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Home My WebLink About05-13-14 (2) 1505610143 REV-1500 Ex(D2-"' " erns Ivania OFFICIAL USE ONLY PA Department of Revenue P y County Code Year File Number Bureau of Individual Taxes DEPARTMENT ar REVENUE PO BOX.280601 INHERITANCE TAX RETURN 21 13 0907 Harrisburg, PA 17128-0601 RESIDENT DECEDENT ENTER DECEDENT INFORMATION BELOW 08 13 2013 03 04 1965 Decedent's Last Name Suffix Decedent's First Name MI EDWARDS JR. DONALD J (If Applicable)Enter Surviving Spouse's Information Below Spouse's Last Name Suffix Spouse's First Name MI EDWARDS TERESA Spouse's Social Security Number THIS RETURN MUST BE FILED IN DUPLICATE WITH THE REGISTER OF WILLS FILL IN APPROPRIATE OVALS BELOW X❑ 1. Original Return ❑ 2. Supplemental Return ❑ 3, Remainder Return(Date of Death Prior to 12-13-82) ❑ 4, Limited Estate ❑ 4a Future Interest Compromise S. Federal Estate Tax Return Required (date ofgdeath after 12-12E2) ❑ B De-dent Attach C Died Testate 7. (Attach CoMaintained t a Living Trust B. Total Number of Safe Deposit Boxes (Attach Copy of wilt ) ❑ 9. Litigation Proceeds Received 10.peN een i2v3� Cre tlitf(Da95�f Death 11 Election to tax under Sec.9113(A) (Attach Schedule O) CORRESPONDENT-THIS SECTION MUST BE COMPLETED.ALL CORRESPONDENCE AND CONFIDENTIAL TAX INFORMATION SHOULD BE DIRECTED TO: Name Daytime Telephone Number MICHAEL L BANGS 717 730 7310 3D ,�1 REGISTER �51LLS USgNLY,-- �+C' First Line of Address 429 SOUTH 18TH STREET 7�7aa� -1 Second Line of Address � ,— X, —r1 n C1 AT City or Post Office State ZIP Code D LED CAMP HILL PA 17011 Correspondent's e-mail address: mikebangso@yerizon.net Under penalties of perjury,I declare that I have examined this return,including accompanying schedules and statements,and to the best of my knowledge and belief, it is true,correct and complete.Declaration of preparer other than the personal representative Is based on all information of which preparer has any knowledge. SIGNA OF PERSON RES SIBLE FOR FILL �+AT a�DATE ��{ Teresa Edwards / /y Do ss 227 North 24th Street, Camp Hill, PA 17011 gi=SI ATURE OF PREPARER OTHER T REPRESENTATIVE DATE z Michael L. Bangs ADDRESS 429 South 18th Street, Camp Hill, PA 17011 Side 1 1505610143 1505610143 1505610243 REV-1500 EX RECAPITULATION 1. Real Estate(Schedule A)....................................................................................... 1. 2. Stocks and Bonds(Schedule B)............................................................................. 2. 3. Closely Held Corporation,Partnership or Sole-Proprietorship(Schedule C)......... 3. 292 , 614 . 00 4. -Mortgages&Notes Receivable(Schedule D)........................................................ 4. 5. Cash,Bank Deposits&Miscellaneous Personal Property(Schedule E)............... 5. 33 , 400 . 00 6. Jointly Owned Property(Schedule F) ❑ Separate Billing Requested............ 6. 7. Inter-Vivos Transfers&Miscellaneous Koq-Probate Property (Schedule G) U Separate Billing Requested............ 7. 8. Total Gross Assets (total Lines 1 through 7)........................................................ 8. 326, 014 . 00 9. Funeral Expenses and Administrative Costs(Schedule H).................................... 9. 11 , 305 . 00 10. Debts of Decedent,Mortgage Liabilities and Liens(Schedule 1)......................:..... 10. 14 , 849. 96 11. Total Deductions(total Lines 9 and 10)................................................................ 11. 26, 154 . 96 12. Net Value of Estate(Line 8 minus Line 11).......................................................... 12. 299, 859. 04 13. Charitable and Governmental Bequests/Sec 9113 Trusts for which an election to tax has not been made(Schedule J)............................................... 13. 14. Net Value Subject to Tax(Line 12 minus Line 13)............................................... 14. 299, 859. 04 TAX COMPUTATION-SEE INSTRUCTIONS FOR APPLICABLE RATES 15. Amount of Line 14 taxable at the spousal tax rate,or transfers under Sec.9116 (a)(1.2)X.00 299 $59 . 04 15. 0 . 00 16. Amount of Line 14 taxable 0 . 00 t6. 0 . 00 at lineal rate X .045 17. Amount of Line 14 taxable at sibling rate X.12 0 . 00 17. 0 . 00 18. Amount of Line 14 taxable at collateral rate X.15 0 . 00 i8. 0 . 00 19. TAX DUE................................................................................................................ 19. 0 . 00 20. FILL IN THE OVAL IF YOU ARE REQUESTING A REFUND OF AN OVERPAYMENT. El r Side 2 1505610243 1505610243 Rev-1504 Ex+(6-98) SCHEDULE C CLOSELY-HELD CORPORATION, PARTNERSHIP OR COMMONWEALTHOF PENNSYLVANIA SOLE-PROPRIETORSHIP INHERITANCE TAX RETURN RESIDENT DECEDENT ESTATE OF FILE NUMBER Edwards, Donald J Jr. 21-13-0907 Schedule C-1 or C-2(Including all supporting information)must be attached for each closely-held corporation/partnership interest of the decedent,other than a sole-proprietorship.See instructions for the supporting information to be submitted for sole-proprietorships. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 SEWARDD, LLC -Decedent was the owner of a thirty-five(35%) percent interest in the 6,614.00 limited liability company along with his wife and children at the time of his death. Decedent started the company in 2010 and intended to use it as a vehicle to make various investments, including real estate, over time for the benefit of his children. The company operated solely at the time of decedent's death as a mechanism to receive insurance commissions from referrals from a group of realtors who defendant had established a relationship with which he hoped to expand over time. Unfortunately, his death derailed those plans so partnership really never progressed and value is based solely on K-1 earnings attached. 2 Stone and Edwards Insurance Agency, Inc. -Decedent was the sole shareholder of Stone 286,000.00 and Edwards Insurance Agency, Inc. All shares passed to his spouse pursuant to the terms of the Will. The accountant who regularly represents the business has performed a valuation which is attached evidencing the value of the corporation to be$286,000.00. TOTAL(Also enter on Line 3, Recapitulation) 292,614.00 (If more space is needed,additional pages of the same size) Copyright(c)2002 form software only The Lackner Group,Inc. Form PA-1500 Schedule C(Rev.6-98) REV-1505 EX+(11-11) pennsylvania SCHEDULE C-1 �..' DEPARTMENT OF REVENUE CLOSELY-HELD CORPORATE INHERRANCE TAX RETURN STOCK INFORMATION REPORT RESIDENT DECEDENT ESTATE OF FILE NUMBER Donald J.Edwards,Jr. 21-13-0907 1. Name of Corporation Stone&Edwards Insurance Agency,Inc. State of Incorporation PA Address 1714 Market Street Date of Incorporation 09/18/81 City Camp Hill State PA ZIP Code 17011 Total Number of Shareholders 1 2. Federal Employer ID Number 23-2179092 Business Reporting Year 1 -3o 3. Type of Business Insurance Agency Product/Service Insurance Products 4. TYPE TOTAL NUMBER OF NUMBER OF SHARES VALUE OF THE STOCK Voting/Non-Voting SHARES OUTSTANDING PAR VALUE OWNED BY THE DECEDENT DECEDENT'S STOCK Common 'See valuation $ Preferred $ Provide all rights and restrictions pretaining to each class of stock. 5. Was the decedent employed by the corporation? .. . . . .. .. ... .. .. . .... . .. .. . .. . .. . . ®Yes ❑ No If yes,Position President Annual Salary $_51048_Time Devoted to Business 100% 6. Was the corporation indebted to the decedent? . . . .. . .. .. .. . .. .. .. . .. . .. .. . .. . .. . . ❑Yes IN No If yes,provide amount of indebtedness$ 7. Was there file insurance payable to the corporation upon the death of the decedent? .. . .. ❑Yes N No If yes.Cash Surrender Value$ Net proceeds payable$ Owner of the policy 8. Did the decedent sell or transfer stock in this company within one year prior to death or within two years if the date of death was prior to 12-31-82? O Yes ONO If yes, ❑Transfer ❑Sale Number of Shares Transferee or Purchaser Consideration$ Date Attach a separate sheet for additional transfers and/or sales. 9. Was there a written shareholder's agreement in effect at the time of the decedent's death? ....13 Yes ® No If yes,provide a copy of the agreement. 10.Was the decedent's stock sold? ..................................................... ❑Yes ® No If yes,provide a copy of the agreement of safe,etc. 11. Was the corporation dissolved or liquidated after the decedent's death? .................... ❑ Yes N No If yes,provide a breakdown of distributions received by the estate,including dates and amounts received. 12.Did the corporation have an interest in other corporations or partnerships? . . . . .. . .. . .. . ❑ Yes ® No If yes, report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest. THE FOLLOWING INFORMATION A. Detailed calculations used in the valuation of the decedent's stock. B. Complete copies of financial statements or federal corporate income tax returns(Form 1120)for the year of death and four preceding years. C. If the corporation owned real estate,submit a list showing the complete addresses and estimated fair market value/s.If real estate appraisals have been secured,attach copies. D. List of principal stockholders at the date of death,number of shares held and their relationships to the decedent. E. List of officers,their salaries,bonuses and any other benefits received from the corporation. F. Statement of dividends paid each year.List those declared and unpaid. G. Any other information relating to the valuation of the decedent's stock. (If more space is needed,insert additional sheets of the same size.) DENK & ASSOCIATES, PC Certified Public Accoioitaiits 4755 Linglestown Road,Suite 207 Harrisburg,PA 17112 Tel(7 17)652-4952 MEMBER OF THE AMERICAN AND PENNSYLVANIA INSTITUTES OF GREGORY H.DEhIK,CPA 1'ax.(717)652-2897 CERTIFIED PUBLIC ACCOUNTANTS May 8,2014 To the Shareholder Stone & Edwards Insurance Agency, Inc. Camp Hill, PA 17110 We have been requested to estimate the value of Stone & Edwards Insurance Agency, Inc. as of September 30, 2013. We have prepared this estimate of value on the presumption that value is equivalent to "fair market value" and that "fair market value" is that price at which a willing buyer will buy and a willing seller will sell an item of property, in an arms-length transaction with neither one being under any compulsion to buy or sell, and with both having reasonable knowledge of all relevant facts. Therefore, we do not represent that our estimate of the common stock value would be the amount ultimately so determined in actual bargaining or litigation. Based on the information contained in the following narrative report, in our opinion, the fair market value of Stone& Edwards Insurance Agency, Inc.,as of September 30,2013 is$286,000 . Our Opinion of value is subject to the assumptions and limiting conditions set forth in this report. Sincerely, Denk&Associates, PC Gregory H. Denk, CPA David L. Maaskant, MBA 1 STONE & EDWARDS INSURANCE AGENCY, INC. VALUATION REPORT SEPTEMBER 30, 2013 Assumptions and Limiting Conditions a. The conclusion of value arrived at herein is valid only for the stated purpose as of the valuation date. b. Financial statements and other related information provided by Stone& Edwards Insurance Agency, Inc. in the course of this engagement have been accepted, without any verification, as fully correct reflecting the enterprise's business conditions and operating results for the respective periods, except as specifically noted herein. c. The conclusion of value arrived at herein is based on the assumption that the current level of management expertise and effectiveness would continue to be maintained and that the character and integrity of the enterprise through any sale, reorganization, exchange, or diminution of the owners' participation would be materially or significantly changed. d. This report and the conclusion of value arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein. Furthermore,the report and conclusion of value are not intended by the author, and should not be construed by the reader, to be investment advice in any manner whatsoever. The conclusion of value represents the considered opinion of Denk & Associates, PC, based on information furnished by Stone&Edwards Insurance Agency, Inc. e. Neither all nor any part of the contents of this report should be disseminated to the public through advertising media, public relations, news media, sales media, mail, direct transmittal, or any other means of communication,without prior written approval of Denk&Associates, PC. f. Public information and industry and statistical information have been obtained from sources we believe to be reliable. However, we make no representation as to the accuracy or completeness of such information and have performed no procedures to corroborate the information. g. We do not provide assurance on the achievability of the results forecasted by Stone & Edwards Insurance Agency, Inc. because events and circumstances frequently do not occur as expected; differences between actual and expected results may be material; and achievement of the forecasted results is dependent on actions, plans, and assumptions of management. h. Future services regarding the subject matter of this report, including, but not limited to testimony or attendance in court, shall not be required of Denk & Associates, PC unless previous arrangements have been made in writing. L Denk & Associates, PC is not an environmental consultant or auditor, and it takes no responsibility for any actual or potential environmental liabilities. Any person entitled to rely on this report, wishing to know whether such liabilities exist, or the scope and their effect on the value of the property, is encouraged to obtain a professional environmental assessment. Denk & Associates, PC does not conduct or provide environmental assessments and has not performed one for the subject property. j. Denk & Associates, PC has not determined independently whether Stone & Edwards Insurance Agency, Inc. is subject to neither any present or future liability relating to environmental matters (including, but not limited to CERCLA/Superfund liability) nor the scope of any such liabilities. Denk &Associates, PC's valuation takes no such liabilities into account. DENK&ASSOCIATES, PC 2 Certified Public Accountants STONE & EDWARDS INSURANCE AGENCY, INC. VALUATION REPORT SEPTEMBER 30,2013 Assumptions and Limiting Conditions Continued k. Denk&Associates, PC has not made a specific compliance survey or analysis of the subject property to determine whether it is subject to, or in compliance with, the American Disabilities Act of 1990, and this valuation does not consider the effect, if any,of noncompliance. I. No change of any item in this appraisal report shall be made by anyone other than Denk & Associates,PC,and we shall have no responsibility for any such unauthorized change. m. Unless otherwise stated, no effort has been made to determine the possible effect, if any, on the subject business due to future Federal, state, or local legislation, including any environmental or economic matters or interpretations thereof. n. If prospective financial information approved by management has been used in our work, we have not examined, reviewed or compiled the prospective financial information and therefore, do not express an audit opinion or any other form of assurance on the prospective financial information or the related assumptions. Events and circumstances frequently do not occur as expected and there will usually be differences between prospective financial Information and actual results, and those differences may be material. o. We have conducted interviews with the current management of Stone &Edwards Insurance Agency, Inc. concerning the past, present, and prospective operating results of the company. Except as noted, we have relied on the representations of the owners, management, and other third parties concerning the value and useful condition of all equipment, real estate, investments used in the business, and any other assets or liabilities, except as specifically stated to the contrary in this report. We have not attempted to confirm whether or not all assets of the business are free and clear of liens and encumbrances or that the entity has good title to all assets. DENK &ASSOCIATES, PC 3 Certified Public Accountants STONE &EDWARDS INSURANCE AGENCY, INC. VALUATION REPORT SEPTEMBER 30, 2013 The Company Stone & Edwards Insurance Agency, Inc. was originally formed in 1981. The Company is an independent insurance agency which deals with commercial and personal lines for customers primarily in the South Central Pennsylvania area. The Company sells directly to consumers in the local area. The local economy is strong, attracting new businesses and residents to the area. Management has indicated they are continuing to advertise and attract new clients. There are approximately three companies in the local market, of similar size and composition,which compete with the Company. In addition, there are several publicly traded insurance brokers that have local and regional offices that offer similar insurance products. Competitive advantages include an offering of insurance products from multiple insurance carriers. This allows the company to shop around for the best product at the best price for its clientele, rather than being restricted to a single carriers options. Stone & Edwards Insurance Agency, Inc.'s has an extensive and diverse client base. This indicates that the Company does not have a concentrated customer base, and the loss of a large customer would not have a significant effect on its bottom line. The Company is managed by Teresa Edwards,who owns 100 percent of the Company. Teresa Edwards is in good health and has 14 years of industry experience. DENK&ASSOCIATES, PC 4 Certified Public Accountants STONE&EDWARDS INSURNACE AGENCY, INC. VALUATION REPORT SEPTEMBER 30, 2013 Revenue Ruling 59-60 This appraisal was also performed in a manner consistent with the guidelines set forth in U.S. Internal Revenue Ruling 59-60 C.B. 1959-1, 237,which generally outline the valuation of closely held stocks. Our appraisal of the Company as of September 30,2013 is in accordance with the above definition. Basis of Accounting Stone & Edwards Insurance Agency Inc.'s financial statements are prepared under the accrual basis of accounting, which means that income is recognized as it is billed and expenses are recognized as they are incurred. DENK&ASSOCIATES, PC 5 Certified Public Accountants STONE & EDWARDS INSURANCE AGENCY, INC. VALUATION REPORT SEPTEMBER 30,2013 Income Approach—Capitalized Excess Earnings Method The capitalized excess earnings method determines the business value by summing the net tangible value of the business assets with the capitalized value of the excess earnings. The steps involved in using the capitalized earnings method are as follows: 1. Determine a value for net tangible assets. 2. Establish a normalized earnings level considering average historical excess returns, owner compensation and replacement salary for management. 3. Determine an appropriate capitalization rate applicable to the portion of excess earnings attributable to net tangible assets and determine value. 4. Subtract attributable net tangible asset value from normalized earnings. 5. Determine an appropriate capitalization rate to apply to the sum of excess earnings. 6. Capitalize the net normalized earnings into an operating value. Capitalization Rate We have computed a capitalization rate for the subject company as detailed in Valuing a Business, 51h Edition, McGraw-Hill, 2007. The risk premiums detailed below are added to a risk-free rate to determine the appropriate capitalization rate. The rate paid on a 5 Year U.S. Treasury Bond has been selected as the risk-free rate. As of September 30, 2013 the rate paid is 1.39%. Category 1: Established business, good trade position, good management, stable past earnings, predictable future-6 to 10 percent. Category 2: Same as Category 1 except in more competitive Industries—11 to 15 percent. Category 3: Companies in highly competitive Industries, with little capital investment and no management depth, although with a good historical earnings record—16 to 20 percent. Category 4: Small business that depends on the skill of one or two people, or large companies in highly cyclical industries with very low predictability—21 to 25 percent. Category 5: Small personal service business with a single owner/manager—26 to 30 percent. In our opinion the Company fits the conditions for Category 2. The capitalization rate chosen is 12.39 based on stable revenues, no significant concentration of customer base and to include the risk-free rate. DENK&ASSOCIATES, PC 6 Certified Public Accountants STONE& EDWARDS INSURNACE AGENCY, INC. VALUATION REPORT SEPTEMBER 30, 2013 Income Approach—Multiple of Commission Method The multiple of commission method is calculated using a multiplier of gross commissions of the company. Average commissions of the past five years and a multiplier is applied to calculate an agency value. The multiple of commissions method has been common practice among insurance agencies to express perceived value for their book of business. Although common place, this method does not give consideration to adjusted profits and cash flow of the agency, and as such,will not be weighted as heavily as other methods. Multiple Various insurance industy publications and journals suggest a multiple between 1.25 and 2.00. A multiple of 1.50 is being used, as this is most common in the industry to value a privately-held agency. DENK&ASSOCIATES, PC 7 Certified Public Accountants STONE & EDWARDS INSURANCE AGENCY, INC. VALUATION REPORT SEPTEMBER 30, 2013 Market Approach—Guideline Public Company Method A market based approach involves the selection of several publicly traded insurance brokers. The price per share, as determined on the stock exchange for the valuation date, Is compared to an earnings stream. The guideline public company method calculates Enterprise Value to EBITDA for a group of four publicly traded brokers. The steps involved in using the guideline public company method are as follows: 1. Calculate Enterprise Value by adding the total equity with the total debt and value of any preferred and minority interest stock, less cash and cash equivalents. 2. Calculate the Enterprise Multiple by dividing the Enterprise Value by EBITDA (earnings before interest,taxes,depreciation&amortization). 3. Take the average of the four publicly traded company's Enterprise Multiples. 4. Apply an adjustment discount to the publicly traded Enterprise Multiple to arrive at an Enterprise Multiple to be used in valuing a small privately-held agency. 5. Determine the average EBITDA for the privately-held agency and apply the Enterprise Multiplier to arrive at the net value. DENK&ASSOCIATES, PC g Certified Public Accountants STONE& EDWARDS INSURANCE AGENCY, INC. VALUATION REPORT SEPTEMBER 30, 2013 Related Party-Key Person Discount In small closely held businesses, there is the potential risk for lost revenue if an owner were not actively involved anymore. This risk may be due to specialized technical knowledge or the relationships the owner brings to the business. This risk associated with the absence of an owner can be represented by applying a separate key person discount. Discounts for a key person's absence have been related to decline of stock prices of 9.0 percent in small companies and 5.0 percent in large companies as detailed in The Analysis and Appraisal of Closely Held Companies, McGraw-Hill,2007. The Company does not have a concentrated client base and therefore has a low risk of losing significant revenue with the loss of any individual client. We have applied a related party — key person discount of 5.0 percent as shown on Schedule 1. DEN &ASSOCIATES, PC 9 Certified Public Accountants STONE&EDWARDS INSURANCE AGENCY,INC. VALUATION OF CORPORATE STOCK September 30,2013 SUMMARY Indicated Value Weight Weighted Value Capitalized Earnings Method(Schedule 2) $ 305,517 70.0% $ 213,862 Multiple of Commissions Method(Schedule 3) $ 315,473 10.0°% 31,547 Guideline Public Company Method(Schedule 4) $ 278,637 20.0% 55,727 Total Indicated Value Before Discounts 100.0% 301,137 Related Party-Key Person Discount 5.0% (15,057) Total Indicated Value After Discounts $ 286,080 DENK&ASSOCIATES, PC Certified Public Accountants Schedule 1 STONE&EDWARDS INSURANCE AGENCY,INC. VALUATION OF CORPORATE STOCK September 30,2013 CAPITALIZED EXCESS EARNINGS METHOD COMPUTATION OF INDICATED VALUE 2012 2011 2010 2009 2008 Net Income $ 4,417 $ (3,400) $ 8 $ 22,508 $ (5,121) Add Back: Depreciation 3,462 2,066 - 1,715 584 Amortization 3,742 3,742 3,742 3,742 3,742 Manager Salary 82,400 88,400 63,385 57,908 96,031 Total $ 94,021 $ 90,808 $ 67,135 $ 85,873 $ 95,236 5 Year Average $ 86,615 Reduction for Manager Salary (50,000) Average Annual Income 36,615 Capitalization Rate 12.39°% Value of Goodwill 295,517 Fixed Asset Value 10,000 Net Value $ 305,517 DENK &ASSOCIATES, PC Certified Public Accountants Schedule 2 STONE&EDWARDS INSURANCE AGENCY,INC. VALUATION OF CORPORATE STOCK September 30,2013 MULTIPLE OF COMMISSIONS METHOD COMPUTATION OF INDICATED VALUE 2012 2011 2010 2009 2008 Gross Receipts $ 304,220 $ 328,695 $ 322,284 $ 326,404 $ 361,540 Less:Insurance Purchases (94,654) (117,928) (130,119) (117,555) (131,310) Net Commissions $ 209,566 $ 210,767 $ 192,165 $ 208,849 $ 230,230 5 Year Average $ 210,315 Multiple 1.5 Net Value $ 315,473 DENK&ASSOCIATES, PC Certified Public Accountants Schedule 3 STONE&EDWARDS INSURANCE AGENCY,INC. VALUATION OF CORPORATE STOCK September 30,2013 GUIDELINE PUBLIC COMPANY METHOD COMPUTATION OF INDICATED VALUE Publicly Traded Insurance Brokers Market Multiples Analysis as of September 30,2013 In Millions of USD(except for per share Items) Marsh&Mclennan Arthur J.Gallagher& Brown&Brown,Inc. Willis Group Holdings Companies,Inc. Company Co.(AIG) (BRO) PLC(WSH) (MMC) Stock Price,Per Share as of 9/30/2013 $ 43.65 $ 32.10 $ 43.33 $ 43.55 Shares Outstanding 131.54 145.44. 177.25 547.30 Market Capitalization(Stock Price x Shares Outstanding) $ 5,741.72 $ 4,668.62 $ 7,680.24 $ 23,834.92 Debt 825.00 480.00 2332.00 3218.00 Preferred Share Capital 0.00 0.00 0.00 0.00 Minority Interest 0.00 0.00 0.00 78,00 Less:Cash&Cash Equivalents -286.90 -170.97 .623.00 -2174.00 Enterprise Value $ 6,279.82 $ 4,977.65 $ 9,389.24 $ 24,956.92 EBITDA $ 531.40 $ 462.00 $ 864.00 $ 2,489.00 Enterprise Multiple(EV/EBITDA) 11.82 10.77 10.87 10.03 Average Enterprise Multiple 10.87 Adjustment(Discount)30% (3.26) Enterprise Multiple for Privately-held Agency 7.61 Average Earnings $ 36,615 Net Value $ 278,637 DENK&ASSOCIATES, PC Certified Public ACCOuntants Schedule 4 STONE 02/142014 2:34 PM Fan, 7004 Application for Automatic Extension of Time To File Certain (Rev.December 2012 Business Income Tax, Information, and Other Returns OMB No 15454233 oepaNna4 a1 the Treawy ► File a separate application for each return. lmeelel Revenue Sonioe 110-Information about Forte 7004 and its separate Instructions Is at www.irs. ovlform7004. None identifying number STONE 6 EDWARDS INSURANCE AGENCY, I Print 123-2179092 or Nuntlaa room or socel,and roo or sute M,(It P.O.box.see nsbugbns.) Type 1714 MARKET STREET Gty,tone,mne.and LP code gf a foreign address,enter city,provfil or sWlo,end ro try(foam no muntys practice for entering Post81 code)). CAMP HILL PA 17011 Note. File request for extension by the due date of the return for which the extension Is granted. See Instructions before completing this form Part I Automatic 5-Month Extension 1a Enter the form code for the return that this application is for see below Application Forth Application Form Is For: Cotla Is For: Code Form 1065 09 1 Forth 1041 estate other than a bankruptcy estate 04 Form 8804 31 Fonn 1041 trust 06 Part II Automatic 6-Month Extension b Enter the form code for the return that this application is for see below 12 Application Forte Application Form Is For: Code Is For: Code Forth 706-GS(D) 01 Form 1120-ND section 4951 taxes 20 Form 706-GS 02 Form 1120-PC 21 Form 1041 (bankruptcy estate on 03 Forte 1120-POL 22 Forth 1041-N 06 Form 1120-REIT 23 Form 1041-QFT 07 Form 1120-RIC 24 Forth 1042 08 Form 1120S 25 Forth 1065-B 10 Farm 1120-SF 26 Forth 1066 it Farm 3520-A 27 Forth 1120 12 Forte 8612 28 Form 1120-C 34 Form 8613 29 Forth 1120-F 15 Forte 8725 30 Form 1120-FSC 16 Form 8831 32 Form 1120-H 17 Forte 8876 33 Form 1120-L 18 Fonn 8924 35 Forte 1120-ND I 19 Form 8928 36 2 If the organization is a foreign corporation that does not have an office or place of business in the United States, check here 3 If the organization is a corporation and is the common parent of a group that intends to file a consolidated return, check hem ► ❑ ..................................................................................................................................... If checked,attach a statement, listing the name, address, and Employer Identification Number(EIN) for each member covered by this application. Part III All Filers Must Complete This Part 4 If the organization is a corporation or partnership that qualifies under Regulations section 1.6081-5,check here ► ........................... Sa The application is for calendar year 20 ,or tax year beginning 1P/01/12 ,and ending 09/30/13 . b Short tax year. If this tax year is less than 12 months,check the reason: Initial return ❑ Final return ❑ Change in accounting period ❑ Consolidated return to be filed Other (see instructions-attach explanation) 6 Tentative total tax 6 0 ......................................................................................................... 7 Total payments and credits (see instructions) ........................................................................... 7 0 8 Balance due. Subtract line 7 from line 6 see instructions ,.......... . ___..___ _ ...._.._.._ 8 0 For Privacy Act and Paperwork Reduction Act Notice, see separate Instructions. Fan, 7004(Rev.12-2012) DM STONE 021142014 234 PM Fenn 1 120 U.S. Corporation Incoe Tax Return OMR No.1545-0123 Depertmera of rho Teeawn For"tender year zmz or tax yearermlrg 10/01/12 ,�,alrg 09J30J13 tntemaf Reverwe Service .. -"..--. Instructions- . —.... 2} Information about Form 112o and its se rate is at www.irs, ovifarmtt20. - (� A Check tat Name to Consolidated realm STONE 6 EDWARDS INSURANCE AGENCY, I a Employer Identification number (athech Form ..... ❑ '1YPE 23-2179092 o lfle/fronlife mnsdi. ❑ 4R datw Mtn .... Numbs,street,and rccm«sate rp.ii a P O.Mz,see insmKtiOnS.Cif,«town,state.and ZIP code C Dais exc cdoxad 2 Personal S robing w. PRINT 1714 MARKET STREET aarn Personal seeoe ❑ 10/01/1981 a hieiservicow. CAMP HILL PA 17011 (S00 instructions),,, D Totsl assns(see instmaions) 4 Sdwuk M3 atlalw .. E check if: 1 INOtl mNm (2) Final realm 3 Nano change {d Address dt2rge $ 118,822 1a Gross receipts or sales ___ is 304 220 b Returns and allowances 1b c Balance. Subtract line 1b from line 1a is 304,220 .... ....... ._... .._....... ..... 2 2 Cast of goods sold(attach Form 7125-A) 3 Gross profit.Subtract line 2 from tine is - -- -""" - ..... 3 304 220 .,..... ........ 4 E mitlentls (Schedule C, line 19) -- °u 5 Interest .__.."'....- 6 c .__ ....._. ........... _.......-_. - fi Grass rents - -.......... _............. ...... 6 7 Grass royalties ... .. ..,,... ........ .. 8 Capital gain net income (attach Schedule D (Form t 120)) _.. 9 9 Net gain or{loss}from Form 4797,Pan it, line 77{attach Farm 4797} 10 Other income (see instructions-attach statement) � �" " " 10 11 Total income.Add lines 3 through 10 ► 11 304 220 12 Compensation of officers (see instructions-attach Form 1125-E) ► 12 82 400 13 Saltines and wages (less employment credits? -- 13 10 157 g 14 Repairs and maintenance 14 2 182 ..... .. ...... " ' ...... ..... ........ 15 Bad debts ' -' " Is Rents 16 9 140 17 Taxes and licenses 17 7 673 _.. 0 ...18 Interest . ... 18 11 718 f 19 Charitable contributions �� ""��--� 19 'ff- 20 Depreciation from Form 4562 not claimed an Form 1125-A or elsewhere on return(attach Form 4562) 20 3 462 0 21 Depletion __ _ . 8 22 Advertising .. ... k 2 238 :0 23 Pension, profit-sharing, etc., plans H24 Employee benefit - ��"""."�Rmgrams- omestic production activities deduction (attach Form 8903)2fi Other deductions (aback statemonq SEE STMT 1 170 833 27 Total deductions.Add lines 12 through 28 .. "► 299 803 28 Taxable income before net operating loss deduction and special deductions. Subtract line 27 from line 11 8 4,417 29a Net operating loss deduction (see instructions) 29a 3 400 � b Special deductions (Schedule C, line 20).. 29b c Add lines 29a and 29b 29e 3 400 30 Taxable Income. Subtract line 29c from line 28(see instructions) 30 1 017 31 Total tax(Schedule J. Part I,line it) _.., 31 153 m la 32 Total payments and refundable credits(Schedule J, Part it, line 21) _ 32 33 Estimated tax penalty(see instructions). Check if Form 2220 is attached ► ❑ 33 � 34 Amount owed. If lion 32 is smaller than the total of lines 37 and 33,enter amount owed 34 153 ................. � 35 Overpayment If line 32 is larger than the total of lines 31 and 33, enter amount overpaid 35 36 Enter amount from tine 35 ou want Credited to 2013 estimated tax► Refunded 36 Under penaties of perjury,I declare that I have"amirw"S mNm,Induning accompanying schwNaS and statements,and N Uo best of my krrowiedge May Sign and belie(it is true,condo,and complete.Declaration of Peparer(other than Taxpayer)is based on all informaton of Mich p2pamr ha any know 0tlge. be IRS discuss U return w h he pope rer Ishown below see instmcllons?X Y� No Here I PRESIDENT afore of officer TERESA EDWARDS oats 7ina Pdatrrype preparers name Preparers signature Dale Chad it PTIN Paid GREGORY H. DENK, CPA 02/14/14 selM1employed P00180723 Preparer Fmn$tarns ► DENK AND ASSOCIATES PC F r a EIN 25-1896394 Use Only For$address ► 4755 LINGLESTOWN RD # 207 Phone no HARRISBURG PA 17112 717-652-4952 For Papervimk Reduction Ad Notice,see separate Instructions. Font 1120(2012) DAn STONE 02/142014 2:U PM Form 1120 2012 STONE 6 EDWARDS INSURANCE AGENCY I 23-2179092 Pa e 2 Schedule C Dividends and Special Deductions (see instructions) (a)0m 1$ (b)s (r)SPe dea,dwns recOmd (e)x(b) 1 Dividends from less-than-20%-owned domestic corporations (other than debt-financed stock) ....................................................................................... 70 2 Dividends from 20%-or-more-owned domestic corporations (other than debt-financed stock) 80 ....................................................................................... see 3 Dividends on debt-financed stock of domestic and foreign corporations ................... 4 Dividends on certain preferred stock of less-than-20%-owned public utilities 42 .............. 5 Dividends on certain preferred stock of 20%or-moreowned public Wlities 48 .I............. 6 Dividends from less-than-20%owned foreign corporal ons and certain FSCS 70 7 Dividends from 20%-or-more-owned foreign corporations and certain FSCs 80 .............. 8 Dividends from wholly owned foreign subsidiaries 100 ......................................... 9 Total. Add lines 1 through 8.See instructions for limitation business Dividends from domestic corporations received by a small business Investment company operating under the Small Business Investment Act of 1958 100 .................... 11 Dividends from affiliated group members 100 .................................................. 12 Dividends from certain FSCS 100 ............................................................... 13 Dividends from foreign corporations not included on lines 3,6,7, 8, 11,or 12 14 Income from controlled foreign corporations under subpart F (attach Form(s) 5471) 15 Foreign dividend gross-up.................................................................. 16 IC-DISC and former DISC dividends not included on lines 1, 2, or 3 ...................... 17 Other dividends ............................................................................. 18 Deduction for dividends paid on certain preferred stock of public utilities .................. 19 Total dividends.Add lines 1 through W.Enter here and on page 1,line 4 ► 20 Total special deductions.Add lines 9 10 11 12 and 18. Enter here and on page 1,line 29b .......................... ► Fan 1120(2012) DM �� i. . ♦ F i � ` R � t STONE ON14=14 2:04 PM Form 1120(2012) STONE 6 EDWARDS INSURANCE AGENCY, I 23-2179092 Page 3 Schedule J Tax Computation and Payment (see instructions) Part I—Tax Computation 1 Check if the corporation is a member of a controlled group(attach Schedule O(Form 1120)) ► 2 Income tax. Check it a qualified personal service corporation(see Instructions) ............ ► 2 153 3 Alternative minimum tax(attach Forth 4626)............................................................................. 3 4 Add lines 2 and 3......................................................................................................... 4 153 Sa Foreign tax credit (attach Form 1118) ......................... ........................ Sa b Credit from Form 8834, line 30(attach Form 8834)........................... ........ 5b c General business credit (attach Forth 3800) ........................................... Sc d Credit for prior year minimum tax(attach Form 8827) ................................. 5d e Bond credits from Forth 8912 5e .......................................................... 6 Total credits.Add lines 5a through 5e................................................................................... 6 0 7 Subtract line 6 from line 4 7 153 ................................................................................................ 8 Personal holding company lax(attach Schedule PH (Forth 1120)) ...................... ..... ......................... 8 9a Recapture of investment credit (attach Form 4255) ......... ....... .... 9a b Recapture of low-income housing credit (attach Form 8611) .......................... 9b c Interest due under the look-back method--completed long-teml contracts (attach Forth8697) ............................................................................. 9c d Interest due under the look-back method-4ncome forecast method (attach Form 8866) ................................................................................... 9d e Altemative tax on qualifying shipping activities (attach Form 8902),,,,,,,,,,,,,,,,,,,, 9e f Other (see instructions—attach statement) 9f ............................................ 10 Total.Add lines 9a through 9f............................................................................................ 10 11 Total tax.Add lines T8,and 10. Enter here and on a e 1 line 31 11 153 Part 11—Payments and Refundable Credits 12 2011 overpayment credited to 2012...................................................................................... 12 13 2012 estimated lax payments ............................................................................................ 13 14 2012 refund applied for on Forth 4466 ................................................................................... 14 16 Combine lines 12, 13, and 14 ............................................................................................ is 16 Tax deposited MIT Forth 7004 ........................................................................................... 16 17 Wthholding (see instructions) ............................................................................................ 17 18 Total payments.Add lines 15, 16,and 17............................................................................... 18 19 Refundable credits from: aForm 2439.............................................................................. 19a bForth 4136.............................................................................. 196 c Forth 8827.line 8c............................................................ d Other (attach statement—see instructions) ............................................ 19d 20 Total credits.Add lines 19a through 19d ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,„ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 20 21 Total payments and credits.Add lines 18 and 20. Enter here and on a e 1 line 32 21 Schedule K Other Information see instru !"0ns 1 Check accounting method: a Cash b Accrual c Lj Other (specify) ► wes No 2 See the instructions and enter the: a Business activity code no. ► 524210 ....................................................................................................................... b Business activity► INSURANCE ................................................................................................................................. c Product or service► INSURANCE PRODUCTS ............................................................................................................................... 3 Is the corporation a subsidiary in an affiliated group or a parent-subsidiary controlled group? X .................................................... If"Yes,”enter name and EIN of the parent corporation► ......................................................................................... . ..................................................................................................................................................... 4 At the end of the tax year: a Did any foreign or domestic corporation, partnership(including any entity treated as a partnership), trust. or tax-exempt organization oven directly,20%or more, or own,direct'or indirectly,50%or more of the total voting power of all classes of the corporation's stock entitled to vote? If"Yes"complete Part I of Schedule G(Forth 1120) (attach Schedule G) X .................................. b Did any individual or estate own directly 20%or more,or own,directly or indirectly,50% or more of the total voting power of all Gasses of them oration's stock entitled to vote? If"Yes"complete Part II of Schedule G Form 1120 attach Schedule G X Form 1120(2012) cm STONE 02114M14 2:34 PM Form 1120(2012) STONE 5 EDWARDS INSURANCE AGENCY, 1 23-2179092 Page 4 Schedule K Other Information continued see instructions 5 At the end of the lax year,did the corporation: yea No a Own directly 20%or more,or own,directly or indirectly,50%or more of the total voting power of all Gasses of stock entitled to vote of any foreign or domestic corporation not included on Form 851,Affiliations Schedule? For rules of constructive ownership, see instructions. I X If"Yes,"complete i through iv below. Oq Employer (Ilq Cana a IN)PH ntaw (1) Name a Capaaion IEer0aelion Number 111)cow earn GmW in Vo*v b Own directly an interest of 20%or more,or own,directly or indirectly, an Interest of 50%or more in any foreign or domestic partnership (including an entity treated as a partnership) or in the beneficial interest of a trust? For rules of constructive ownership, see instructions X If-Yes,"complete i through iv below. 011 Empaye- (N)MmJmm O)Name a Entity IdemiBmtlon Naha (III)Wtnby of PBoanUgO DmW N Orgawation PmfA,I= a Capitad 6 During this tax year,did the corporation pay dividends (other than stock dividends and distributions in exchange for stock)in excess of the corporation's current and accumulated earnings and profits? (See sections 301 and 316.) X ........................................ If"Yes,"file Forrn 5452, Corporate Report of Nondividend Distributions. If this is a consolidated return, answer here for the parent corporation and on Form 851 for each subsidiary. 7 At any time during the tax year, did one foreign person own,directly or indirectly,at least 25%of(a)the total voting power of all classes of the corporation's stock entitled to vote or(b)the total value of all classes of the corporation's stock? X For rules of attribution, see section 318. If'Yes,"enter: (I) Percentage owned► and(II)Owner's country► .......................................................................... (c) The corporation may have to file Form 6472, Information Return of a 25% Foreign-Owned U.S.Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business. Enter the number of Fortes 5472 attached► ............................................. 8 Check this box if the corporation issued publicly offered debt Instruments with original issue discount ► El If checked,the corporation may have to file Form 8281, Information Return for Publicly Offered Original Issue Discount Instruments, 9 Enter the amount of tax-exempt interest received or accrued during the tax year► $ 0 .......................................................... 10 Enter the number of shareholders at the end of the tax year(if 100 or fewer)► ...... .......................................................... 11 If the corporation has an NOL for the tax year and Is electing to forego the carryback period,check here ► El 1f the corporation is filing a consolidated return,the statement required by Regulations section 1.1502-21(b)(3) must be attached or the election will not be valid. 12 Enter the available NOL carryover from prior tax years (do not reduce it by any deduction on line 29a.)► $ 3,400 .................................. 13 Are the corporation's total receipts(line 1c plus lines 4 through 10 on page 1)for the tax year and its total assets at the and of the tax year less than$250,ODD?........................................................................................................................ X If'Yes,'the corporation is not required to complete Schedules L,W,and M-2 on page 5.Instead,enter the total amount of cash distribution and the book value of property distributions(other than cash)made during the tax year► $...................................................... 14 Is the corporation required to file Schedule UTP(Form 1120), Uncertain Tax Position Statement(see Instructions)? X If"Yes."complete and attach Schedule UTP. 15a Did the corporation make any payments in 2012 that would require it to file Form(s) 1099? ...................................................... X b If"Yes."did or will the corporation file all required Fortes 1099?................................................................................... 16 During this tax year,did the corporation have an 80%or more change In ownership,Including a change due to redemption of Its own stock? ......................................................................................................................................... 17 During or subsequent to this tax year, but before the filing of this return,did the corporation dispose of more than 65%(by value) of Its assets in a taxable, non-taxable, or tax deferred transaction? ............................................................................... 18 Old the corporation receive assets in a section 351 transfer in which any of the transferred assets had a fair market basis or fair market value of more than $1 million? ............................................................................................................. Form 1120(2012) 64n STONE 02/142014 2:34 PM Form 1120 2012 STONE & EDWARDS INSURANCE AGENCY I 23-2179092 Page 5 Schedule L Balance Sheets per Books Beginning of tax year End of tax year Assets (a) (b) (cl (d) 1 Cash ........... .. 16,009 12,876 2a Trade notes and accounts receivable 5,230 b Less allowance for bad debts 5 230 ............... 3 Inventories ................................... 4 U.S. government obligations ................ 5 Tax-exempt securities (see instructions) 6 Other current assets (an.s"t.) ............... 7 Loans to shareholders 78 408 82,300 ....................... 8 Mortgage and real estate loans ............. 9 Other investments(at nml> ................ 10a Buildings and other depreciable assets 79,610 79, 610 b Less accumulated depreciation .... .. 67 444 12 166 70, 906 8,704 .... ... 11a Depletable assets to Less accumulated depletion ................. 12 Land (net of any amortization) ............... 13a Intangible assets (amortizable only) 56,100 _ 56,100 b Less accumulated amortization ............. 37,416 18, 684 41,158 14, 942 14 Other assets (attach Stmt.) .................. 15 Total assets 130,497 118,822 Liabilities and Shareholders' Equity 16 Accounts payable 11, 029 ........................... 17 Mortgages,notes,bonds payable in less than 1 year 5,691 5,811 18 Other current liabilities(att. Simi.) ................ 19 Loans from shareholders .................... 20 Mortgages,notes,bonds payable in i year a more 171,441 168,662 21 Other liabililies(aaach =l eiwQ ................. 22 Capital stock: a Preferred stock b Common stock 1,500 1,500 1,500 1,500 .......... 23 Additional paid-in capital .................... 24 ReA*d emYgs--AplxoplaSd(at shN.) 25 Retained earnings-Unappropriated „ 269,986 271, 999 26 AdjztaCnts b SH epaty(a%shim) 27 Less cost of treasury stock 329 150 329,150 .................. 28 Total liabilities and shareholders' ui 130,497 118,822 Schedule M-1 Reconciliation of Income (Loss) per Books With Income per Return Note:Schedule M-3 re quill Instead of Schedule M-1 If total assets are$10 million or more-see instructions 1 Net Income(loss) per books .. 2,013 7 Income recorded on books this year 2 Federal income tax per books not included on this return (itemize): ............... 3 Excess of capital losses over capital gains .. $ .......................... 4 Income subject to lax not recorded on books . ............................................. this year(itemize): ........................... . ............................................. ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,I.... 8 Deductions on this return not charged 5 Expenses recorded on books this year not against book income this year(itemize): deducted on this return (itemize): a oemxia $ ........................... a oepred.ti ..... $ b Chadtade $ ............................ Wn1110u1iM5 .... ................ me ........... b Chanlado ...... $ CTwl 8M ravel antl ............................ ............................................. erneetelmgN..... $.....................,404 . ............................................. 2 404 9 Add lines 7 and 8 6 Add lines 1 ihrou h 5 ........................ 4 417 10 Income a e 1 line 28 the 6 less line 9 4,417 Schedule M-2 Analysis of Una ro riated Retained E mincis Iper Books Line 25 Schedule L 1 Balance at beginning of year 269,986 5 Distributions: a Cash ................... 2 Net income(Ioss) per books 2,013 b Stock 3 Other increases (itemize): ....... c Property .................................................. _ 6 Other decreases (itemize): ................. 7 Add lines 5 and 6 .................................................. ........................... 4 Add lines 1 2 and 3 271,999 8 Balance at end of year line 4 less line 7 271,999 Pone 1120(2012) own STONE 02/142914 2.34 PM Form 4562 Depreciation and Amortization OMB No 1549-0172 (Including Information on Listed Property) 2012 Daperlmem of one treasury Attatlncnt Imemal aerem,a so,yi� (ee) Is See separate instructions. 0- Attach to our tax return. No 179 Name(s)sh s on Mum IdmUfyhtg numbtt STONE & EDWARDS INSURANCE AGENCY I 23-2179092 Business or activity to which Otis loan Mates REGULAR DEPRECIATION Part 1 Election To Expense Certain Property Under Section 179 Note: If you have any listed property, complete Part V before you complete Part I. 1 Maximum amount (see instructions) ........... .. .... .... 1 500,000 2 Total cost of section 179 property placed in service (see instructions) 2 ...... Threshold cost of section 179 property before reduction In limitation(see instructions) ... .. .. 3 2,00-0,060 .. . ....................... 4 Reduction in limitation. Subtract line 3 from line 2. If zero or less, enter-0- 4 ............................................. 5 Dollar imitation for tax year.Subtract line 4 from line 1.If zero or less enter-0-.If martied filing se rately see instructions ........... 5 6 (a)Oescripeon or property (b)Lost(buslnass use any) (c)Eloped cast 7 Listed properly. Enter the amount from line 29 7 ............................................... 8 Total elected cost of section 179 property.Add amounts in column(c), lines 6 and 7 8 ................................... 9 Tentative deduction. Enter the smaller of line 5 or line 8 g ................................................................ 10 Carryover of disallowed deduction from line 13 of your 2011 Form 4562 10 ................................................ 11 Business Income limitation. Enter the smaller of business income(not less than zero) or line 5(see instructions) 11 12 Section 179 expense deduction.Add lines 9 and 10,but do not enter more than line 11 12 13 Carryover of disallowed deduction to 2013.Add lines 9 and 10 less line 12 ►,. 13 Note: Do not use Part II or Part III below for listed property. Instead,use Part V. Part 11 Special Depreciation Allowance and Other Depreciation Do not include listed prop e See instructions 14 Special depredation allowance for qualified property(other than listed property) placed in service during the tax year(see instructions) 14 ..................................................................................... 15 Property subject to section 168(f)(1) election . ........................................................................... 16 Other depreciation (including ACRS ........................... ......................................................... 16 Part III MACRS Depreciation (Do not include listed property.) (See instructions.) Section A 17 MACRS deductions for assets placed in service in tax years beginning before 2012..................................(''I 17 1 404 18 If you are electing to group any assets plaoed in sOMCO during the tax year We arse or more general asset soocmis rll none ► I Section B—Assets Placed in Service During 2012 Tax Year Using the General Depreciation System (b) Month and year (c) Basis for depreciation (d)Rte, (a) Gassifi®tiro of property eaced In (Mmrross/mestmml a onventim(e) L (f) Madwd (9) Depredation deduc9on only-see WW 19a 3-year property to 5-year prop" c 7-year property of 10-year property e 15-year property f 20-year property 25-year property 25 yrs. S/L In Residential rental 27.5 yrs. MM S/L property 27.5 yrs. MM S/L I Nonresidential real 39 yrs. MM S/L property MM S/L Section C—Assets Placed in Service During 2012 Tax Year Using the Alternative Depreciation System 20a Class life I I cn b 12-year 12 yrs. I I S/L c 40-year 40 yrs. MM S/L Part IV Summa See instructions. 21 Listed property. Enter amount from line 28 21 2,058 ............................................................................... 22 Total. Add amounts from line 12,lines 14 through 17,lines 19 and 20 in column(g), and line 21. Enter here and on the appropriate lines of your retum. Partnerships and S corporations—see instructions ........................ 22 3,462 23 For assets shown above and placed in service during the current year,enter the portion of the basis attributable to section 263A costs 23 For Paperwork Reduction Act Notice, see separate Instructions. Fmn 4562(2012) DAA STONE a2114=4 2:34 PM STONE & EDWARDS INSURANCE AGENCY, I 23-2179092 Farm 4562(2012) Page 2 Part V Listed Property (include automobiles, certain other vehicles, certain computers, and property used for entertainment, recreation, or amusement.) Note: For any vehicle tar(lick yyou are using the standard mileage rate or deduc itrg lease expense, complete only 24a, 24b,columns{a)through(o)of adon A,all of Sodion B,and Section C if aopliceble. Section A—Deprectallon and Other Information (Caution: See the instructions for limits for passenger automoblies.) 24a op nave ewxb to gffw u»brnmvnwst l use daknvn Yes No 24b It"Yes.'is the evidence written? 30 Yes FT No (a) NI I4I (d) In) (0 (el (n) (1) Bu5L Type of pmperry Date paced M tmenl usa Coss IX omen basis Basle lIX deprbdadm Rewvary M9U10W Deped Ebclad section 179 (FS+vehl6;s wl1 i+aervim ;xMn ge (bu51MSS4rnesiment pedbd convendob dedudlm Mt usa ) 25 Special depredation allowance for qualified listed property placed in service during the tax year and used more than 50% in a qualified business use see instructions ..................... 1 25 26 Propeit used more than 60%in a quali fied business use: VOLVO 10/25/111 100.00 j 6,4321 6,4321 5.0 20ODBHY 2,0581 27 Prooerty used 50%or less in a ualified j siness use: SfL- o L I S!L- 28 Add amounts in column(h),lines 25 through 27.Enter here and on line 21.page 1 ....... 28 2 058 29 Add amounts in column I line 26. Enter here and on line T e 1... .......... ........ ... .. ..... 29 Section S—information on Use of Vehicles Complete this section for vehicles used by a sole proprietor, partner, or other"more than 5% owner,"or related person. If you provided vehicles to your employees,first answer the questions in Section C to see if you meet an exception to comoletino this section for those vehicles. (a) (b) (c) (4) fe) to vetM 1 Wide 2 VOW*3 Vande 4 vehou 5 VeNda 6 30 Total businessfinvestment miles driven during the year(do not include commuting miles) .......... 31 Total commuting miles driven during the year 32 Total otter personal (noncommuting) miles driven .......................................... 33 Total miles driven during the year. Add lines 30 through 32 ............................. ... 34 Was the vehicle available for personal Yes No Yes No Yes No Yes No Yes No Yes No use during off-duty hours?............._............ 35 Was the vehicle used primarily by a more than 5%owner or related person? 36 Is another vehicle available for personal use? ...... Section C—Questions for Employers Who Provide Vehicles for Use by Their Employees Answer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who am not more than 5%owners or related persons(see instructions). 37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by Yes No your employees? .......................... .................... X 38 Do you maintain a written policy statement that prohibits personal use of vehicles,except commuting,by your employees?See the instructions for vehicles used by corporate officers,directors,or 1%or more owners .,,,, ...... X 39 Do you treat all use of vehicles by employees as personal use? X ......................................................................... 40 Do you provide more than five vehicles to your employees,obtain information from your employees about the use of the vehicles,and retain the information received? X 41 Do you meet the requirements concerning qualified automobile demonstration use? (See instructions.) ................................ Note: If your answer to 37 38 39 40 or 41 is'Yes,"do not complete Section B for the covered vehicles. Part VI Amortization a) N) I°) (°) Amanizetbn ( Ia) 0 Dtl1a 8a1CdIi81iM (1rIMPBde e11plIK ('AdC 60C11dY pgrlp{t bf AmMdI6iNf1/IX INS yaa( Demfjx rl d an% bnhs lx q go 42 Amortization of costs that begins dunno vo ur 2012 tax year see instructions 43 Amortization of costs that began before your 2012 tax year 43 3,742 ............. . . . 44 Total. Add amounts in column ............ ......... .......... . See the insWdions far where to re ort ........ .... .... 44 3,742 DAA Falco 4562(2012) STONE STONE & EDWARDS INSURANCE AGENCY, 1 2/14/2014 2:34 PM 23-2179092 Federal Statements FYE: 9/30/2013 Statement 1 - Form 1120 Page 1 Line 26 Other Deduction Description Amount INSURANCE PURCHASES $ 94, 654 INSURANCE 19,565 OFFICE EXPENSE 7, 447 AUTO EXPENSE 10,581 DUES & SUBSCRIPTIONS 576 TELEPHONE 4, 172 PRACTICE DEVELOPMENT 12, 355 PROFESSIONAL FEES 6, 128 UTILITIES 5, 144 POSTAGE & DELIVERY 639 TEMPORARY SERVICES 2, 475 MISCELLANEOUS 950 AMORTIZATION 3, 742 50% OF MEALS & ENTERTAINMENT 2, 405 TOTAL $ 170, 833 1 REV-1506 EY+(12-11) � pennsylvania SCHEDULE C-2 DEPARTMENT OF REVENUE PARTNERSHIP INHERITANCE TAY RETURN INFORMATION REPORT RESIDENT DECEDENT ESTATE OF FILE NUMBER Donald J.Edwards,Jr. 21-13-0907 1. Name of Partnership Sewardd Investments,LLC Date Business Commenced 01/01/10 Address 1714 Market Street Business Reporting Year bEd, 3L City Camp Hill State PA ZIP Code 17011 2. Federal Employer ID Number 60-0572242 3. Type of Business Investment Product/Service Various 4. Decedent was a 0 General 0 Limited partner. If decedent was a limited partner, provide initial investment$ 5. PARTNER NAME PERCENT PERCENT BALANCE OF OF INCOME OF OWNERSHIP CAPITAL ACCOUNT A. Decedent 35% 35% 0.00 B. Teresa Edwards(wife) 35% 35% 0.00 C. Three children(each) 10% 10% 0.00 D. 6. Value of the decedent's interest$ 6,614.00 7. Was the partnership indebted to the decedent? . . . . . . . .. . . . .. .. . . . .. .. . . . . . . . .. .. . 0 Yes 10 No If yes,provide amount of indebtedness S 8. Was there life insurance payable to the partnership upon the death of the decedent? ...... 0 Yes NI NO If yes.Cash Surrender Value$ Net proceeds payable$ Owner of the policy 9. Did the decedent sell or transfer an interest in this partnership within one year prior to death or within two years if the date of death was prior to 12-31-82? 0 Yes 55 No If yes, 0 Transfer 0 Sale Percentage transferred/sold Transferee or Purchaser Consideration S Date Attach a separate sheet for additional transfers and/or sales. 10.Was there a written partnership agreement in effect at the time of the decedent's death? ...... 0 Yes 0 No It yes,provide a copy of the agreement. 11. Was the decedent's partnership interest sold? ......................................... 0 Yes ® No If yes,provide a copy of the agreement of sale,etc. 12.Was the partnership dissolved or liquidated after the decedent's death? .................... 0 Yes 0 No It yes,provide a breakdown of distributions received by the estate,including dates and amounts received. 13.Was the decedent related to any of the partners? ...................................... 0 Yes 0 No If yes,explain all partners were his wife and children 14.Did the partnership have an interest in other corporations or partnerships? ............... 0 Yes 0 No If yes,report the necessary information on a separate sheet, including a Schedule C-1 or C-2 for each interest. THE FOLLOWING INFORMATION A. Detailed calculations used in the valuation of the decedent's partnership interest. B. Complete copies of financial statements or federal partnership income tax returns(Form 1065)for the year of death and four preceding years. C. If the partnership owned real estate,submit a list showing the complete addresses and estimated fair market value/s.If real estate appraisals have been secured,attach copies. D. Any other information relating to the valuation of the decedent's partnership interest. SEWARDD OW142114 11:06 PM 651113 PARTNER# 1 2013 ❑ FMai K-1 ❑ Amended K-1 OMB No.1545 4)(199 Schedule K-1 Part III Partner's Share of Current Year Income, (Form 1065) Deductions, Credits, and Other Items Depannand of and Treasury For calendar year 2013,or lax 1 Ordinary business inmme(peas) 15 Credits Internal Rasmus,Sendoo year beginning 1,448 ending 2 Nat rental reel estate i.(bas) Partner's Share of Income, Deductions, redits. etc. 01 See back of fornh and sepambe Inatmctions. 3 Other net rental immnle(kess) i6 Foreign bansoclions Part I I Information About the Partnership A Partnership's employer bentiitmtion transfer 4 Guaranteed payments 80-0572242 8 Parinersldpis nan1e,address,city.State,and ZIP Nda 5 Interest Patent, SEWARDD INVESTMENTS LLC 5a Ordinary dividends 1714 MARKET STREET CAMP HILL PA 17011 fib Oueliied Gndohds C IRS Center%Tare partnership filed reNm 7 Royalties OGDEN UT D ❑ Chock d this is e puk i re0e0 partnarsNp(PTP) B Net short-erm captain gain(bras) Part 111 Information About the Partner e. Not Idng-term caphal gain(lea.) 17 alemadle Im`men w(AMT)Was E Partners idarltyi g rxlmber 193-56-3389 9b Cdledibles(26%)gain(roan) F Partners name.address,city,state.end 7JP addle DONALD J EDWARDS JR 9c urraraptured soci 12W gab 227 NORTH 24TH STREET 10 Net soclion 1231 gain pass) 18 Taxe,tarpt excess,and CAMP HILL PA 17011 nwdamwrole expenses 11 Other incrne peas) G ❑ General partner or LLC Lint mrsoor or other LLC manbcrewlager npnme' N a Odnesse partner ❑ Foreign partner It W1nat type of entity is this partner? INDIVIDUAL 19 Gtstribullona 12 11 Ws pater Is a recrehav plan IIRNSEPMeogNetc),dpNs here 12 Section 179 dedudfon A 6,614 (son e"wa lions)........................................................ ❑ J Partners share of pnoflt.INS.and capital(am hatnalions): Beginning Ending 13 Other deductions Post 35.000000 %1 35.000000 % 20 omen mramnabon Less 35.000000 % 35.000000 % Caoitm 35.000000 %1 35.000000 % K Partners share of lladlilies of year end: Nontxnurss S 14 Self-employment eamings(loss) .................................. (th,aided nanrecolKSa 5nancing s A 1,448 Rerarso ...................S ..................................... C 1, 910 L Parbiafs crautai aux01a anarysis: 'See attached statement for additional information. Beglmbg Now Nostra s 5,100 Cannot mmridrted during the year.................S Current year inrnoso(doaeoso) ..................s 1,448 '� I' Wlthdrewaia 5 m.mww.. s t 6,614) j + + 4'� KA'�j � Ending capital ecrolnt ..........................$ Tax asis B Vrer(erplam)❑ G4nP ❑ Section 7p4(b)book M O `o LL M Die the pander adntAbuta ptperty with a bullidn Belo or loss? ❑ Yea O No 11 Yes.-attach stmemem(see instucdons) For Paperwork Reducllon Ad Notice,sec Instructions for Form 1055. IRSDwkkrm1065 Schedule K-1(Form 1065)2013 DNA SEWARDD M14QO14 11:36 AM PARTNER# 1 Partner's Basis Worksheet, Page 1 Schedule K-1 2013 For calendar year 2013, or tax year beginning , and ending Partnership Name Employer Identification Number SEWARDD INVESTMENTS LLC 80-0572242 Partner's Name Taxpayer Identification Number DONALD J EDWARDS JR 193-56-3389 Beginning of year 5,166 _.. . ................_ ........ . ............ _. ....... .................... _.. Increases: Capital contributions: Cash Property (adjusted basis) ...... ......... ............. ......... ............ ............. ....... ................. 'Excess" depletion Income items: Ordinary income 1,448 ................................................................... Net income from rental real estate activities ...................................... Net income from other rental activities ............................................ Interest ............................................................................ Dividends .......................................................................... Royalties ........................................................................... Net short-term capital gain .. ..................................................... Net long-term capital gain ......................................................... Other portfolio income ............................................................. Net gain under section 1231 ...................................................... Other income ...................................................................... Tax-exempt interest and other income 1,448 Other increases: Transfer of capital Gain on disposition of section 179 assets ....................................................................... Other increases Distributions: Cash 6,614 Property(adjusted basis) 6,614 Increase (decrease) in share of partnership liabilities PN CN Subtotal 0 Distribution in excess of partner basis ................................... .......................................................... Decreases: Noncap items: Nondeductible expenses .......................................................... Charitable contributions ........................................................... Foreign taxes Loss items: Ordinary loss . ............... ._ .................................... Net loss from rental real estate activities .... .................................... Net loss from other rental activities ................................................ Royalties ........................... . ..... ....................................... Net short-term capital loss ........................................................ Net long-tenn capital loss .................................. .. ................... Other portfolio loss ................................................................ Net loss under section 1231 ............................................. ......... Other losses Section 179 expense .............................................................. Deductions related to portfolio income ............................................ Other deductions Interest expense on investment debts Section 59(e)(2) expenditures ..................................................... Loss on disposition of section 179 assets ......................................... Depletion Other decreases End of year 0 Note to partner: This worksheet was prepared based on partnership records. Please consult with your tax advisor for adjustments. SEWARDD WI1N2gi4 11 BE AM Form 1065 U.S. Return of Partnership Income 1-12-1 No.15,1 -0 99 Department of the Treasury For calendar year 2013,or tax year beginning ,ending 01 3 Internal Revenue Be.. ► Information about Form 1065 and its se arote instructions is at www.trs. ov/form1065. A Principal business activity Name of partnership D Employer Identification number INVESTMENT Type SEWARDD INVESTMENTS LLC 80-0572242 B Principal product or service Pont Number,street,and mom or suite no.If a P 0.box,see me instructions. E Date business started INVESTMENT 1714 MARKET STREET 01/01/2010 C Business code number City or town,state or province,country,and ZIP or foreign postal code F Total assets(see the Instructions) CAMP HILL PA 17011 g 0 525990 G Check applicable boxes: (1) Initial return (2) ® Final return (3) [] Name change (4) n Address change (5) Amended return (6) Technical termination-also check(1)or(2) H Check accounting method:(1) L4 Cash (2) n Accrual (3) n Other (specify) ► I Number of Schedules K-1.Attach one for each person who was a partner at any time during the tax year► 6 n J Check if Schedules C and M-3 are attached Caution. Include only trade or business income and expenses on lines 1a through 22 below. See the instructions for more information. la Gross receipts or sales 1a ............................................................ b Returns and allowances ib ........................................................... c Balance. Subtract line 1b from line 1a 1c y 2 Cost of goods sold (attach Form 1125-A) 2 0 3 Gross profit.Subtract line 2 from line tc 3 4 Ordinary income(loss)from other partnerships, estates, and trusts(attach statement) SEE STATEMENT 1 4 6,742 5 Net farm profit(loss) (attach Schedule F (Form 1040)) 5 .............................................................. 6 Net gain(loss)from Form 4797, Part II, line 17(attach Form 4797) 6 ................................................. 7 Other income (loss) (attach statement) 7 8 Total income(loss). Combine lines 3 through 7 8 1 6,742 u 9 Salaries and wages (other than to partners) (less employment credits) 9 o ....................... .......... N 10 Guaranteed payments to partners 10 11 Repairs and maintenance 11 12 Bad debts ......... 12 y ......... ............ ........... ... ...... .... .......................... ............ cc 13 Rent .. .................. 1 3 .9 14 Taxes and licenses 14 y ....... .......................... ....... ...................... ...... 15 Interest 15 $ 16a Depreciation (if required, attach Form 4562) 16a If Less depreciation reported on Form 1125-A and elsewhere on return 16b 16c 0 17 Depletion (Do not deduct oil and gas depletion.) 17 0 18 Retirement plans, etc. 18 ..........._ ........................ ............ ......... ........... 19 Employee benefit programs.,... .............. .. .„. .................. 19 y 20 Other deductions (attach statement) 20 C3 21 Total deductions.Add the amounts shown in the far right column for lines 9 through 20 21 .......................... 22 Ordinary business income (loss). Subtract line 21 from line 8 .......... 22 6 742 Under penalties of perjury,1 declare that I have examined this return,including accompanying schoo les and statements,and to the best of my knowledge and belief,it is We,coned,and complete.December,a prepal(other man general partner or limited liability company member Sign manager)is based on all information of which paperer has any knowledge. May the IRS diawsa this return Here with the IF IF her shown below see ' instructions)? X Yes No Signature of general partner or limited liability company member manager / Date Pdntrrype preparers name Preparers signature Date Chem if PTIN Paid GREGORY R. DENR CPA 04/14/14 selfamploye0 P00180723 Preparer Firms name 0- DENK AND ASSOCIATES PC Firma EIN► 25-1896394 Use Only Firms address ► 4755 LINGLESTOWN RD # 207 HARRISBURG PA 17112 Phone no. 717-652-4952 For Paperwork Reduction Act Notice, see separate instructions. Form 1066(2013) DAA S � t (E i _.. SEWARDO a4114MI4 11:06 AM Form 1065(2013) SEWARDD INVESTMENTS LLC 80-0572242 Page 2 Schedule B Other Information 1 What type of entity is filing this return?Check the applicable box: Yes No a Domestic general partnership b Domestic limited partnership c Domestic limited liability company d Domestic limited liability partnership e 1 Foreign partnership, f Other► 2 At any time during the tax year,was any partner in the partnership a disregarded entity, a partnership (including an entity treated as a partnership),a trust,an S corporation,an estate(other than an estate of a deceased partner), or a nominee or similar person?................................................._..........._.............................................._ X 3 At the end of the tax year: a Did any foreign or domestic corporation, partnership(including any entity treated as a partnership), trust, or tax- exempt organization,or any foreign government own,directly or indirectly,an interest of 50%or more in the profit, loss,or capital of the partnership?For rules of constructive ownership,see Instructions. If"Yes,"attach Schedule B-1, Information on Partners Owning 50% or More of the Partnership,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,_,,,,,.,,,,,...... .................... X b Did any individual or estate own,directly or indirectly,an Interest of 50%or more in the profit,loss,or capital of the partnership?For rules of constructive ownership, see instructions, If"Yes,"attach Schedule B-1, information on Partners Owning 50%or More of the Partnership ......................................................................................... X 4 Al the end of the tax year,did the partnership: a Own directly 20%or more,or own,directly or indirectly,50%or more of the total voting power of all Gasses of stock entitled to vote of any foreign or domestic corporation?For rules of constructive ownership, see instructions. If"Yes," complete throw h iv below X (I)Neme d Corx:Va n (II) Emgoyar Iderwfka (lip Co n ry d edge I Nr+rrter IN emy) vMWPWWjW siod, b Own directly an Interest of 20%or more, or own, directly or Indirectly,an Interest of 50%or more in the profit, loss, or capital in any foreign or domestic partnership(including an entity treated as a partnership)or in the beneficial interest of a trust?For rules of constructive ownershi ,see instructions, if`Yes,'complete thro h v below .______ X 01)Employtir (1)Ne dE" Niter Ir�kbn fib) pd (IYOr PwCante"Om 'in Yes No 5 Did the partnership file Form 8893, Election of Partnership Level Tax Treatment, or an election statement under section 6231(a)(1)(B)(11)for partnership-revel tax treatment,that is in effect for this tax year?See Form 8893 for more details X 6 Does the partnership satisfy all four of the following conditions? a The partnership's total receipts for the tax year were less than$250,000. to The partnership's total assets at the end of the tax year were less than$1 million. c Schedules K-1 are filed with the return and fumished to the partners on or before the due date(including extensions) for the partnership return. d The partnership is not filing and is not required to file Schedule M-3 ..................... ................................................... X If"Yes,"the partnership Is not required to complete Schedules L, M-1,and M-2;Item F on page 1 of Form 1065: or Item L on Schedule K-1. 7 Is this partnership a publicly traded partnership as defined in section 469(k)(2)? X 8 During the tax year,did the partnership have any debt that was cancelled,was forgiven,or had the terms modified so as to reduce the principal amount of the debt?. .... ........ ............ .... X ............ ............ .... . ... 9 Has this partnership fled, or is it required to file, Form 8918, Material Advisor Disclosure Statement,to provide Information on arry reportable transaction? X 10 At any time during calendar year 2013,did the partnership have an interest in or a signature or other authority,over a financial account In a foreign country(such as a bank account, securities account, or other financial account)? See the instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts(FBAR)(fo TO F 90.22.1 . If'Yes,'enter the name of the foreign country.► X Pam 1065(2016) DAA SEWARDD 01110 14 11:06 AM Form 1065(2013) SEWARDD INVESTMENTS LLC 80-0572242 Page 3 Schedule B Other Information continued Yes No 11 At any time during the tax year,did the partnership receive a distribution from,or was it the grantor of, or transferor to,a foreign trust? If"Yes,"the partnership may have to file Form 3520,Annual Return To Report Transactions With Foreign Trusts and Receipt of Certain Foreign Gifts. See instructions X 12a Is the partnership making, or had It previously made(and not revoked), a section 754 election? X ............................................ See instructions for details regarding a section 754 election. b Did the partnership make for this tax year an optional basis adjustment under section 743(b)or 734(b)?If"Yes," attach a statement showing the computation and allocation of the basis adjustment. See instructions X ....................................... c Is the partnership required to adjust the basis of partnership assets under section 743(b)or 734(b)because of a substantial built4n kiss(as defined under section 743(d))or substantial basis reduction(as defined under section 734(d))?11'Yes,'attach a statement showng the Dorn utation and allocation of the basis ad' tment.See instructions ........... ....... ..... . X 13 Check this box if,during the current or prior tax year, the partnership distributed any property received in a like-kind exchange or contributed such property to another entity (other than disregarded entities wholly- owned by the partnership throughout the tax ear).............. .... ► 14 At any time during the tax year, did the partnership distribute to any partner a tenancy-in-common or other undivided interest in partnership propffty?.................. X 15 If the partnership is required to file Form 8858. Information Return of U.S. Persons With Respect To Foreign Disregarded Entities, enter the number of Forms 8858 attached. See Instructions► 16 Does the partnership have any foreign partners? If'"Yes,"enter the number of Forms 8805, Foreign Partner's Information Statement of Section 1446 Withholding Tax, filed for this partnership. ► X 17 Enter the number of Forms 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, attached to this return.► 18a Did you make any payments in 2013 that would require you to file Form(s) 1099?See instructions ......................................... X to If"Yes,"did you or will you file required Form(s) 1099?........ .... ...................................................................... 19 Enter the number of Form(s) 5471, Information Return of U.S. Persons With Respect To Certain Foreign Corporations, attached to this return.► 0 20 Enter the number of partners that are foreign governments under section 892.► 0 Designation of Tax Matters Partner (see Instructions) Enter below the general partner or member-manager designated as the tax matters partner(TMP)for the tax year of this return: Naere of IOen4fy'vg TMP TERESA EDWARDS nuMerdTMP , 191-46-3815 It Itre TMP is W Phone,numem ty,name mll ' W TMP rePms%HdthB of TMP Aamassm 227 NORTH 24TH STREET rT ' CAMP HILL PA 17011 F= 1065(m13) SEWARDD 04/142014 11:06 AM Form 1065 (2013) SEWARDD INVESTMENTS LLC 80-0572242 Page 4 Schedule K Partners' Distributive Share Items Total amount 1 Ordinary business income (loss) (page 1, line 22) 1 6,742 2 Net rental real estate income (loss) (attach Form 8825)............................................ .......... 2 3a Other gross rental income (loss) 3a ............................................ b Expenses from other rental activities(attach statement) 3b .............................. c Other net rental income(loss). Subtract line 3b from line 3a 3c w 4 Guaranteed payments .... .. ..... ... ................................. 4 .. ...... .....I........... J 5 Interest income 5 ....................... ...... ... ......................... ...... 6 Dividends: a Ordinary dividends 6a m E to Qualified dividends .... .._.. ....... .6b ._... ......... c0i 7 Royalties � 7 .......... ........ .. ........ ............................ ..... ... ........ 8 Net short-term capital gain (loss) (attach Schedule D (Form 1065)) 8 ............................................ 9a Net long-term capital gain (loss) (attach Schedule D (Form 1065)) 9a b Collectibles (28%) gain (loss) 9b c Unreceptured section 1250 gain(attach statement) 9c 10 Net section 1231 gain (loss) (attach Form 4797) 10 ................................................................ 11 Other income loss see instructions Type► 11 12 Section 179 deduction (attach Form 4562) 12 c 13a Contributions 13a ............ .... ......... ............. .............. .......... to Investment interest expense _ 13b ,o c Section 59(e)(2) expenditures: (1)Type► ................................. .. ......... (2) Amount P- 13C(2)1 d Other deductions (see instructions) Type ► 13d c 14a Net earnings (loss) from self-employment 14a 3,820 .t a w b Gross farming or fishing income 14b w w E c Gross nonfarm income ..... . ... 14c 5,024 15a Low-income housing credit (section 420)(5)) ..... ....... 15a 4 b Low-income housing credit (other) 15b :o c Qualified rehabilitation expenditures (rental real estate) (attach Form 3468) __ __ 15c )u d Other rental real estate credits (see instructions) Type ► 15d e Other rental credits (see instructions) Type ► 15e ...................................... f Other credits see instructions Type ► 15f 16a Name of country or U.S. possession► w b Gross income from all sources .. ..... ........ 16b c c Gross income sourced at partner level 16c o ............................................... .......................... Foreign gross income sourced at partnership level 10 d Passive category► e General category► f Other ► 16f c Deductions allocated and apportioned at partner level E— g Interest expense► In Other ► 16h c Deductions allocated and apportioned at partnership level to foreign source income 'd 1 Passive category► j General category► k Other ► 16k ILL 1 Total foreign taxes (check one): ► Paid Accrued 161 m Reduction in taxes available for credit (attach statement) 16m in Other foreign tax information (attach statement) X 17a Post-1986 depreciation adjustment 17a H E b Adjusted gain or loss ,,. 17b E2 c Depletion (other than oil and gas) 17c EH d Oil, gas, and geothermal properties—gross income 17d 4;c M e Oil, gas, and geothermal properties—deductions 17e Q Q f Other AMT items attach statement).. ..... ........ ........ ....... 17f c 18a Tax-exempt interest income 18a ....... ....... ........................................... ....... ,0—, b Other tax-exempt income 18b E c Nondeductible expenses 18c 0 19a Distributions of cash and marketable securities 19a 21,505 b Distributions of other property 19b ................. ....... ..... ..... ....... y 20a Investment income . . 20a b Investment expenses 20b O .._... ...._._.... ....... .. ....... ....... ........ ...... c Other items and amounts attach statement ...... .. Form 1065(2013) DAA SEWMM 04/142014 11:06 AM Form 1065(2013) SEWARDD INVESTMENTS LLC 80-0572242 Page 5 Analysis of Net Income Loss 1 Net income(loss).Combine Schedule K lines 1 through 11,From the result subtract the sum of Schedule K lines 12 through 13d and 1611 1 1 6,742 2 Analysis by (q Corporate (it) Partnership(it) Individual (III) Individual (v) Exempt (vi) partner type: (active) (passive) Organisation Nominee/Other a General partners to Limited partners 3,8201 2,0171 905 Schedule L Balance Sheets per Books Beginning of tax year End of tax year Assets (a) (b) (c) (d) 1 Cash ......................................... 2a Trade notes and accounts receivable to Less allowance for bad debts ............... 3 Inventories ................................... 4 U.S. government obligations 5 Tax-exempt securities ....................... 6 odw wren assets (8u ataiemen) ..................._......... 7a Loans to partners(o persons related to partners) to Mortgage and real estate loans ............. 8 O1"0r1n`a'"'°"' SEE STMT 2 14,763 (eaad, 4tata,enu ................................ 9a Buildings and other depreciable assets b Less accumulated depredation ............. 10a Depletable assets ........................... to Less accumulated depletion 11 Land(net of any amortization) 12a Intangible assets (amortizable only) b Less accumulated amortization ............. 13 ONa assets (Mad,Stanwood)................................. 14 763 14 Total assets ................................. Liabilities and Capital 15 Accounts payable ........................... 16 Mortgages,notes,bonds payable in less than 1 year 17 otnw cement IlablWes (ammn statement) ...I........................ 18 no r,avamixse roars ............................. 19a Loans from partners(or persons related to partners) to Mortgages,naes,balls payable in 1 year or more...... 20 OOmr uabumes (aaam alwamanq................................. 14 763 21 partners'raptor aaan6 ........................... 22 Total liabilities and capital ................... 14,7631 Schedule M-1 Reconciliation of Income (Loss) per Books With Income (Loss) per Return Note. Schedule M-3 may be required instead of Schedule M-1 (see instructions). 1 Net income (loss)per books 6,742 6 Income recorded on books this year not induced 2 Income included on Schedule K lines 1,2,3c, on Schedule K,lines 1 through 11 (itemize): 5,6a,7,8,9a,10,and 11,not recorded on a Tax-exempt Interest $ books this year ........................... (itemize): ....... ...................... ............................................... S Guarareed paynans(odor tliai heats ksaaxel.... 7 Deductions kdudod on Sdadule K rues 1 tl,mugh 13d, 4 Expenses recorded on books this year not ad 16,not diaged agalmt boat korre M year(rerun): included on Schedule K lines 1 through 13d,and 161(itemize): a Depredation $ .................................. aOopadmlan $ ................................................... br� $ ........................... 8 Add Iines 6 and 7 ............I.............................. ...... I ...... ................... .. . ... .... 9 Income (loss) (Analysis of Ne Income .. ................ 5 Ad. . ..... tl lines 1 th..r...oe n..4.. 6 742 Loss line 1). Subtract line 8 from line 5 . 6,742 Schedule M-2 Analysis of Part ners' Capital Accounts 1 Balance at beginning of year 14,763 6 Distributions: a Cash 21,505 2 Capital contributed: a Cash ........... b Property ....................... b Property ...,"" 7 Other decreases 3 Net income(loss)per books............. 6,742 (itemize): ........................................ 4 oinw maeesos ptemire)' .. .. .. .. ................................... 8 Add lines 6 and 7 21,505 ........................................... ................................ 5 Add lines 1 through 4.................... 21,505 9 Balance at end of year.Subtract line 8 from line 5 0 ore Form 1065(2013) SEWARDD 04/1412014 11.06 AM SCHEDULE B-1(Form 1065) Information on Partners Owning 50% or (Rev.December 2011) More of the Partnership OMB No 1645MW Department of the Treasury ► Attach to Form 1065. See instructions on back. Internal Revenue Sean. Name of partnership Employer Identification number(EIN) SEWARDD INVESTMENTS LLC 80-0572242 Part I Entities Owning 50% or More of the Partnership (Form 1065, Schedule B, Question 3a) Complete columns (i) through (v) below for any foreign or domestic corporation, partnership (including any entity treated as a partnership), trust, tax-exempt organization, or any foreign government that owns, directly or indirectly, an interest of 50% or more in the profit, loss, or capital of the partnership (see instructions). Maximum (ii) Employer (iv) Percentage Owned (i)Name of Entity ItlerNfir(ifi Number (iii)Type of Entity ( any)any) Country of Organization in Profit,Lass, or Capital Part II Individuals or Estates Owning 50% or More of the Partnership (Form 1065, Schedule B, Question 3b) Complete columns (i)through (iv)below for any individual or estate that owns, directly or indirectly, an interest of 50% or more in the profit, loss, or capital of the partnership (see instructions). (iv)Maximum Percentage Owned in (i)Name of Individual or Estate (ii)Identifying Number (iii)Country of Citizenship(see instructions) Profit, Loss, (if any) or Capital TERESA EDWARDS 191-46-3815 UNITED STATES 100.000000 For Paperwork Reduction Act Notice,see the Instructions for Form 1065. Schedule a-1(Fame 1WS)(Rev.12-2011) Dun M 000000 co Fy � O N �5 'a W U [s] a C m O v 01 N I M N3 i M N a O (1 E m v0i z _N C Z N? b r N N N Lu N N 0 t _H c N 3O a 04 LO 0 d E n N V M lr0 lr0 tr0 001 N N d W W .6f r r t V d .i N 1p 1D L y N j JN 7 °c 0 0 0 0 0 0 00 v a Q �5 V c - U Q t0 U � 10 lorrro N 10 �nrrr � � c c A u i M a w mU O o M w s R - In and Z s a N y d � m m v � d A m Z H n a H t�n� � F�Cgp��n ' a W WW $ H q W U O W to l0 E Z P4 c 3 ll � w a OPERATING AGREEMENT FOR SEWARDD INVESTMENTS, LLC A PENNSYLVANIA LIMITED LIABILITY COMPANY THIS OPERATING AGREEMENT is made this day of 2v'� , by and between the members of SEWARDD INVESTMENTS,LLC, a limited liability company refereed to in this Agreement as the"Company" Those members are: DONALD J. EDWARDS,JR., of 1714 Market Street, Camp Hill, Pennsylvania, an adult individual whose membership share shall consist of thirty-five (35%) percent of the Company and whose membership share shall be entitled to thirty-five (35) of votes at all votes cast by membership shares; and TERESA EDWARDS,an adult individual whose membership share shall consist of thirty-five (35%)percent of the Company and whose membership share shall be entitled to thirty-five (35) of votes at all votes cast by membership shares; and CHELSEA G. EDWARDS, whose membership share shall consist of ten (10%) percent of the Company and whose membership share shall be entitled to ten(10) of votes at all votes cast by membership shares; and MADELINE M. EDWARDS,whose membership share shall consist of ten (10%) percent of the Company and whose membership share shall be entitled to ten (10) of votes at all votes cast by membership shares: and DONALD J. EDWARDS, III,whose membership share shall consist of ten(10%) percent of the Company and whose membership share shall be entitled to ten (10) of votes at all votes cast by membership shares. Nk 1 WITNESSETH: WHEREAS,the parties have formed the Company for various purposes, including,but not limited to, the ownership and management of real estate and real property; and WHEREAS, the parties have reached agreement on certain conditions and provisions for the ownership,management, and operation of the Company; and WHEREAS, the parties wish to have their agreement reduced to writing. NOW, THEREFORE, in consideration of the above recitals, the mutual covenants hereinafter set forth, and the contributions to be made by the parties to the Company now and in the future, the parties hereto do hereby covenant, promise, and agree as follows: 1. FORMATION. 1.1 The name of the Company shall be "SEWARDD INVESTMENTS, LLC". 1.2 The principal place of business of the Company shall be 1714 Market Street, Camp Hill, Pennsylvania. The registered office of the Company shall be 1714 Market Street, Camp Hill, Pennsylvania. The registered office or principal place of business may be changed at any time, and the Certificate of Organization of the Company amended accordingly at any time, upon the majority vote of the members of the Company. 1.3 The Company shall commence upon the execution of this Agreement and shall continue until dissolved by mutual agreement of the parties or until terminated as herein provided. 1.4 The Company's fiscal year shall end on the 31 st Day of December of each year hereafter. 2 1.5 The Company is formed for the purpose of business consulting, and for any and all other lawful act, business, or activity for which a limited liability company may be formed under the laws of the Commonwealth of Pennsylvania. •2. MEMBERSHIP. 2.1 There shall be one hundred (100) membership shares which shall be owned as follows: A. Thirty-five (35) shares shall be owned by DONALD J. EDWARDS, JR. He shall own thirty-five (35%) percent of the Company and shall share in thirty-five (35%) percent of all profits, losses, and voting rights of the Company. His membership share shall be entitled to cast thirty-five (35) votes in all votes cast by membership shares. B. Thirty-five (35) shares shall be owned by TERESA EDWARDS. She shall own thirty-five (35%) percent of the Company and shall share in thirty-five (35%) percent of all profits, losses, and voting rights of the Company. Her membership share shall be entitled to cast thirty-five (35) votes in all votes cast by membership shares. C. Ten (10) shares shall be owned by CHELSEA G. EDWARDS. She shall own ten (10%) percent of the Company and shall share in ten (10%) percent of all profits, losses, and voting rights of the Company. Her membership share shall be entitled to cast ten (10) votes in all votes cast by membership shares. D. Ten (10) shares shall be owned by MADELINE M. EDWARDS. She shall own ten (10%) percent of the Company and shall share in ten (10%) percent 3 of all profits, losses, and voting rights of the Company_ Her membership share shall be entitled to cast ten (10) votes in all votes cast by membership shares. E. Ten (10) shares shall be owned by DONALD J. EDWARDS, II1. He `shall own ten (10%) percent of the Company and shall share in ten(10%)percent of all profits, losses, and voting rights of the Company. His membership share shall be entitled to cast ten (10) votes in all votes cast by membership shares. All profits and losses which may accrue to the Company shall be distributed among the membership shares in the proportion they are owned by members. The control of the Company shall be exercised by the membership shares in relation to the votes they are entitled to cast in accordance with this paragraph and each person or persons holding a membership share shall be entitled to vote and exercise the rights of control in the Company through their membership shares and each membership share shall have the votes set forth herein for purposes of control of the Company and its activities. 2.2 No member shall pledge,mortgage, hypothecate, borrow against, or otherwise encumber his membership share in the Company, or any portion thereof, without the prior written consent of the other members. Any attempt to so pledge, mortgage, hypothecate, borrow against, or otherwise encumber his membership share in the Company, or otherwise use his interest in the Company to secure a loan or other debt shall be null and void. Any mortgage against, pledge or hypothecation of, security interest in, lien or encumbrance against, or claim for or against the share of any member, or any attempt to assert, enforce, claim, or create any such matter against the share of any member shall be void, invalid, and unenforceable unless such claim or interest shall have been previously consented to by all of the members. 4 ""--" 1�r +nwlwii�rpair"iwiFS�irfYl�* 5i'°�`••--•"••_... ."Y� t3...aryrwii r - �w.++�+.�.�ei� 2.3 Each membership share shall halm the votes set forth in Paragraph 2.1 in the management of the Company provided. however, that no person other than the Manager shall, without the consent of the Manager or the consent of all of the other members: A. Borrow money in the Company name or for any purpose or utilize collateral owned by the Company as security for any loan; B. Assign, transfer, pledge, compromise or release any of the claims of or debts due the Company, or arbitrate or consent to the arbitration of any disputes or controversies of the Company; C. Make, execute, or deliver any assignment for the benefit of creditors, or any bond, confession of judgment, mortgage, deed, guarantee, indemnity bond, surety bond, or contract to sell or contract of sale for any asset of the Company worth more than $5,000.00; D. Mortgage any Company real estate or any interest therein or enter into any contract for any such purpose; E. Pledge or hypothecate or in any manner transfer his interest in the Company, except as otherwise provided for in this Agreement; F. Become a surety, guarantor or accommodation party to any obligation on behalf of the Company; G. Hire permanent employees, set salary or determine compensation for employees, or enter into contract for services of independent contractors or materials for the Company; H. Make, execute, or deliver any lease for use of Company property; 5 I Commence a lawsuit on behalf of the Company: or J. Write any check, issue any draft,or otherwise issue or authorize any payment on behalf of the Company or of Company funds in excess of$5,000.00. 2.4 Any power, action, or authorization not granted to the Manager by Paragraph 3 hereof shall be exercised by the Company only upon the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote. 2.5 No member shall be permitted to dispose of its membership shares of the Company except as permitted by this Agreement and as outlined as follows: A. If Teresa Edwards should die or wish to dispose of her shares, then those shares shall first be offered to Donald J. Edwards,,Jr. B. If Chelsea G. Edwards should die or wish to dispose of her shares,then those shares shall first be offered to Donald J. Edwards, Jr. C. If Madeline M. Edwards should die or wish to dispose of her shares, then those shares shall first be offered to Donald J. Edwards, Jr. D. If Donald J. Edwards, III, should die or wish to dispose of his shares, then those shares shall first be offered to Donald J. Edwards, Jr. In the event of a request by a member to dispose of any of his or her membership shares, the member who has the first option to purchase the membership shares shall have a period of thirty (30) days from the date of delivery of the written request to purchase from the withdrawing member to accept such offer and purchase the membership shares on the terms and conditions specified in this Agreement. Upon acceptance of the offer to purchase the membership shares, 6 the pwchasing member sha H hmv m shm(60)din-s to pal the purchne prise as defined in this Agreement 2.7 The price to be paid for any membership share transferred pursuant to this Agreement shall be calculated and determined as follows: A. The members shall, upon the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote, designate appraisers who will appraise, in good faith, the real estate owned by the Company and any tangible assets owned by the Company which the members, upon the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote, determine, in good faith, to have a value in excess.of Five Thousand ($5,000.00) Dollars, including, but not limited to, motor vehicles,computers, trade equipment, and fixtures. Such appraisals shall be conducted and concluded within thirty (30) days of the date of notice as required by Paragraph 2.8(A) hereof and the Company shall provide copies of such appraisals to all members. B. The accountant regularly engaged by the Company on the date of the notice provided for in paragraph 2.8(A) hereof shall prepare an adjusted balance sheet listing all assets and-liabilities of the Company as of the date of such notice. In preparing such adjusted balance sheet, the accountant shall make the following adjustments to the book value of the assets and liabilities of the Company: (1) All assets for which appraisals have been conducted pursuant to sub-paragraph (A) hereof shall be valued at the values determined by such appraisals; and (2) There shall be no allowance for goodwill; and 7 (3) All acaapin receia-ble mace than tnnety(90)days old shall be disregarded and not included on Rich balance sheet unless the accountant can certify, in good faith,that such accounts receivable are reasonably certain of collection within the next year. C. The owners' equity determined by the adjusted balance sheet prepared by the accountant pursuant to Paragraph B hereinabove shall be multiplied by the percentage which the membership share of the withdrawing, deceased, or incompetent member bears to the total membership shares of the Company on the date of the notice required by Paragraph 2.8(A) herein. 2.8 The procedure to be used for the transfer of a membership share by a withdrawing member or the representative of a deceased or incompetent member shall be as follows: A. The withdrawing member or the representative of a deceased or incompetent member shall give notice, in accordance with Paragraph 4.1 hereof, within thirty (30) days of the date of withdrawal, death, or adjudication in incompetency of such member. B. Within thirty (30) days of the receipt of such notices, the remaining member shall notify the withdrawing member or the personal representative of the deceased or incompetent member of their decision regarding the purchase of the membership share of such withdrawing, deceased, or incompetent member. C. If the remaining members, or either of them, elect to purchase all or any part of the membership share of the withdrawing, deceased or incompetent member, settlement on such sale and transfer shall be held within ninety (90) days of the date of the notice issued in accordance with sub-paragraph B hereof, at which settlement the withdrawing member or the personal representative of the 8 deceased or-mwmpev=t i s,�bA makm ewmem a m ee:.and defiver any and all do ummts deemed necessary by the Company's legal counsel and accountant to accomplish the orderly transfer of the membership share from the withdrawing, deceased, or incompetent member to the purchasing member or members, and the purchasing member or members shall deliver payment in full for the membership share thus being purchased. D. If the remaining members shall not elect to purchase all or any part of the membership share of the withdrawing, deceased, or incompetent member within thirty (30) days of the notice delivered in accordance with sub-paragraph A hereof, or should the purchasing member or members not tender payment in full at settlement in accordance with sub-paragraph C hereof,then the withdrawing member or the personal representative of the deceased or incompetent member shall be free to sell or otherwise transfer the membership share of the withdrawing, deceased, or incompetent member subject, however to the limitations of Paragraph 2.6 hereof. 2.9 Other than as provided for in this paragraph, there shall not be admitted to membership in the Company any other members or persons without the written consent of all membership shares. 2.10 A member is not liable for the debts, obligations or liabilities of the Company, including liability under any judgment, decree,or order of any court. Further, the Company shall, and by executing this Agreement does hereby covenant, promise, and agree to, indemnify and save harmless any member, including the Manager, from any cost, loss, or liability caused to 9 i R sorb m=bm ^c ont of dr-woe of er 'and its vecifically iin the reimbursement of any and an snoancv`s fees and other costs incurred in dck�any such claim. 3. MANAGEMENT. 3.1 The Company shall designate a Manager who, subject to provisions of this paragraph and Paragraph 3.5 hereof, shall have full charge of the management, conduct, and operation of the Company business and affairs in all respects. The Manager shall be, and hereby is, authorized to take all actions necessary to operate and manage the Company, including those actions expressly denied to other members in Paragraph 2.3 hereof. Notwithstanding the foregoing, however, the Manager shall not be authorized or empowered to determine, conclude, or resolve: A. The interest or share of any member in the capital, profits, or losses of the Company; B. A claim of any member against the Company or the claim of the Company against any member; C. Any other matter inconsistent with or prohibited by this Operating Agreement; all of which matters shall be determined or controlled by this Operating Agreement and, if the provisions of this Operating Agreement do not control such matters, then by the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote,at a meeting of which all members have been given at least ten (10) days advance notice. 10 J, 1 member regardless of the tubes of s that he ovM& Donald J.�dc�ar3s Jr—shzH solely be entitled to name his replacement in his will or in this agreement. In the event Donald J. Edwards, Jr.'s incapacity or disability such that he can no longer manage the Company and in the event that he has not named a replacement, Donald J. Edwards, Jr., names his wife Teresa Edwards as his replacement. In the event that Teresa either dies, becomes incapacitated or disabled such that she can no longer serve as managing member,then and on after the occurrence of one of those events shall the then-current membership shares elect a replacement manager upon unanimous vote of all of the outstanding membership shares at that time. 3.3 The Manager shall oversee and be responsible for the financial affairs of the Company. In that regard, it shall be the Manager's responsibility to maintain the following: A. An individual capital account for each member, consisting of his or her contribution to the initial capital of the Company as: Increased by: (1) Any additional contributions to the capital of the Company made by such member after the initial contribution; and (2) Any amounts transferred from such member's income account to such member's capital account. Decreased by: (1) Any distributions made to such member in reduction of the Company's capital; and 11 i Qre aaoommOfibemembem S. An individual mccn=account for each member. Each nwmbWs share of the net profits of the Company shall be credited to that income account and each member's share of any net loss suffered by the Company shall be charged to that income account, unless he or she has no credit balance in their income account at that time, in which event such losses shall be charged to such member's capital account. All withdrawals by a member shall be charged to his or her income account and, if the income account of a member has been overdrawn, the deficiency shall be made good, upon the.demand of the Manager, by a transfer from such member's capital account to such member's income account. If the capital account of a member has been impaired, his or her share of subsequent Company profits shall be first credited to his or her capital account, until that account has been restored, before such payments are credited to his income account. If the capital account of a member has been overdrawn, the deficiency shall be made good by a cash payment to the Company by such member within thirty (30) days of the date of a demand for such contribution by the Manager. C. Accurate books of account in which all matters relating to the Company and its operations, including all income, assets, expenditures, and liabilities, shall be entered. Such books shall be kept on a cash basis and the 12 A lsa�e aa21-RAe10rsartamdi .ar by any member,ar dw rr. ce a€=y at ar6mr- D. A complete acoou sting of the fmancW affairs of the Cater as of t the close of business on the last business day of the Company's fiscal.ear, rendered to each member within ninety(90)days after the close of each such fiscal year. 3.4 The Manager shall receive such compensation as the members of the company shall determine upon the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote. Other than such compensation paid by the Company, no member, including the manager, shall receive compensation for his or her services to the Company except upon the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote. The Manager shall have authority, however, to issue reimbursement to any member, including the Manager, for expenses or costs advance by such member on behalf of the Company from which the Company derived a direct benefit. 3.5 The Manager shall have full authority to enter contracts, incur obligation, issue payments, enter leases, and take such other steps and make such other business decisions for the Company, except as follows: A. The Manager may not incur obligations on behalf of the Company or pledge any Company assets to secure obligations in an amount in excess of One Hundred Thousand ($100,000.00)Dollars except upon the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote; and 13 i , S. T1iar�I'a ��ii�carpes� ic members of his fi=e&ft f=tra a V S=i 2 salsase fea Tibmewd ($10,000.00) Dollars except upon the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote; and C. The Manager may not make payment to any party or entity from Company funds or assets in any amount in excess of fifty Thousand ($50,000.00) Dollars, except upon the affirmative vote of a majority of the votes cast by all membership shares then authorized to vote. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and business-like manner and shall devote such time to the Company affairs as the Manager shall, in good faith, determine to be reasonably necessary for the conduct of the affairs of the Company provided, however, that all parties expressly agree and understand that the Manager shall not be required to devote his entire time or attention to the business of the Company. 4. GENERAL PROVISIONS. 4.1 Any and all notices between the parties to this agreement, the Company, the Manager, and the members, shall be in writing and shall be deemed duly served when personally delivered to the party to whom the notice is directed or, in lieu, of such personal service, when deposited in the United States Mail, certified or registered mail, postage prepaid, addressed to such person or persons at the address listed for such person or persons in this Operating Agreement or to such other address as may be specified, from time to time, in any written notice from such person or persons to the Company and thereafter maintained in the Company's records as the residence of such person or persons. 14 4.3 This Operating Agreement contains the sole and only agreement of the parties relating to the Company and their membership interests therein. It correctly sets forth the rights, dirties,and obligations of each party to the other and to the Company. Any prior agreements, pranism negotiation&or representations not expressly set forth in this Operating Agreement s'ti`ll have no force and etiect hereafter. 4.1 This Operating Agreement shall be modified or amended only upon the affirmative Vote of a majority of the votes cast by all membership shares then authorized to vote at a meeting to which all members have received at least ten (10) days advance notice in writing. 4.5 This Operating Agreement shall be interpreted, applied and enforced in accordance with the laws of the, and by the Courts of, the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. /� WITNESS DONALD J. PXA JR. WITNESS /ElSSAA EDWA S WITNESS &EL AZi. F ARDS MAWE rWDS 1V�f WITNESS DONALD J. EDWARDS, III SEWARDD INVESTMENTS, LLC, does hereby set its hand and seal, by execution hereof by its Manager, Donald J. Edwards,Jr. to the foregoing document to evidence its knowledge of and consent to such Operating Agreement and the terms and provisions thereof. 15 ,,r i Rev-1508 EX.(11-10) SCHEDULE E pennsylvania CASH, BANK DEPOSITS, & MISC. DEPARTMENT OF REVENUE INHERITANCE TAX RETURN PERSONAL PROPERTY RESIDENT DECEDENT ESTATE OF FILE NUMBER Edwards, Donald J Jr. 21-13-0907 Include the proceeds of litigation and the date the proceeds were received by the estate. All property jointly-owned with the right of survivorship must be disclosed on schedule F. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 1996 Four Wynns Horizon boat 1,000.00 2 Automobile-2005 Volvo 10,000.00 3 Automobile -1999 Volvo 1,000.00 4 Automobile-2011 Ford 15,000.00 5 Automobile-2012 Genuine Buddy scooter 2,200.00 6 Automobile-2001 Ford Expedition 3.000.00 7 Automobile-2009 Vespa Monte Carlo scooter 1,200.00 TOTAL(Also enter on Line 5, Recapitulation) 33,400.00 (If more space is needed,additional pages of the same size) Copyright(c)2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule E(Rev. 11-10) REV-1511 EX.(10-09) pennsylvania SCHEDULE H DEPARTMENT OF REVENUE FUNERAL EXPENSES AND INHERITANCE TAX RETURN RESIDENT DECEDENT ADMINISTRATIVE COSTS ESTATE OF FILE NUMBER Edwards, Donald J Jr. 21-13-0907 Decedent's debts must be reported on Schedule I. ITEM DESCRIPTION AMOUNT N A. FUNERAL EXPENSES: See continuation schedule(s) attached 2,405.00 B. ADMINISTRATIVE COSTS: 1. Personal Representative's Commissions Name of Personal Representative(s) Street Address City State DO Year(s)Commission Paid 2. Attornev's Fees Michael L. Bangs 5,000.00 3. Family Exemption: (If decedent's address is not the same as claimant's,attach explanation) 3,500.00 Claimant Teresa Edwards Street Address 227 North 24th Street City Camp Hill State PA ZiD 17011 Relationshio of Claimant to Decedent Spouse 4. Probate Fees 200.00 5. Accountant's Fees 6. Tax Return Preparer's Fees 7. Other Administrative Costs 200.00 See continuation schedule(s) attached TOTAL(Also enter on line 9, Recapitulation) 11,305.00 Copyright(c)2009 form software only The Lackner Group, Inc. Form PA-1500 Schedule H(Rev. 10-09) SCHEDULE H FUNERAL EXPENSES AND ADMINISTRATIVE COSTS continued ESTATE OF FILE NUMBER Edwards, Donald J Jr. 21-13-0907 ITEM NUMBER DESCRIPTION AMOUNT Funeral Expenses 1 Evans Cremation Service -Funeral Expense 2,405.00 H-A 2,405.00 Other Administrative Costs 2 Cumberland Law Journal -estate advertisement 75.00 3 The Patriot News Co. -estate advertisement 125.00 H-87 200.00 Copyright(c)2002 form software only The Lackner Group, Inc. Forth PA-1500 Schedule H(Rev.6-98) Rev-1512 EX.(12-05) SCHEDULE 1 pennsylvania DEBTS OF DECEDENT, DEPARTMENT OF REVENUE INHERITANCE TM RETURN MORTGAGE LIABILITIES AND LIENS RESIDENT DECEDENT ESTATE OF FILE NUMBER Edwards, Donald J Jr. 21-13-0907 Report debts Incurred by the decedent prior to death that remained unpaid at the date of death,including unreimbumed medical expenses. ITEM VALUE AT DATE NUMBER DESCRIPTION OF DEATH 1 Medical bills of decedent 500.00 2 Members 1st Federal Credit Union-automobile loan on Ford Fusion and 1999 Volvo 14,349.96 TOTAL(Also enter on Line 10, Recapitulation) 14,849.96 (If more space is needed,additional pages of the same size) Copyright(c)2008 form software only The Lackner Group, Inc. Form PA-1500 Schedule I(Rev. 12-08) REV-1513 EX.(01-10) pennsylvania SCHEDULE J DEPARTMENT OF REVENUE INHERITANCE TAX RETURN BENEFICIARIES RESIDENT DECEDENT ESTATE OF FILE NUMBER Edwards, Donald J Jr. 21-13-0907 NAME AND ADDRESS OF RELATIONSHIP TO SHARE OF ESTATE AMOUNT OF ESTATE NUMBER PERSON(S1 RECEIVING PROPERTY DECEDENT - (Words) ($$$) I• TAXABLE DISTRIBUTIONS [include outright spousal distributions,and transfers under Sec. 9116(a)(1.2 Teresa Edwards Spouse Entire 227 North 24th Street Camp Hill, PA 17011 Total Enter dollar amounts for distributions shown above on lines 15 throw h 18 on Rev 1500 cover sheet,as appiopr iate. NON-TAXABLE DISTRIBUTIONS: II. A.SPOUSAL DISTRIBUTIONS UNDER SECTION 9113 FOR WHICH AN ELECTION TO TAX IS NOT TAKEN B.CHARITABLE AND GOVERNMENTAL DISTRIBUTIONS TOTAL OF PART II -ENTER TOTAL NON-TAXABLE DISTRIBUTIONS ON LINE 13 OF REV-1500 COVER SHEET Copyright(c)2010 form software only The Lackner Group, Inc. Form PA-1500 Schedule J(Rev.01-10) LAST WILL AND z_. �^r�F lCis OF OF 1 29 12�� 2DONALD JOHN EDWARDS, F(1 0F,PHA."IS' COURT I, DONALD JOHN EDWARDS, JR, a residARR"RaRg-dainty, Pennsylvania, being of sound and disposing mind and memory,do make, publish and declare this to be my Last Will and Testament, hereby revoking all Wills and Codicils by me at any time made. ITEM I: TAXES. I direct that all inheritance and estate taxes becoming due by reason of my death, whether such taxes may be payable by my Estate or by any recipient of any prop- erty, shall be paid by my Executor out of the property passing under this Will, which is not spe- cifically bequeathed or devised, as an expense and cost of administration of my Estate. My Ex- ecutor shall have no duty or obligation to obtain reimbursement for any such tax paid by my Ex- ecutor,even though on proceeds of insurance or other property not passing under this Will. ITEM 11: POWERS OF APPOINTMENT. I hereby exercise all powers of appoint- ment which I may have at the time of my death in favor of my Executor, and all property subject to all such powers of appointment shall be included in my Estate. ITEM III: PERSONAL POSSESSIONS. I hereby give and bequeath all of my house- hold furniture and furnishings, automobiles, books, pictures, jewelry, china, linen, silverware, wearing apparel and all other articles of household or personal use and adornment to my spouse, TERESA ANNE EDWARDS, if she survives me or, if she does not, in equal shares to such of my children as survive me. Any such articles to which minors may become entitled hereunder but which my Executor, in my Executor's sole discretion, deems unsuitable for such minors shall be sold, and the proceeds from said sale shall be added to my residuary estate. Any of such Page 1 of 4 Pages I�e A) articles to which a minor becomes entitled and which are not sold may be delivered to the person with whom the minor resides or who has the care or control of the minor without bond and the receipt of such person shall be a complete release of my Executor. ITEM IV: RESIDUAL ESTATE. I give, devise and bequeath all of the rest, residue and remainder of my property, real, personal and mixed, to my spouse, TERESA ANNE ; i EDWARDS, if she survives me or, if she does not,per stirpes, to such of my issue as survive me ITEM V: EXECUTOR'S POWERS. In the settlement of my Estate, my Executor r shall possess, among others,the following powers: (a) To sell, either at public or private sale and upon such terms and conditions as my Executor may deem advantageous to my Estate, any or all real or personal estate or interest therein, whether owned by me separately or in conjunction with other persons or acquired after my death by my Executor and to consummate said sale or sales by sufficient deeds or other instru- ments to the purchaser or purchasers, conveying a fee simple title, free and clear of all trust and without liability of the purchaser or purchasers to see i to the application of the purchase money or to make inquiry into the valid- ity of said sale or sales; also, to make, execute, acknowledge and deliver 1 any and all deeds, assignments, options or other writings which may be necessary or desirable in carrying out any of the powers conferred upon my Executor in this paragraph or elsewhere in my Will. (b) To pay all costs, taxes, expenses and charges in connection with the ad- ministration of my Estate. Page 2 of 4 Pages G.�Nr {c) To distribute my Estate in kind or in money. In the evaa a :are dis I tributed in kind, such assets shall be distributed at their value(s) on the re- spective date(s)of their distribution. (d) To do all other acts in the judgment of my Executor necessary or desirable for the ro r and advantageous p pe management, investment and distribution of my Estate. l � TTEl►I VI GUr1ItDxAlYS'"1� OF Edwards, and I am survived by any unmarried minor children, l hereby nominate, constitute and appoint my sister-in-law and brother-in-Iaw, SHARON and THOMAS STEINER, of tramp Hill, Pennsylvania, or the survivor of them, to serve as guardian of the person of each such child. ITEM VII: GUARDIANSHIP OF ASSETS. If at any time any minor child shall be entitled to receive any assets hereunder, WAYPOINT BANK, having offices in and around Harrisburg, Pennsylvania, shall act as Guardian of the assets payable to such child. Said Guardian may receive and administer all assets authorized by law and shall have full authority to use such assets, both principal and income, in any manner said Guardian shall deem advisable i for the best interests of such child, including college, university,.post-graduate or other education,without securing court order. Said Guardian shall have all the rights and priivileges as to the Guardianship(s) and the assets thereof as are herein granted to my'Executor as to°my Estate and the assets therein. j s ITEM VIII: SLWUTANEOUS DEATH. Any person who shall have died at the same time as me or in a common disaster with me or under such circumstances that it is difficult or impossible to determine who died first, shall be deemed to have predeceased me. i 1 �_Y Page 3 of 4 Pages UEM IX: EIMCUTOK I F Ii TERESA ANNE EDWARDS, to be ray Executor. In the event of the death, resignation, refusal or inability of my spouse to serve as my Executor, I appoint my father, DONALD J. EDWARDS, to be my Executor. My Executor and Guardian specifically are relieved from the duty or obligation of filing any bond or other security. IN WITNESS WHEREOF, I have hereunto set my hand and seal to this, my last Will and Testament, consisting of this and the preceding three (3)pages, at the end of each page of gre�Lerctm[y andbetter"idediaficat►on taus day of 3 November,2403. Page 4 of 4 Pages � {SEAL} Donald John Edwards,Jr, We, the undersigned, hereby certify that the foregoing Will was signed, sealed,published and declared by the above-named Testator, as and for his Last Will and Testament, in the pres- ence of us who, at his request and in his presence and in the presence of each other, have here- unto set our hands and seals the day and year above written, and we certify that at the time of the execution thereof,the said Testator was of sound and disposing mind and memory. t (SEAL) Residing AI,} Residing at AFMAVTf ` COMMONWEALTH OF PENNSYLVANIA : SS: COUNTY OF DAUPHIN We, the undersigned Testator and Witnesses, respectively, whose names are signed to the attached or foregoing instrument, being duly qualified according to law, do depose and declare to the undersigned authority that: 1. The Testator signed and executed the instrument as the Testator's Last Will and w , Testament. x ` y°. =2 ''tTie Testator signed and executed the Will willingly as the Testator's free and a voluntary act for the purposes therein expressed. 3. Each of the Witnesses, in the presence and hearing of the Testator, signed the Will as a witness. 4. To the best of the knowledge of each of the undersigned, the Testator was at the time 18 years of age or older, of sound mind and under no constraint or undue influence. "Testator") ( ss ("Witness' ` ('Witness' Sworn or affirmed and subscribed to before me by the above-named Testator and Wit- nesses,this 77- day of November, 2003. Notarf Public (SEAL) NOTARIAL SEAL GERALDINE J.SCRBACIC,Notary Rjbk qty or Hantburg, DaupW (amtyr My Commission Expires Nov.20,2006 - - W w o � ¢ ¢ a c (mac rn C7DN a¢in°cvo cz (/1 C y m U O 03 d e U (7 C o N o � 8 � UOU O H 8�ue n°ei �T 1 y Ii / BANGS LAW OFFICE, LLC 429 SOUTH IS TO STREET CAMP HILL, PA 17011 'PHONE: 717-730-7310 FAX:, 717-730-7374 E-mail: mikebanasnverizon.net MICHAEL L. BANGS,Attorney-at-Law WILLIAM E.MILLER,JR. WENDY K. STRAUB, Paralegal Of Counsel May 12, 2014 Lisa M. Grayson, Register of Wills Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013 RE: Estate of Donald J. Edwards, Jr. File No. 21-13-0907 Dear Ms. Grayson: Enclosed you will find the following: 1. The original and one copy of the Pennsylvania inheritance tax return; 2. The original inventory. Kindly time-stamp the copy of Page 1 and return it to me in the enclosed, stamped, pre-addressed envelope. If you have any questions or require anything further, please contact me. Thank you. Very truly yours, Michael L. Bangs r . wks �I ; Enclosures 'm cc: Mrs. Teresa Edwards