UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES - ----- EXCHANGE ACT OF 1934 For the quarter period ended September 30, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________to_____________________. Commission file number 0-15167 Trans Leasing International, Inc. (Exact name of registrant as specified in its character) Delaware 36-2747735 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3000 Dundee Road, Northbrook, Illinois 60062 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (847) 272-1000 Indicate by check mark whether the Registrant(1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares of Common Stock, Par Value $.01 Per Share, of the Registrant outstanding as of November 11, 1997, was 4,040,755. - ------------------------------------------------------------------------------ TRANS LEASING INTERNATIONAL, INC. INDEX Page Number Part I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets 3 September 30, 1997 and June 30, 1997 (unaudited) Condensed Consolidated Statements of Operations 4 Three-month periods ended September 30, 1997 and 1996 (unaudited) Condensed Consolidated Statements of Cash Flows 5 Three-month periods ended September 30, 1997 and 1996 (unaudited) Notes to Condensed Consolidated Financial Statements 6 (unaudited) Item 2. Management's Discussion and Analysis of Financial 7 Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 TRANS LEASING INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in 000's) September 30 June 30 ASSETS 1997 1997 ------ ------------ ------------ CASH $ 2,428 $ 4,178 RESTRICTED CASH 8,746 8,681 DIRECT FINANCE LEASES: Future minimum lease payments 310,901 307,076 Estimated non-guaranteed residual value 24,990 24,571 ------------ ------------ Total Direct Finance Lease Receivables 335,891 331,647 Less: Unearned lease income (49,901) (49,761) Allowance for uncollectible accounts (10,586) (10,902) ------------ ------------ Net investment in direct finance leases 275,404 270,984 LEASE FINANCING RECEIVABLES, less allowance for uncollectible accounts of $245 and $258, 7,010 7,055 respectively EQUIPMENT UNDER OPERATING LEASES, net of accumulated depreciation 12,273 11,292 FURNITURE, FIXTURES AND EQUIPMENT, net of accumulated depreciation 1,810 1,789 INCOME TAXES RECOVERABLE 3,318 1,541 OTHER ASSETS 4,895 5,516 ============ ============ TOTAL ASSETS $ 315,884 $ 311,036 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 8,378 $ 8,261 NOTES PAYABLE TO FINANCIAL INSTITUTIONS 31,400 39,037 LEASE-BACKED OBLIGATIONS 223,230 211,142 SUBORDINATED OBLIGATIONS 17,400 17,400 DEFERRED INCOME TAXES 4,911 4,911 ------------ ------------ TOTAL LIABILITIES 285,319 280,751 STOCKHOLDERS' EQUITY Preferred stock, par value $1.00; authorized 2,500 shares, none issued Common stock, par value $.01; authorized 10,000 shares; issued 4,823 shares, outstanding 4,041 48 48 shares Additional paid-in capital 9,764 9,764 Retained earnings 23,147 22,867 Less 783 shares held in treasury, at cost (2,394) (2,394) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 30,565 30,285 ============ ============ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 315,884 $ 311,036 ============ ============ See notes to condensed consolidated financial statements. TRANS LEASING INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in 000's except for per share amounts) Three months ended September 30, -------------------------------- 1997 1996 ------------ ------------ REVENUES: Finance and other lease related $ 10,252 $ 9,513 income Operating lease income 848 564 Other 348 246 ------------ ------------ Total Revenues 11,448 10,323 EXPENSES: Interest 4,716 4,163 General and administrative 4,518 3,616 Provision for uncollectible accounts 1,565 1,369 ------------ ------------ Total Expenses 10,799 9,148 ------------ ------------ EARNINGS BEFORE INCOME TAXES 649 1,175 INCOME TAXES 248 458 ------------ ------------ NET EARNINGS $ 401 $ 717 ============ ============ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Primary 4,290 4,043 Fully Diluted 4,356 4,189 EARNINGS PER COMMON SHARE: Primary .09 .18 Fully Diluted .09 .17 See notes to condensed consolidated financial statements. TRANS LEASING INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in 000's) Three Months Ended September 30, 1997 1996 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Earnings $ 401 $ 717 Adjustments to reconcile net earnings to net cash provided by operating activities: Leasing costs, primarily provision for uncollectible accounts and amortization of initial 2,258 1,822 direct costs Depreciation and amortization 591 673 Initial direct costs incurred (754) (856) Changes in: Accounts payable and accrued expenses 117 (80) Income taxes recoverable (1,777) 234 Other assets 621 (130) Other 0 89 ----------- ------------ Net cash provided by operating 1,457 2,469 activities ----------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Principal collections on leases 29,797 25,554 Equipment purchased for leasing (34,773) (39,633) Purchase of lease financing receivables (982) (855) Purchase of property and equipment (1,798) (1,457) Disposal of property and equipment 219 49 ----------- ------------ Net cash used in investing (7,537) (16,342) activities ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of notes payable to financial 41,828 24,650 institutions Repayment of notes payable to financial (49,465) (21,400) institutions Issuance of lease-backed obligations 45,323 30,615 Repayment of lease-backed obligations (33,235) (16,047) Repayment of subordinated obligations 0 (1,110) Payment of dividends on common stock (121) (122) Purchase of treasury stock 0 (65) ----------- ------------ Net cash provided by financing 4,330 16,521 activities ----------- ------------ NET (DECREASE) INCREASE IN CASH (1,750) 2,648 CASH, beginning of period 4,178 4,528 ----------- ------------ CASH, end of period $ 2,428 $ 7,176 =========== ============ See notes to condensed consolidated financial statements. TRANS LEASING INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Financial Statements: The condensed consolidated balance sheet of Trans Leasing International, Inc. and subsidiaries (the "Company") as of September 30, 1997, and the condensed consolidated statements of operations and cash flows for the three-month periods ended September 30, 1997 and 1996, have been prepared by the Company without audit. The condensed consolidated balance sheet as of June 30, 1997, has been derived from the audited financial statements of that date. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at September 30, 1997, and the results of operations and cash flows for the periods presented have been made. The results of operations for the period ended September 30, 1997, are not necessarily indicative of the operating results for the full year. The Company has sold certain of its leases and related assets to two special purpose, bankruptcy remote subsidiaries, TL Lease Funding Corp. III ("TLFC III") and TL Lease Funding Corp. IV ("TLFC IV"), which have in turn transferred leases to various trusts established by such subsidiaries. Each of TLFC III and TLFC IV is an entity distinct from Trans Leasing International, Inc., with its own assets and liabilities, and in the event of a bankruptcy, the creditors of each subsidiary would be entitled to satisfy their claims from the assets of the respective subsidiary prior to any distribution to Trans Leasing International, Inc. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. Accordingly these financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 1997 Form 10-K to stockholders. Certain reclassifications have been made to prior years to conform with the presentation used in fiscal 1998. Note B - Accounting Standards: Statement of Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" (SFAS 125), effective for the Company on January 1, 1997, provides new methods of accounting and reporting for transfers and servicing of financial assets and extinguishments of liabilities. The Company will apply SFAS 125 to securitization transactions occurring on or after January 1, 1997. No such securitizations have occurred since January 1, 1997. The effect of SFAS 125 is not expected to have a material effect on the Company's financial position or results of operations when applied to future securitization transactions. In February of 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share", which simplifies the current standards for computing earning per share. The statement is effective for financial statements issued for periods ending after December 15, 1997, including interim periods. Earlier adoption of this standard is not permitted. The statement will be adopted in fiscal 1998 and will not impact the results of operations, financial position or cash flows for the Company. Further, the requirements of this statement are not expected to materially impact the Company's earnings per share calculation. Further, in February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 129, "Disclosure of Information about Capital Structure" which clarifies the disclosure requirements related to type and nature of securities contained in an entity's capital structure. The standard will be adopted in fiscal 1998 and will not impact the results of operations, financial position or cash flows of the Company. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The Company's operations comprise, almost exclusively, lease financing. The Company's net earnings are significantly influenced by the level of invested assets, the related financing spread (i.e., the excess of interest rates earned over interest rates incurred on borrowings), and the quality of those assets. General and administrative expenses and a provision for uncollectible accounts further reduce the Company's net earnings. Substantially all of the Company's lease receivables are written at a fixed rate of interest for a fixed term. The Company's borrowings are at both fixed and floating rates of interest. The Company borrows under revolving credit facilities at floating interest rates (see "Liquidity and Capital Resources") and periodically refinances that debt either through a fixed-rate loan option in the revolving credit agreements, securitization of lease receivables or the sale of debt in the public or private markets. To the extent the Company refinances with fixed-rate debt, the Company locks in the spread in its portfolio. The Company will, from time to time, utilize interest rate swaps to the extent its borrowings are at floating interest rates. Such swaps reduce the Company's exposure to interest rate risk. The primary long-term funding method currently employed by the Company is to securitize portions of its lease portfolio. This method of funding is believed to afford the lowest cost long-term financing available. These transactions are not reflected as sales of lease receivables in the financial statements as the Company has an ongoing economic interest in the securitized assets. As such, the leases remain on the consolidated balance sheet and the income associated with such leases is recognized over the respective lease terms. The Company has experienced growth in the total dollar amounts of new lease receivables added to its portfolio during each of the last five fiscal years, though there can be no assurances that this trend will continue. In analyzing the Company's financial statements, it is important to understand the impact of lease receivable growth during an accounting period on lease income and net earnings. For financial reporting purposes, the majority of the Company's leases are classified as direct finance leases. The Company accounts for its investment in direct finance leases by recording on the balance sheet the total minimum lease payments receivable plus the estimated residual value of leased equipment less the unearned lease income. Unearned lease income represents the excess of the total minimum lease payments plus the estimated residual value expected to be realized at the end of the lease term over the cost of the related equipment. Unearned lease income is recognized as revenue over the term of the lease by the effective interest method, i.e., application of a constant periodic rate of return to the declining net investment in each lease. As a result, during a period in which the Company realizes growth in new lease receivables, lease income should also increase, but at a lesser rate. The Company also originates leases classified as operating leases. Operating lease income is recognized as revenue when the rental payments become due. Equipment under operating leases is recorded at cost and depreciated on a straight-line basis over the estimated useful life of the equipment, generally three to five years. Initial direct costs incurred in consummating a lease, principally commissions and a portion of salaries for personnel directly involved in generating new lease receivables, are capitalized as part of the net investment in direct finance leases and amortized over the lease term as a reduction in the yield. An allowance for uncollectible accounts is provided over the terms of the underlying leases as the leases are determined to be uncollectible. See "Results of Operations" below for further discussion. On August 27, 1997 the Company entered into an agreement to sell substantially all the net assets of the Company to General Electric Capital Corporation (GECC). The gross sale proceeds approximate $46 million and involves assumption by GECC of certain debt outstanding upon closing of the sale. Subject to the required regulatory filings, the Company anticipates the sale transaction will close in the second quarter of fiscal 1998. Net proceeds from the sale, after consideration of certain post-closing expenses, will approximate $10.00 per share and be distributed to shareholders via a liquidating dividend in early calendar year 1998. At this time, there can be no assurance as to the absolute certainty of the occurrence of these events. Results of Operations ($ in 000's) Finance lease income increased $739 (7.8%) in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997. The increase was primarily due to a 9.8% increase in the net investment in direct finance leases from September 30, 1996 to September 30, 1997. Operating lease income increased $284 (50.4%) in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997. The increase was primarily due to a 45.1% increase in the net cost of equipment under operating leases from September 30, 1996 to September 30, 1997. The Company's lease portfolio increased primarily as a result of its increased marketing and selling activities, greater name recognition of LeaseCard in the marketplace, and the introduction of new products by equipment manufacturers. Lease-related fees, late delinquency charges and lease continuance fees, have increased as a result of the growth in the size of the Company's lease portfolio. Interest expense increased $553 (13.3%) in the first quarter of fiscal 1998 as compared to the first quarter of fiscal 1997 due to an increase in the amounts borrowed to finance the growth in the lease portfolio. Interest expense as a percent of lease income increased to 42.5% in the first quarter of fiscal 1998 from 41.3% in the first quarter of fiscal 1997. Interest expense is reported net of the impact of interest rate swaps used to fix the rate on floating rate financing, the effect of which was to increase interest expense by $10 in the first quarter of fiscal 1998 as compared to a decrease of interest expense of $23 in the first quarter of fiscal 1997. General and administrative expense increased $902 (24.9%) in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997. General and administrative expense as a percent of lease income increased to 40.7% in the first quarter of fiscal 1998 as compared to 35.9% in the first quarter of fiscal 1997. The increase in general and administrative expense is attributable to the increase in the number of employees to accommodate the Company's continued growth and professional fees incurred in connection with the GECC sales transaction agreement. The provision for uncollectible accounts increased $196 (14.3%) in the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997. The provisions for uncollectible accounts as a percent of lease income increased to 14.1% in the first quarter of fiscal 1998 as compared to 13.6% in the first quarter of fiscal 1997. Earnings before income taxes decreased $526 (44.8%) for the first quarter of fiscal 1998 compared to the first quarter of fiscal 1997. The primary and fully diluted earnings per share amounts were $.09 in the first quarter of fiscal 1998 compared to $.17 in the first quarter of 1997. The decrease in earnings is primarily due to the increases in interest expense and general and administrative as a percent of lease income, as previously discussed. Liquidity and Capital Resources The Company historically has financed its operations, including the growth of its lease portfolio, principally through borrowings under its revolving credit agreements, issuance of debt and lease-backed obligations in both the institutional private placement and public markets, principal collections on leases and cash provided from operations. Net cash used in investing activities, which was $7.5 million in the first quarter of fiscal 1998 and $16.3 million in the first quarter of fiscal 1997, generally represents the excess of equipment purchased for leasing over principal collections on leases. Net cash provided by financing activities (the excess of borrowings under the revolving credit agreement and issuing of debt and lease-backed obligations over repayments of these debt instruments) was $4.3 million in the first quarter of fiscal 1998 and $16.5 million in the first quarter of fiscal 1997. The remaining funds used in investing activities were provided by operating cash flows and cash on hand at the beginning of the period. As of September 30, 1997, the Company had outstanding commitments to purchase equipment, which it intended to lease, with an aggregate purchase price of $2.2 million. The Company borrows under its unsecured revolving credit agreement (the "TLI Revolving Credit Facility") to fund its operations. The maximum borrowing under the TLI Revolving Credit Facility is $30 million. At November 7, 1997, the outstanding loans under this facility were $18 million and unused borrowing capacity was $12 million. On December 20, 1996, the Company, through a wholly-owned special-purpose financing subsidiary, TL Lease Funding Corp. IV ("TLFC IV"), established a securitized revolving credit and term loan facility with a maximum borrowing limit of $75 million (the "TLFC IV Revolving Credit Facility") with a national banking institution. On June 30, 1997, the credit limit was raised $85 million and the expiration of the facility was extended from June 30, 1997 to July 31, 1997. On July 25, 1997, the credit limit was raised to $125 million through December 31, 1997. TLFC IV pays interest on the revolving borrowings at a rate equal to LIBOR plus .75 percent. TLFC IV may, at its option, convert the revolving loans to a term loan with a maturity determined by the cash flows of the leases held at the conversion date and at a rate of interest equal to LIBOR plus 1 percent. Upon conversion of a term loan, TLFC IV would be required to execute an interest rate hedge to fix the rate on this borrowing. As of November 7, 1997 outstanding loans under the TLFC IV revolving credit facility were $109 million and unused borrowing capacity was $16 million. The Company believes that, in light of the sales transaction with GECC in the second quarter of fiscal 1998, the Company's current revolving credit facilitates and principal payments on leases will provide adequate capital resources and liquidity for the Company to fund its operations and debt maturities, but there can be no assurances that this will continue to be the case or that the sale transaction will be completed as anticipated. On November 16, 1994, the Board of Directors authorized the repurchase by the Company of up to 1,000,000 shares of its common stock. As of September 30, 1997, a total of 782,745 shares have been repurchased at a total cost of $2,394 under this program. The Company has entered into a five-year lease commitment in order to consolidate the location of its headquarters with certain of its operating subsidiaries. The lease commencing on October 1, 1997, is expected to improve the streamlining and coordination of certain of the Company's operations. On August 5, 1997, the Board of Directors approved the payment of a quarterly cash dividend in the amount of $.03 per share. The dividend was paid on August 26, 1997 to holders of record as of August 15, 1997. On May 1, 1997, at a special meeting of the shareholders of the Company, the shareholders approved the Company's 1996 Stock Option Plan. The 1996 Stock Option Plan provides for the granting of stock options with respect to one million shares of the Company's common stock to directors and key employees of the Company. Cautionary Statement For Purposes Of The "Safe Harbor' Provisions Of The Private Litigation Reform Act Of 1995 Except for historical matters, the matters discussed in this Form 10-Q are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements made under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations", including statements regarding the anticipated closing of sale transaction with GECC. The Company wishes to caution readers that in addition to the important factors described elsewhere in this Form 10-Q, the following important factors, among others, sometimes have affected and in the future could affect, the Company's actual results and could cause the Company's actual results during the remainder of fiscal 1998 and beyond, to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company: Portfolio Risk The principal assets of the Company are its portfolio of lease receivables and the residual value of its equipment. Investment risks inherent in a leasing company include the possibility that lease receivables might not be fully collectible and that equipment might be sold at lease expiration or termination for less than the residual value recorded on the Company's balance sheet. Receivables Risk: Although the allowance for uncollectible accounts carried on the Company's books historically has been adequate to provide for losses associated with its lease receivables, changes in the reimbursement policies of government or third-party payors, obsolescence of equipment under lease, changes in the local, regional or national economies, changes in federal tax laws or other factors could significantly impact the Company's future delinquency and loss experience, which could in turn have a material adverse effect on the Company's earnings. Residual Risk: When the Company enters into a lease from which it expects to derive value through the resale of equipment at lease expiration, it records an estimate of the expected resale value on the Company's balance sheet as a residual interest. The growth in the Company's equipment lease portfolio in recent years has resulted in increases in the aggregate amount of recorded residual values. Realization of residual values depends on certain factors not within the Company's control, such as equipment obsolescence, whether the lease expires or is terminated for default, whether the equipment is in fact returned to the Company at the end of the lease and the condition of the equipment when it is returned. Although the Company has in aggregate, generally received the full amount of recorded residual values on expired leases, there can be no assurance this will continue in the future. Failure to realize residual values could have a material adverse effect on the Company's earnings. Interest Rate Risk The Company's leases are at fixed rates but its warehouse lines, which represent a significant portion of its borrowings, bear interest at floating rates. Consequently, if interest rates were to increase, earnings would be adversely affected with increases in earnings realized by the effect of interest rate swaps entered into by the Company. In addition, the Company's ability to increase its yield on new receivables would be limited by competitive and economic factors. Financing The Company's profitability depends, among other factors, on the size of its lease portfolio, which in turn depends on the Company's ability to obtain external financing to supplement cash flows available from operations. The Company's principal sources of external financing have been borrowings under its revolving credit agreements, public offerings and private placements of debt and lease-backed obligations. Although the Company has been successful in arranging these types of funding in the past, there can be no assurance that it will be able to obtain funding in the future in amounts or on terms it deems necessary or acceptable. The Company's inability to obtain financing would have a material adverse effect on its operations. Covenants in certain of the Company's debt agreements limit its ability to incur additional debt above certain levels. The Company's debt agreements contained provisions triggering events of default or requiring prepayment in the event the principal shareholder's ownership of common stock fell below 35%. Upon the principal shareholder's death in fiscal 1997, these provisions were revised. Third Party Reimbursement The Company believes that, due to the growing national concern with rising health care costs, the amount the government and other third party payors reimburse for individual health care procedures could be reduced. Changes in third party reimbursement policies, especially if such changes limit reimbursement for outpatient services (the type of services generally provided by the Company's medical lessees), could adversely affect the Company. Competition The Company competes with finance affiliates of equipment manufacturers which sell products leased by the Company, banks and other leasing and finance companies. Many of these organizations have greater financial and other resources than the Company and as a consequence may be able to obtain funds on terms more favorable than those available to the Company. Some of these competitors may provide financing which is less expensive than leasing from the Company. PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. (a) List of Exhibits Filed with Form 10-Q 10.36 Severance Agreement, dated August 27, 1997, between the Registrant, General Electric Capital Corporation, and Larry S. Grossman. 10.37 Severance Agreement, dated August 27, 1997, between the Registrant, General Electric Capital Corporation, and Michael J. Heyman. (b) Reports on Form 8-K During the first quarter of fiscal 1998, the Company filed one current report on Form 8-K dated September 10, 1997, containing no financial statements but describing, under Item 5, the agreement to sell substantially all of its assets to General Electric Capital Corporation and included a copy of the related press release as an exhibit under Item 7. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRANS LEASING INTERNATIONAL, INC. (Registrant) DATE: November 12,1997 /s/LARRY S. GROSSMAN Larry S. Grossman Chief Executive Officer, Chairman of the Board of Directors DATE: November 12,1997 /s/MICHAEL J. HEYMAN Michael J. Heyman President & Chief Operating Officer DATE: November 12,1997 /s/JOSEPH RABITO Joseph Rabito Executive Vice President, Operations DATE: November 12,1997 /s/STEPHEN J. HUPP Stephen J. Hupp Vice President, Finance (Principal Accounting and Financial Officer) Exhibit Index Exhibit No. Description of Exhibit Page No. 10.36 Severance Agreement, dated August 27, 1997, between the Registrant, General Electric Capital Corporation, and Larry S. Grossman. 16 10.37 Severance Agreement, dated August 27, 1997, between the Registrant, General Electric Capital Corporation, and Michael J. Heyman. 24