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Section 1: 11-K (CTBI 2015 FORM 11-K ESOP)

 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 11-K

[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
For the fiscal year ended December 31, 2015
   
 
Or
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
 
For the transition period from _____________ to _____________
   

Commission file number 0-11129

A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:

COMMUNITY TRUST BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN

B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

COMMUNITY TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)

Kentucky
61-0979818
(State or other jurisdiction of incorporation or organization)
IRS Employer Identification No.
   
346 North Mayo Trail
Pikeville, Kentucky
(address of principal executive offices)
41501
(Zip Code)

(606) 432-1414
(Registrant's telephone number)
 
 
 
 

 

 

Community Trust Bancorp, Inc.
Employee Stock Ownership Plan

Contents

Report of Independent Registered Public Accounting Firm
 
   
Financial Statements:
 
   
 
Statements of Net Assets Available for Benefits
 
   
 
Statements of Changes in Net Assets Available for Benefits
 
   
     Notes to Financial Statements
 
   
Supplemental Schedules:
 
   
 
Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
 
   
 
Schedule H, Part IV, Line 4j - Schedule of Reportable Transactions
 
   
Consent of Independent Registered Public Accounting Firm - Exhibit 23.1
 

 

 
Report of Independent Registered Public Accounting Firm

Plan Administrator and Audit Committee
Community Trust Bancorp, Inc. Employee Stock
   Ownership Plan
Pikeville, Kentucky

We have audited the accompanying statements of net assets available for benefits of the Community Trust Bancorp, Inc. Employee Stock Ownership Plan (Plan) as of December 31, 2015 and 2014, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits 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 audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  Our audits also included 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2015 and 2014, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying Schedule of Assets at December 31, 2015, and Schedule of Reportable Transactions for the year ended December 31, 2015, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements.  The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s (DOL) Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA).  The supplemental information is the responsibility of the Plan’s management.  Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.  In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the DOL’s Rules and Regulations for Reporting and Disclosure under ERISA.  In our opinion, the supplemental information in the accompanying schedules is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/BKD, LLP
Louisville, Kentucky
June 24, 2016
Federal Employer Identification Number:  44-0160260
 
 

 
Community Trust Bancorp, Inc.
Employee Stock Ownership Plan

Statements of Net Assets Available for Benefits

December 31, 2015 and 2014


Assets
 
2015
   
2014
 
Cash
 
$
0
   
$
1,056
 
                 
Investments at fair value:
               
Community Trust Bancorp, Inc. common stock
   
26,766,425
     
27,556,713
 
Mutual funds
   
819,539
     
763,654
 
Money market funds
   
86,605
     
136,478
 
Total investments
   
27,672,569
     
28,456,845
 
                 
Receivables:
               
Accrued interest and dividends
   
236,631
     
225,500
 
Total receivables
   
236,631
     
225,500
 
                 
Total assets
   
27,909,200
     
28,683,401
 
                 
Liabilities
               
Trade settlements payable
   
0
     
1,056
 
                 
Net assets available for benefits
 
$
27,909,200
   
$
28,682,345
 

See notes to financial statements.

 

 
Community Trust Bancorp, Inc.
Employee Stock Ownership Plan

Statements of Changes in Net Assets Available for Benefits

Years Ended December 31, 2015 and 2014


Additions:
 
2015
   
2014
 
Contributions
 
$
1,530,254
   
$
1,533,014
 
                 
Investment income:
               
Net depreciation in fair value of investments
   
(1,248,305
)
   
(3,287,119
)
Interest and dividends
   
948,678
     
894,021
 
Total investment loss
   
(299,627
)
   
(2,393,098
)
                 
Deductions:
               
Benefits paid to participants
   
(2,003,772
)
   
(1,971,620
)
                 
Decrease in net assets available for benefits
   
(773,145
)
   
(2,831,704
)
                 
Net assets available for benefits:
               
Beginning of year
   
28,682,345
     
31,514,049
 
                 
End of year
 
$
27,909,200
   
$
28,682,345
 

See notes to financial statements.

 

 
Community Trust Bancorp, Inc.
Employee Stock Ownership Plan

Notes to Financial Statements

As of December 31, 2015 and 2014 and
For the Years Ended December 31, 2015 and 2014


1.  Description of Plan

The following description of the Community Trust Bancorp, Inc. Employee Stock Ownership Plan (the “Plan”) is provided for general information purposes only.  Participants should refer to the Plan Document and Summary Plan Description for more complete information, which are available from the Plan Administrator.

General

The Plan is an employee stock ownership plan covering substantially all employees of Community Trust Bancorp, Inc. (“CTBI”) and all participating subsidiaries, which include Community Trust Bank, Inc. and Community Trust and Investment Company (“CTIC”).  All amounts contributed to the Plan are held by the trustee, CTIC.  The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Eligibility

An employee becomes eligible to participate in the Plan on the entry date following the attainment of age twenty-one and completion of twelve consecutive months of employment in which the employee has at least 1,000 hours of service.

Contributions

Each year, CTBI shall make a contribution to the Plan in an amount not less than 3% of the compensation, as defined, of each participant.  The contributions are non-participant directed and invested directly in CTBI stock.  During 2015 and 2014, the contribution percentage was 4%.

Participant Accounts

Each participant’s account is credited with employer contributions. Earnings or losses on the investments are allocated in proportion to the participant’s interest therein.

Each participant is entitled to exercise voting rights attributable to the shares of CTBI common stock allocated to the participant’s account.  The Retirement and Employee Benefits Committee is not permitted to vote any share for a participant.  The trustee votes shares for which a participant has given no instructions.

Participant Investment Account Options

The Plan provides for the establishment of various investment funds including CTBI common stock, mutual funds and money market funds.  Employer contributions are automatically invested in CTBI common stock. Once a participant attains the age of 55 and has completed ten years of participation in the Plan, the participant may allocate a portion of their Plan balance to other investments within 90 days after the close of each Plan year.  These elections may be made for six consecutive years.

Vesting

Vesting of an employee’s interest is 100% in cases of normal retirement at age sixty-five, death or total disability.  If a participant’s employment ceases for any other reason, the full value of his or her account is payable to him or her if he has completed at least 1,000 hours or more of vesting service for three plan years.  Forfeited employer contributions are allocated to the accounts of participants based upon compensation.

Payment of Benefits

Distribution of funds as a result of retirement or termination from employment may be made either in a lump sum payment (including CTBI common stock if elected) or payments in cash and/or CTBI common stock made in equal annual installments over a period equal to five years.  Notwithstanding the foregoing, if the vested interest in the ESOP Stock Fund of the Plan exceeds $1,070,000 (as adjusted per Code Section 409(o)), the distribution period may be extended by one year for each $210,000 (as adjusted per Code) or portion thereof that the ESOP Stock Fund  exceeds $1,070,000, up to a maximum of five additional years.

Forfeited Accounts

At December 31, 2015 and 2014, forfeited non-vested accounts totaled $20,550 and $24,940, respectively.  These amounts will be used to reinstate any previously forfeited balances required, if any, with the remainder reallocated to participants in the same manner as employer contributions.

2.  Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Valuation of Investments and Income Recognition

Investments are reported at fair value.  Common stocks and mutual funds are valued at the closing price reported on the active market on which the individual securities are traded.  Dividend income is recorded on the ex-dividend date.  Purchases and sales of securities are recognized on the trade date basis.  Net appreciation/depreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Market Risks and 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 and liabilities and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

The Plan invests in various mutual funds and CTBI common stock.  Investment securities, in general, are exposed to various risks, such as interest rates, credit, and overall market volatility.  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 statement of net assets available for plan benefits.

Administrative Expenses

Administrative expenses of the Plan are paid by the Plan’s Sponsor as provided in the Plan document.

Payment of Benefits

Distributions to participants are recorded by the Plan when payments are made.

3.  Change in Accounting Principle

In 2015, the Plan changed its accounting policy on Plan accounting disclosures by adopting the provisions of ASU 2015-12, Plan Accounting (Topics 960, 962 and 965): Part II: Plan Investment Disclosures.  The accounting policy change provided for in ASU 2015-12 changes the Plan’s disclosure requirements to eliminate and modify certain investment-related disclosures.  This change was applied retrospectively to all periods presented.

4.  Net Assets by Participant and Non-Participant Directed Investments

All CTBI stock is non-participant directed, while the mutual and money market funds are participant directed. Information about the net assets and the significant components of the changes in net assets relating to the participant and non-participant directed investments is as
follows:

   
2015
 
   
Participant Directed Funds
   
Non-Participant Directed Employer Fund
   
Total
 
Additions:
                 
Investment income:
                 
Net depreciation in fair value of investments
 
(27,415
)
 
(1,220,890
)
 
(1,248,305
)
Interest and Dividends
   
15,208
     
933,470
     
948,678
 
Net investment loss
   
(12,207
)
   
(287,420
)
   
(299,627
)
                         
Contributions
   
-
     
1,530,254
     
1,530,254
 
Transfers from non-participant directed funds to participant directed funds
   
124,018
     
-
     
124,018
 
                         
Total additions
   
111,811
     
1,242,834
     
1,354,645
 
                         
Deductions:
                       
Benefits paid to participants
   
(105,799
)
   
(1,897,973
)
   
(2,003,772
)
Transfers from non-participant directed funds to participant directed funds
   
-
     
(124,018
)
   
(124,018
)
                         
Total deductions
   
(105,799
)
   
(2,021,991
)
   
(2,127,790
)
                         
Net increase (decrease)
   
6,012
     
(779,157
)
   
(773,145
)
                         
Net assets available for benefits, beginning of year
 
$
900,132
   
$
27,782,213
   
$
28,682,345
 
                         
Net assets available for benefits, end of year
 
$
906,144
   
$
27,003,056
   
$
27,909,200
 

   
2014
 
   
Participant Directed Funds
   
Non-Participant Directed Employer Fund
   
Total
 
Additions:
                 
Investment income:
                 
Net appreciation (depreciation) in fair value of investments
 
$
41,599
   
(3,328,718
)
 
(3,287,119
)
Interest and Dividends
   
12,835
     
881,186
     
894,021
 
Net investment income (loss)
   
54,434
     
(2,447,532
)
   
(2,393,098
)
                         
Contributions
   
-
     
1,533,014
     
1,533,014
 
Transfers from non-participant directed funds to participant directed funds
   
376,631
     
-
     
376,631
 
                         
Total additions
   
431,065
     
(914,518
)
   
(483,453
)
                         
Deductions:
                       
Benefits paid to participants
   
(139,113
)
   
(1,832,507
)
   
(1,971,620
)
Transfers from non-participant directed funds to participant directed funds
   
-
     
(376,631
)
   
(376,631
)
                         
Total deductions
   
(139,113
)
   
(2,209,138
)
   
(2,348,251
)
                         
Net increase (decrease)
   
291,952
     
(3,123,656
)
   
(2,831,704
)
                         
Net assets available for benefits, beginning of year
 
$
608,180
   
$
30,905,869
   
$
31,514,049
 
                         
Net assets available for benefits, end of year
 
$
900,132
   
$
27,782,213
   
$
28,682,345
 

5.  Federal Income Tax Status

The Plan received a Letter of Determination from the Internal Revenue Service on August 28, 2015, stating the Plan and related trust are in compliance with the applicable requirements of the Internal Revenue Code, and therefore, not subject to tax.  The Plan and related trust are currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. The Plan is no longer subject to U.S. federal, state, and local or non-U.S. income tax examinations by tax authorities for years before 2011.

6.  Plan Termination

Although it has not expressed any intent to do so, CTBI 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 termination, participants will become fully vested in their accounts.

7.  Exempt Party-In-Interest Transactions

Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, any employer whose employees are covered by the Plan, and certain others.  All amounts contributed to the Plan are held by the trustee, CTIC.  Professional fees for the administration and audit of the Plan, investment of assets, and trustee services are paid by CTBI.

The Plan held the following party-in-interest investments (at fair value) at December 31:

   
2015
   
2014
 
CTBI common stock
 
$
26,766,425
   
$
27,556,713
 

8.  Plan Amendment

On January 27, 2014, a restated plan document effective January 1, 2013, was adopted to incorporate all previously adopted amendments into a single plan document in order to request that the IRS issue a determination letter for the Plan.  This revised document did not result in any changes to the Plan.  On August 28, 2015, the IRS issued a Determination for the Plan.  Therefore, Amendment Number One effective January 1, 2013 was adopted on November 2, 2015 outlining that the beneficiary of any participant who dies while performing Qualified Military Service shall be entitled to receive the payment of a benefit equal to the benefit which the Participant would have been entitled had that Participant resumed employment and then thereafter terminated employment due to death.

9.  Terminated Participants

Included in net assets available for benefits are amounts allocated to individuals who have withdrawn from the Plan.  Amounts distributed to these participants after December 31, 2015 and 2014 were approximately $28,131 and $138,325, respectively.

10. Fair Value of Plan Assets

ASC Topic 820, Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability.  In support of this principle, ASC Topic 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.  There have been no significant changes in the valuation techniques during the year ended December 31, 2015.  The Plan had no liabilities measured at fair value on a recurring basis.  In addition, the Plan had no assets or liabilities measured at fair value on a nonrecurring basis.  The fair value hierarchy is as follows:

Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, quoted prices in inactive markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Following are descriptions of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying statement of net assets available for benefits, as well as the general classification of such assets pursuant to the valuation hierarchy.

Investments

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.  Level 1 securities include Community Trust Bancorp, Inc. common stock, mutual funds, and money market funds.  Shares of mutual funds are valued at quoted market prices.  The fair values of Community Trust Bancorp, Inc. common stock are derived from the closing price reported on the NASDAQ Stock Exchange.

The following table presents the fair value measurements of assets recognized in the accompanying statements of net assets available for benefits measured at fair value on a recurring basis and the level within the ASC Topic 820, fair value hierarchy, in which the fair value measurements fall at December 31, 2015 and December 31, 2014:

         
Fair Value Measurements at December 31, 2015 Using
 
   
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
                         
CTBI common stock
 
$
26,766,425
   
$
26,766,425
   
$
0
   
$
0
 
Mutual funds
   
819,539
     
819,539
     
0
     
0
 
Money market funds
   
86,605
     
86,605
     
0
     
0
 
   
$
27,672,569
   
$
27,672,569
   
$
0
   
$
0
 


         
Fair Value Measurements at December 31, 2014 Using
 
   
Fair Value
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
                         
CTBI common stock
 
$
27,556,713
   
$
27,556,713
   
$
0
   
$
0
 
Mutual funds
   
763,654
     
763,654
     
0
     
0
 
Money market funds
   
136,478
     
136,478
     
0
     
0
 
   
$
28,456,845
   
$
28,456,845
   
$
0
   
$
0
 

11. Subsequent Events

Subsequent events have been reviewed through June 24, 2016, which is the date the financial statements were issued.
 
 

 
SUPPLEMENTAL SCHEDULES

Community Trust Bancorp, Inc.
Employee Stock Ownership Plan

Form 5500, Schedule H, Part IV, Line 4i
EIN 61-0979818, Plan #007
Schedule of Assets (Held at Year-End)
December 31, 2015

Identity of Issuer (a) (b)
Description of Investment (c)
 
Cost (d)
   
Current Value (e)
 
               
Mutual Funds
             
Diamond Hill Small Cap Fund
Equity Mutual Fund, 832 units
     
**
 
$
26,012
 
                   
Goldman Sachs Growth Opportunities
Equity Mutual Fund, 2,198 units
     
**
   
51,622
 
                   
Harbor International Fund #11
Equity Mutual Fund, 738 units
     
**
   
43,884
 
                   
Vanguard Growth Index
Equity Mutual Fund, 1,090 units
     
**
   
59,724
 
                   
Vanguard S/C Growth Index Adm
Equity Mutual Fund, 1,246 units
     
**
   
53,256
 
                   
Vanguard Selected Value
Equity Mutual Fund, 1,626 units
     
**
   
42,035
 
                   
Vanguard TG Retirement 2015
Equity Mutual Fund, 1,478 units
     
**
   
21,030
 
                   
Vanguard TG Retirement 2020
Equity Mutual Fund, 4,943 units
     
**
   
134,208
 
                   
Vanguard TG Retirement 2025
Equity Mutual Fund, 1,597 units
     
**
   
24,947
 
                   
Vanguard TG Retirement 2030
Equity Mutual Fund, 1,127 units
     
**
   
31,230
 
                   
Vanguard TGT Retire Income
Equity Mutual Fund, 301 units
     
**
   
3,744
 
                   
Vanguard Windsor II Fund-Adm
Equity Mutual Fund, 2,139 units
     
**
   
127,117
 
                   
Vanguard 500 Index Fund-Adm
Equity Mutual Fund, 527 units
     
**
   
99,285
 
                   
Vanguard Intm Term Corp-Adm
Fixed Bond Fund, 5,679 units
     
**
   
54,744
 
                   
Vanguard Short Term Bond Index
Fixed Bond Fund, 4,478 units
     
**
   
46,701
 
               
819,539
 
Money Market Funds
                 
Goldman Sachs FS Gov’t MM FD #465
Money Market Fund, 86,530 shares
     
**
   
86,530
 
                   
SEI Daily Income Gov’t Fund #36
Money Market Fund, 75 shares
     
**
   
75
 
               
86,605
 
Common Stock
                 
Community Trust Bancorp, Inc.  *
Common Stock, 765,630 shares
 
$
17,191,084
     
26,766,425
 
                   
Total Investments
   
$
17,191,084
   
$
27,672,569
 
                   
*
Indicates a party-in-interest to the Plan.
 
   
**
Cost information is not required for participant- directed investments and, therefore, is not included.
 
 
 

 
Community Trust Bancorp, Inc.
Employee Stock Ownership Plan

Form 5500, Schedule H, Part IV, Line 4j
EIN 61-0979818, Plan #007
Schedule of Reportable Transactions

For the Year Ended December 31, 2015


Identity of Party Involved
and Description of Asset
Purchase Price
Selling Price
 
Number of Transactions
 
Cost of Asset
 
Realized
Loss
 
                   
Series of transactions in excess of 5%
                 
                   
Community Trust Bancorp, Inc. common stock
   
$
856,638
     
14
   
$
902,950
   
$
(46,312
)
                                   
Community Trust Bancorp, Inc. common stock
$
 1,361,430            
26
   
$
1,361,430
         
 
 

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, CTBI has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  COMMUNITY TRUST BANCORP, INC.  
       
Date:  June 24, 2016
By:
/s/ Jean R. Hale  
    Jean R. Hale  
    Chairman, President, and Chief Executive Officer  
       
 
 
/s/ Kevin J. Stumbo  
    Kevin J. Stumbo  
    Executive Vice President, Chief Financial Officer,    
     and Treasurer  
     
 
 
/s/ Howard J. Blackburn, Jr.  
    Howard J. Blackburn, Jr.  
    Senior Vice President/Director of Human Resources  
       
 
 
 
 
 
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Section 2: EX-23.1 (CTBI 2015 FORM 11-K ESOP EXHIBIT 23.1)

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement on Form S-8 (Registration No. 333-208053) of Community Trust Bancorp, Inc. of our report dated June 24, 2016, on our audits of the statements of net assets available for benefits of Community Trust Bancorp, Inc. Employee Stock Ownership Plan as of December 31, 2015 and 2014, and the related statements of changes in net assets available for benefits for the years then ended, which report appears in this Annual Report on Form 11-K of the Community Trust Bancorp, Inc. Employee Stock Ownership Plan for the year ended December 31, 2015.

/s/ BKD, LLP
Louisville, Kentucky
June 24, 2016

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