Exhibit 99.1
| MEDIA CONTACT |
Robin J. Lampe | |
Phone: 785.856.9350 | |
| |
INVESTOR CONTACT | |
Darius G. Nevin | |
Phone: 785.856.9368 |
PROTECTION ONE ANNOUNCES FIRST QUARTER 2010
FINANCIAL RESULTS
Cash balances increase by $7.2 million in first quarter
Retail net attrition improves 160 basis points
LAWRENCE, Kan., May 13, 2010 — Protection One, Inc. (Nasdaq:PONE), one of the largest electronic security companies in the United States, today reported financial results for the first quarter ended March 31, 2010. All comparisons below are to the quarter ended March 31, 2009 unless otherwise indicated.
Richard Ginsburg, Protection One’s president and chief executive officer, said, “We began the year with a quarter that showed continued progress in managing costs, lowering net debt, and reducing attrition. We executed well in all three business units this quarter with our continued focus on making sure we deliver the best customer experience while maintaining financial discipline.”
Adjusted EBITDA, Recurring Monthly Revenue (“RMR”), and Net Debt, as described in this release, are all non-GAAP financial measures. Please see the attached schedules for a more detailed explanation of these non-GAAP measures and a reconciliation to the most directly comparable GAAP financial measures.
First Quarter Results
Revenue in the first quarter of 2010 decreased 5% to $88.3 million from $93.0 million. Monitoring and related services revenue decreased due to lower Wholesale monitoring revenue, because as of November 1, 2009 we no longer provide monitoring services to one of the unit’s largest customers. Lower Retail and Multifamily average customer bases and related RMR also contributed to the decrease.
The Company’s focus on the commercial market resulted in an increase in equipment sales, which is reflected in installation and other revenue.
Monitoring and related services margin improved to 69.8% in the first quarter of 2010 from 69.2% in the same period in 2009 primarily due to a reduction in lower margin Wholesale monitoring and related services revenue.
Operating income in the first quarter of 2010 decreased approximately $0.7 million to $7.8 million from $8.5 million in 2009 because the Company recorded a $2.1 million loss in the first quarter of 2010 in connection with the termination of a lease agreement and write-off of the related leasehold improvements. Excluding these expenses, decreases in costs of monitoring and related services, selling expense and amortization and depreciation expense more than offset lower monitoring and related services revenue.
The Company reported a net loss of $(4.8) million or $(0.19) per share in the first quarter of 2010 compared to a net loss of $(2.8) million or $(0.11) per share in the prior year. Lower operating income as mentioned above, an increase in non-cash amortization of debt discount as a result of the amendment to our senior credit facility in the fourth quarter of 2009, and income tax expense contributed to the decrease.
Non-GAAP Results
Adjusted EBITDA
Adjusted EBITDA improved by approximately $0.3 million to $29.3 million in the first quarter of 2010 from $29.0 million in the same period in 2009. Lower operating expenses, including legal fees, bad debt expense and healthcare costs, more than offset a decline in monitoring and related services revenue.
Net Debt
The Company’s total debt and capital leases, excluding debt premiums and discounts, was $446.1 million as of March 31, 2010 compared to $447.3 million as of December 31, 2009. Cash and
cash equivalents on hand increased to $33.3 million at March 31, 2010 from $26.1 million at December 31, 2009. The Company reduced its Net Debt, which is the sum of the face value of our debt and capital leases less cash and cash equivalents, by $8.4 million in the first quarter of 2010 to $412.8 million.
Recurring Monthly Revenue and Attrition
The Company’s Retail reporting unit ended the first quarter of 2010 with $20.0 million of RMR, which was down from $20.4 million in the first quarter of 2009. Annualized net Retail attrition in the first quarter of 2010 improved significantly to 9.0% from 10.6% in the first quarter of 2009 due to fewer cancellations for non-payment and other financial reasons. The Retail reporting unit added $426,000 of RMR in the first quarter of 2010 compared to $450,000 in the same quarter a year ago. Net costs incurred related to Retail RMR additions were $12.5 million in the first quarter of 2010 compared to $12.6 million in the first quarter of 2009.
The Wholesale reporting unit ended the first quarter of 2010 with $3.0 million of RMR compared to $4.0 million one year earlier. The reduction in Wholesale RMR is because as of November 1, 2009 we no longer provide monitoring services to one of this unit’s largest customers as previously mentioned. The net change in Wholesale RMR during the first quarter of 2010 was a net increase of $16,000 compared to a net reduction of $(11,000) during the same period in 2009.
The Multifamily reporting unit ended the first quarter of 2010 with $1.9 million of RMR compared to $2.1 million one year earlier. The decline is a result of Multifamily’s ongoing strategy of enhancing cash flow by focusing on serving and upgrading existing customers rather than on actively pursuing growth from new customers. Multifamily gross attrition decreased to 6.4% in the first quarter of 2010, representing a significant reduction from 34.9% in the year earlier period when several large customers terminated for financial reasons.
Important Information About the Tender Offer
As previously announced, on April 26, the Company entered into a definitive agreement to be acquired by Protection Holdings, LLC, an affiliate of GTCR Golder Rauner II, L.L.C. (“GTCR”). On May 3,
2010, Protection Acquisition Sub, Inc., an indirect wholly-owned subsidiary of Protection Holdings, LLC, commenced a tender offer to purchase all of our outstanding common stock for $15.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Protection Acquisition Sub, Inc.’s Offer to Purchase dated May 3, 2010, and in the related Letter of Transmittal, as each may be amended or supplemented from time to time.
This communication is not an offer to purchase or a solicitation of an offer to sell securities of Protection One. Protection Acquisition Sub, Inc., a Delaware corporation (“Purchaser”), Protection Holdings, LLC, a Delaware limited liability company and Purchaser’s indirect parent, GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership, and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company, have filed with the SEC a tender offer statement on Schedule TO (and an amendment thereto) containing an offer to purchase all of the outstanding shares of common stock of Protection One, form of letter of transmittal and other documents relating to the offer. Protection One has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 (and an amendment thereto) with respect to the offer. If applicable, Protection One will file a proxy statement in connection with the merger, the second step of the proposed transaction, at a later date. Documents relating to the tender offer were mailed to stockholders of record and were also distributed to beneficial owners of common stock of Protection One. The solicitation of tenders of common stock of Protection One is only being made pursuant to the offer to purchase, the letter of transmittal and related documents. Stockholders are advised to read the offer to purchase and the letter of transmittal, the solicitation/recommendation statement on Schedule 14D-9, the proxy statement (if applicable) and all related documents and amendments to the foregoing if and when available, as they contain or will contain important information about the tender offer and proposed merger. Copies of the solicitation/recommendation statement and other filings containing information about Protection One, the tender offer and the merger may be obtained, if and when available, without charge, from the SEC’s website at www.sec.gov or by contacting the Information Agent for the offer, Innisfree M&A Incorporated, toll-free at (888) 750-5834. You may also read and copy any reports, statements and other information filed by Protection Acquisition Sub, Inc. or Protection One at the SEC public reference room at 100 F
Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for further information on its public reference room.
Forward-looking Statements: Certain matters discussed in this news release are “forward-looking statements.” The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words or phrases such as “we believe,” “we anticipate,” “we expect” or words of similar meaning or their negatives. Forward-looking statements may describe our future plans, objectives, expectations or goals, including, but not limited to, with respect to our earnings and financial condition, RMR additions, attrition, investment in acquiring new customers, debt levels and liquidity. Our actual results may differ materially from those discussed here as a result of numerous factors, including, but not limited to, our entering into a definitive agreement to be acquired by an affiliate of GTCR, our substantial debt obligations, and competition. See our Annual Report on Form 10-K for the period ended December 31, 2009, which was filed with the SEC on March 24, 2010, as amended by the Form 10-K/A filed with the SEC on April 30, 2010, and our Quarterly Report on Form 10-Q for the period ended March 31, 2010, which is expected to be filed with the SEC on May 13, 2010, for a further discussion of factors affecting our performance. Protection One disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this news release.
Protection One is one of the largest vertically integrated national providers of sales, installation, monitoring, and maintenance of electronic security systems to homes and businesses and has been recognized as one of “America’s Most Trustworthy Companies” by Forbes.com. Network Multifamily, Protection One’s wholly owned subsidiary, is the largest security provider to the multifamily housing market. The Company also owns the nation’s largest provider of wholesale monitoring services, the combined operations of CMS and Criticom International. For more information about Protection One, visit www.ProtectionOne.com.
PROTECTION ONE, INC.
and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
|
| Three Months |
| ||||
|
| Ended March 31, |
| ||||
(in thousands, except per share amounts) |
| 2010 |
| 2009 |
| ||
Revenue |
|
|
|
|
| ||
Monitoring and related services |
| $ | 77,450 |
| $ | 83,533 |
|
Installation and other |
| 10,865 |
| 9,469 |
| ||
Total revenue |
| 88,315 |
| 93,002 |
| ||
|
|
|
|
|
| ||
Cost of revenue (exclusive of amortization and depreciation shown below): |
|
|
|
|
| ||
Monitoring and related services |
| 23,356 |
| 25,746 |
| ||
Installation and other |
| 12,761 |
| 12,041 |
| ||
Total cost of revenue (exclusive of amortization and depreciation shown below) |
| 36,117 |
| 37,787 |
| ||
|
|
|
|
|
| ||
Selling |
| 12,276 |
| 13,063 |
| ||
General and administrative |
| 20,969 |
| 21,323 |
| ||
Amortization and depreciation |
| 11,118 |
| 12,349 |
| ||
Total operating expenses |
| 44,363 |
| 46,735 |
| ||
Operating income |
| 7,835 |
| 8,480 |
| ||
|
|
|
|
|
| ||
Other expense |
|
|
|
|
| ||
Interest expense, net |
| 11,872 |
| 11,103 |
| ||
|
|
|
|
|
| ||
Loss before income taxes |
| (4,037 | ) | (2,623 | ) | ||
|
|
|
|
|
| ||
Income tax expense |
| 725 |
| 178 |
| ||
Net loss |
| $ | (4,762 | ) | $ | (2,801 | ) |
|
|
|
|
|
| ||
Other comprehensive income (loss), net of tax |
|
|
|
|
| ||
Net change in fair value of derivatives |
| 1,855 |
| 341 |
| ||
Comprehensive loss |
| $ | (2,907 | ) | $ | (2,460 | ) |
|
|
|
|
|
| ||
Basic and diluted net loss per common share |
| $ | (0.19 | ) | $ | (0.11 | ) |
|
|
|
|
|
| ||
Weighted average common shares outstanding |
| 25,374 |
| 25,317 |
| ||
PROTECTION ONE, INC.
and Subsidiaries
Supplemental Financial Information
(unaudited)
|
| Three Months |
| ||||
|
| Ended March 31, |
| ||||
(in thousands) |
| 2010 |
| 2009 |
| ||
Segment Information |
|
|
|
|
| ||
|
|
|
|
|
| ||
Retail |
|
|
|
|
| ||
Revenue |
|
|
|
|
| ||
Monitoring and related services |
| $ | 62,017 |
| $ | 63,717 |
|
Installation and other |
| 9,784 |
| 8,950 |
| ||
Total revenue |
| 71,801 |
| 72,667 |
| ||
|
|
|
|
|
| ||
Cost of revenue (exclusive of amortization and depreciation shown below): |
|
|
|
|
| ||
Monitoring and related services |
| 16,836 |
| 17,203 |
| ||
Installation and other |
| 12,124 |
| 11,208 |
| ||
Total cost of revenue (exclusive of amortization and depreciation shown below) |
| 28,960 |
| 28,411 |
| ||
|
|
|
|
|
| ||
Selling |
| 11,598 |
| 12,394 |
| ||
General and administrative |
| 17,718 |
| 17,638 |
| ||
Amortization and depreciation |
| 9,323 |
| 10,280 |
| ||
Total operating expenses |
| 38,639 |
| 40,312 |
| ||
|
|
|
|
|
| ||
Operating income |
| $ | 4,202 |
| $ | 3,944 |
|
Operating margin |
| 5.9 | % | 5.4 | % | ||
|
|
|
|
|
| ||
Wholesale |
|
|
|
|
| ||
Revenue |
|
|
|
|
| ||
Monitoring and related services |
| $ | 9,270 |
| $ | 12,579 |
|
Other |
| 879 |
| 184 |
| ||
Total revenue |
| 10,149 |
| 12,763 |
| ||
|
|
|
|
|
| ||
Cost of revenue (exclusive of amortization and depreciation shown below): |
|
|
|
|
| ||
Monitoring and related services |
| 4,807 |
| 6,769 |
| ||
|
|
|
|
|
| ||
Selling |
| 520 |
| 457 |
| ||
General and administrative |
| 2,140 |
| 2,316 |
| ||
Amortization and depreciation |
| 1,054 |
| 1,201 |
| ||
Total operating expenses |
| 3,714 |
| 3,974 |
| ||
|
|
|
|
|
| ||
Operating income |
| $ | 1,628 |
| $ | 2,020 |
|
Operating margin |
| 16.0 | % | 15.8 | % | ||
|
|
|
|
|
| ||
Multifamily |
|
|
|
|
| ||
Revenue |
|
|
|
|
| ||
Monitoring and related services |
| $ | 6,163 |
| $ | 7,237 |
|
Installation and other |
| 202 |
| 335 |
| ||
Total revenue |
| 6,365 |
| 7,572 |
| ||
|
|
|
|
|
| ||
Cost of revenue (exclusive of amortization and depreciation shown below): |
|
|
|
|
| ||
Monitoring and related services |
| 1,713 |
| 1,774 |
| ||
Installation and other |
| 637 |
| 833 |
| ||
Total cost of revenue (exclusive of amortization and depreciation shown below) |
| 2,350 |
| 2,607 |
| ||
|
|
|
|
|
| ||
Selling |
| 158 |
| 212 |
| ||
General and administrative |
| 1,111 |
| 1,369 |
| ||
Amortization and depreciation |
| 741 |
| 868 |
| ||
Total operating expenses |
| 2,010 |
| 2,449 |
| ||
|
|
|
|
|
| ||
Operating income |
| $ | 2,005 |
| $ | 2,516 |
|
Operating margin |
| 31.5 | % | 33.2 | % | ||
PROTECTION ONE, INC.
and Subsidiaries
Supplemental Financial Information (cont.)
(unaudited)
|
| Three Months |
| ||||
|
| Ended March 31, |
| ||||
(in thousands) |
| 2010 |
| 2009 |
| ||
Supplemental Financial Information |
|
|
|
|
| ||
|
|
|
|
|
| ||
FAS 123(R) Expense in G&A |
|
|
|
|
| ||
Retail |
| $ | 192 |
| $ | 314 |
|
Wholesale |
| — |
| — |
| ||
Multifamily |
| — |
| — |
| ||
FAS 123(R) expense in G&A |
| 192 |
| 314 |
| ||
|
|
|
|
|
| ||
Amortization of Deferred Costs in Excess of Amort. of Deferred Rev. |
|
|
|
|
| ||
Retail |
| $ | 6,747 |
| $ | 7,289 |
|
Wholesale |
| — |
| — |
| ||
Multifamily |
| 519 |
| 544 |
| ||
Amortization of deferred costs in excess of amort. of deferred rev. |
| 7,266 |
| 7,833 |
| ||
|
|
|
|
|
| ||
Investment in New Accounts and Rental Equipment, Net |
|
|
|
|
| ||
Retail |
| $ | 5,289 |
| $ | 5,261 |
|
Wholesale |
| — |
| — |
| ||
Multifamily |
| 95 |
| 951 |
| ||
Investment in new accounts and rental equipment, net |
| 5,384 |
| 6,212 |
| ||
|
|
|
|
|
| ||
Property Additions, Exclusive of Rental Equipment, Net |
|
|
|
|
| ||
Retail |
| $ | 637 |
| $ | 995 |
|
Wholesale |
| 296 |
| 193 |
| ||
Multifamily |
| 39 |
| — |
| ||
Property additions, exclusive of rental equipment, net |
| 972 |
| 1,188 |
| ||
PROTECTION ONE, INC.
and Subsidiaries
Supplemental Financial Information (cont.)
(unaudited)
|
| Three Months |
| ||||
|
| Ended March 31, |
| ||||
(in thousands) |
| 2010 |
| 2009 |
| ||
Supplemental Financial Information (Non-GAAP) |
|
|
|
|
| ||
|
|
|
|
|
| ||
Recurring Monthly Revenue (RMR) |
| $ | 24,949 |
| $ | 26,475 |
|
|
|
|
|
|
| ||
RMR Rollforward - Retail |
|
|
|
|
| ||
Beginning RMR |
| $ | 20,107 |
| $ | 20,543 |
|
RMR additions from direct sales |
| 423 |
| 450 |
| ||
RMR additions from account purchases |
| 3 |
| — |
| ||
RMR losses |
| (600 | ) | (682 | ) | ||
Price increases and other |
| 68 |
| 122 |
| ||
Ending RMR |
| $ | 20,001 |
| $ | 20,433 |
|
|
|
|
|
|
| ||
RMR Rollforward - Wholesale |
|
|
|
|
| ||
Beginning RMR |
| $ | 3,031 |
| $ | 3,998 |
|
Net change in Wholesale RMR |
| 16 |
| (11 | ) | ||
Ending RMR |
| $ | 3,047 |
| $ | 3,987 |
|
|
|
|
|
|
| ||
RMR Rollforward - Multifamily |
|
|
|
|
| ||
Beginning RMR |
| $ | 1,919 |
| $ | 2,205 |
|
RMR additions from direct sales |
| 8 |
| 27 |
| ||
RMR losses |
| (31 | ) | (185 | ) | ||
Price increases and other |
| 5 |
| 8 |
| ||
Ending RMR |
| $ | 1,901 |
| $ | 2,055 |
|
|
|
|
|
|
| ||
RMR Rollforward - Consolidated |
|
|
|
|
| ||
Beginning RMR |
| $ | 25,057 |
| $ | 26,746 |
|
RMR additions from direct sales |
| 431 |
| 477 |
| ||
RMR additions from account purchases |
| 3 |
| — |
| ||
RMR losses |
| (631 | ) | (867 | ) | ||
Net change in Wholesale RMR |
| 16 |
| (11 | ) | ||
Price increases and other |
| 73 |
| 130 |
| ||
Ending RMR |
| $ | 24,949 |
| $ | 26,475 |
|
|
| Annualized Three Months |
| ||
|
| Ended March 31, |
| ||
|
| 2010 |
| 2009 |
|
RMR Attrition |
|
|
|
|
|
|
|
|
|
|
|
RMR Attrition - Gross |
|
|
|
|
|
Retail |
| 12.0 | % | 13.3 | % |
Multifamily |
| 6.4 | % | 34.9 | % |
|
|
|
|
|
|
RMR Attrition - Net (a) |
|
|
|
|
|
Retail |
| 9.0 | % | 10.6 | % |
(a) Attrition excluding price decreases and net of new owners and relocation accounts
|
| March 31, |
| March 31, |
|
|
| 2010 |
| 2009 |
|
Monitored Sites |
|
|
|
|
|
|
|
|
|
|
|
Retail Monitored Sites |
| 534,043 |
| 564,776 |
|
|
|
|
|
|
|
Wholesale Monitored Sites(1) |
| 680,011 |
| 987,748 |
|
|
|
|
|
|
|
Multifamily Monitored Sites |
| 210,772 |
| 218,752 |
|
(1) The reduction in Wholesale monitored sites at March 31, 2010 reflects the impact of the APX Agreement.
PROTECTION ONE, INC.
and Subsidiaries
Non-GAAP Reconciliations
(unaudited)
Recurring Monthly Revenues (RMR)
RMR is the sum of all the monthly revenue we are entitled to receive under contracts with customers in effect at the end of a period.
A reconciliation of RMR to Protection One, Inc.’s reported total revenue follows:
|
| Three Months |
| ||||
|
| Ended March 31, |
| ||||
(in thousands) |
| 2010 |
| 2009 |
| ||
|
|
|
|
|
| ||
RMR at March 31 |
| $ | 24,949 |
| $ | 26,475 |
|
Amounts excluded from RMR: |
|
|
|
|
| ||
Amortization of deferred revenue |
| 1,270 |
| 1,194 |
| ||
Installation and other revenue (a) |
| 3,445 |
| 3,322 |
| ||
Revenue (GAAP basis) |
|
|
|
|
| ||
March |
| $ | 29,664 |
| $ | 30,991 |
|
January - February |
| 58,651 |
| 62,011 |
| ||
Total period revenue |
| $ | 88,315 |
| $ | 93,002 |
|
(a) Revenue that is not pursuant to periodic contractual billings
The Company believes the presentation of RMR is useful to investors because the measure is widely used in the industry to assess the amount of recurring revenues from customer fees produced by a monitored security alarm company such as Protection One, Inc. Management monitors RMR, among other things, to evaluate the Company’s ongoing performance.
Adjusted EBITDA
A reconciliation of Adjusted EBITDA to Protection One, Inc.’s reported loss before income taxes follows:
|
| Three Months |
| ||||
|
| Ended March 31, |
| ||||
(in thousands) |
| 2010 |
| 2009 |
| ||
|
|
|
|
|
| ||
Loss before income taxes |
| $ | (4,037 | ) | $ | (2,623 | ) |
Plus: |
|
|
|
|
| ||
Interest expense, net |
| 11,872 |
| 11,103 |
| ||
Amortization and depreciation expense |
| 11,118 |
| 12,349 |
| ||
Amortization of deferred costs in excess of amort. of deferred revenue |
| 7,266 |
| 7,833 |
| ||
Stock based compensation expense |
| 192 |
| 314 |
| ||
Other costs(1) |
| 2,872 |
| 68 |
| ||
Adjusted EBITDA |
| $ | 29,283 |
| $ | 29,044 |
|
(1) Other costs in 2010 include $2.1 million related to a contract settlement.
Adjusted EBITDA, which is a non-GAAP meaures, is used by management and reviewed by the Board of Directors in evaluating segment performance and determining how to allocate resources across segments for investments in customer acquisition activities, capital expenditures and spending in general. The Company believes it is also utilized by the investor community which follows the security monitoring industry. Adjusted EBITDA is useful because it allows investors and management to evaluate and compare operating results from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures. Specifically, Adjusted EBITDA allows the chief operating decision maker to evaluate segment results of operations, including operating performance of monitoring and service activities, effects of investments in creating new customer relationships, and sales and installation of security systems, without the effects of non-cash amortization and depreciation. This information should not be considered an alternative to any measure of performance as promulgated under GAAP, such as income (loss) before income taxes or cash flow from operations. Items excluded from Adjusted EBITDA are significant components in understanding and assessing the consolidated financial performance of the Company. See the table above for the reconciliation of Adjusted EBITDA to consolidated income (loss) before income taxes. The Company’s calculation of Adjusted EBITDA may be different from the calculation used by other companies and comparability may be limited.
Net Debt Reconciliation
|
| March 31, |
| December 31, |
| ||
(in thousands) |
| 2010 |
| 2009 |
| ||
|
|
|
|
|
| ||
New and Extending Term Loans, maturing March 31, 2014, variable |
| $ | 276,610 |
| $ | 277,305 |
|
Non-Extending Term Loans, maturing March 31, 2012, variable |
| 56,218 |
| 56,359 |
| ||
Unsecured Term Loan, maturing March 14, 2013, variable |
| 110,340 |
| 110,340 |
| ||
Capital leases |
| 2,927 |
| 3,285 |
| ||
|
| $ | 446,095 |
| $ | 447,289 |
|
|
|
|
|
|
| ||
Less cash and cash equivalents |
| (33,253 | ) | (26,068 | ) | ||
Net Debt |
| $ | 412,842 |
| $ | 421,221 |
|
Net Debt is utilized by management as a measure of the Company’s financial leverage and the Company believes that investors also may find Net Debt to be helpful in evaluating the Company’s financial leverage. This supplemental non-GAAP information should be viewed in conjunction with the Company’s consolidated balance sheets in the Company’s report on Form 10-Q for the period ended March 31, 2010. While not included in Net Debt, the Company also had notes receivable due from its Wholesale dealers of approximately $2.8 million and $2.9 million as of March 31, 2010 and December 31, 2009, respectively.