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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1999 Commission File Number 0-25574
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TELECOMMUNICATIONS INCOME FUND X, L.P.
--------------------------------------
(Exact name of Registrant as specified in its charter)
Iowa 0-25574
---- -------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Second Street S.E., Cedar Rapids, Iowa 52401
------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (319) 365-2506
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interest (the "Units")
------------------------------------------
Title of Class
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 filings
requirements for the past 90 days.
Yes X No
--- ---
As of August 3, 1999, 89,207 units were issued and outstanding. Based on the
book value of $121.92 per unit, the aggregate market value at August 3, 1999 was
$10,876,117.
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TELECOMMUNICATIONS INCOME FUND X, L.P.
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
Balance Sheets - June 30, 1999 and December 31, 1998 3
Statements of Income and Comprehensive Income (Loss) -
three months ended June 30, 1999 and three months ended June 30, 1998 4
six months ended June 30, 1999 and six months ended June 30, 1998 5
Statement of Changes in Partners' Equity - six months ended June 30, 1999 6
Statements of Cash Flows - six months ended June 30, 1999 and six
months ended June 30, 1998 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Signatures 14
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TELECOMMUNICATIONS INCOME FUND X, L.P.
BALANCE SHEETS (UNAUDITED)
June 30, 1999 December 31, 1998
------------- -----------------
ASSETS
Cash and cash equivalents $ 39,292 $ 67,570
Available-for-sale securities 1,450,057 1,451,946
Net investment in direct financing leases
and notes receivable (Note B) 12,759,773 11,475,014
Allowance for possible losses (542,828) (445,718)
------------ ------------
Direct financing leases and notes receivable, net 12,216,945 11,029,296
Equipment held for sale (Note D) 57,776 57,776
Other assets 30,553 8,809
------------ ------------
TOTAL ASSETS $ 13,794,623 $ 12,615,397
============ ============
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Line of credit agreement (Note C) $ 2,415,670 $ 15,433
Outstanding checks in excess of bank balance -- 436,199
Due to affiliates 17,806 24,602
Distributions payable to partners 200,851 201,719
Accrued expenses and other liabilities 116,165 110,868
Lease security deposits 160,456 170,958
------------ ------------
TOTAL LIABILITIES 2,910,948 959,779
------------ ------------
PARTNERS' EQUITY, 100,000 units authorized:
General partner, 40 units issued and outstanding 7,602 7,934
Limited partners, 89,227 and 89,613 units issued and
outstanding at June 30, 1999 and December 31, 1998 10,369,528 11,139,249
Unrealized gain on available-for-sale securities 506,545 508,435
------------ ------------
TOTAL PARTNERS' EQUITY 10,883,675 11,655,618
------------ ------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 13,794,623 $ 12,615,397
============ ============
See accompanying notes.
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TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended
June 30, 1999 June 30, 1998
------------------------------
INCOME:
Lease income $ 350,295 $ 389,713
Interest income 37,770 36,616
Gain on lease terminations 28,874 292,163
Other 2,949 22,713
--------- ---------
Total income 419,888 741,205
--------- ---------
EXPENSES:
Management fees 45,525 46,248
Administrative services 21,000 22,912
Interest 50,139 70,692
Professional fees 14,046 41,521
Provision for possible losses 12,851 6,001
Impairment loss on equipment -0- 24,366
Other 35,980 44,059
--------- ---------
Total expenses 179,541 255,799
--------- ---------
Net income 240,347 485,406
Other comprehensive income/(loss):
Unrealized gain/(loss) on available-
-for-sale securities (566,581) 23,980
--------- ---------
Comprehensive income/(loss) $(326,234) $ 509,386
========= =========
Net income per partnership unit $ 2.69 $ 5.40
========= =========
Weighted average partnership units outstanding 89,283 89,833
See accompanying notes.
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TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Six Months Ended
June 30, 1999 June 30, 1998
-----------------------------
INCOME:
Lease income $ 749,198 $ 1,082,901
Interest income 92,112 75,236
Gain on lease terminations 30,609 450,997
Other 13,568 33,779
----------- -----------
Total income 885,487 1,642,913
----------- -----------
EXPENSES:
Management fees 100,413 113,392
Administrative services 42,000 46,778
Interest 85,006 225,316
Professional fees 61,100 88,628
Provision for possible losses 76,954 19,003
Impairment loss on equipment -0- 48,734
Other 54,136 98,041
----------- -----------
Total expenses 419,609 639,892
----------- -----------
Net income 465,878 1,003,021
Other comprehensive loss:
Unrealized loss on available-
-for-sale securities (1,890) (20,984)
----------- -----------
Comprehensive income $ 463,988 $ 982,037
=========== ===========
Net income per partnership unit $ 5.21 $ 11.16
=========== ===========
Weighted average partnership units outstanding 89,377 89,861
See accompanying notes.
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TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENT OF CHANGES IN PARTNERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1999
(UNAUDITED)
General Unrealized Gain/ Total
Partner Limited Partners (Loss) on Available- Partners'
(40 Units) Units Amount for-Sale Securities Equity
- ---------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998 $7,934 89,613 $ 11,139,249 $ 508,435 $ 11,655,618
Net income 101 -- 225,430 -- 225,531
Distributions (270) -- (603,977) -- (604,247)
Withdrawal of limited partners -- (286) (22,054) -- (22,054)
Change in unrealized gain/(loss)
on available-for-sale securities -- -- -- 564,691 564,691
------------------------------------------------------------------------------
Balance at March 31, 1999 7,765 89,327 10,738,648 1,073,126 11,819,539
Net income 107 -- 240,240 -- 240,347
Distributions (270) -- (602,282) -- (602,552)
Withdrawal of limited partners -- (100) (7,078) -- (7,078)
Change in unrealized gain/(loss)
on available-for-sale securities -- -- -- (566,581) (566,581)
------------------------------------------------------------------------------
Balance at June 30, 1999 $7,602 89,227 $ 10,369,528 $ 506,545 $ 10,883,675
==============================================================================
See accompanying notes.
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TELECOMMUNICATIONS INCOME FUND X, L.P.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1998
------------- -------------
OPERATING ACTIVITIES
Net Income $ 465,878 $ 1,003,021
Adjustments to reconcile net income to net cash from operating activities:
Amortization 6,292 4,430
Provision for possible losses 76,954 19,003
Gain on lease terminations (30,609) (450,997)
Impairment loss on equipment -- 48,735
Changes in operating assets and liabilities:
Other assets (21,744) (33,455)
Outstanding checks in excess of bank balance (436,199) --
Due to affiliates (6,796) (1,593)
Accrued expenses and other liabilities 5,297 (67,391)
----------- -----------
Net cash from operating activities 59,073 521,753
----------- -----------
INVESTING ACTIVITIES
Acquisitions of, and purchases of equipment, for direct financing leases (2,310,351) (633,415)
Issuance of notes receivable (776,082) --
Repayments of direct financing leases 1,087,202 1,107,026
Repayments of notes receivable 127,122 --
Proceeds from early termination of direct financing leases 382,017 4,487,861
Proceeds from early termination of notes receivable 249,806 --
Net lease security deposits repaid (10,502) (187,036)
----------- -----------
Net cash from investing activities (1,250,788) 4,774,436
----------- -----------
FINANCING ACTIVITIES
Borrowings from line-of-credit 4,148,220 --
Net repayments of line-of-credit (1,747,983) (3,448,403)
Repayments of long term debt -- (429,542)
Distributions paid to partners (1,207,668) (1,213,124)
Redemption of partnership units (29,132) (9,134)
----------- -----------
Net cash from financing activities 1,163,437 (5,100,203)
----------- -----------
Net increase (decrease) in cash and cash equivalents (28,278) 195,986
Cash and cash equivalents at beginning of period 67,570 5,928
----------- -----------
Cash and cash equivalents at end of period $ 39,292 $ 201,914
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 70,299 $ 253,352
North American miscellaneous receivable written off -- 493,913
North American security deposits of leases written off -- 99,071
Unrealized gain (loss) on securities available for sale (1,890) (20,982)
See accompanying notes.
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TELECOMMUNICATIONS INCOME FUND X, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited financial statements 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 information and footnotes required
by generally accepted accounting principles for complete financial statements.
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 six months ended June 30, 1999 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1999. For further information, refer to the financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-K for the year
ended December 31, 1998.
NOTE B -- NET INVESTMENT IN DIRECT FINANCING LEASES AND NOTES RECEIVABLE
Components of the net investment in direct financing leases and notes receivable
are as follows:
June 30, 1999 December 31, 1998
------------- -----------------
Lease payments receivable $ 13,409,188 $ 12,713,308
Estimated residual values of leased equipment 753,263 644,853
Unamortized initial direct costs 18,219 22,840
Unearned lease income (2,618,384) (2,704,320)
Notes receivable 1,197,487 798,333
------------ ------------
Net investment in direct financing leases $ 12,759,773 $ 11,475,014
============ ============
Due to cash flow problems experienced during 1997 by a lessee of the
Partnership, North American Communications Group, Inc. ("NACG"), the
Partnership, in an attempt to protect the assets leased to NACG, advanced funds
to various entities to whom NACG owed money related to the operation of such
leased assets. In addition, the Partnership assisted in arranging a management
agreement between NACG and another entity to attempt to improve NACG's cash flow
generated by the leased assets. In spite of the funds advanced by the
Partnership and the management agreement, the cash flow of NACG continued to
deteriorate. The General Partner actively solicited bids from parties to
purchase the assets associated with the Partnership leases to NACG. Based on the
value of similar assets and contract sites, management believed the equipment
leased to NACG had substantial value. However, the offers received were not
adequate to cover additional funds that were required to be advanced to keep the
equipment sites operating. The General Partner, therefore, determined it was no
longer economically feasible to continue to advance funds on behalf of NACG,
discontinued doing so and informed all site operators of that decision. As a
result, the Partnership decided to provide for a specific allowance of
$3,319,159 at December 31, 1997, which was equal to the carrying value of the
leases and advances associated with NACG. The Partnership foreclosed on the
assets underlying the leases and charged-off the lease receivables to the
specific allowance during 1998.
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The Partnership and an affiliated partnership, Telecommunications Income Fund
IX, have initiated a foreclosure action against NACG and the guarantors under
the leases and advances seeking the sale of the assets and a judgment against
NACG and the guarantors for any deficiency. The Partnership received a
settlement of $105,000 in the first quarter of 1999, and credited this to the
allowance for possible loan and lease losses.
Note C -- CREDIT ARRANGEMENTS
The Partnership has a line of credit agreement with a bank that carries interest
at 1% over prime (8.75% at June 30, 1999). The agreement was amended August 26,
1998 to extend the maturity date to June 30, 2000, reduce the borrowing amount
to the lesser of $4.0 million, or 40% of the Partnership's Qualified Accounts,
as defined in the agreement, and require minimum monthly interest payments of
$4,000 beginning in December 1998. The agreement is cancelable by the lender
after giving a 90-day notice and is collateralized by substantially all assets
of the Partnership. The line of credit is guaranteed by the General Partner and
certain affiliates of the General Partner. The General Partner believes amounts
available under the line of credit are adequate for the foreseeable future.
Note D -- EQUIPMENT HELD FOR SALE
In May 1995, the Partnership exercised its right to manage the assets leased to
Telecable/Continental due to nonpayment of lease receivables. At the time the
Partnership assumed management of these assets, its net investment in the leases
and notes receivable approximated $2,400,000 and the Partnership subsequently
purchased approximately $200,000 of additional equipment. During 1996,
$1,431,000 of this net investment was leased to an unrelated third party under a
direct financing lease, which was paid off in December 1996. The remaining net
equipment cost, which had been depreciated to $938,693 and relates to hotel
satellite television equipment, is expected by management to be recovered
through the sale of the equipment. Such equipment cost has been adjusted for an
impairment loss of $621,000 in 1996, $205,693 in 1997 and $54,224 in 1998, to
reflect management's estimated fair market value of the equipment. The equipment
was held for sale by the Partnership throughout 1997 and 1998 and no further
decline has occurred in 1999. The Partnership is actively trying to sell the
equipment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1999 1998 1999 1998
---------- ---------- ---------- ----------
Lease income $ 350,295 $ 389,713 $ 749,198 $1,082,901
Interest income 37,770 36,616 92,112 75,236
Gain on lease terminations 28,874 292,163 30,609 450,997
Management fee expense 45,525 46,248 100,413 113,392
Interest expense 50,139 70,692 85,006 225,316
Impairment loss on equipment -- 24,366 -- 48,734
Provision for possible losses 12,851 6,001 76,954 19,003
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Lease income declined during the three-month period ended June 30, 1999 as
compared to the same period last year, primarily due to the decline in the
Partnership's lease portfolio. The Partnership's net investment in direct
financing leases has declined approximately $1.4 million from the balance at
June 30, 1998. This decrease is attributable to the early termination of certain
leases in 1998 at the request of lessees. The early terminations enabled the
Partnership to recognize gains on terminations of $292,163 in the second quarter
of 1998.
Net Income for the second quarter of 1999 was $240,347, while the Partnership
had a comprehensive loss of $326,234 for the quarter. The comprehensive loss is
attributable to an unrealized loss on available for sale securities of $566,581
for the quarter. The Partnership owns two securities and carries these on the
balance sheet at fair value, recording the unrealized gain (or loss) as an
increase (or decrease) to partners' equity. One security decreased in value
$566,100 during the quarter, while the other decreased in value $481. For the
first six months of 1999 net income was $465,878, while comprehensive income was
$463,988 for the same period. The unrealized loss for the first six months of
1999 was $1,890. The fair value of the two securities carried on the balance
sheet totalled $1,450,057 at June 30, 1999. Following the end of the quarter,
one of the securities has recovered some value and as of August 3, 1999, the
value of the securities totalled $1,703,092.
Management fees are paid to the General Partner and represent 5% of the gross
lease and note payments received. Gross lease and note payments totalled
$910,500 for the three months ended June 30, 1999 and $924,960 for the three
months ended June 30, 1998.
The decrease in interest expense is a result of the Partnership's lower loan
balances throughout the first six months of 1999 compared to the first six
months of 1998. The Partnership used the proceeds of various lease terminations
in 1998 to reduce the balance of its line of credit and notes payable, resulting
in less interest expense. The balance on the line of credit was $2,415,670 at
June 30, 1999.
The provision for possible losses increased for the second quarter of 1999 and
for the first six months of 1999 compared to the same periods a year ago due to
the acquisition of leases in 1999. As discussed in Note B to the financial
statements, the Partnership received a settlement from NACG in the amount of
$105,000 in the first quarter of 1999, and credited this to the allowance for
possible loan and lease losses. The Partnership provides for an estimated
reserve, which was $542,828 at June 30, 1999, or 4.3% of the lease and notes
receivable portfolio of $12,759,773. The General Partner has determined all loss
reserves are adequate at June 30, 1999. The General Partner has established
general and specific loss reserves as follows:
June 30, 1999 June 30, 1998
------------- -------------
General Reserve $426,296 $516,053
Specific Reserve - UTS 14,101 14,101
Specific Reserve - TeleCable 50,000 --
Specific Reserve - Property Taxes 52,431 --
-------- --------
Total Reserves $542,848 $530,154
======== ========
At June 30, 1999, there were two customers with payments over 90 days past due.
One customer has four contracts with payments past due over 90 days. The
contract balance remaining on these four contracts totals $3,283,968, while the
Partnership's net investment totals $2,641,994. The other customer, a related
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party of the first, has one contract with a balance remaining of $726,528. The
Partnership's net investment in this contract is $562,289. This customer, and
it's related party, are in the process of negotiating financing with a major
lending institution, and as such, the Partnership has not established reserves
for this particular customer as of June 30, 1999. When a payment is past due
more than 90 days, the Partnership discontinues recognizing income on the
contract.
The Partnership's portfolio of leases and notes receivable are concentrated in
pay telephones, office and computer equipment, and ATM machines, representing
approximately 49%, 21%, and 19%, respectively, of the portfolio at June 30,
1999. Four lessees account for approximately 67% of the Partnership's portfolio
at June 30, 1999. One of those customers is past due over 90 days and has a
contract balance remaining of $3,283,968, as mentioned above. This particular
customer accounts for 21% of the Partnership's portfolio at June 30, 1999.
YEAR 2000 ISSUE
The Partnership recognizes that the arrival of the Year 2000 poses a unique
challenge to the ability of all systems to recognize the date change from
December 31, 1999 to January 1, 2000. The costs of ensuring systems are
compatible with the Year 2000 are not believed to be material. There are no
non-information technology processes that the Partnership has identified which
would affect its operations. An assessment of the readiness of external entities
which it interfaces with, such as vendors, customers, and others, is ongoing. At
present the Partnership does not contemplate that any specific charges will be
incurred for this assessment or any other costs directly related to fixing Year
2000 issues, and if there are any related expenditures, does not expect them to
be significant.
The Partnership is assessing the impact of the Year 2000 issue on information
technology and non-information technology systems used by lessees. No lessee is
contractually obligated to become Year 2000 compliant or to disclose their
capabilities to the Partnership. The Partnership has not yet determined whether
the Year 2000 issue has been addressed by all of its customers. The Partnership
has contacted some of its customers and will continue to contact its customers
in 1999. In a worst case scenario, the inability of lessees to be Year 2000
compliant could result in delayed or no payment of amounts due to the
Partnership. The Partnership has no contingency plans at this time to alleviate
this worst case scenario should it be encountered.
LIQUIDITY AND CAPITAL RESOURCES
Six Months Ended
June 30, 1999 June 30, 1998
- ---------------------------------------------------------------------------------------
Major Cash Sources:
Repayments of leases and notes receivable $1,214,324 $1,107,026
Proceeds from early termination of leases
and notes receivable 631,823 4,487,861
Borrowings from line of credit 4,148,220 --
Major Cash Uses:
Acquisitions of equipment for direct financing leases 2,310,351 633,415
Issuance of notes receivable 776,082 -0-
Payments on line of credit 1,747,983 3,448,403
Distributions to partners 1,207,668 1,213,124
- ---------------------------------------------------------------------------------------
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The Partnership has a line of credit agreement with a bank that carries interest
at 1% over prime (8.75% at June 30, 1999). The agreement was amended August 26,
1998 to extend the maturity date to June 30, 2000, reduce the borrowing amount
to the lesser of $4.0 million, or 40% of the Partnership's Qualified Accounts,
as defined in the agreement, and require minimum monthly interest payments of
$4,000 beginning in December 1998. The agreement is cancelable by the lender
after giving a 90-day notice and is collateralized by substantially all assets
of the Partnership. The line of credit is guaranteed by the General Partner and
certain affiliates of the General Partner. The General Partner believes amounts
available under the line of credit are adequate for the foreseeable future. The
Partnership is required to establish working capital reserves of not less than
1% of the proceeds to satisfy general liquidity requirements, operating costs of
equipment, and the maintenance and refurbishment of equipment. These funds are
available under the Partnership's line of credit.
At June 30, 1999, adequate cash is being generated to make projected
distributions, however, net income continues to remain below amounts
distributed.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
EQUITY PRICE SENSITIVITY
The table provides information about the Partnership's marketable equity
securities that are sensitive to changes in prices. The table presents the
carrying amount and fair value at June 30, 1999.
Carrying Amount Fair Value
-------------- -------------
Common Stock-Company A $ 1,446,700 $ 1,446,700
Common Stock-Company B 3,357 3,357
-------------- -------------
Total $ 1,450,057 $ 1,450,057
============== =============
The Partnership's primary market risk exposure with respect to marketable equity
securities is equity price. The Partnership's general strategy in owning
marketable equity securities is long-term growth in the equity value of emerging
companies in order to increase the rate of return to the limited partners over
the life of the Partnership. The primary risk of the portfolio is derived from
the underlying ability of the companies invested in to satisfy debt obligations
and their ability to maintain or improve common equity values. Since the
investments are in emerging companies, the equity prices can be volatile. At
June 30, 1999, the amount at risk was $1,450,057.
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INTEREST RATE SENSITIVITY
The table below provides information about the Partnership's notes receivable
that are sensitive to changes in interest rates. For notes receivable, the table
presents principal cash flows and related weighted average interest by expected
maturity dates as of June 30, 1999.
Average
Expected Maturity Date Principal Balance Due Interest Rate
- ---------------------- --------------------- -------------
1999 $ 171,120 14.5%
2000 364,208 14.6%
2001 417,255 15.1%
2002 147,441 15.6%
2003 and thereafter 97,463 16.4%
-----------
Total $ 1,197,487
===========
Fair Value $ 1,197,487
===========
The Partnership manages interest rate risk, its primary market risk exposure
with respect to notes receivable, by limiting the terms of notes receivable to
no more than five years and generally requiring full repayment ratably over the
term of the note.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In December 1998, the Partnership, Telecommunications Income Fund IX, the
General Partner, North American Communications Group ("NACG"), and others filed
a suit against Shelby County, Tennessee ("County"). The County removed that suit
from Tennessee State Court to Federal Court. The suit alleges, among other
things, damages for wrongful termination of the pay phone contract between NACG
and Shelby County and racial discrimination by the County against NACG. The
County has filed an answer and discovery is proceeding. The Partnership has
hired an expert to review specific information concerning this lawsuit. Once
that examination is finalized, the Partnership can then make a determination of
how to proceed.
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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.
TELECOMMUNICATIONS INCOME FUND X, L.P.
(Registrant)
Date: August 9, 1999 /s/ Ronald O. Brendengen
----------------------------------------------
Ronald O. Brendengen, Chief Financial Officer,
Treasurer
Date: August 9, 1999 /s/ Daniel P.Wegmann
----------------------------------------------
Daniel P. Wegmann, Controller
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