11-K 1 a14-15836_111k.htm 11-K

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UNITED STATES

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

 

For the fiscal year ended January 1, 2013 to December 31, 2013

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to           

 

Commission File Number, 001-35724

 

WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

(Full title of the Plan)

 

Alteva, Inc.

401 Market Street — First Floor

Philadelphia, PA 19106

(Address of principal executive office)

 

 

(Name of Issuer and address of principal executive office)

 

 

 




Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Retirement Benefits Committee

Warwick Valley Telephone Company 401(k) Plan

 

We have audited the accompanying statements of net assets available for benefits of Warwick Valley Telephone Company 401(k) Plan as of December 31, 2013 and 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits 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 Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our 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 Warwick Valley Telephone Company 401(k) Plan at December 31, 2013 and 2012, and the changes in its net assets available for benefits for the year ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

 

Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2013, and delinquent participant contributions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/Ernst & Young LLP

 

Philadelphia, Pennsylvania

June 23, 2014

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2013 AND 2012

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Investments (at fair value):

 

 

 

 

 

Common/collective trust

 

$

2,373,945

 

$

3,385,679

 

Company stock fund

 

276,386

 

450,519

 

Registered investment companies

 

9,746,966

 

8,194,405

 

 

 

 

 

 

 

Total investments

 

12,397,297

 

12,030,603

 

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Contribution receivable

 

 

 

 

 

Participant

 

11,989

 

13,525

 

Employer

 

6,464

 

7,271

 

 

 

 

 

 

 

Notes receivable from participants

 

302,570

 

374,081

 

 

 

 

 

 

 

Net assets reflecting investments at fair value

 

12,718,320

 

12,425,480

 

 

 

 

 

 

 

Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts

 

(14,369

)

(77,750

)

 

 

 

 

 

 

Net assets available for benefits

 

$

12,703,951

 

$

12,347,730

 

 

See accompanying notes.

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2013

 

ADDITIONS:

 

 

 

Net appreciation in fair value of investments

 

$

1,659,326

 

Interest income on notes receivable from participants

 

14,050

 

Interest and dividends

 

147,601

 

 

 

1,820,977

 

Contributions:

 

 

 

Participant

 

771,988

 

Employer

 

402,110

 

Participant rollovers

 

322,604

 

 

 

1,496,702

 

 

 

 

 

TOTAL ADDITIONS

 

3,317,679

 

 

 

 

 

DEDUCTIONS:

 

 

 

Benefits paid to participants

 

2,930,653

 

Fees and other expenses

 

30,805

 

 

 

 

 

TOTAL DEDUCTIONS

 

2,961,458

 

 

 

 

 

NET INCREASE

 

356,221

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

 

 

Beginning of year

 

12,347,730

 

 

 

 

 

End of year

 

$

12,703,951

 

 

See accompanying notes.

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013

 

1.  DESCRIPTION OF PLAN

 

The following description of the Warwick Valley Telephone Company 401(k) Plan (“Plan”) provides only general information. Alteva, Inc., formerly known as Warwick Valley Telephone Company, (“Company,” “Plan Administrator,” “Plan Sponsor”) is the plan sponsor. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution plan covering all eligible employees of the Company, who have at least 1,000 hours of service during 12 consecutive months and are age 18 or older.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

Each year, participants may contribute up to 100% of pretax or after-tax annual compensation, as defined in the Plan, subject to certain Internal Revenue Service (“IRS”) limitations.  Participants who have attained age 50 before the end of the year are eligible to make catch-up contributions. Participants direct the investment of their contributions into various investment options offered by the Plan.  The Plan currently offers a variety of registered investment companies, a common collective trust, as well as the stock of the Company, as investment options for participants.  For Management Employees, who are considered any employee that is not a member of the International Brotherhood of Electrical Workers Union Local 503 (“IBEW”), the Company matches 100% of the participants’ contributions, up to 4.5% of annual pay. The Plan permits eligible participants, as defined in the Plan, to roll over cash or other property acceptable to the Plan Administrator from another qualified plan in addition to making qualified voluntary participant contributions.

 

For members of the IBEW, the Company’s matching contribution for participants in the Plan is 100% of the participants’ contributions of up to 4% of annual pay.  The Plan also includes a stipulation that if the Company reaches positive Operating Income as measured by Earnings Before Interest and Taxes, the match for the union employees will increase to 100% of the participants’ contributions up to 4.5% of annual pay in the subsequent year of the contract.  This Operating Income target was not achieved for the Plan year ended December 31, 2013.

 

Plan Amendment

 

Effective January 1, 2013, Warwick Valley Telephone Restructuring Company, LLC became a participating employer in the Plan.

 

Participant Accounts

 

Each participant’s account is updated daily to reflect participant and Company activity (contributions, fund transfers, loan repayments, loans and/or withdrawals) and the earnings or losses of the Plan assets in the account. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Vesting

 

Participant accounts are fully vested and non-forfeitable at all times.

 

Notes Receivable from Participants

 

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever is less.  A participant may not have more than one loan outstanding at any point in time. The loans are secured by the balance in the participant’s account and bear interest at prime plus 1%, with prime being the rate published on the first business day of the month in which the loan is requested.  Interest rates on loans outstanding at December 31, 2013 and 2012 ranged from 4.25% to 9.25%.  The interest rate does not change for the duration of the loan.  Principal and interest is paid ratably through weekly payroll deductions over a period not to exceed five years unless the loan is for the purchase of a primary residence for which a longer term is permitted.

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

Payment of Benefits

 

On termination of service due to disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or equal periodic payments.  For termination of service due to death, a participant’s beneficiary may elect to receive the value of the vested interest in the participant’s account as a lump-sum distribution.

 

If a participant has any portion of his or her account invested in Alteva Stock, he or she may take the stock as an “in-kind” distribution or take the stock as cash.  “In-kind” distribution means the participant will receive a stock certificate for the whole shares in his or her account.  Fractional shares will be paid in cash.  If the participant wishes to take the stock portion of his or her account as a cash distribution, the Company will buy the stock at the bid price on the day the withdrawal is processed.

 

Withdrawals

 

Participants may make withdrawals, subject to federal income taxes, under the hardship provisions of the Plan while still employed by the Company. Hardship withdrawals require a suspension from contributions to the Plan for a period of six months after receipt of the distribution.

 

Company Stock Fund

 

For the year ended December 31, 2013, participants were allowed to allocate their contributions to the investment options available in any manner they chose, including the Company Stock Fund.  In 2014, the Company’s Retirement Benefits Committee modified contribution terms, whereby a participant can direct up to a maximum of 10 percent of his or her contributions into the Company Stock Fund.  If a participant directs more than 10 percent of his or her contributions for such payroll period into the Company Stock Fund, the excess percentage will be invested in the applicable lifecycle fund based on the participant’s age.  In addition, a participant may not transfer amounts from other investment funds into the Company Stock Fund, however, a participant is allowed to transfer funds out of the Company Stock Fund into another available investment option.

 

Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account and is notified by the Company prior to the time that such rights may be exercised. The trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The trustee votes any unallocated shares in the same proportion as those shares that were allocated, unless the Retirement Benefits Committee directs the trustee otherwise. Participants have the same voting rights in the event of a tender or exchange offer.

 

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The accompanying financial statements of the Plan have been prepared on the accrual method of accounting.  Contributions due from the Company are recorded on the accrual basis and are remitted weekly. Benefits are recorded when paid.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrator to make estimates that affect certain reported amounts and disclosures.  Accordingly, actual results may differ from those estimates.

 

Risks and Uncertainties

 

The Plan provides participants with various investment options: registered investment companies, a common collective trust, as well as the stock of Alteva, Inc.  All investment securities are exposed to some type of risk, including, but not limited to, exposure to changes in interest rates, market fluctuations, economic conditions, and currency devaluation.  Due to the level of risk associated with certain investment securities, it is possible that changes in near term risk factors could materially affect

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

 

Notes Receivable from Participants

 

Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest.  Interest income from notes receivable is recorded when earned.  No allowance for credit losses is deemed necessary by the Plan’s management as principal and interest are repaid through payroll deductions and the notes are collateralized by the participants’ account balances.  A note receivable is considered to be in default after 90 days of non-payment, at which point the defaulted note receivable is considered to be a distribution to the participant and the note would be removed from the Plan’s assets.

 

Investment Valuation and Income Recognition

 

The Plan’s investments are stated at fair value.  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 5 for further discussion and disclosures related to fair value measurements.

 

Purchases and sales of securities are recorded on a trade-date basis.  Dividends are recorded on the ex-dividend date.  Interest and dividends include distributions from the investments in registered investment companies and dividends from the Company stock.  Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

 

The Plan invests in investment contracts through a common collective trust (Principal Stable Value Fund) (the “Stable Value Fund”).  The Stable Value Fund invests in fully benefit-responsive investment contracts. The Stable Value Fund is recorded at fair value; however, contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.  The contract value represents contributions plus earnings, less participant withdrawals and administrative expenses. The statements of net assets available for benefits present the fair value of the investment in the Stable Value Fund as well as the adjustment from fair value to contract value.

 

Plan Expenses

 

Expenses related to the administration of the Plan have been paid by the Company and the Plan, as provided by the Plan’s provisions.  The Plan incurred costs for investment advisory and administrative services which amounted to $30,805.  Brokers’ fees are reflected in the net investment return in each participant’s account.

 

Uncertain Tax Positions

 

Under U.S. generally accepted accounting principles, Plan management is required to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more-likely-than-not would not be sustained upon examination by the applicable taxing authorities.  The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.  The Plan administrator believes it is no longer subject to income tax examinations for the years prior to 2010.

 

The Plan classifies accrued interest on unrecognized tax benefits with interest expense.  Penalties accrued on unrecognized tax benefits are classified with fees and other expenses.  During 2013, the Plan did not recognize any interest or penalties.

 

New Accounting Pronouncements

 

There were no new accounting pronouncements adopted during the year ended December 31, 2013.

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

3.  INVESTMENTS

 

The fair value of investments at December 31, 2013 and 2012 are as follows:

 

 

 

As of December 31,

 

 

 

2013

 

2012

 

Alteva, Inc. Common Stock

 

$

276,386

 

$

450,519

 

Principal Stable Value Fund - Preferred Class **

 

2,373,945

*

3,385,679

*

PIMCO Total Return A Fund

 

624,006

 

1,023,750

*

Principal LifeTime Strategic Income R5 Fund

 

228,827

 

340,152

 

Principal LifeTime 2010 R5 Fund

 

10,296

 

73,863

 

Principal LifeTime 2015 R5 Fund

 

265,459

 

216,584

 

Principal LifeTime 2020 R5 Fund

 

594,106

 

495,357

 

Principal LifeTime 2025 R5 Fund

 

885,670

*

692,589

*

Principal LifeTime 2030 R5 Fund

 

713,851

*

471,812

 

Principal LifeTime 2035 R5 Fund

 

402,077

 

430,432

 

Principal LifeTime 2040 R5 Fund

 

732,676

*

519,037

 

Principal LifeTime 2045 R5 Fund

 

128,230

 

90,442

 

Principal LifeTime 2050 R5 Fund

 

318,034

 

209,835

 

Principal LifeTime 2055 R5 Fund

 

30,962

 

21,480

 

Capital Research & Mgmt Co AM Fds Grth Fd of Am R5 Fund

 

982,950

*

650,476

*

JP Morgan Investment Mgmt Inc. Large Cap Gr Sel Fund

 

130,041

 

53,861

 

JP Morgan Investment Mgmt Inc. US Equity A Fund

 

962,015

*

716,505

*

Principal LargeCap S&P 500 Index Fund

 

350,962

 

295,563

 

Putnam Investment Mgmt Co Equity Income A Fund

 

349,069

 

246,251

 

Columbia Management Advisors Small Cap Val 1 A Fd

 

84,861

 

56,380

 

Goldman Sachs Gr Opp A Fund

 

147,861

 

87,818

 

Principal Global Investors MidCap S&P 400 Index R5 Fund

 

302,141

 

209,145

 

Principal Global Investors SmallCap S&P 600 Index R5 Fund

 

589,315

 

566,128

 

Prudential Investments Jenn Sm Co A Fund

 

131,581

 

85,819

 

T. Rowe Price Mid-Cap Value R Fd

 

135,929

 

71,387

 

Capital Research and Mgmt Co AM Fds EuroPacific Grth R5 Fd

 

646,047

*

569,739

 

TOTAL INVESTMENTS

 

$

12,397,297

 

$

12,030,603

 

 


* Individual investments representing 5% or more of the Plan’s net assets available for benefits.

 

** The contract value for the Principal Stable Value Fund was $2,359,576 and $3,307,929 at December 31, 2013 and 2012, respectively.

 

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value during the year ending December 31, 2013 as follows:

 

Common/collective trust

 

$

29,079

 

Registered investment companies

 

1,712,662

 

Company common stock

 

(82,415

)

 

 

$

1,659,326

 

 

The Plan held investments at December 31, 2013 and 2012 in the Plan Sponsor common stock amounting to $276,386 and $450,519, respectively.  This investment represented 2.2% and 3.7% of total investments at December 31, 2013 and 2012, respectively.

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

4.  DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500

 

The following is a reconciliation of net assets available for plan benefits per financial statements and Form 5500:

 

 

 

As of December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Net assets available for benefits per financial statements

 

$

12,703,951

 

$

12,347,730

 

Adjustments from fair value to contract value for fully benefit-responsive investment contracts

 

14,369

 

77,750

 

Net assets available for benefits per Form 5500

 

$

12,718,320

 

$

12,425,480

 

 

The following is a reconciliation of changes in net assets available for benefits per financial statements and Form 5500:

 

 

 

Year Ended

 

 

 

December 31, 2013

 

 

 

 

 

Increase in net assets available for benefits per financial statements

 

$

356,221

 

Change in adjustments from fair value to contract value for fully benefit-responsive investment contracts

 

(63,381

)

Increase in net assets available for benefits per Form 5500

 

$

292,840

 

 

5.  FAIR VALUE MEASUREMENTS

 

The Plan measures and discloses fair values in accordance with the provisions of ASC 820, Fair Value Measurements and Disclosures. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are described below:

 

Level 1 — Unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.  Such inputs include quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 — Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The following is a description of the valuation techniques and inputs used for each major class of the Plan’s assets measured at fair value.  There have been no changes in the valuation techniques and inputs used for periods presented in these financial statements.

 

Registered investment companies:  Valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end.

 

Common collective trust: Valued at net asset value per share which is determined by dividing the fund’s net assets at fair value by its units outstanding at the valuation date. The objective of the Stable Value Fund is to provide preservation of capital, relatively stable returns consistent with its comparatively low-risk profile, and liquidity for benefit-responsive payments. The Stable Value Fund invests primarily in a variety of high-quality stable value investment contracts, as well as cash and cash equivalents.  It is intended that the fund’s stable value investment contracts will maintain a minimum weighted-average credit

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

quality rating of A or better.  Participant-directed redemptions have no restrictions; however, the Plan is required to provide a one-year redemption notice to liquidate its entire share in the fund.

 

Alteva Stock: Shares of the Company stock are valued at quoted market prices as traded on the NYSE MKT.

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31:

 

 

 

 

 

Fair Value Measurements at December 31, 2013

 

Investments:

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Company stock

 

$

276,386

 

$

276,386

 

$

 

$

 

Common/collective trust

 

2,373,945

 

 

2,373,945

 

 

Registered investment companies:

 

 

 

 

 

 

 

 

 

Asset allocation funds

 

4,310,188

 

4,310,188

 

 

 

Large cap funds

 

2,424,075

 

2,424,075

 

 

 

Mid cap funds

 

438,070

 

438,070

 

 

 

Small cap funds

 

953,618

 

953,618

 

 

 

International funds

 

646,047

 

646,047

 

 

 

Index funds

 

350,962

 

350,962

 

 

 

Bond fund

 

624,006

 

624,006

 

 

 

 

 

$

12,397,297

 

$

10,023,352

 

$

2,373,945

 

$

 

 

 

 

 

 

Fair Value Measurements at December 31, 2012

 

Investments:

 

Total

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Company stock

 

$

450,519

 

$

450,519

 

$

 

$

 

Common/collective trust

 

3,385,679

 

 

3,385,679

 

 

Registered investment companies:

 

 

 

 

 

 

 

 

 

Asset allocation funds

 

3,561,583

 

3,561,583

 

 

 

Large cap funds

 

1,667,093

 

1,667,093

 

 

 

Mid cap funds

 

280,532

 

280,532

 

 

 

Small cap funds

 

796,145

 

796,145

 

 

 

International funds

 

569,739

 

569,739

 

 

 

Index funds

 

295,563

 

295,563

 

 

 

Bond fund

 

1,023,750

 

1,023,750

 

 

 

 

 

$

12,030,603

 

$

8,644,924

 

$

3,385,679

 

$

 

 

6. FEDERAL INCOME TAX STATUS

 

The IRS has determined and informed the Company by a letter dated March 19, 2002 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“Code”) and, therefore, the related trust is tax-exempt. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan administrator has indicated that the Company will take the necessary steps to bring the Plan’s operations into compliance with the Code.

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

NOTES TO FINANCIAL STATEMENTS

 

7.  PLAN 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, participants will continue to have a non-forfeitable interest in their Plan accounts.

 

8.  PARTY-IN-INTEREST TRANSACTIONS

 

Certain expenses of administration and servicing of the Plan, including payroll-related expenses of administrative and clerical personnel, consulting, audit, and fees of the trustee are paid by the Company without charge to the Plan.  The Plan has certain investments that qualify as party-in-interest investments.  These consist of the Plan’s investments in the Alteva, Inc. Common Stock and the Principal Funds, as The Principal Trust Company is the trustee for the Plan.

 

9.  SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events occurring after the net assets available for benefits date.  Based on this evaluation, the Company has determined that no subsequent events, except for the matter discussed below, have occurred which require disclosure in the financial statements.

 

On April 2, 2014, the Company gave notice to the Principal Trust Company to terminate them as trustee and record-keeper for the Plan, with an effective date of June 30, 2014. Effective July 1, 2014, Wells Fargo will assume the responsibility of the trustee and record-keeper for the Plan.

 

In June 2014, the Company amended and restated the Plan with an effective date of July 1, 2014.  The amended and restated plan is now known as the Alteva, Inc. 401(k) Plan (“Alteva Plan”) and includes an auto deferral provision whereby for any employee hired on or after July 1, 2014, the Company will automatically withhold 3% of the employee’s compensation and contribute it to the Alteva Plan as a pre-tax 401(k) deferral unless the employee makes a contrary election.

 

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WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

Plan No. 006   EIN NO. 14-1160510

 

SCHEDULE H, LINE 4a — SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

 

YEAR ENDED DECEMBER 31, 2013

 

Participant
Contributions
Transferred
Late to Plan

 

Total that Constitute Nonexempt Prohibited Transactions

 

 

 

Check here
if Late
Participant
Loan
Repayments
are included: 
o

 

Contributions
Not Corrected

 

Contributions
Corrected
Outside

VFCP

 

Contributions
Pending

Correction in
VFCP

 

Total Fully
Corrected
Under VFCP
and PTE
2002–51

 

 

 

 

 

 

 

 

 

 

 

$

200

 

$

200

(1)

 

 

 

 

 

 

 


(1)         Represents delinquent participant contributions for one pay period in April 2012. The Company transmitted lost earnings to the Plan and filed Form 5330, Return of Excise Taxes Related to Employee Benefit Plans, during February 2013.

 

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Table of Contents

 

WARWICK VALLEY TELEPHONE COMPANY 401(k) PLAN

Plan No. 006     EIN NO. 14-1160510

 

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

 

DECEMBER 31, 2013

 

(a)

 

(b) Identity of Issue, borrower, lessor or similar party

 

(c) Description of investment
including maturity date, rate of
interest, collateral, par, or maturity
value

 

(d) Cost

 

(e) Current
Value

 

 

 

 

 

 

 

 

 

*

 

Alteva, Inc.

 

Common Stock

 

**

 

$

 276,386

 

 

PIMCO Total Return A Fund

 

Registered Investment Company

 

**

 

624,006

*

 

Principal LifeTime Strategic Income R5 Fund

 

Registered Investment Company

 

**

 

228,827

*

 

Principal LifeTime 2010 R5 Fund

 

Registered Investment Company

 

**

 

10,296

*

 

Principal LifeTime 2015 R5 Fund

 

Registered Investment Company

 

**

 

265,459

*

 

Principal LifeTime 2020 R5 Fund

 

Registered Investment Company

 

**

 

594,106

*

 

Principal LifeTime 2025 R5 Fund

 

Registered Investment Company

 

**

 

885,670

*

 

Principal LifeTime 2030 R5 Fund

 

Registered Investment Company

 

**

 

713,851

*

 

Principal LifeTime 2035 R5 Fund

 

Registered Investment Company

 

**

 

402,077

*

 

Principal LifeTime 2040 R5 Fund

 

Registered Investment Company

 

**

 

732,676

*

 

Principal LifeTime 2045 R5 Fund

 

Registered Investment Company

 

**

 

128,230

*

 

Principal LifeTime 2050 R5 Fund

 

Registered Investment Company

 

**

 

318,034

*

 

Principal LifeTime 2055 R5 Fund

 

Registered Investment Company

 

**

 

30,962

 

 

Capital Research & Mgmt Co AM Fds Grth Fd of Am R5 Fund

 

Registered Investment Company

 

**

 

982,950

 

 

JP Morgan Investment Mgmt Inc. Large Cap Gr Sel Fund

 

Registered Investment Company

 

**

 

130,041

 

 

JP Morgan Investment Mgmt Inc. US Equity A Fund

 

Registered Investment Company

 

**

 

962,015

*

 

Principal LargeCap S&P 500 Index R5 Fund

 

Registered Investment Company

 

**

 

350,962

 

 

Putnam Investment Mgmt Co Equity Income A Fund

 

Registered Investment Company

 

**

 

349,069

 

 

Columbia Management Advisors Small Cap Val 1 A Fd

 

Registered Investment Company

 

**

 

84,861

 

 

Goldman Sachs Gr Opp A Fund

 

Registered Investment Company

 

**

 

147,861

*

 

Principal Global Investors MidCap S&P 400 Index R5 Fund

 

Registered Investment Company

 

**

 

302,141

*

 

Principal Global Investors SmallCap S&P 600 Index R5 Fund

 

Registered Investment Company

 

**

 

589,315

 

 

Prudential Investments Jenn Sm Co A Fund

 

Registered Investment Company

 

**

 

131,581

 

 

T. Rowe Price Mid-Cap Value R Fd

 

Registered Investment Company

 

**

 

135,929

 

 

Capital Research and Mgmt Co AM Fds EuroPacific Grth R5 Fd

 

Registered Investment Company

 

**

 

646,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,023,352

 

 

 

 

 

 

 

 

 

*

 

Principal Stable Value Fund - Preferred Class

 

Common/Collective Trust

 

**

 

2,373,945

 

 

 

 

 

 

 

 

 

*

 

Participant loans

 

Rates ranging from 4.25%-9.25% with maturity dates from 2014-2022

 

 

 

302,570

 

 

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS

 

 

 

 

 

$

 12,699,867

 


* Denotes party-in-interest

** Cost not required for participant-directed investments

 

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Table of Contents

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Alteva, Inc., the Plan Sponsor, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Warwick Valley Telephone Company 401(k) Plan

 

 

 

By:

/s/ Jennifer Brown

 

Executive Vice President and Chief Administrative Officer

 

Alteva, Inc.

 

 

 

Date: June 23, 2014

 

 

13