SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 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 0-24516
HISPANIC BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 99-0113417
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3102 Oak Lawn Avenue, Suite 215 75219
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(214) 525-7700
(Registrant's telephone number, including area code)
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 / /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 1, 2001
- ----- --------------------------
Class A Common Stock, $.001 Par Value 80,685,252
Class B Non-Voting Common Stock, $.001 Par Value 28,312,940
HISPANIC BROADCASTING CORPORATION
MARCH 31, 2001
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2001
and December 31, 2000 ............................................... 2
Condensed Consolidated Statements of Operations for the
Three Months Ended March 31, 2001 and 2000 .......................... 3
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2001 and 2000 .......................... 4
Notes to Condensed Consolidated Financial Statements ................ 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................... 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk .............. 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ....................................................... 9
Item 6. Exhibits and Reports on Form 8-K ........................................ 10
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands except share information)
March 31, December 31,
2001 2000
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 136,027 $ 115,689
Accounts receivable, net 37,586 49,428
Prepaid expenses and other current assets 1,794 886
------------ ------------
Total current assets 175,407 166,003
Property and equipment, at cost, net 45,385 45,118
Intangible assets, net 933,263 942,153
Deferred charges and other assets 52,085 51,374
------------ ------------
Total assets $ 1,206,140 $ 1,204,648
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
------------ ------------
Accounts payable and accrued expenses $ 18,529 $ 20,266
Current portion of long-term obligations 14 23
------------ ------------
Total current liabilities 18,543 20,289
------------ ------------
Long-term obligations, less current portion 1,405 1,404
------------ ------------
Deferred income taxes 110,667 111,952
------------ ------------
Stockholders' equity:
Preferred Stock, cumulative, $.001 par value;
authorized 5,000,000 shares; no shares issued or outstanding - -
Class A Common Stock, $.001 par value; authorized
175,000,000 shares; issued and outstanding 80,685,252
in 2001 and 80,645,351 in 2000 81 81
Class B Common Stock, convertible, $.001 par value;
authorized 50,000,000 shares; issued and outstanding
28,312,940 shares 28 28
Additional paid-in capital 1,038,860 1,037,955
Retained earnings 36,556 32,939
------------ ------------
Total stockholders' equity 1,075,525 1,071,003
------------ ------------
Total liabilities and stockholders' equity $ 1,206,140 $ 1,204,648
============ ============
See accompanying notes to condensed consolidated financial statements.
2
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands except per share data)
Three Months Ended
March 31,
----------------------------
2001 2000
------------ ------------
Net revenues $ 47,796 $ 46,539
Operating expenses 32,236 29,671
Depreciation and amortization 9,087 8,208
------------ ------------
Operating income before corporate expenses 6,473 8,660
Corporate expenses 2,255 1,666
------------ ------------
Operating income 4,218 6,994
Interest income, net 1,398 1,927
Other, net 364 -
------------ ------------
Income before income tax 5,980 8,921
Income tax 2,362 3,702
------------ ------------
Net income $ 3,618 $ 5,219
============ ============
Net income per common share -
basic and diluted $ 0.03 $ 0.05
Weighted average common shares outstanding:
Basic 108,982 108,815
Diluted 110,007 110,738
See accompanying notes to condensed consolidated financial statements.
3
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Three Months Ended
March 31,
----------------------------
2001 2000
------------ ------------
Cash flows from operating activities:
Net income $ 3,618 $ 5,219
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for bad debts 605 1,067
Depreciation and amortization 9,087 8,208
Deferred income taxes 800 750
Changes in operating assets and liabilities 8,630 (1,566)
Other, net 54 123
------------ ------------
Net cash provided by operating activities 22,794 13,801
------------ ------------
Cash flows from investing activities:
Property and equipment acquisitions (2,509) (2,528)
Dispositions of property and equipment 3 35
Additions to intangible assets (19) (34)
Increase in deferred charges and other assets (795) (2,761)
Acquisitions of radio stations - (75,002)
------------ ------------
Net cash used in investing activities (3,320) (80,290)
------------ ------------
Cash flows from financing activities:
Payments on long-term obligations
Proceeds from stock issuances, net of costs (9) (23)
873 411
------------ ------------
Net cash provided by financing activities 864 388
------------ ------------
Net increase (decrease) in cash and cash equivalents 20,338 (66,101)
Cash and cash equivalents at beginning of period 115,689 215,136
------------ ------------
Cash and cash equivalents at end of period $ 136,027 $ 149,035
============ ============
See accompanying notes to condensed consolidated financial statements.
4
HISPANIC BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2001
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
of Hispanic Broadcasting Corporation and subsidiaries (the "Company") have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
disclosures required by generally accepted accounting principles. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2001. For further information, refer to the consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000.
2. ACQUISITIONS AND DISPOSITIONS
2000 ACQUISITIONS
On October 15, 1999, the Company entered into an asset purchase
agreement to acquire for $75.0 million the assets of KRCD(FM) and KRCV(FM)
(formerly KACE(FM) and KRTO(FM)), serving the Los Angeles market (the "Los
Angeles Acquisition"). The Los Angeles Acquisition closed on January 31,
2000. The asset acquisition was funded with a portion of the proceeds from
the November 1999 secondary public stock offering (the "November 1999
Offering"). The stations' programming was converted to a single
Spanish-language format in February 2000.
On May 31, 2000, the Company entered into an asset purchase
agreement to acquire for $45.0 million the assets of KCOR(FM) and KBBT(FM)
(formerly KBUC(FM) and KRNH(FM)), serving the San Antonio market. The
KCOR(FM) and KBBT(FM) acquisitions closed on September 15, 2000 and September
29, 2000, respectively. The asset acquisitions were funded with a portion of
the proceeds from the November 1999 Offering. The stations' programming was
converted to separate Spanish-language formats.
PENDING TRANSACTIONS
On April 24, 2001, the Company entered into an asset purchase
agreement to acquire for $80.0 million the FCC licenses of a radio station
broadcasting at 106.5 MHz, serving the Houston market (the "Houston
Acquisition"). The asset acquisition will be funded with a portion of the
proceeds from the November 1999 Offering. The station's programming will be
an existing radio format from a different Company-owned radio station in the
Houston market. The Company also granted to an affiliate of the seller, an
option to program radio station KRTX(FM) which also serves the Houston market.
The Company's contracts for the acquisition of stations KOVA(FM) and
KLTO(FM) (both stations are currently owned by the Company) provided for an
increase in the purchase price in the event that the FCC authorized certain
station improvements. In November 2000, the FCC authorized the station
improvements. As of March 31, 2001, the Company has paid approximately $31.7
million of upgrade costs and additional purchase price (included in deferred
charges and other assets). The Company expects to incur approximately $1.3
million more of upgrade costs. The Company will use its available cash on
hand to fund these upgrade costs. The station upgrade is expected to be
completed and operating in the third quarter of 2001.
5
3. LONG-TERM OBLIGATIONS
The Company's ability to borrow under the $258.8 million revolving
credit facility (the "Credit Facility") is subject to compliance with
certain financial ratios and other conditions set forth in the Credit
Facility. The Credit Facility is secured by the stock of the Company's
subsidiaries. Borrowings under the Credit Facility bear interest at a rate
based on the LIBOR rate plus an applicable margin as determined by the
Company's leverage ratio. As of March 31, 2001, the Company has $258.8
million of credit available, and may elect under the terms of the Credit
Facility to increase the facility by $138.8 million. The Credit Facility
commitment began reducing on September 30, 1999 and continues quarterly
through December 31, 2004. As of March 31, 2001 and 2000, the Company had no
outstanding balance due on the Credit Facility.
4. STOCKHOLDERS' EQUITY
On May 25, 2000, the Board of Directors of the Company authorized a
two-for-one stock split payable in the form of a stock dividend of one share
of common stock for each issued and outstanding share of common stock. The
dividend was paid on June 15, 2000 to all holders of common stock at the
close of business on June 5, 2000. All financial information related to the
number of shares of the Company's common stock and per share amounts have
been restated to give effect to the split.
The following is a reconciliation of the numerators and denominators
of the basic and diluted earnings per share computations (in thousands):
Three Months Ended March 31,
----------------------------
2001 2000
----------- -----------
Numerator:
Net income $ 3,618 $ 5,219
=========== ===========
Denominator:
Denominator for basic earnings per share 108,982 108,815
Effect of dilutive securities:
Stock options 1,009 1,918
Employee Stock Purchase Plan 16 5
----------- -----------
Denominator for diluted earnings per share 110,007 110,738
=========== ===========
Stock options which were excluded from the computation of diluted
earnings per share due to their antidilutive effect amounted to 1.3 million
and zero shares for the three months ended March 31, 2001 and 2000,
respectively.
5. LONG-TERM INCENTIVE PLAN
On May 21, 1997, the stockholders of the Company approved the
Hispanic Broadcasting Corporation Long-Term Incentive Plan (the "Incentive
Plan"). The types of awards that may be granted under the Incentive Plan
include (a) incentive stock options, (b) non-qualified stock options, (c)
stock appreciation rights, (d) rights to receive a specified amount of cash
or shares of Class A Common Stock and (e) restricted stock. In addition, the
Incentive Plan provides that directors of the Company may elect to receive
some or all of their annual director compensation in the form of shares of
Class A Common Stock. Subject to certain exceptions set forth in the
Incentive Plan, the aggregate number of shares of Class A Common Stock that
may be the subject of awards under the Incentive Plan at one time shall be an
amount equal to (a) ten percent of the total number of shares of Class A
Common Stock outstanding from time to time minus (b) the total number of
shares of Class A Common Stock subject to outstanding awards on the date of
calculation under the Incentive Plan and any other stock-based plan for
employees or directors of the Company (other than the Company's Employee
Stock Purchase Plan). The Company has incentive and non-qualified stock
options outstanding for 4,787,257 shares of Class A Common Stock primarily to
directors and key employees. The exercise prices
6
range from $8.22 to $51.38 per share and were equal to the fair market value
of the Class A Common Stock on the dates such options were granted.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The performance of a radio station group is customarily measured by
its ability to generate broadcast cash flow. The two components of broadcast
cash flow are net revenues (gross revenues net of agency commissions) and
operating expenses (excluding depreciation, amortization and corporate
general and administrative expense). The primary source of revenues is the
sale of broadcasting time for advertising. The most significant operating
expenses for purposes of the computation of broadcast cash flow are employee
salaries and commissions, programming expenses, and advertising and promotion
expenses. Management of the Company strives to control these expenses by
working closely with local station management. The Company's revenues vary
throughout the year. As is typical in the radio broadcasting industry, the
first calendar quarter generally produces the lowest revenues. The second
and third quarters generally produce the highest revenues.
Another measure of operating performance is EBITDA. EBITDA consists
of operating income or loss excluding depreciation and amortization.
Broadcast cash flow and EBITDA are not calculated in accordance with
generally accepted accounting principles. These measures should not be
considered in isolation or as substitutes for operating income, cash flows
from operating activities or any other measure for determining operating
performance or liquidity that is calculated in accordance with generally
accepted accounting principles. Broadcast cash flow and EBITDA do not take
into account the Company's debt service requirements and other commitments
and, accordingly, broadcast cash flow and EBITDA are not necessarily
indicative of amounts that may be available for dividends, reinvestment in
the Company's business or other discretionary uses.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 2000
The results of operations for the three months ended March 31, 2001
are not comparable to the results of operations for the same period in 2000
primarily due to the radio station broadcasting at 94.1 MHz (KLNO(FM)) in
Dallas on September 24, 1999, the start-up of radio stations KRCD(FM) and
KRCV(FM) in Los Angeles on January 31, 2000, the start-up of radio stations
KCOR(FM) and KBBT(FM) in San Antonio on September 15, 2000 and September 29,
2000, respectively, the programming format change on radio stations
KDXX(AM/FM), KDXT(FM) and KDOS(FM) in Dallas on February 1, 2000, and the
start-up of HBCi, the Company's Internet subsidiary on January 1, 2000.
Net revenues increased by $1.2 million or 2.6% to $47.8 million for
the three months ended March 31, 2001 from $46.6 million for the same period
in 2000. Net revenues increased for the three months ended March 31, 2001,
compared to the same periods in 2000 primarily because of (a) revenues from
start-up stations acquired or reformatted in 1999 and 2000, and (b) revenue
growth of same stations.
Operating expenses increased by $2.5 million or 8.4% to $32.2
million for the three months ended March 31, 2001 from $29.7 million for the
same period in 2000. Operating expenses increased primarily due to (a)
increases in operating expenses of start-up stations, (b) costs associated
with the development, launch and operation of the Company's radio station
Internet websites and local portals, and (c) an increase in operating
expenses of same stations mostly due to higher rent associated with the
expansion of the Company's studio facilities in one of its markets. We
increased the sales and marketing initiatives which began in 2000. The
provision for bad debts for the three months ended March 31, 2001 decreased
by $0.5 million over the same period of 2000 primarily due to our estimate in
2000 that a certain agency account is uncollectable. As a
7
percentage of net revenues, operating expenses increased to 67.4% from 63.7%
for the three months ended March 31, 2001 and 2000, respectively.
Operating income before corporate expenses, depreciation and
amortization ("broadcast cash flow") for the three months ended March 31,
2001 decreased $1.3 million, to $15.6 million compared to $16.9 million for
the same period in 2000. As a percentage of net revenues, broadcast cash
flow decreased to 32.6% from 36.3% for the three months ended March 31, 2001
and 2000, respectively.
Corporate expenses increased $0.6 million or 35.3% to $2.3 million
for the three months ended March 31, 2001 from $1.7 million for the same
period in 2000. The increase was primarily due to higher staffing, legal and
accounting costs. As a percentage of net revenues, corporate expenses
increased to 4.8% from 3.6% for the three months ended March 31, 2001 and
2000, respectively.
EBITDA for the three months ended March 31, 2001 decreased 12.5%, to
$13.3 million compared to $15.2 million for the same period in 2000. As a
percentage of net revenues, EBITDA decreased to 27.8% from 32.6% for the
three months ended March 31, 2001 and 2000, respectively.
Depreciation and amortization for the three months ended March 31,
2001 increased 11.0% to $9.1 million compared to $8.2 million for the same
period in 2000. The increase is due to radio station acquisitions and
capital expenditures.
Interest income, net decreased to $1.4 million from $1.9 million for
the three months ended March 31, 2001 and 2000, respectively. The decrease
for the three months ended March 31, 2001 compared to the same period in 2000
was due to cash and cash equivalents being higher in 2000 than in 2001.
Other, net increased to $0.4 million for the three months ended
March 31, 2001. The increase was due to the final award received by the
Company related to an arbitration proceeding.
Federal and state income taxes are being provided at an effective
rate of 39.5% and 41.5% for the three months ended March 31, 2001 and 2000,
respectively. The decrease in the effective rate is due to a lower effective
state tax rate.
For the three months ended March 31, 2001, the Company's net income
totaled $3.6 million ($0.03 per common share) compared to $5.2 million ($0.05
per common share) in the same period in 2000.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the three months ended
March 31, 2001 was $22.8 million as compared to $13.8 million for the same
period in 2000. The $9.0 million increase from 2000 to 2001 is due to a
greater amount of account receivable collections in 2001. Net cash used in
investing activities was $3.3 and $80.3 million for the three months ended
March 31, 2001 and 2000, respectively. The $77.0 million decrease from 2000
to 2001 is primarily due to the acquisition of KRCD(FM) and KRCV(FM) for
$75.0 million and a $2.0 million increase in notes receivable which occurred
in the three months ended March 31, 2000. Net cash provided by financing
activities was $0.9 and $0.4 million for the three months ended March 2001
and 2000, respectively. The $0.5 million increase from 2000 to 2001 is due
to the proceeds from the issuance of stock under the Incentive Plan.
Generally, capital expenditures are made with cash provided by
operations. Capital expenditures totaled $2.5 million for the three months
ended March 31, 2001 and 2000. Approximately $1.3 million of the capital
expenditures incurred during the three months ended March 31, 2001 related to
radio signal upgrade projects for three different radio stations and the
build-out of studio and office space in Los Angeles, Dallas, New York, San
Francisco, Miami, San Antonio and Houston compared to $0.9 million incurred
in the same period in 2000 for radio signal upgrade projects and the
build-out of studios in New York, Dallas and Phoenix.
8
Available cash on hand plus cash flow provided by operations was
sufficient to fund the Company's operations, meet its debt obligations, and
to fund capital expenditures. Management believes the Company will have
sufficient cash on hand and cash provided by operations to finance its
operations, satisfy its debt service requirements, and to fund capital
expenditures. Management regularly reviews potential acquisitions. Future
acquisitions will be financed primarily through available cash on hand,
proceeds from borrowings under the Credit Facility, proceeds from securities
offerings, and/or from cash provided by operations.
FORWARD LOOKING STATEMENTS
Certain statements contained in this report are not based on
historical facts, but are forward looking statements that are based on
numerous assumptions made as of the date of this report. When used in the
preceding and following discussions, the words "believes," "intends,"
"expects," "anticipates" and similar expressions are intended to identify
forward looking statements. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed in any of the forward looking statements. Such risks and
uncertainties include, but are not limited to, industry-wide market factors
and regulatory developments affecting the Company's operations, acquisitions
and dispositions of broadcast properties described elsewhere herein, the
financial performance of start-up stations, and efforts by the new management
to integrate its operating philosophies and practices at the station level.
This report should be read in conjunction with the Company's Annual Report on
Form 10-K for the year ended December 31, 2000. The Company disclaims any
obligation to update the forward looking statements in this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is subject to interest rate risk on the interest earned
on cash and cash equivalents. A change of 10% in the interest rate earned on
short-term investments would not have had a significant impact on the
Company's historical financial statements.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in various claims and lawsuits, which are
generally incidental to its business. The Company is vigorously contesting
all such matters and believes that their ultimate resolution will not have a
material adverse effect on its consolidated financial position or results of
operations.
9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
3.1 Second Amended and Restated Certificate of Incorporation of the
Company dated February 14, 1997 (incorporated by reference to
Exhibit 3.1 to the Company's Form 8-K filed on March 3, 1997).
3.2 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 4, 1998
(incorporated by reference to Exhibit 3.1 to the Company's
Form 10-Q filed on November 12, 1998).
3.3 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 3, 1999
(incorporated by reference to Exhibit 3.3 to the Company's
Form 10-Q filed on August 12, 1999).
3.4 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated May 25, 2000
(incorporated by reference to Exhibit 3.4 to the Company's
Form 10-Q filed on August 11, 2000).
3.5 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Amendment No. 3 to Form S-1 (Registration No. 33-78370) filed
on July 8, 1994).
10.1 Employment, Nonsolicitation and Arbitration Agreement, dated
March 1, 2001, by and between HBC Management Company, Inc. and
Gary Stone.
(b) Reports on Form 8-K
None
10
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.
HISPANIC BROADCASTING CORPORATION
---------------------------------
(Registrant)
/s/ Jeffrey T. Hinson
---------------------------------
Jeffrey T. Hinson
Senior Vice President/
Chief Financial Officer
Dated: May 14, 2001
11
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Second Amended and Restated Certificate of Incorporation of the
Company dated February 14, 1997 (incorporated by reference to
Exhibit 3.1 to the Company's Form 8-K filed on March 3, 1997).
3.2 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 4, 1998
(incorporated by reference to Exhibit 3.1 to the Company's
Form 10-Q filed on November 12, 1998).
3.3 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated June 3, 1999
(incorporated by reference to Exhibit 3.3 to the Company's
Form 10-Q filed on August 12, 1999).
3.4 Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation of the Company dated May 25, 2000
(incorporated by reference to Exhibit 3.4 to the Company's
Form 10-Q filed on August 11, 2000).
3.5 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Amendment No. 3 to Form S-1 (Registration No. 33-78370) filed
on July 8, 1994).
10.1 Employment, Nonsolicitation and Arbitration Agreement, dated
March 1, 2001, by and between HBC Management Company, Inc. and
Gary Stone.
12