1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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: 0-28108
Suburban Lodges of America, Inc.
Georgia 58-1781184
(State of Incorporation) (I.R.S. Employer
Identification No.)
1000 Parkwood Circle
Suite 850
Atlanta, Georgia 30339
(Address of principal executive offices)
770-951-9511
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 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 / /
Number of shares of Common Stock, $0.01 par value outstanding as of August
9, 1996:
8,547,829
2
Suburban Lodges of America, Inc
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheets at December 31, 1995 and September 30, 1996 (unaudited) 3
Statements of Operations for the three month and nine month 4
periods ended September 30, 1995 and September 30, 1996 (unaudited)
Statements of Cash Flows for the nine month periods ended 5
September 30, 1995 and September 30, 1996 (Unaudited)
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
PART II. OTHER INFORMATION AND SIGNATURES 11
Signatures 12
Page 2
3
SUBURBAN LODGES OF AMERICA, INC.
BALANCE SHEETS
(Unaudited)
December 31, September 30,
1995 1996
------------ -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 687,432 $19,709,360
Prepaid and other assets 180,116 668,460
Advances to affiliates 5,000 100,000
Current deferred tax asset 33,611 93,702
----------- -----------
Total current 906,159 20,571,522
----------- -----------
DEFERRED TAX ASSET 0 183,000
----------- -----------
DEFERRED EXPENSES-NET 461,526 427,941
----------- -----------
INVESTMENT IN FACILITIES- AT COST:
Land 2,386,633 3,049,035
Building 9,359,201 21,597,898
Furniture and fixtures 1,004,875 2,215,212
Equipment 888,162 1,181,806
Construction in progress 1,988,674 14,403,096
----------- -----------
15,627,545 42,447,047
Less accumulated depreciation (1,990,982) (2,410,890)
----------- -----------
Net investment in facilities 13,636,563 40,036,157
----------- -----------
$15,004,248 $61,218,620
=========== ===========
LIABILITIES AND TOTAL CAPITAL
CURRENT LIABILITIES:
Current portion of long term debt $ 640,413 $0
Current portion of notes payable to affiliates 1,052,511 0
Accounts payable, trade 82,369 387,683
Construction accounts payable 544,602 1,128,331
Accrued interest 137,228 0
Accrued expenses and other liabilities 179,178 430,749
Unearned franchise fees 143,500 250,230
Income taxes payable 0 380,651
----------- -----------
Total current 2,779,801 2,577,644
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 11,552,359
LONG-TERM NOTES PAYABLE TO AFFILIATES 572,398
----------- -----------
Total liabilities 14,904,558 2,577,644
SHAREHOLDERS' EQUITY(DEFICIT):
Common stock 15 85,495
Additional paid-in capital 999 57,305,871
Retained earnings (deficit) (1,561,685) 1,249,610
Partners' and members capital 1,660,361
----------- -----------
Total capital 99,690 58,640,976
----------- -----------
$15,004,248 $61,218,620
=========== ===========
See accompanying notes to financial statements.
Page 3
4
SUBURBAN LODGES OF AMERICA, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED THREE MONTHS ENDED
SEP 30, 1995 SEP 30, 1996 SEP 30, 1995 SEP 30, 1996
------------ ------------ ------------ ------------
REVENUE:
Room revenue $3,171,204 $5,329,032 $1,147,193 $2,302,376
Other facility revenue 210,060 381,416 70,891 167,810
Franchise and other revenue 314,985 702,575 114,504 189,980
---------- ---------- ---------- ----------
Total revenue 3,696,249 6,413,023 1,332,588 2,660,166
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Facility operating expenses 1,518,894 2,578,303 527,643 1,146,103
Corporate operating expenses 553,993 974,163 184,142 377,067
Related party consulting 9,000 10,000 3,000 0
Depreciation and amortization 299,307 438,042 97,733 191,319
---------- ---------- ---------- ----------
Total costs and expenses 2,381,194 4,000,508 812,518 1,714,489
---------- ---------- ---------- ----------
OPERATING INCOME 1,315,055 2,412,515 520,070 945,677
INTEREST INCOME 347,228 208,147
INTEREST EXPENSE (688,418) (553,943) (246,395)
---------- ---------- ---------- ----------
626,637 2,205,800 273,675 1,153,824
INCOME TAX EXPENSE 585,860 432,684
---------- ---------- ---------- ----------
NET INCOME $ 626,637 $1,619,940 $ 273,675 $ 721,140
========== ========== ========== ==========
Pro forma earnings per share (Note 3):
Weighted average shares outstanding 5,918,623
==========
Pro forma earnings per common share $.23
==========
Earnings per share (Note 3):
Weighted average shares
outstanding 8,547,829
==========
Earnings per common share $.08
==========
See accompanying notes to financial statements.
Page 4
5
SUBURBAN LODGES OF AMERICA, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30
1995 1996
------------ ---------------
OPERATING ACTIVITIES:
Net income $ 626,637 $ 1,619,940
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 299,307 438,042
Changes in assets and liabilities:
Prepaid expenses and other assets (50,445) (488,344)
Advances to affiliates (29,500) (95,000)
Current deferred tax asset (60,091)
Deferred expenses, net (106,497) (163,916)
Change in unearned fees 106,730
Accounts payable, trade (7,499) 305,314
Accrued expenses 240,725 251,571
Accrued interest (46,193) (137,228)
Income taxes payable 380,651
---------- -----------
Net cash provided by operating activities 926,535 2,157,669
---------- -----------
INVESTING ACTIVITIES:
Purchase of land (263,000) (662,402)
Construction in progress (332,936) (12,414,422)
Construction accounts payable 583,729
Expenditures for buildings and improvements (2,342,199) (12,238,697)
Purchase of furniture,fixtures, and equipment (230,054) (1,503,981)
---------- -----------
Net cash used in investing activities (3,168,189) (26,235,773)
---------- -----------
FINANCING ACTIVITIES:
Additions to loan closing costs (250,000)
Proceeds from issuance of long-term debt 2,924,963 2,814,967
Principal payments on long-term debt (270,107) (14,981,894)
Payments on notes payable to affiliates 133,500 (1,624,909)
Payments on capital lease obligations (28,763) (25,845)
Proceeds from stock issuance 64,515,000
Offering costs (6,223,486)
Contributions from partners 263,000
Redemption of minority interest and other
distributions associated with the
corporate organization (485,160)
Distributions to partners (576,547) (638,641)
---------- -----------
Net cash provided by financing activities 2,446,046 43,100,032
---------- -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 204,392 19,021,928
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 467,203 687,432
---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 671,595 $19,709,360
========== ===========
See accompanying notes to financial statements.
Page 5
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Suburban Lodges of America, Inc.
Notes to Financial Statements
(Unaudited)
(1) General Matters
On May 29, 1996, Suburban Lodges of America, Inc.(the "Company") completed
an initial public offering of 3,795,000 shares of common stock, including
495,000 shares issued as a result of the exercise of the underwriters'
over-allotment option, at $17.00 per share (the "Offering"). Just prior to the
closing of the Offering, the Company acquired through merger and exchange of
common stock for partnership and limited liability company interests, the
assets of the limited liability companies and partnerships (collectively, the
"Predecessor Entities") which owned and operated 16 Suburban Lodges facilities
then in operation, construction or under development. The Company issued an
aggregate of 1,019,376 shares of common stock and paid $7.6 million of cash to
the partners and members of the Predecessor Entities. The acquisition of all
but two of the facilities acquired from the Company's controlling shareholder
and his partners and affiliates were accounted for as if they were a pooling of
interests. Accordingly, there was no increase in the carrying value of such
interests. The purchase method of accounting was applied with respect to the
acquisition of two of the facilities from the controlling shareholder and his
partners and affiliates. In addition, the purchase method of accounting was
applied with respect to the acquisition of five facilities from third parties.
Net proceeds to the Company from the Offering were approximately $58.6
million. The Company used a portion of the proceeds from the Offering to: (i)
repay approximately $21.0 million of indebtedness assumed in connection with the
Corporate Organization and (ii) payment of cash of approximately $7.6 million
in connection with the acquisition of facilities. The balance of the net
proceeds of approximately $30.0 million will be used to develop additional
Suburban Lodge facilities and for general corporate purposes.
(2) Basis of Presentation
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
for reporting on Form 10-Q. Accordingly, certain information and footnotes
required by generally accepted accounting principles for complete financial
statements have been omitted. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, which are necessary for a fair
presentation of financial position and results of operations have been made.
These interim financial statements should be read in conjunction with the
combined historical financial statements and the pro forma financial data, and
notes thereto, presented in the Company's Registration Statement on Form S-1
(Registration No. 333-2876), as amended (the "Registration Statement"), and the
Company's prospectus dated May 23, 1996, filed with the Securities and Exchange
Commission.
All significant intercompany balances and transactions have been
eliminated.
(3) Earnings per Share
Prior to May 28, 1996, the assets of the Company were owned and operated
by Suburban Lodges of America, Inc. and its affiliates and the Predecessor
Entities. The outstanding shares or other equity interests of the Predecessor
Entities differ substantially from the shares of common stock of the Company
outstanding after the Offering. Accordingly, the Company believes that the
presentation of historical per share information may not be meaningful.
Page 6
7
Earnings per common share for the three month period ended September 30,
1996, are computed by dividing net income by the weighted average shares
outstanding for the period.
The pro forma earnings per share for the nine month period ended September
30, 1996 have been calculated by dividing net income adjusted to provide for
income taxes (approximately $827,000 for the nine month period ended September
30, 1996) assuming a 37.5% effective tax rate by the weighted average number of
shares of common stock deemed to be outstanding during the period. Prior to
May 29, 1996, the Company was not fully subject to income taxes because it
consisted of partnerships and limited liability companies; however, if they
had been subject to income taxes, pro forma net income after taxes would have
been approximately $171,000 for the three month period ended September 30,
1995 and $392,000 and $1,379,000 for the nine month periods ended September 30,
1995 and 1996, respectively, assuming a 37.5% effective tax rate.
In accordance with Accounting Principles Board Opinion No. 15, the
Company has also computed supplemental earnings per common share to be $0.21 for
the nine month period ended September 30, 1996. Supplemental net income of
approximately $1,573,000 for the nine month period ended September 30, 1996
has been computed by adjusting historical net income for (i) the elimination
of interest expense on debt repaid with a portion of the proceeds of the
Offering; (ii) the inclusion of certain additional corporate operating
expenses; (iii) adjustments to depreciation and amortization; (iv) the
inclusion of Forest Park for the entire period; and (v) the computation of
income taxes for the entire period at a rate of 37.5%. For the period January
1, 1996 to May 29, 1996, the supplemental weighted average number of common
shares outstanding is based upon outstanding shares for the beginning of the
period of 6,622,251 which were shares issued in connection with the Corporate
Organization and its related stock split and the Offering as described in the
Company's Registration Statement. Through May 29, 1996, shares outstanding for
purposes of computing supplemental earnings per share exclude 1,925,705 shares
issued relative to amounts used for general corporate purposes. All shares
outstanding (8,547,829) are included in the calculation of supplemental
weighted average shares for the period May 30, 1996 to September 30, 1996.
Supplemental weighted average shares outstanding for the nine month period
ended September 30, 1996 are 7,496,873 based upon the above.
Page 7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
COMPARISON OF THE QUARTER ENDED SEPTEMBER 30, 1996 TO THE QUARTER ENDED
SEPTEMBER 30, 1995
Total revenue for the quarter ended September 30, 1996 was approximately
$2,660,000, which was an increase of $1,328,000, or 99.6%, over the quarter
ended September 30, 1995. Room revenue for the period increased by
approximately $1,155,000 of which approximately $1,105,000 was attributable to
the full quarter results of the Matthews, Conyers, Forest Park and Douglasville
facilities and the partial quarter results for the Louisville and Jonesboro
facilities, which opened during the quarter. $50,000 was attributable to
facilities open throughout both periods. The increase in room revenue for
facilities open throughout both periods resulted from a 7.2% increase in Weekly
REVPAR from $134.62 to $144.37. The increase resulted from a 10.0 % increase
in average weekly rates from $137.67 to $151.38, which was partially offset by
a slight decrease in occupancy.
Franchise and other revenue from corporate operations for the quarter
ended September 30, 1996, which includes management, construction and
development revenue, was approximately $190,000, an increase of $75,000, or
approximately 65.9%, over the quarter ended September 30, 1995. This increase
reflects the initial fees earned on several new openings as well as the
development fees on one new site placed under construction for a third party
franchise.
Facility operating expenses increased $618,000, or approximately 117%, to
$1,146,000 for the quarter ended September 30, 1996, from $528,000 for the
quarter ended September 30, 1995. The majority of this increase reflects the
full quarter expenses of the Matthews, Conyers, Forest Park and Douglasville
facilities, which totaled approximately $374,000, and the partial quarter
expenses of Louisville and Jonesboro totaling approximately $148,000, which
opened during the quarter. The balance of the increase in facility operating
expenses of $96,000 is related to facilities open during the entire quarter.
Depreciation and amortization increased $94,000, or approximately 95.8%,
principally as a result of the facilities which opened in 1996, noted above,
partial quarter costs for Louisville and Jonesboro, and the acquisition of the
Forest Park facility.
Corporate operating expenses increased $193,000, or approximately 105%, to
$377,000. This increase was due to the additional staffing in the financial,
operational and development segments of the business resulting from the new
openings and expanded growth plans. In addition, the Company incurred
additional expenses in legal and professional fees, insurance, and other
expenses related to being a public company
As a result of the initial public offering, all existing debt was retired
on or about May 29, 1996, resulting in no further interest expense through
September 30, 1996. This created a decrease in interest expense for the
quarter of $246,000. Interest income, in the amount of $208,000, was earned on
the net proceeds from the initial public offering. Income tax expense
increased by $433,000 as compared to 1995 because the Company became a taxable
entity in 1996.
Page 8
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COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1996 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995
Total revenue for the nine month period ended September 30, 1996 was
approximately $6,413,000, which was an increase of $2,717,000, or 73.5%, over
the nine month period ended September 30, 1995. Room revenue for the period
increased by approximately $2,158,000, of which approximately $1,988,000 was
attributable to the opening and full year-to-date results of the Matthews
facility which opened in August 1995, the partial year-to-date room revenue
for facilities which opened in 1996, as well as the acquisition of the Forest
Park facility in May 1996. Approximately $170,000 of the increase in revenue
was attributable to facilities open throughout both periods, reflecting an 8.2%
increase in Weekly REVPAR for those facilities. The increase in total room
revenue resulted from a 17.3% increase in the average weekly rate from $134.31
to $157.59, which reflects additional revenue at two facilities as a result of
the Olympics and an increase in the availability of deluxe rooms at the
facilities which opened in 1996. This increase was partially offset by a
decrease in occupancy of 5.4%, which resulted from the number of new facilities
opened in 1996 and the need to commence a normal rent-up process immediately
following the Olympics at the two most recently opened facilities in the
Atlanta metropolitan area.
Franchise and other revenue from corporate operations for the nine month
period ended September 30, 1996, which includes management, franchise and
development revenue, was approximately $703,000, an increase of $388,000, or
approximately 123.2%, over the nine month period ended September 30, 1995.
Franchise revenue for the period increased $139,000, or approximately 93.2%,
from $149,000 in 1995 to $288,000 in 1996. The additional franchise revenue
reflects initial franchise fees on six new Suburban Lodge facilities opened in
1996 (including two facilities acquired in the Corporate Organization) and
increased royalties on open facilities. Development and construction revenue
increased approximately $211,000 due to the accelerated development of
additional facilities during 1996, all of which were later acquired by the
Company in the Corporate Organization.
Facility operating expenses increased $1,059,000, or approximately 69.7%,
to $2,578,000 for the nine month period ended September 30, 1996 from
$1,519,000 for the nine month period ended September 30, 1995. The majority of
this increase reflects the opening and full year-to-date expenses for the
Matthews facility and the partial year expenses for the four facilities which
opened in 1996 and the Forest Park facility which was acquired in May 1996. The
balance of the increase in facility operating expenses of $155,000 is related
to increases in expenses at facilities open during the entire period for both
periods. Depreciation and amortization increased $139,000, or approximately
46.4%, principally as a result of the facilities opened in 1996 and the
acquisition of the Forest Park facility. Facility operating margin decreased
from 55.1% to 54.8% from September 30, 1995 to September 30, 1996, due
primarily to fixed operating costs associated with new facilities opened in
1996.
Corporate operating expenses increased $420,000, or approximately 75.8%,
to $974,000, due to additional staffing in the financial, management and
development sections of the business, legal and professional fees associated
with being a public company and executive compensation and benefit plans.
Interest expense during the nine month period ended September 30, 1996
decreased to $554,000 from $688,000 in the nine month period ended September
30, 1995. The decrease is primarily attributable to the use of a portion of
the net proceeds from the initial public offering ("IPO") to retire all the
then existing debt. Income tax expense increased by $586,000 as compared to
1995, because the Company became a taxable entity in 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company applied a portion of the net proceeds from the IPO to the
repayment of approximately $21 million in debt, plus accrued interest, and paid
approximately $7.6 million in connection with the acquisition of certain
facilities as part of the Corporate Organization, leaving approximately $30
million available for development of additional Suburban Lodge facilities and
general corporate purposes. Since the IPO, the Company has used a portion of
the net proceeds from the IPO and cash flow from operations to fund development
and construction of additional facilities and for working capital. As of
September 30, 1996, the Company had cash and cash equivalents of approximately
$19.7 million, and it has not yet borrowed any funds under the Line of Credit.
Page 9
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The Company anticipates that the total development and construction costs
for completion of the nine Company-owned Construction Facilities and the eight
Company-owned Development Facilities will be approximately $60 million, of
which $8.8 million has already been spent as of September 30, 1996. The
Company anticipates that the total cost to open all 24 Company-owned facilities
expected to open by the end of 1997 will be approximately $85 million. The
Company intends to fund the development and construction of these facilities
with existing cash balances, the net proceeds from a proposed offering of
4,000,000 shares of Common Stock for which a registration statement was filed
with the Securities and Exchange Commission contemporaneously with the filing
of this Form 10-Q, cash flow from operations and borrowings under the Line of
Credit. The Company anticipates that in the immediate future a typical
136-guest room Suburban Lodge facility will cost approximately $3.55 million
(approximately $26,000 per guest room) to develop and construct, including
building structures, improvements, furniture, fixtures, equipment, land and
pre-opening costs. The foregoing statements constitute forward looking
statements within the meaning of the Private Securities Litigation Action Act
of 1995. Such statements involve known and unknown risks, uncertainties and
other factors which may cause such statements to become inaccurate.
The Company has obtained a $25 million Line of Credit with PNC Bank,
Kentucky, Inc. ("PNC"), a commitment from PNC to increase the Line of Credit
to $50 million, and a preliminary commitment from its lenders to increase the
Line of Credit to $100 million, which is subject to obtaining other
participating lenders, although there can be no assurance that such lenders
will be obtained. Borrowings under the Line of Credit will bear interest at
the Company's election at (i) the higher of PNC's prime rate plus
three-quarters of one percent or the Federal Funds rate plus one and
one-quarter percent or ( ii ) the Euro-Rate plus two and one-quarter percent.
The debt due under the Line of Credit matures on September 25, 1998; advances
under the Line of Credit are secured by substantially all of the Company's
assets, and the Company may not incur additional debt on the assets securing
the Line of Credit. Advances under the Line of Credit may not exceed 45% of
the appraised value of the Company-owned facilities based on PNC-commissioned
appraisals. The Line of Credit contains the following financial covenants:
maintenance of minimum debt service coverage ratio of 2.25x, a minimum ratio
of earnings before interest, taxes, depreciation and amortization to
consolidated debt service of 2.50x and a maximum ratio of consolidated debt to
the market value of the Company of 45%. In addition, the Company may not incur
any unsecured debt (other than normal trade payables), may not incur more than
$50 million of recourse debt (including the Line of Credit), must limit
investment in facilities under development and land to 35% of the market value
of the Company and must maintain a net worth equal to or greater than $30
million plus 80% of the aggregate net proceeds received by the Company from any
equity offering subsequent to the closing of the Line of Credit. Further, no
more than 15% of Company-owned facilities may be concentrated in a single
Metropolitan Statistical Area ("MSA"), excluding the Atlanta, Georgia and
Charlotte, North Carolina MSAs and the Company may not own more than 10
facilities in the Atlanta, Georgia MSA or four facilities in the Charlotte,
North Carolina MSA without PNC's consent. Borrowings under the Line of Credit
may be prepaid without prepayment penalty.
In the future, the Company may seek to increase the amount of its credit
facilities, negotiate additional credit facilities or issue corporate debt or
equity securities. Any debt incurred or issued by the Company may be secured
or unsecured, fixed or variable rate interest and may be subject to such terms
as the Board of Directors of the Company deems prudent.
The Company believes that existing cash balances, the net proceeds to the
Company from the proposed offering described above, cash generated from
operations and borrowings under the Line of Credit, will be sufficient to meet
the Company's working capital and capital expenditure needs through the end of
1997. However, additional capital may be necessary for the Company to execute
its long-term development plans, and there can be no assurance that the
proposed offering will be completed.
Page 10
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Part II. Other Information
Items 1 through 4 are not applicable
Item 5 Other information
Contemporaneously with the Filing of this 10-Q, the Company filed a
registration statement on Form S-1 with the Securities and Exchange Commission
to register an additional 4,243,000 shares of common stock, 4,000,000 of which
will be sold by the Company and 243,000 of which will be sold by certain
selling shareholders.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
*10.17 - Credit Agreement by and among Suburban Lodges of America, Inc.,
the Guarantors identified therein, the Banks identified
therein, and PNC Bank, Kentucky, Inc.
*10.18 - Sublease between Suburban Lodges of America, Inc. and Omni
Insurance Company
*27.1 - Financial Data Schedule (For SEC use only)
__________
*Incorporated herein by reference to the Registrant's Registration Statement on
Form S-1 under the Securities Act of 1933 filed contemporaneously with this
Form 10-Q.
(b) Reports on Form 8-K
None
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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.
Suburban Lodges of America, Inc.
Date: October 29, 1996 By: /s/ DAVID E. KRISCHER
--------------------------------
David E. Krischer
Chairman of the Board,
President
Chief Executive Officer
Date: October 29, 1996 By: /s/ TERRY J. FELDMAN
--------------------------------
Terry J. Feldman
Vice President
Chief Financial Officer
(Principal Financial Officer)
Page 12