UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 2001.
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: 333-88829
Peninsula Gaming Company, LLC/Peninsula Gaming Corp.
(Exact name of registrant as specified in its charter)
Iowa 42-1483875
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
3rd Street Ice Harbor, PO Box 1750, Dubuque, Iowa 52001-1750
(Address of principal executive offices) (Zip Code)
(319) 583-7005
(Registrant's telephone number including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
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 last 90 days. Yes [X] No [ ]
All of the common equity interests of Peninsula Gaming Company, LLC (The
"Company") are held by Peninsula Gaming Partners, LLC, and all of the common
stock of Peninsula Gaming Corp. is held by Peninsula Gaming Company, LLC.
1
PENINSULA GAMING COMPANY, LLC
INDEX TO FORM 10-Q
Part I - Financial Information
Item 1 - Financial Statements
Peninsula Gaming Company, LLC:
Balance Sheets (Unaudited) as of March 31, 2001 and December 31, 2000......................3
Statements of Operations (Unaudited) for the Three Months Ended March 31,
2001 and 2000 ...........................................................................4
Statements of Cash Flows (Unaudited) for the Three Months Ended March 31,
2001 and 2000............................................................................5
Notes to Financial Statements (Unaudited)..................................................6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................................................7
Item 3 - Quantitative and Qualitative Disclosures About Market Risk.........................10
Part II - Other Information...........................................................................11
Signatures............................................................................................13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PENINSULA GAMING COMPANY, LLC
BALANCE SHEETS (UNAUDITED)
March 31, December 31,
2001 2000
------------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,417,882 $ 8,362,122
Accounts receivable, less allowance for doubtful accounts
of $49,711 and $43,104, respectively 87,176 74,159
Inventory 98,062 113,583
Prepaid expenses 364,052 584,195
------------ ------------
Total current assets 7,967,172 9,134,059
------------ ------------
PROPERTY AND EQUIPMENT, NET 19,343,327 19,079,869
------------ ------------
OTHER ASSETS:
Deposits 29,571 84,973
Bond issuance costs, net of amortization
of $1,209,536 and $1,029,474, respectively 4,266,288 3,991,373
Goodwill and other intangible assets, net of amortization
of $2,415,560 and $2,062,064, respectively 54,143,920 54,497,416
------------ ------------
Total other assets 58,439,779 58,573,762
------------ ------------
TOTAL $ 85,750,278 $ 86,787,690
============ ============
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 484,812 $ 710,537
Accrued payroll and payroll taxes 1,327,417 999,659
Other accrued expenses 3,694,837 1,708,994
Current maturities of capital lease obligations 113,552 113,552
------------ ------------
Total current liabilities 5,620,618 3,532,742
------------ ------------
LONG-TERM LIABILITIES:
Senior secured notes, net of discount 70,311,403 70,288,519
Capital lease obligations, net of current maturities 362,229 362,229
------------ ------------
Total long-term liabilities 70,673,632 70,650,748
------------ ------------
Total liabilities 76,294,250 74,183,490
------------ ------------
COMMITMENTS AND CONTINGENCIES
PREFERRED MEMBERS' INTEREST, REDEEMABLE 4,000,000 7,000,000
MEMBERS' EQUITY:
Common members' interest 9,000,000 9,000,000
Accumulated deficit (3,543,972) (3,395,800)
------------ ------------
Total members' equity 5,456,028 5,604,200
------------ ------------
TOTAL $ 85,750,278 $ 86,787,690
============ ============
See notes to financial statements (unaudited).
3
PENINSULA GAMING COMPANY, LLC
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Three Months
Ended Ended
March 31, March 31,
2001 2000
------------- ------------
REVENUES:
Casino $ 11,160,186 $ 10,848,157
Food and beverage 607,534 631,108
Other 28,096 36,268
Less promotional allowances (539,015) (558,018)
------------ ------------
Total net revenues 11,256,801 10,957,515
------------ ------------
EXPENSES:
Casino 4,973,326 4,565,324
Food and beverage 679,320 696,098
Boat operations 554,172 551,701
Other 4,217 7,883
Selling, general and administrative 1,372,443 1,477,744
Depreciation and amortization 954,206 862,006
------------ ------------
Total expenses 8,537,684 8,160,756
------------ ------------
INCOME FROM OPERATIONS 2,719,117 2,796,759
------------ ------------
OTHER INCOME (EXPENSE):
Interest income 52,743 80,224
Interest expense (2,379,821) (2,381,555)
Gain (loss) on sale of assets 1,000 (6,387)
------------ ------------
Total other expense (2,326,078) (2,307,718)
------------ ------------
NET INCOME BEFORE PREFERRED MEMBER
DISTRIBUTIONS 393,039 489,041
LESS PREFERRED MEMBER DISTRIBUTIONS (103,969) (157,500)
------------ ------------
NET INCOME TO COMMON MEMBERS' INTEREST $ 289,070 $ 331,541
============ ============
See notes to financial statements (unaudited).
4
PENINSULA GAMING COMPANY, LLC
STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Three Months
Ended Ended
March 31, March 31,
2001 2000
------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 289,070 $ 331,541
Adjustments to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization 954,206 862,006
Provision for doubtful accounts 31,255 26,205
Amortization of bond issuance costs and bond discount 202,946 192,980
Gain or loss on sale of assets (1,000) 6,387
Changes in operating assets and liabilities:
Receivables (44,272) (33,619)
Inventory 15,521 15,002
Prepaid expenses and other assets 275,545 148,053
Accounts payable (225,725) (123,758)
Accrued expenses 2,313,600 1,730,963
------------ ------------
Net cash provided by operating activities 3,811,146 3,155,760
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (863,167) (288,981)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred financing costs (454,977) 0
Preferred members' interest redeemed (3,000,000) 0
Member distributions (437,242) (442,150)
------------ ------------
Net cash used by financing activities (3,892,219) (442,150)
------------ ------------
NET INCREASE (DECREASE) IN CASH (944,240) 2,424,629
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,362,122 7,918,742
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,417,882 $ 10,343,371
============ ============
See notes to financial statements (unaudited).
5
PENINSULA GAMING COMPANY, LLC
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Summary of Significant Accounting Policies
Basis of Presentation
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments, consisting only of normal recurring entries unless
otherwise disclosed, necessary to present fairly the financial information of
Peninsula Gaming Company, LLC (the "Company") for the interim periods presented
and have been prepared in accordance with accounting principles generally
accepted in the United States of America. The interim results reflected in the
financial statements are not necessarily indicative of results for the full year
or other periods.
The financial statements contained herein should be read in conjunction with the
audited financial statements and accompanying notes to the financial statements
included in the Company's Annual Report on Form 10-K for the period ended
December 31, 2000. Accordingly, footnote disclosure which would substantially
duplicate the disclosure in the audited financial statements has been omitted in
the accompanying unaudited financial statements.
2. Commitments and Contingencies
The Company is involved in various legal actions arising in the normal course of
business. In the opinion of management, such matters will not have a material
effect on the financial position of the Company.
3. Line of Credit
On March 12, 2001, the Company entered into a Loan and Security Agreement (the
"Senior Credit Facility") with Foothill Capital Corporation providing for
commitments of up to $10.0 million which mature in 2005. The outstanding loans
will bear interest at a rate equal to (a) the LIBOR rate plus 3.00% with respect
to LIBOR rate loans and (b) the base rate plus 0.75% with respect to base rate
loans, provided that the outstanding obligations shall not at any time bear
interest at a rate per annum less than 8.50%. Indebtedness under the Senior
Credit Facility is secured by all of the Company's assets that also secure its
obligations under the Company's 12 1/4% Senior Secured Notes due 2006 (the
"Senior Secured Notes"). The Senior Credit Facility contains a number of
restrictive covenants and agreements similar to (and in certain cases more
restrictive than) those contained in the indenture governing the Senior Secured
Notes, including a minimum EBITDA requirement of at least $10.0 million as of
the end of each fiscal quarter (calculated based upon the immediately preceding
12 month period), and certain events of default customary for senior secured
facilities of this type. For purposes of the Senior Credit Facility, EBITDA is
defined as consolidated net earnings (or loss), minus extraordinary gains, plus
interest expense, income taxes, and depreciation and amortization for that
period. At March 31, 2001, the Company had no borrowings under the Senior Credit
Facility.
4. New Accounting Pronouncements
During the year ended December 31, 2000, the Emerging Issues Task Force of the
Financial Accounting Standards Board issued EITF 00-22 "Accounting for 'Points'
and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers
for Free Products or Services to Be Delivered in the Future" to be effective for
all financial statements issued after February 15, 2001. The Company adopted
EITF 00-22 during the three month period ended March 31, 2001. This EITF
requires, among other things, that the expected future costs associated with
loyalty programs and promotions that are earned by customers during the
reporting period are to be accrued in the same period with the related costs
included as an offset to revenues. Such costs were $319,727 and $325,176 for the
three month periods ended March 31, 2001 and 2000, respectively. Costs for the
three month period ended March 31, 2000 have been reclassified from casino
expense to promotional allowances in the Statements of Operations to conform
6
with the current year presentation. Adoption of EITF 00-22 had no effect on the
net income to Common Members' Interest for the periods presented.
5. Reclassifications
Certain prior year information has been reclassified to conform with the current
year's presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the combined financial statements and the related notes thereto appearing
elsewhere in this report. Some statements contained in the management's
discussion and analysis of financial condition and results of operations
constitute "forward-looking statements" within the meaning of the litigation
reform act, which involve risks and uncertainties, including the risks and
uncertainties discussed below, as well as other risks set forth in our annual
report on Form 10-K for the year ended december 31, 2000. Should these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, our
future performance and actual results of operations may differ materially from
those expected or intended.
Selected Financial Data
- -----------------------
Statement of Operations Data
THREE MONTHS ENDED MARCH 31
2001 2000(1)
---- ----
Revenues:
Casino $ 11,160,186 $ 10,848,157
Food and beverage 607,534 631,108
Other 28,096 36,268
Less promotional allowances (539,015) (558,018)
------------ ------------
Net revenues 11,256,801 10,957,515
------------ ------------
Expenses:
Casino 4,973,326 4,565,324
Food and beverage 679,230 696,098
Boat operations 554,172 551,701
Other 4,217 7,883
Selling, general and administrative 1,372,443 1,477,744
Depreciation and amortization 954,206 862,006
------------ ------------
Total expenses 8,537,684 8,160,756
------------ ------------
Income from operations $ 2,719,117 $ 2,796,759
- -----------
(1) Certain information for 2000 has been reclassified to conform with the
presentation of the three month period ended March 31, 2001.
7
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000
For the three months ended March 31, 2001 and 2000, Dubuque was a
two-casino market consisting of the Diamond Jo and the Greyhound Park. Casino
gaming win in the Dubuque market increased 5.3% to $20.2 million for the three
months ended March 31, 2001 from $19.2 million for the three months ended March
31, 2000. We believe this increase was primarily due to targeted players club
promotions and a continued focus on maintenance of our slot mix and the slot mix
at the Greyhound Park. Admissions to the casinos in the Dubuque market decreased
5.1% to 427,146 for the three months ended March 31, 2001 from 449,917 for the
three months ended March 31, 2000. We believe this decrease is primarily
attributable to unusually bad weather during the first two months of fiscal year
2001 compared to the same period in fiscal year 2000 and one less gaming day
during the three months ended March 31, 2001 compared to the three months ended
March 31, 2000. For the three months ended March 31, 2001, our share of the
Dubuque market casino admissions decreased to 53.5% from 55.1% for the three
months ended March 31, 2000. This decrease was primarily attributed to the
decrease in our group passengers and an increase in banquet passengers at the
Greyhound Park during the same period as a result of their new banquet facility.
Consistent with the decrease in our share of casino admissions, our share of the
Dubuque market casino gaming win decreased to 55.4% for the three months ended
March 31, 2001 from 56.7% for the three months ended March 31, 2000. This
decrease is attributed to a decrease in our table game revenue of $562,000,
resulting from a 16.2% decrease in our table game hold percentage as well as the
elimination of live poker games. If our table game hold percentage during such
period had remained constant as compared to the prior year, our share of the
Dubuque market casino gaming win would have only decreased to 56.0% for the
three months ended March 31, 2001.
Net revenues increased 2.7% to $11.3 million for the three months ended
March 31, 2001 from $11.0 million for the three months ended March 31, 2000 due
to an increase in our slot revenue of 10.1%, or $874,000 for the three months
ended March 31, 2001 compared to the three months ended March 31, 2000. This
increase was a result of an increased marketing focus on the addition of new
players club members as well as on targeting players club promotions toward
specific market segments. This increase was offset by a decrease in table games
revenue of $562,000. This decrease was a direct result of a 16.2% decrease in
our table game hold percentage (which, for the prior period, was higher than
historical averages) and the elimination of live poker games. Our admissions for
the three months ended March 31, 2001 decreased 7.8% to 228,563 from 247,906 for
the three months ended March 31, 2000. We believe this decrease is primarily due
to unusually bad weather during the first two months of fiscal year 2001
compared to the same period in fiscal year 2000, one less gaming day during the
three months ended March 31, 2001 compared to the three months ended March 31,
2000 and a decrease in our bus group and banquet passengers of 2,007 for the
three months ended March 31, 2001 compared to the three months ended March 31,
2000. For the three months ended March 31, 2001 our win per admission increased
11.6% to $48.83 from $43.76 for the three months ended March 31, 2000. The
number of gaming positions at March 31, 2001 was 868 compared to 921 at March
31, 2000. This decrease was due to the elimination of five live poker games.
Consistent with an increase in net revenue, our win per gaming position
increased 13.7% to $142.86 for the three months ended March 31, 2001 from
$125.62 for the three months ended March 31, 2000. Our casino revenues increased
2.9% to $11.2 million for the three months ended March 31, 2001 from $10.8
million for the three months ended March 31, 2000. Based on revenues reported to
the Iowa Racing and Gaming Commission, our overall casino revenue increase
represented the largest growth in riverboat casino revenues among the riverboat
casinos operating within a 90 mile radius of the Diamond Jo and the second
largest increase for all casino riverboats in the State of Iowa, the overall
average of which decreased by 4.2% during the three months ended March 31, 2001
compared to the three months ended March 31, 2000. Casino revenues were derived
85.2% from slot machines and 14.8% from table games for the three months ended
March 31, 2001 compared to 79.6% from slot machines and 20.4% from table games
for the three months ended March 31, 2000. Net food
8
and beverage revenues, other revenues and promotional allowances remained
substantially unchanged at $0.1 million for the three months ended March 31,
2001 and 2000.
Casino operating expenses increased 8.9% to $5.0 million for the three
months ended March 31, 2001 from $4.6 million for the three months ended March
31, 2000. This increase was due primarily to an increase in casino and players
club promotions of approximately $222,000, an increase in slot lease expense of
approximately $50,000 due to an increase in the number of leased machines, a
credit of approximately $75,000 in the prior period resulting from a large wide
area progressive jackpot paid in the prior year, and an increase in gaming taxes
due to increased gaming revenue of $62,000. Food and beverage expenses and boat
operation expenses were substantially unchanged for the three months ended March
31, 2001 and 2000. Selling, general and administrative expenses decreased
slightly to $1.4 million for the three months ended March 31, 2001 from $1.5
million for the three months ended March 31, 2000.
Depreciation and amortization expenses increased 10.7% to $1.0 million for
the three months ended March 31, 2001 from $0.9 million for the three months
ended March 31, 2000 due primarily to the construction of a new restaurant and
VIP room in the land-based pavilion. Net interest expense was substantially
unchanged at $2.3 million for the three months ended March 31, 2001 and 2000.
Liquidity and Capital Resources
- -------------------------------
Our cash balance decreased $1.0 million during the three month period ended
March 31, 2001 to $7.4 million from $8.4 million at December 31, 2000.
Cash flows from operating activities of $3.8 million for the three month
period ended March 31, 2001 consisted of net income of $0.3 million increased by
non-cash charges of $1.2 million, principally depreciation and amortization, and
an increase in working capital of $2.3 million. The change in working capital is
primarily comprised of an increase in accrued expenses of $2.3 million, which is
principally due to an increase in accrued interest related to our 12 1/4% Senior
Secured Notes due 2006 (the "Senior Secured Notes").
Cash flows used for investing activities for the three month period ended
March 31, 2001 was $0.9 million. These funds were primarily used for capital
expenditures relating to the development of a new restaurant and VIP room in our
land-based pavilion and the purchase of replacement slot machines, in an effort
to improve the gaming experience of our patrons.
Cash used for financing activities for the three month period ended March
31, 2001 of $3.9 million reflects the redemption of $3.0 million of preferred
members' interest in accordance with the terms of our operating agreement,
distributions to members of $0.4 million and deferred financing costs of $0.5
million related to the placement of our $10.0 million senior credit facility
(the "Senior Credit Facility") in March 2001.
We believe that cash on hand and cash generated from operations will be
sufficient to satisfy our working capital and capital expenditure requirements,
repay borrowings under our senior credit facility, and satisfy our other debt
service requirements. However, we cannot assure you that this will be the case.
If cash on hand and cash generated from operations are insufficient to meet
these obligations, we may have to refinance our debt or sell some or all of our
assets to meet our obligations.
9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks which are inherent in our financial
instruments which arise from transactions entered into in the normal course of
business. Market risk is the risk of loss from adverse changes in market prices
and interest rates. We do not currently utilize derivative financial instruments
to hedge market risk. We also do not hold or issue derivative financial
instruments for trading purposes.
We are exposed to interest rate risk due to changes in interest rates with
respect to our long-term variable interest rate debt borrowing under our Senior
Credit Facility. As of March 31, 2001, we had no borrowings under the Senior
Credit Facility. We have estimated our market risk exposure using sensitivity
analysis. We have defined our market risk exposure as the potential loss in
future earnings and cash flow with respect to interest rate exposure of our
market risk sensitive instruments assuming a hypothetical increase in market
rates of interest of one percentage point. Assuming we borrow the maximum amount
allowed under the Senior Credit Facility ($10.0 million), if market rates of
interest on our variable rate debt increased by one percentage point, the
estimated market risk exposure under the Senior Credit Facility would be
approximately $0.1 million.
We are also exposed to fair value risk due to changes in interest rates
with respect to our long-term fixed interest rate debt borrowing. Our fixed rate
debt instruments are not generally affected by a change in the market rates of
interest, and therefore, such instruments generally do not have an impact on
future earnings. However, future earnings and cash flows may be impacted by
changes in interest rates related to indebtedness incurred to fund repayments as
such fixed rate debt matures. The following table contains information relating
to our fixed rate debt borrowings which are subject to interest rate risk
(dollars in millions):
Description Contract Terms Interest Rate Cost Fair Value
- ----------- -------------- ------------- ----- ----------
Senior Secured Notes due July 1, 2006 12 1/4% fixed $71.0 $67.5*
* Represents fair value as of May 4, 2001 based on information provided by an
independent nationally recognized financial institution.
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to, and none of our property is the subject of, any
pending legal proceedings other than litigation arising in the normal course of
business. We do not believe that adverse determinations in any or all such
litigation would have a material adverse effect on our financial condition or
results of operations.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1A. Certificate of Formation of Peninsula Gaming Company, LLC
(incorporated by reference from Exhibit 3.1A to the
Company's Form 10-K for the year ended December 31, 2000,
file number 333-88829).
3.1B. Amendment to Certificate of Formation of Peninsula Gaming
Company, LLC (incorporated by reference from Exhibit 3.1B
to the Company's Form 10-K for the year ended December
31, 2000, file number 333-88829).
3.2. Operating Agreement of Peninsula Gaming Company, LLC
(incorporated by reference from Exhibit 3.2 to the
Company's Form 10-K for the year ended December 31, 2000,
file number 333-88829).
3.3. Articles of Incorporation of Peninsula Gaming Corp
(incorporated by reference from Exhibit 3.3 to the
Company's Form 10-K for the year ended December 31, 2000,
file number 333-88829).
3.4. Bylaws of Peninsula Gaming Corp (incorporated by
reference from Exhibit 3.4 to the Company's Form 10-K for
the year ended December 31, 2000, file number 333-88829).
3.5. Loan and Security Agreement, dated February 23, 2001, by
and among Peninsula Gaming Company, LLC and Foothill
Capital Corporation.
11
3.6. Amendment to Loan and Security Agreement, dated March 8,
2001, by and among Peninsula Gaming Company, LLC and
Foothill Capital Corporation.
3.7. Mortgage, Leasehold Mortgage, Assignment of Rents,
Security Agreement and Fixture Financing Statement, dated
February 23, 2001, from Peninsula Gaming Company, LLC to
Foothill Capital Corporation, as lender.
3.8. Subordination Agreement, dated February 23, 2001, by
Peninsula Gaming Company, LLC and Firstar Bank, N.A.
(formerly, Firstar Bank of Minnesota, N.A.) in favor of
Foothill Capital Corporation.
3.9. Intercreditor Agreement, dated February 23, 2001, by and
among Firstar Bank, N.A. (formerly, Firstar Bank of
Minnesota, N.A.), as trustee, and Foothill Capital
Corporation, as lender.
(b) Reports on Form 8-K
None.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Dubuque, State of Iowa on May 14, 2001.
PENINSULA GAMING COMPANY
By: /s/ M. Brent Stevens
-------------------------------
M. Brent Stevens
Chief Executive Officer
By: /s/ George T. Papanier
--------------------------------
George T. Papanier
Chief Operating Officer
By: /s/ Natalie A. Schramm
-----------------------------------
Natalie A. Schramm
Chief Financial Officer
PENINSULA GAMING CORP.
By: /s/ M. Brent Stevens
-----------------------------------
M. Brent Stevens
President and Treasurer
(principal financial officer)
13