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, 2006
OR
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TRANSITION REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File Number: 1-9047
A.
Full title of the Plan:
The Rockland Trust Company Employee Savings and
Profit Sharing and Stock Ownership Plan
B. Name of the issuer of the securities held pursuant
To the Plan and the
Address of its principal office:
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
As filed on June 29, 2007
ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Financial Statements and Supplemental Schedule
December 31, 2006 and 2005
(With Report of Independent Registered Public Accounting Firm)
ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Table of Contents
Report of Independent Registered Public Accounting Firm
The 401(k) Committee
Rockland Trust Company
Employee Savings, Profit Sharing and Stock Ownership Plan:
We have audited the accompanying statement of net assets available for benefits of Rockland Trust
Company Employee Savings, Profit Sharing and Stock Ownership Plan, (the Plan), (formerly the
Rockland Trust Company Employee Savings and Profit Sharing Plan) as of December 31, 2006 and the
related statement of changes in net assets available for benefits for the year ended December 31,
2006. These financial statements and the schedule referred to below are the responsibility of the
Plans management. Our responsibility is to express an opinion on these financial statements and
schedule based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly we express no such opinion. 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
audit provides a reasonable basis for our opinion.
In our opinion, the 2006 financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2006 and the changes
in its net assets available for benefits for the year ended December 31, 2006 in conformity with
accounting principles generally accepted in the United States of America.
The Plan has adopted FSP Nos. AAG-INV-1 and SOP 94-4-1 as discussed in Note 2 to the financial
statements, Reporting of Fully-Benefit Responsive Investment
Contracts held by Certain Investment Companies subject to the AICPA
Investment Guide and Defined Contribution Health and Welfare Pension
Plans.
Our audit was performed 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
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/ Vitale, Caturano & Company, Ltd.
Boston, Massachusetts
June 27, 2007
Report of Independent Registered Public Accounting Firm
The 401(k) Committee
Rockland Trust Company
Employee Savings, Profit Sharing and Stock Ownership Plan:
We have audited the accompanying statement of net assets available for benefits of Rockland Trust
Company Employee Savings, Profit Sharing and Stock Ownership Plan, (the Plan), (formerly the
Rockland Trust Company Employee Savings and Profit Sharing Plan) as
of December 31, 2005. This financial statement is the
responsibility of the Plans management. Our responsibility is
to express an opinion on this financial statement.
We conducted our audit 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 audit provide a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2005 in
conformity with U.S. generally accepted accounting principles.
Boston, Massachusetts
June 26, 2006
ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
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2006 |
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2005 |
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Assets: |
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Investments, at fair value (note 3): |
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Collective investment trusts |
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DWS Stable Value Fund |
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$ |
3,350,254 |
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2,806,764 |
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DWS Stock Index Fund |
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5,193,659 |
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4,298,807 |
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Common stock |
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8,986,283 |
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7,377,473 |
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Mutual funds: |
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Bonds |
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1,480,311 |
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1,444,413 |
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Balanced |
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4,626,445 |
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3,964,606 |
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Equity |
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12,077,683 |
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10,029,321 |
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Personal access fund |
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234,815 |
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140,283 |
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Participant loans |
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1,114,971 |
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986,114 |
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37,064,421 |
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31,047,781 |
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Non-interest bearing cash |
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34 |
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11,851 |
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Net assets
available for benefit, at fair value |
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37,064,455 |
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31,059,632 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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101,746 |
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78,046 |
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Net assets available for benefits |
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$ |
37,166,201 |
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31,137,678 |
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The accompanying notes are an integral part of these financial statements.
3
ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2006
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Additions: |
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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 3) |
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3,635,193 |
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Interest and dividends |
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1,013,156 |
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4,648,349 |
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Contributions: |
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Participant |
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2,678,245 |
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Employer |
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1,284,823 |
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3,963,068 |
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Total additions |
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8,611,417 |
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Deductions: |
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Deductions from net assets attributed to: |
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Benefits paid to participants |
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2,582,894 |
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Total deductions |
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2,582,894 |
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Net increase |
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6,028,523 |
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Net assets available for benefits: |
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Beginning of year |
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31,137,678 |
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End of year |
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$ |
37,166,201 |
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The accompanying notes are an integral part of these finaicial statements.
4
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
(1) Description of the Plan
The following description of the Rockland Trust Company (Company) Employee Savings, Profit
Sharing and Stock Ownership Plan (the Plan) provides only general information. Participants
should refer to the plan agreement for a more complete description of the Plans provisions.
(a) General
The Plan is a defined contribution plan that is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Effective July 1, 2006, the Plan was amended to add defined cash contribution features to
the Plan based on 5.00% of each eligible participants compensation for the Plan year
that are intended to satisfy the safe harbor provisions of the Internal Revenue Code.
However, for the Plan Year ending December 31, 2006, a participants excess compensation
shall include only the amount of the participants compensation attributable to the
period from July 1 through December 31, 2006 in excess of 50% of the integration level in
effect for such plan year.
Effective July 1, 2005, the Plan was amended and restated to incorporate previous
amendments and to include a Company Stock Account allowing participants electing the
Company stock as an investment option to receive dividends paid on Company stock to be
paid in either cash or reinvested into the Plan. Additionally, the amended and restated
Plan allows for employees to contribute greater levels of compensation subject to
Internal Revenue Service (IRS) limitations (see Contributions note below).
The original plan was created on September 9, 1971 with several amendments made in the
years to follow mostly to comply with provisions of the Internal Revenue Code (IRC)
Section 401(k) and the Tax Reform Act of 1986.
The Plan covers employees of the Company who meet specified eligibility requirements. DWS
Scudder (named Scudder Investments until February 2, 2006) is the custodian and trustee
of the Plan.
(b) Eligibility
An employee becomes a participant in the Plan upon date of employment. However, to share
in any Company contributions to the Plan (see Contributions note below), a participant
must have completed one year of service (defined as at least 1,000 hours of service in
the first twelve consecutive months of employment). After meeting that eligibility
requirement, there are other requirements that a participant must meet to share in
Company matching, qualified nonelective or discretionary contributions, as follows:
Company matching contributions to the Plan are made each pay period. Therefore, a
participant must be actively employed and making a pre-tax employee deferral during
that pay period in order to share in the matching contribution.
5
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
In order to share in the Companys qualified nonelective or discretionary
contributions to the Plan for any year, a participant must: 1) have completed a year
of service during the Plan year (worked 1,000 or more hours during the year) and 2)
be employed by the Company on the last business day of the year. However, those
participants whose employment terminated during the year because of retirement under
the Companys retirement plan or because of disability, death or for any reason after
the attainment of age 65 shall share in the Companys contribution.
(c) Contributions
Under the amended and restated Plan, subject to IRS limitations, employees who
participate in the Plan may contribute up to 99% of their compensation each payroll
period on a pre-tax basis and up to an additional 10% of their compensation on an
after-tax basis. However, the total contribution may not exceed 99% of compensation. For
the year 2006, the IRS contribution limit was $15,000 with a $5,000 catch-up provision
for participants age 50 or above.
Under the Plan, the Company will contribute the following:
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a matching contribution equal to 25% of the amount of the salary
reduction (less any catch up contributions) the employee elected to defer (limited
to 6% of the employees payroll period compensation); and |
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for each nonhighly compensated participant, a qualified nonelective
contribution equal to a uniform percentage of compensation, which percentage will be
determined by the Company. |
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a non-elective contribution in an amount equal to 5% of the employees
compensation for that year (this non-elective contribution is effective for
compensation earned between July 1, 2006 through December 31, 2006 for the 2006 plan
year). |
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a supplemental non-elective contribution equal to 5% of the amount by
which an employees compensation exceeds the Social Security wage base (an amount
published each year by the Social Security Administration, and indexed for
inflation). For 2006 the Social Security wage base is $94,200. The supplemental
non-elective contribution is also subject to certain other limits imposed by the
Internal Revenue Code. |
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a discretionary contribution for employees that are actively employed on
the last day of the Plan Year. |
No discretionary contributions were made in 2005 and 2006. The discretionary
contribution is allocated to the individual accounts of qualifying participants in the
ratio that each qualifying participants compensation for the plan year bears to the
total compensation of all qualifying participants.
6
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
The Plan was amended as of July 1, 2005 such that any employee hired by the Company on or
after January 1, 2006 will be automatically enrolled in the Plan and will be deemed to
have made an election to defer 6% of his or her compensation commencing with the first
payroll period following thirty (30) days of employment. Provided, however, that no such
deemed election shall be implemented unless the participant has been given a notice that
explains this enrollment feature and their right to elect a different deferral election
(or no deferral).
(d) Vesting and Distribution of Benefits
Participants are immediately 100% vested in all contributions plus actual earnings
thereon upon eligibility.
Upon termination of service due to death, disability, or retirement, a participant may
elect to receive an amount equal to the value of the participants interest in his or her
account. The amended and restated Plan allows the form of payment to be a lump-sum
distribution (rollover treatment, if eligible), or installment payments over a period of
not more than the employees assumed life expectancy. Previously, the forms of payment
were a lump-sum distribution (rollover treatment, if eligible), a stream of payments to
be paid in monthly installments over a 10- to 15-year period, or installment payments in
a fixed amount. However, if the employees vested benefits under the Plan do not exceed
$5000, the benefit will be distributed in a single lump-sum distribution (rollover
treatment required by the Internal Revenue Service if timely notice is not received from
the employee).
Distribution of benefits attributable to investments other than those attributable to the
Company Stock Account will be in the form of cash. Distribution of benefits attributable
to the Company Stock Account will be in the form of cash, Company stock, or both.
Participants (or beneficiaries) may demand distribution in the form of Company stock for
benefits attributable to the Company Stock Account.
(e) Participants Accounts
Each participants account is credited with the participants contribution and
allocations of (i) the Companys contributions and (ii) Plan earnings. 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.
(f) Investment Options
Participants are offered 15 investment portfolios into which they can direct their
contributions.
Employer matching contributions are allocated among options in the same percentages as
the employee contributions. A description of each investment option is provided below:
7
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
DWS
Stable Value Fund
This
fund seeks to provide principal stability, a competitive yield (as compared with
money market instruments) and reliable liquidity from a portfolio of high-quality
instruments, including guaranteed investment contracts (GICs), bank investment contracts
(BICs), synthetic contracts, private placements, and cash equivalents.
DWS Stock Index Fund
This fund seeks to match, before fees and expenses, the performance of the Standard &
Poors (S&P) 500 Stock Index, which emphasizes stocks of large U.S. companies. The S&P
500 is an index of 500 common stocks of U.S. companies that is often used as a benchmark
for the U.S. stock market.
Personal Access Fund
This is an investment option that provides investment flexibility to participants by
enabling them to set up their own brokerage account through State Street Brokerage. It
allows participants to buy and sell other securities and/or mutual funds not available
through the Plan. The participant pays all brokerage fees.
DWS Core Plus Income Fund
This fund seeks to maximize total return consistent with preservation of capital and
prudent investment management by investing for both current income and capital
appreciation.
DWS Balanced Fund
This fund seeks the highest total return, a combination of income and capital
appreciation, consistent with reasonable risk.
DWS Large Company Growth Fund
This fund seeks long-term growth of capital by investing, under normal circumstances, at
least 80% of its net assets, plus the amount of any borrowings for investment purposes,
in large U.S. companies that are similar in size to the companies in the Russell 1000
Growth Index.
DWS Large Cap Value Fund
This fund seeks long-term capital appreciation, with current income as a secondary
objective.
Janus Balanced Fund
This fund seeks long-term growth of capital, balanced by current income.
8
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
Janus Research Fund (Renamed from Janus Mercury Fund on 12/30/06)
This fund seeks long-term growth of capital by investing in common stocks of issuers of
any size, which may include larger, well-established issuers and smaller, emerging growth
companies.
Janus Twenty Fund
This fund seeks long-term growth of capital by investing primarily in common stocks of
companies that offer rapid growth potential. The fund concentrates its investments in a
core position of 20-30 common stocks.
DWS Dreman High Return Equity Fund
This fund seeks to achieve a high rate of total return.
Neuberger Berman Genesis Fund
This fund seeks capital appreciation through investment in common stocks of companies
with small market capitalization, which it defines as those with a total market value of
no more than $1.5 billion at time of purchase.
Neuberger Berman International Fund
The fund seeks long-term capital appreciation by investing primarily in a diversified
portfolio of equity securities of foreign issuers.
Templeton Foreign Fund
This fund seeks long-term capital growth by investing primarily in the equity securities
of companies located outside the United States, including emerging markets. Also, the
fund generally invests up to 25% of its total assets in debt securities of companies and
governments located anywhere in the world.
Independent Bank Corp. Stock
This investment is exclusively in the common stock of Independent Bank Corp., the parent
company of Rockland Trust Company.
(g) Investment Contracts which include Insurance and Investment Contracts
The Plan offers DWS Stable Value Trust which fully invests its funds into Pyramid Stable
Value Fund. Pyramid Stable Value Fund invests in many securities including guaranteed
investment contracts (GICs), GIC alternatives such as Separate Account GICs or synthetic
GICs. Pyramid Stable Value Fund may also invest in a portfolio of marketable fixed income
securities and other
financial instruments (collectively called Portfolio Securities), for which Deutsche Bank
Trust Company Americas (Deutsche Bank), the trustee, may enter into one or more
agreements (Liquidity
9
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
Agreements) in the name of the Pyramid Stable Value Fund, in order to provide book value
liquidity for Portfolio Securities sold from the Pyramid Stable Value Fund to make plan
participant-directed withdrawals. Liquidity agreements may be issued by banks (other than
Deutsche Bank or any of its affiliates), insurance companies or other financial
institutions domestic or foreign. The combination of one or more Portfolio Securities and
a Liquidity Agreement is considered a GIC Alternative or Synthetic GIC. In a synthetic
GIC structure, the underlying investments are owned by the Pyramid Stable Value Fund. The
GICs included in the Stable Value Fund represent fully benefit-responsive investment contracts
with Deutsche Bank.
The difference between valuation at contract value and fair value is reflected over time
through the crediting rate formula provided for in the underlying funds wrapper
contracts. To the extent that the underlying fund has unrealized and realized losses
(that are accounted for, under contract value accounting, through a positive value of the
wrapper contract), the interest crediting rate may be lower over time than then-current
market rates. Similarly, if the underlying portfolio generated realized and unrealized
gains (reflected in a negative wrapper value adjustment under contract value accounting),
an investor currently redeeming underlying fund units may forego any benefit related to a
future crediting rate higher than then-current market rates.
As
described in footnote (2)(b), Fully benefit-responsive investment contracts held by
certain investment companies, because the guaranteed investment contract is fully
benefit-responsive, contract value is the relevant measurement attribute for that portion
of the net assets available for benefits attributable to the guaranteed investment
contract. Participants may ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value. However, there are certain employer
initiated events that could limit the ability of Pyramid Stable Value Fund to transact at
contract value. Examples of these employer initiated events include:
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Plans failure to qualify under the Internal Revenue Code of 1986 as
amended. |
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2. |
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Full or partial termination of the Plan. |
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3. |
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Involuntary termination of employment as a result of a corporate merger,
divestiture spin-off, or other significant business restructuring, which may include
early retirement incentive programs or bankruptcy. |
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4. |
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Changes to the administration of the Plan which decreases employee or
employer contributions, the establishment of a competing Plan by the plan sponsor,
the introduction of a competing investment option, or other plan amendment that has
not been approved by the contract issuer. |
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Dissemination of a participant communication that is designed to induce
participants to transfer assets from the stable value option. |
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Events resulting in a material and adverse financial impact on the
contract issuer, including changes in the tax code, laws or regulations. |
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Certain Plan level withdrawals or plan Participant-Directed Withdrawals
that are deemed not normal, as defined in the Pyramid Stable Value Portfolio Fund
description.
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10
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
The Plan administrator does not believe that the occurrence of any such value event,
which would limit the Plans ability to transact at contract value with participants, is
probable.
Issuers cannot terminate the wrapper contracts unless there is a breach of the contract
on the managers part. Actions that would lead to a breach (after the relevant cure
period), include, but would not be limited to, material misrepresentation, failure to pay
wrapper fees, or failure to adhere to investment guidelines.
The relationship between future interest crediting rates and the adjustment to contract
value reported on the statement of net assets is accomplished through the crediting rate
formula. The difference between the book and market value of each contract is
periodically amortized into each contracts crediting rate. The amortization factor is
calculated by dividing the difference between the market and book of each contract by the
duration of the bond portfolio covered by the contract. The crediting interest rate is
reset on a quarterly basis. The minimum crediting rate under the terms of the contract is
0%.
Key factors that could influence future average interest crediting rates include, but are
not limited to, cash flows experienced by the Fund, changes in level of interest rates,
total return performance of the underlying bond strategies within each synthetic GIC
contract, defaults of credit failures in the underlying bond portfolios, or the
immunization of one or more synthetic GIC contract.
The average yield and crediting interest rates were 5.49% and 4.78%, respectively for the
year ended December 31, 2006. The average yield and crediting interest rates were 4.69%
and 4.21%, respectively for the year ended December 31, 2005.
(h) Dividend Reinvestment and Voting Rights
Dividends paid on investments in Independent Bank Corp. stock within the Plan will be
paid to the Plan and may be distributed in cash not later than 90 days after the close of
the Plan year in which paid, or be reinvested in Company stock. Dividends reinvested may
participate in the dividend reinvestment plan which allows for a 5% discount of dividends
reinvested in Independent Bank Corp. stock.
Participants (or beneficiaries), as holders of Independent Bank Corp. stock, will
direct the Trustee as to the manner in which the voting rights are to be exercised for
all Independent Bank Corp. stock held as part of the Plan assets.
11
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
(i) Loans to Participants
Participants may borrow from their fund accounts a minimum loan amount of $500 up to a
maximum of $50,000 (reduced by the excess, if any, of the highest outstanding loan
balance in the previous 12 months over the current outstanding loan balance) or 50% of
the participants vested account balance, whichever is less. No more than four (4) loans
per participant may be outstanding. The loans are secured by the vested balance in the
participants account and bear interest at rates that range from 4.00% to 9.50%, as
determined by the Plan Administrator, which are commensurate with local prevailing rates.
Loans must be repaid within five (5) years; however, loans for the purchase of a primary
residence may be repaid over a longer period, as determined by the Plan Administrator.
(j) Priorities of the Plan Upon Termination
Although it has not expressed any intent 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, no further contributions will
be made to the Plan and all amounts credited to participants accounts will continue to
be 100% vested. The distribution of the accounts will be done as soon as practicable in a
manner permitted by the Plan.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting.
Contributions, interest, and other income are recorded as earned on the accrual basis.
(b) New Accounting Pronouncements
In December 2005, the Financial Accounting Standards Board (FASB) issued a Staff
Position (FSP), 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 Pension Plans. This FSP amends the guidance in
AICPA Statement of Position 94-4, Reporting of Investment Contracts Held by Health and
Welfare Benefit Plans and Defined-Contribution Pension Plans, with respect to the
definition of fully benefit-responsive investment contracts and the presentation and
disclosure of fully benefit-responsive investment contracts in plan financial
statements. The FSP requires that investments in common/collective trusts that include
fully benefit-responsive investment contracts be presented at fair value in the statement of
net assets available for benefits and that the amount representing the difference
between fair value and contract value of these investments also be presented on the face
of the statement of net assets available for benefits. The FSP is effective for
financial statements for annual periods ending after December 15, 2006 and must be
applied retroactively to all prior periods presented. Accordingly, the Plan has adopted
the financial statement presentation and disclosure requirements effective December 31,
2006, and has retroactively applied the guidance to the 2005 Statement of Net Assets
Available for Benefits to present all investments at fair value, with the adjustment to
contract value separately disclosed. The effect of adopting the FSP had no impact on
the Plans net assets
12
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
available for benefits or changes in net assets available for benefits, as such
investments have historically been presented at contract value.
In
September 2006, the FASB issued Statement No. 157, Fair Value
Measurements (FASB 157). This statement defines fair
value, establishes a framework for measuring fair value and expends
disclosures about fair value measurements. FAS 157 is effective
for the Plan in the first quarter of 2008. The Plan is currently
evaluating the statements impact on its financial statements.
(c) Expenses
The Company pays all expenses of the Plan at the option of the Company.
(d) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those estimates.
(e) Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Quoted market prices, if available, are
used to value investments. Shares of mutual funds are valued at the net asset value of
shares held by the Plan at year-end.
The fair value of the guaranteed investment contract is calculated based on the fair
market value in the underlying assets of the Pyramid Stable Value fund.
The investments in the common/collective trust are valued at estimated fair value based
on the value of the underlying investments.
Participant loans are valued at their estimated fair value on the basis of future
principal payments.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are
recorded on the ex dividend date.
The variety of investment options are exposed to various risks, such as interest rate,
credit and overall market volatility risks. Due to the level of risk associated with
certain investment securities, it is 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 statements of net assets available for benefits.
(f) Benefits Paid
Benefits are recorded upon distribution.
(g) Refundable Contributions
At December 31, 2006 and 2005, $76,524 and $57,298, respectively, of contributions made
in excess of amounts allowed by the Internal Revenue Service were refunded by the Plan to
participants after the end of the Plan year.
13
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
At December 31, 2006 and 2005, net assets available for benefits included $0 and $147,762,
respectively, for distributions to participants who have requested a distribution from the Plan
prior to the end of the Plan year.
The following presents investments in the accompanying statements of net assets available for
benefits for which the fair value exceeded 5% of the Plans net assets as of plan years ended
December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
Fair value |
Description of investment |
|
2006 |
|
2005 |
|
|
|
|
|
|
|
|
|
Independent Bank Corp. Stock |
|
$ |
8,986,283 |
|
|
|
7,377,473 |
|
DWS Stock Index Fund |
|
|
5,193,659 |
|
|
|
4,298,807 |
|
DWS Balanced Fund |
|
|
3,931,895 |
|
|
|
3,910,628 |
|
DWS Stable Value Fund, (contract value $3,452,000 and
$2,884,810, respectively) |
|
|
3,350,254 |
|
|
|
2,806,764 |
|
DWS Large Company Growth Fund |
|
|
2,569,887 |
|
|
|
2,400,920 |
|
Janus Research Fund |
|
|
2,231,909 |
|
|
|
2,115,311 |
|
Templeton Foreign A |
|
|
2,015,164 |
|
|
|
1,301,460 |
|
Neuberger Berman Genesis Trust |
|
|
1,731,325 |
|
|
|
1,639,110 |
|
14
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
During 2006, the Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated in value by $3,635,193 as follows:
|
|
|
|
|
Investments
at Fair Value as Determined by Quoted Market Price: |
|
|
|
|
Personal access fund |
|
$ |
30,903 |
|
Common stock |
|
|
1,930,898 |
|
Mutual funds bonds |
|
|
(7,608 |
) |
Mutual funds balanced |
|
|
285,278 |
|
Mutual funds equity |
|
|
709,547 |
|
|
|
|
|
|
|
|
2,949,018 |
|
|
|
|
|
|
|
|
|
|
Investments
at Estimated Fair Value: |
|
|
|
|
Collective
investment trust DWS Stock Index Fund |
|
|
686,175 |
|
|
|
|
|
|
|
|
|
|
Net change
in fair value |
|
$ |
3,635,193 |
|
|
|
|
|
(4) |
|
Related-Party and Parties-in-Interest Transactions |
Investments
in shares of the common stock of Independent Bank Corp., the parent
company of the Company qualify as related party transaction.
Certain collective
investment trusts and mutual funds managed by DWS Scudder (named Scudder Investments until
February 2, 2006), a Plan trustee as defined by the Plan, qualify as
party-in-interest transactions.
The Internal Revenue Service has determined and informed the Company by a letter dated June
16, 2006 that the amended and restated Plan is designed in accordance with applicable
sections of the IRC. The Plan has been amended since receiving the determination letter.
However, the plan administrator and the plans tax counsel believe that the plan is currently
designed and being operated in compliance with the applicable requirements of the IRC.
(6) |
|
Reconciliation of Financial Statements to Form 5500 |
15
ROCKLAND TRUST COMPANY
EMPOYEE SAVINGS, PROFIT SHARING AND
STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 2006 and 2005
The following is a reconciliation of investments at fair value per the financial statements to
the Form 5500 at December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Investments, at fair value, per the financial statements |
|
$ |
37,064,421 |
|
|
$ |
31,047,781 |
|
|
|
|
|
|
|
|
|
|
Adjustments from fair value to contract value for
interest in Stable Value Funds that holds investments in
fully benefit-responsive investment contracts |
|
|
101,746 |
|
|
|
78,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments per the Form 5500, Schedule H, Part 1
(lines 1c(8), 1c(9), 1c(13), 1c(15), and 1d(1)) |
|
$ |
37,166,167 |
|
|
$ |
31,125,827 |
|
|
|
|
|
|
|
|
The following is a reconciliation of total assets per the financial statements to the Form 5500 at
December 31, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Net assets
available for benefits at fair value, per the financial statements |
|
$ |
37,064,455 |
|
|
$ |
31,059,632 |
|
|
|
|
|
|
|
|
|
|
Adjustments from fair value to contract value for
interest in Stable Value Funds that holds investments in
fully benefit-responsive investment contracts |
|
|
101,746 |
|
|
|
78,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets per the Form 5500, Schedule H, Part 1 (line
1(f)) |
|
$ |
37,166,201 |
|
|
$ |
31,137,678 |
|
|
|
|
|
|
|
|
16
ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
|
|
|
|
|
|
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
|
Plan No: 002
E.I.N: 04-1782600
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
|
|
|
|
|
Description of Investment |
|
|
|
|
|
|
|
Identity of Issuer, Borrower, or Similar Party |
|
Type of Investment |
|
Maturity Date |
|
|
Rate of Interest |
|
|
Collateral |
|
|
Par or Maturity Value |
|
|
Cost |
|
|
Current Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS Stable Value Fund |
|
Collective Investment Trusts |
|
|
n/a |
|
|
|
4.78 |
% |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
$ |
3,452,000 |
|
* |
|
DWS Stock Index Fund |
|
Collective Investment Trusts |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
5,193,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,645,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Access Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SSGA Money Market Fund |
|
Cash and Cash Equivalents |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
76,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CVS Caremark Corp Com Del |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
3,102 |
|
|
|
Coldwater Creek Inc. |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
2,452 |
|
|
|
Corning Inc |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
4,603 |
|
|
|
Dow Chemical Co. |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
8,560 |
|
|
|
Exodus Communications Inc. |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
Ishares TR Dow Jones U.S. Energy Sector Index |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
10,238 |
|
|
|
Kimberly Clark Corp. |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
6,959 |
|
|
|
Sector SPDR TR SHS Ben Int Financial |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
11,106 |
|
|
|
United Health Group |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
2,688 |
|
|
|
Worldcom Inc |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
Yum Brands Inc |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
2,964 |
|
|
|
Nabors Industries LTD (Bermuda) |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
2,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American
AMCAP Class A |
|
Mutual Funds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
5,303 |
|
|
|
Baron Small Cap |
|
Mutual Funds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
14,434 |
|
|
|
Columbia Acorn USA Class Z |
|
Mutual Funds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
6,624 |
|
|
|
Dodge & Cox Balance |
|
Mutual Funds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
6,109 |
|
|
|
Federated Income Trust Institutional |
|
Mutual Funds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
28,281 |
|
|
|
Fidelity Contrafund |
|
Mutual Funds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
12,117 |
|
|
|
Lord Abbett Mid Cap Value Class A |
|
Mutual Funds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
6,466 |
|
|
|
Third Avenue Value |
|
Mutual Funds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
15,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Permian Basin RTY TR |
|
Units |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
1,726 |
|
|
|
Santa Fe Energy TR Spers RCPT |
|
Units |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
5,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
234,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Independent Bank Corp. Mass |
|
Common Stock |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
8,986,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS Core Plus Income Fund |
|
Mutual Funds Bonds |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
1,480,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS Balanced Fund |
|
Mutual Funds Balanced |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
3,931,895 |
|
|
|
Janus Balanced Fund |
|
Mutual Funds Balanced |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
694,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,626,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Continued)
17
ROCKLAND TRUST COMPANY
EMPLOYEE SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
Plan No: 002
E.I.N: 04-1782600
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
|
|
|
|
|
Description of Investment |
|
|
|
|
|
|
|
Identity of Issuer, Borrower, or Similar Party |
|
Type of Investment |
|
Maturity Date |
|
|
Rate of Interest |
|
|
Collateral |
|
|
Par or Maturity Value |
|
|
Cost |
|
|
Current Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
DWS Large Company Growth Fund |
|
Mutual Funds Equity |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
$ |
2,569,887 |
|
|
|
Janus Research Fund |
|
Mutual Funds Equity |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
2,231,909 |
|
|
|
Templeton Foreign A |
|
Mutual Funds Equity |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
2,015,164 |
|
|
|
Janus Twenty Fund |
|
Mutual Funds Equity |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
1,549,560 |
|
|
|
Neuberger Berman Genesis Trust |
|
Mutual Funds Equity |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
1,731,325 |
|
|
|
Neuberger Berman International - Trust |
|
Mutual Funds Equity |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
156,945 |
|
* |
|
DWS Large Cap Value Fund |
|
Mutual Funds Equity |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
904,947 |
|
* |
|
DWS Dreman High Return Equity Fund |
|
Mutual Funds Equity |
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
917,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,077,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Loans to participants |
|
Participant Loans |
|
|
n/a |
|
|
|
4.00 9.50 |
% |
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
1,114,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments held at December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
37,166,167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents a party-in-interest to the Plan. |
See
accompanying independent registered Public Accountants report.
18
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, Rockland Trust
Company Employee Savings, Profit Sharing and Stock Ownership Plan have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
Rockland Trust Company Employee Savings,
Profit Sharing and Stock Ownership Plan
(Name of Plan)
|
|
Date: June 29, 2007 |
/s/ Denis K. Sheahan
|
|
|
Denis K. Sheahan |
|
|
Chief Financial Officer
Independent Bank Corp. |
|
|
19