ~lS well as evaluating the Qverall financial statcment presentation. We believe that our audiL~ provide a reasonable hasis for our opinion, [n our opinion, such consolidated financial statements present fairly. in all rnarcria! respects. the tinanci;Jl position of l\tilkr Pipeline Corporation and suhsidiary as of Deccmber 31, 2006 and ZOOS, and the results of their operations and their cash nows for the years Lhen ended in conronnity with accounting principles generally accepted in the United Staks of America. /JJJJ./!7ft;e 0/ U ~ L '- P May 2l 2007 !\,.~ '~"Y':b.,~( ,-:f Oeloitre TOl.K!;:.?" r,jl:1!n;lt~u '" .c "" ;:; 25 ~I N 'rr fr. ", C -, ~ 'Cl <:: ""I .~ "" ~I .r.\ .... N ~~ r-- -: x <r. 'C .". .r. ~I "'. ~ ~i ,.... ,.-; ~'_l ll) .....~ '"' r-- ~ :c <r. -<r~ Xc "1: "'T~ 'C. r--: '~ "1: z 0 !"'"i .,. ~j' .". ~ ,..: C' ...; '.c "" Y) .... :;\ .".\ C ei -~ ,.... >- Q '" ~ :;-. <:: '" 'r. ~ X: 'oC '" -:to X <r.. r;; ~ '" oC ~\ <', <r. N :;-. 'r. ~ "" .... "" '" r"l 'r. <r~, -: ,.... ~I .~ - ',c ~I .-, a: ~; .... 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'::I ~ ." ." ~ 'J .;; ~ 0 W '" ! g .. g. 3 ;;; ! e.. - ~ W co ..-. ::; 2 ~ '" ~ ~ ~ ~ S 'g. := 'J c:.. ~- c:: ~ Z := ~ z " ~ :!l ;- z '" :; :; " B - ". '" c:( W < ." ~ 'j 'J ~ ';j < S '" g ~ ~ ::; a: 0 u ;; " " ~ ." ;r t ~ P. z :J w .~ - g .. .. z :E - ~ ;" i " I ~ < W 0 en ;:; :v ~ ~ 'J t ." (. -oJ 0 ;- ;:; ~ ~ .g .- :;) i ~ ~ ~ ~ . ~ rJl U. :;;: - ~ <: ....I z 0 w ] 'J ...... j ~ ,.. ." ~ ~ ~ en '" r. .E g ] ~ ;:: ~ 0 en en ::; :. - :< "" .- " (J < < :..; - - :..; :- :- ~ OJ :..; :- z I I . . MiLLER PiPELINE CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,12006 AND 2005 2006 2005 PIPELINE CONSTRUCTION-Repair and other revenues $ 152.390.460 $ 132,259,462 PIPELINE CONSTRUCTION-Repair and other costs 134.205.288 117.047,845 GROSS PROFrf 18,t85,172 IS,2l1,617 SELUNG. GENERAL AND ADMINISTRATIVE EXPENSES 8.957,498 8.345,708 iNCOME FROM OPERATIONS 9.227.674 6.865.909 OTHER EXPENSE (lNCOME): Interest expense Management fees-Rdiant Services, LLC Other income-net Total other expense 2.225,5 16 2, I 58.033 (640,000) (620,004 ) 53,217 52.272 1,638.733 1,590,301 7588.94l 5,275,608 3.113.99t 2.299.894 $ 4,474.950 S 2,975.714 fNCOME BEFORE INCOME TAXES (NCo~tE TAX EXPENSE NET INCOME See notes to consolidated financial statements. (' .3. (\ 1"'"""\ : f' , (~\ , MILLER PIPELINE CORPORAT10N ~ND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005 BALANCE-January t,2005 Net income BALANCE-December 31. lOOS Additional paid-in capital from conversion of note payable to equity Net income BALANCE-December 31.2006 See notes to consolidated tinandal statements. Comm!:m Stock Shares' $1 Par Issued, Value 100 $100 [00 100 LOO $100 == Additional Paid-In Capital $ 33,2[7,000 33.2 [7,QOO 2.500.000 $ 35.7 [7,000 - 4 - Retained Earnings :) 5.141009 2.975.7l4- -- 8.[[6.723 4,474,950 $ [2.591.673 Total Stockholder's Equity :) 38.358.109 2.975.714 4 I .333.823 2.500.000 4.474.950 $ 48.308.773 f''.i , ] MILLER PIPELINE CORPORATION AND SUBSIDIARY ] CONSOLIDATED STATEMENTS OF CASH FLOWS ] FOR THE YEARS ENDED DECEMSER 31, 2006 AND 2005 Ni::t cash provided by operating activities 2006 2005 $ 4,474,950 $ 2,975,714 6,996,042 5.73[,865 099,050) 77,817 2,407,797 2,102.286 (3,7+3,864) (3,739,3111 (2J8,478) 135,780 9,164 70,894 (16,158) (3 1 1,80 I ) (4.835,898 ) 908,921 L342,66:l 1.109,487 6.[97,168 9.061,652 (9,814.440) (9,059,107) 548,933 318,681 (5,013.842) ( 14,279,349) (8,740.426) 35,062,492 (27,256,97 I) (33~U77) 7,805.521 (338,577) (276,660) ( 17,35 n 982.222 999,573 $ 705.562 $ 982,222 $ 2.226,989 S 2.187.149 $ 993.418 $ 106350 $ 2.500,000 $ 110,827 243.876 200 ,000 515.328 4.000,000 CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by op~rating acti vities: Depredation and amortization (Gain) loss on disposition of assets Deferred income taxes Changes in operating asset'> and liabilities: Account'i receivable. including unbiHed revenue Inventories Prepaid expenses and other Other assets Accounts payabk Accrued expenses and other r\ CASH FLOWS fROM INVESTING ACTIVITIES: Capital expenditures Proceeds from sale of tlxcd assets Net cash payments for acquired entities and asset acquisitions Net cash used in investing activities CASH fLOWS FROM Fli'l"ANCING ACTIVITIES: Proceeds received from notes payable ' Payments on notes payable and financing obligations Net cash provitkd by (used in) financing activities NET DECREASE IN CASH AND CASH EQUlV ALENTS CASH AND CASH EQUIVALENTS-Beginning of year CASH AND CASH EQUIV ALENTS--End of year SUPPLFMEl'I'TAL CASH FLOW INFORMATrON: Interest paid Income taxes paia-nd SUPPLEMENT AL NON-CASH TRANS ACTIONS: , Conversion of note payable to additional paid-in capital Capit;ll expenditures in accounts payable rSsllanCe of a [lon-compete agreement Conversion of interest payabk to short-term nqtes payable Conversion of notes and interest payable to affiliated accounts payable See notes to consolidated financial statements. - 5 - {\ MILLER PIPELINE CORPORATldN AND SUBSIDIARY NOTES TO CONSOLJDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,12006 AND 2005 L SUMMARY OF SlGNTFICANT ACCO~'NTING POLICIES Organization-Miller Pipdinc Corporation and its subsidiary (the "Company") install, repair, and maintain underground pipelines used in naturnl gas, water, and sewer systems. The Company operates throughout the U niwd States with its custof[ler bas.e primarily conc::ntrated in the eastern half of the United St"ltes. The Company is it wholly ol.'"ned subsidbry of YIP Acquisition CorporJtion eMP Acquisition"). a wholly o'.vned subsidiary of Vectren Utility Services, inc. C"Vcctren"). Prior to July 1,2006, MP Acquisition was a wholly owned subsidiary of Reliant Services, LLC ("Reliant"), an Indiana limited liability company owned jointly and equally by Vectrtn and Cinergy Supply Network, Inc. C"Cinergy"). On July 1,2006, Reliant distributed fifty percent of the outstanding sh<lres of MP Acquisition to both Vectren and Cinergy: and Vectren purchased from Cinergy an of its shares of MP Acquisition. The Company's fioclndal statements were not adjusted as a result of' Vt.:ctren's purchase of YIP Acquisition and continue to be reponed at its historical basis. The Company owns 100% of the outstanding stock of Ohio Valley Pipeline Construction, inc. ("OVP"). f" r Cash aJld Cash Equivalents-Cash and cash equi vaknts consist of an highly liquid investments purchased with original maturities of three months or less. Illventories-Inventories are stated at the l,ower of cost (tirsl-in, first-out) or market and consist primarily of pipeline repair products. licenSed equipment and materials available for sale. Property alld Equipment-ProperlY and equipment are recorded at cosL Depreciation is provided on a straight-line method over the estimated us;:;ful lives. The estimated useful lives of the various classes are as follows: Land improvemcms Buildings and improvements Construction equipment Transportation equipment Furniture and fixtures to years 39 years 2-20 years 3-10 years 5 years Routine maintenance and repairs and miu()r "~p1acement costs arc charged to expense as incurred. Depn:ciatj(}Q expense for the years ended December 3! ,2006 and 2005, was $6,921,! 13 and $5,704.909, respectively. Goodwill-Goodwin represents the exceS$ of the purchase price over the fair value of the net assets acquired and is testet.! for impairrnent annually. The impairment revie\v consists of a comparison of the fair value of the reporting unit to its carrying value. The Cumpany has not recorded a.n impainncnt toss as a result of its impairment rcvie\\!. - 6 - r: I Impairment of Long-Lived ,4ssets- The Company evaluates its long-Ii ved assets and its identifiable intangible assets for impairmem at kast am:mally when events or changes in economic circumstances indicate that the carrying amount of such asset may not be recovemblc. ReVe!l1l1! Recognition-Revenue is recognized wht:n services are performed and accepted by the custOmer. The Company accrues for revenues earned but unbilkd based upon i.:ontract requin:ments and presents such as unbiHcd revenue on tbe consolidated balance sheets. The Company record" provisions for losses on construction contracts, if any. in the period in which the losses become probable. Income Taxes-Deferred tax assets and liabilities are computed based on differences between financial statement and income tax basis of assets an.d liabilities using enacted income tax ratcs. Deferred income tax expense or bt:nefi( is based on the change in deferred tax asset and liabilities from period to period, subject to an ongoing assessment of realization of deferred tax assets. The Company's taxable income is indudeq in the consolidated Federal income tax n:turn of Vectren. Income L"lXCS are provided on a separate company basis. Prillciples of Com;olidatioll- The con~;olidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated. r il-Iallagemellt's Estimates-The Company's consolidated tinancial statements arc prepared in conformity with accounting principles generally accepted in the United States of America which requires: management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent aSsets and liabilities at the date of the financial statements and the reported amounts of revenues <l..'1d expenses during the reporting period. Actual results could differ from those estimates. Collective Bargaining .4greemellts-Approximatcly 88% of the Company's labor force (1,358 employees) was covered by colkctive bargaining agreements at December 3 [,2006. Conective bargaining agreements covering 97 employees, or approximately 7% of the Company's labor force, expire in 2007. Reclassifications-Certain amounts in the. 2005 financial statements have been reclassified to conform to the 2006 presentation. Deferred tax asS~Ls in the amount of $1,<)30396 have been reclassified to current defern::d tax assets from long-term deferred tax liabilities. New Accounting Proftoullcemmts-ln November 2004. the Financial Accounting Standards Board CFASS"') issued Statement of Financial Accounting Standard ('SEAS') No. 151, {nventory Costs. an amendment of ARB No. 43, Chapter 4, to clarify the accounting for abnom1al amounts of idle facility expense. freight, handling costs and wastep material (spoilage). This statement is effective for the Company for fiscal year ended December 31, 2006 The Com pan y assessed and conclUlkd that the effect of SF AS No. 15l on its financial position. results of operations. and cash flows is immaterial. r', I fn fuly 2006. the FA58 isslled FASB lnterpretation No. 48. Accmmtingfur Uncertainty in fncotrli! Taxes-an lnrerpretation ur FAS8 Statemi:nt No. 109 CFIN 48"). FIN 48 seeks to reduce the diversity in practice associated with ce!1:.J.in aspects 'of measuring and recognition in accounting for income taxes. [0 addition, RN 48 requires expanded disClosure with respect to the uncertaimy in income taxes and will be effo::ctivc for the Company for the fiscal year ending Dcccmher 31,2007. The Company is currently - 7 . (\ . assessing. but has not yet determined t.'1e eff~ct if any, of FIN 48 on its financial position. results of operations. and cash Oows. 2. ACQUISITIONS III April 2006, the Company acquired the issl.lcd and outstanding stock of OVP. In November 2006, the Company acquired a majority of the assets o,f R&B Construction Co. [nc. ("R&S"). Both transactions wcre accounted for under the purchase mcthpd of accounting. The purchase prices of the two entities was approximately $5.0 million and \vas assigned to the net assets acquired bast;d on their estimated fair market values at the acquisition dates, CustQrner relationship intangible assets of approximatdy Sl.0 million were recordd in connection with thyse purchases (see note 3). Based 00 these allocations, the purchase prices exceeded [he estimated fair market values of me assets acquired and the difference of approximately $603,000 wa.,> recorded as good\-viII. The goodwill associated with these transactions is deductible for income ta,'( purposes. The rcs\Ilts of Oyp.s and R&B's operations bave been included in the Company's consolidated financlal staten;Il::fi[S beginning April t, 2006 and Novemher 2,2006, res pecti vel y. 3. INTANGIBLE ASSETS [nrangibk assets as of December 3 l. 2006 and 2005, consist of the following: ' 2006 2005 Accumulated Accumulated Cost Amortization Cost Amortization $ 239,600 $149,143 $ 249,600 $127,928 2'.035,871 35,859 200,000 6,667 1 t 2.000 112.(X)O 123.875 122.687 $2.587.471 $ 303,669 $ 373,475 $250,6l5 Patents Customer relationships Non-compcte agreements License fees The Company has purchased the exclusive rights to use or to sublicense the use of certain pipeline repair technology and the accompanying patems. Purchased patents and license fees are amortized on a straight-line basis over the life of the patent or license, which range from five to tea years. Amortization expense for the patents and license fees was $32.403 and $26,956 for the years ended December 3 I. 2006 and 2005. respectively. Royalties paid for the use of such technologies arc recognized as the related services arc performed. The Cli,stamer relationships were recorded in connection with th:: purchases of Oyp and R&B during 2006 (see nOlt :2). The Ii ves of these rdatiopships were detennined to bl.: thirty years. Amortization expense for these customer relation;;hips for the year ended December 3l, 2006. was $35.859, The non..compde agreement is bdwc..:n the Company and one of its empioyees and has a term of six years. AmortizJtion expense for this agreement W.JS $6,667 for the year ended December 31 , 1006. Estim1tcd amortization expen;e 1$ '$ 133,707 in 2007,2008, and 2009 and $120,785 in 20 to and sroUlJ) in 201 L r--\ . r ..' i - 8 . r\ 4. INCO!.\iH: TAXES The significant components of net deferred ~a.x assets lnd deferred tax liabilities included on the consolidated balance sheet as of December ~ l, 2006 and 2005, are: 2006 Deferred tax assets: Net operating loss and other carryforwards Insurance reserve and other $ 1.843.838 999.463 Total defefwJ t:u assets 2,843J51 Deferred tax liabilities: Goodwill and ocher intangibles Property and equipment 4,175,770 6.838,982 Total deferred ta;,\: liabilities 11.l14J51 Net deferred tax liabilities $ (8271 AO I) Net current defem:d t<Lx' assets Net long-term deferred t<LX liabilities $ 999,463 (9,270.864) r $ (8,271.401) Net deferred tax liabilities 2005 $ 2,295,960 L030.396 3.326356 3,502,073 5,687,887 9.189,960 '5 (5.863,604) $ 1,030,396 (6,894,000) $ (5.863,604) The Company has net federal operating loss carryfQrwards of approximately $4.9 million which expire 2020 through 2023. The expense for income taxes for the ycarsended December 3 [,2006 and 2005, consists of the following: 2006 Current expense-federal Current expense-state DeCerred expense $ 569.308 136.886 2.407.797 Provision for income tJxes S3.H3.991 - 9 - 2005 S 73.288 124.320 2.lO1.286 S 2.299.894 r\ Becallse the Company is now an inJ.irect, wholly owned subsidiary of Vectren and \vilJ now tile a consolidated tax return with Veetrcn, it has calculated its tax provision using Vcctren's statutory rate of 35%. A reconciliation of the federal statutory ratc to the effective income tax rate foHows: 2006 2005 Statutory rate State taxes-net of federal benefit Meals and entertainment and other 35.0 % 5.2 0.8 34.0% 8A 1.2 Provision for income taxes 41.0 o/i. 43.6 % 5. RELA TED-PARTY TRANSACTIONS Transactions with Vectren-Accounts reeeivabtc from Vectren and its aftilialCs exceed 1O% of the total accounts receivables as of December 31, 2(J06 and 2005. .A...~ of December 3!. 2006 and 1005, the Company had accounts receivabtc of $2,712,620 and $2,308,722, respectively, due from affiliated companies of Vectrcn. As of December 31,2006, the Company has accounts payable to Vectrcn of $6,62 [. Revenue from Vecrren and its affili,ates for the years ended Decemher 31,2006 and 2005 was $18,633,187 and $14,566,243. The Company leases an operating facility i~ Ohio from Vectrcn Energy Deli very of Ohio, an aftiliate of Vectrcn. Rem expense related (Q this lease ~vas $24,000 for each of the years ended December 31, 2006 and 2005. (". Transactions with Reliant-As of Dccem~er 31,2006 and 2005, the Company had accounts receivable of $4, 116,731 and $4.192,7 [4, respectively, due from affiliated companies of Reliant, induding Vcctren. Revenue from affiliated companies of Reliant, including Vectrcn, for the years ended December 3[" 2006 and 2005, was $31,304,295 and $25,965,402, respectively. During 20C6 and 2005, the Company received $640,000 and :5620,004, respectively, of management fees from Rdiant for various administrativ~ services provided to Reliant. The Company is under contract to provide administrative services to Reliant through December 31, 2007. During 2005, the. Company converted notes payable to Reliant of $4,000.000 to intercompany accounts payable A" of December 3 [,2005, the Cotnpan] had accounts payable due to Reliant of $8.067,332 arising from the conversion and other operating transactions. Transactions with ather related parties-The Company lei.L<;es an operating facility in Ohio from D&D Property Management. LLC C~D&D"), a rdated party, under an operating lease arrangement. Rent expense related to these leases was $66.G'{)() for each of the years ended December 3l. 2006 and 2005, respectivdy. The Company receives information techm~logy consulting services from IT Solutions, a related party. Consulting expense rebtcd to this contract: was $120.564 and $103.843 for the years ended December:) L 2006 and 2005, respectively. - 10 - r 6. NOTES PA YABLE A ;;ummary of notes payable at December 3L 2006 and 2005. are as follows: 2006 2005 Note payabk to Vectren Capital. due on December 15. 20t5, at a variable intere$t rate, which was 6.14% at December 3 I, 2006. lnterest payments are due monthl v . -- .. $ 20.000.000 Note payable to Vectren Capital, due on demand at a variabk interest rate, which was 5.~3% at December 3 L 2006. 12,577.820 Note payabk to Rdianr. repaid in 2006 $ 24,000.000 Notc payable ro Rdiant, converted to equity in 2006 2.500,000 Othcr cquipment notes payable 38.380 32,616,200 26,500.000 Less current maturities 12.6 t 6.200 4.000.000 r. Total notcs payable 510.000,000 $ 22.500.000 At December 3l, :2005, the Company had two outstanding notcs due to Reliant of $24,000.000 and $2,500,000. In connection \viu~ Vectren's purchase of M? Acquisition on July L 2006, the Company assumed the remaining balance of Reliant's note payable to a bank in the amount of $22,000,000. The Company then issucd a note payable to Vectrcn Capital Corp. ("Vectren Capital"), an affiliate of Vectren. in the amount of S20,000,000 anq retired the bank note. In connection with Vectren's purchasc of ~IP Acquisition. the Company also executed a non-cash ex.tinguishment of thc S2,500J)OO note papbk to Reliant and recorded additional paid-in capital in that amount. The Company entered into a second note payable with Vectrcn Carital which is due on demand that allows for borro\Nings up to S40,OOOJK)O, of which $12,577 ,820 was outstanding at December 31, 2006. It is not practical to estimate the fair value. of the nGleS payable, because Vectrcn Capital most likely has in vestment strategies and expectations different from an unrelated third party. Scheduled principal payments fur the notes payable arc as follows: 2007 2015 S 12.616.200 20.000.000 $ 32.616.200 r, - 1I - 7. COM.\IITMENTS ~'iD CONTINGENCiES I The Company leases office and warehouse space and ~quipment under noncancellable operating lease agreements, induding lease arrangements with related partics, which expire through 2010. Remal e:<pense for 2006 and 2005 under operating leases, including short-term equipment rentals, was approximately $5,802,760 and $4,190,229, respectively. Future minimum lease payments under noncancellable operating leases as of December 3l. 2006, are as foHows: 2007 2008 2009 2010 20 II and after $ 2.724,255 1,982,853 1,066,629 457,779 165,591 $6,397,107 The Company is involved in various legal proceedings of a nature con,;idered normal to its business. While it is not feasible to predict or determine the financial outcome of these proceedings, management does not believe that dIe proceedings will result in a material adverse effect on the Company's financial position. results Qf operations or liquidity, r, The Company has entered into various operating lease lines with a bank and has guaranteed the bank a residual value on the equipment upon expiration of the individual leases under the master lease agreement. The guamnteed residual value is equal to 15 or 20% of the original total invoice cost of the equipment purchased by the bank and that obligation had a fair value of approximately $6.100 as of December 31,2006. The Company's maximum potentia! undiscounted payments under this guaranteed residual value obligati,m are approximatdy :) [,530,000 as of December 31.2006, The Company had outstanding commitments to purchase equipment totaling a.pproximatdy $1.900,000 as of December 31, 2006, 8. RETIREMENT PLANS The Company participates in several industry-wide, multi-employer pension plans for its union empLoyees which provide for monthly benefits based on length of service. The expense for these plans amounted to $4,795,997 and $4, L04,977 for the years ended December 3[, 2006 and 2005, respectively. The relative position of each employer participating in these plans with respect to the actuarial present value of accumulated plan benefits and net assets available for benefIts is not readily available. The Company maintains a profit-sharing retirement plan covering substantially all full-time non-union employees having at least 90 days of 5crvke. The annual contribution is determined by the Board of Directors. subject to the: maximum amount. deductible: for Federal income tax purposes, Contributions amounts to the Plan were $':+':+7,142 and $44 I .606 for the years ended December 31, 2006 and 2(XJ5. respectively, ***-'i'!** - 12 -