UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended SEPTEMBER 30, 2000
Commission File NO. 0-3858
INTERNATIONAL LEISURE HOSTS, LTD.
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(Exact name of Registrant as specified in its charter)
Wyoming 86-0224163
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3207 S. Hardy Drive
Tempe, AZ 85282
- --------------------------------------- ----------
(Address of principal executive office) (Zip Code)
(480) 829-7600
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(Issuer's telephone number, including area code )
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
stock as of the close of the latest practicable date. There were 694,457 shares
of $.01 par value common stock outstanding as of September 30, 2000.
PART I - FINANCIAL INFORMATION
ITEM 1 - Summarized Financial Information
INTERNATIONAL LEISURE HOSTS, LTD.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, March 31,
2000 2000
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 105,540 $ 306,354
Accounts receivable 15,679 130,436
Merchandise inventories 120,668 100,936
Prepaid expenses and other 38,918 17,466
----------- -----------
Total current assets 280,805 555,192
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PROPERTY AND EQUIPMENT:
Buildings and improvements 6,258,425 6,248,824
Equipment 1,722,599 1,701,557
Leasehold improvements 325,600 325,600
Construction in process 585,462 294,176
----------- -----------
Total property and equipment 8,892,086 8,570,157
Less accumulated depreciation and amortization 2,742,973 2,592,796
----------- -----------
Property and equipment - net 6,149,113 5,977,361
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DEPOSITS 1,500
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TOTAL $ 6,431,418 $ 6,532,553
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable under line of credit from related party $ 950,000 $ 1,460,000
Accounts payable:
Trade 181,879 105,291
Related party 48,327 70,563
Income taxes payable 106,851 59,851
Accrued liabilities 40,819 49,371
Advance deposits 121,839 149,151
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Total current liabilities 1,449,715 1,894,227
DEFERRED INCOME TAXES 170,076 178,076
----------- -----------
Total liabilities 1,619,791 2,072,303
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COMMITMENTS AND CONTINGENCIES (Note 2)
SHAREHOLDERS' EQUITY:
Preferred stock, $5 par value - authorized 100,000
shares; none issued
Common stock, $.01 par value - authorized 2,000,000
shares; issued, 718,373 shares 7,184 7,184
Additional paid-in capital 656,426 656,426
Retained earnings 4,226,729 3,875,352
----------- -----------
4,890,339 4,538,962
Less common stock in treasury - at cost, 23,916 shares (78,712) (78,712)
----------- -----------
Shareholders' equity - net 4,811,627 4,460,250
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TOTAL $ 6,431,418 $ 6,532,553
=========== ===========
See notes to unaudited condensed consolidated financial statements
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INTERNATIONAL LEISURE HOSTS, LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six months ended Three months ended
September 30, September 30,
----------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
REVENUES:
Sales of merchandise $1,286,880 $1,538,327 $ 928,591 $1,182,571
Room, cabin and trailer space rentals 1,204,267 1,509,505 894,421 1,176,005
Other rentals and income 182,208 206,398 136,531 158,657
Net gain on asset disposals 11,159 13,209
Interest 6,946 7,170 4,536 5,727
---------- ---------- ---------- ----------
Total revenues 2,680,301 3,272,559 1,964,079 2,536,169
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of merchandise 759,556 908,231 547,324 698,796
Operating 1,047,215 1,172,825 628,207 746,677
General and administrative 57,918 37,502 21,894 12,031
General and administrative - related party 70,663 72,101 35,508 37,945
Net loss on asset disposals 4,170 3,155
Depreciation and amortization 168,692 213,889 77,437 107,058
Interest - related party 46,710 36,760 19,302 16,580
---------- ---------- ---------- ----------
Total costs and expenses 2,154,924 2,441,308 1,332,827 1,619,087
---------- ---------- ---------- ----------
Income before income taxes 525,377 831,251 631,252 917,082
Provision for income taxes 174,000 309,000 205,800 318,000
---------- ---------- ---------- ----------
NET INCOME $ 351,377 $ 522,251 $ 425,452 $ 599,082
========== ========== ========== ==========
NET INCOME PER COMMON SHARE $ 0.51 $ 0.75 $ 0.61 $ 0.86
========== ========== ========== ==========
See notes to unaudited condensed consolidated financial statements
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INTERNATIONAL LEISURE HOSTS, LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended
September 30,
------------------------
2000 1999
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OPERATING ACTIVITIES:
Net income $ 351,377 $ 522,251
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 168,692 213,889
Net loss (gain) on asset disposals 4,170 (11,159)
Changes in assets and liabilities:
Accounts receivable 114,757 8,353
Merchandise inventories (19,732) (475)
Prepaid expenses and other (22,952) (4,715)
Accounts payable - trade 76,588 155,388
Accounts payable - related party (22,236) 20,613
Income taxes payable 47,000 108,148
Accrued liabilities (8,552) 12,226
Advance deposits (27,312) (86,130)
Deferred income taxes (8,000)
--------- ---------
Net cash provided by operating activities 653,800 938,389
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INVESTING ACTIVITIES:
Purchases of property and equipment (379,114) (451,685)
Proceeds from sale of property and equipment 34,500 43,750
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Net cash used in investing activities (344,614) (407,935)
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FINANCING ACTIVITIES:
Loan payments to related party (510,000)
Common stock purchased for treasury (700)
--------- ---------
Net cash used in financing activities (510,000) (700)
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NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (200,814) 529,754
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 306,354 296,291
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 105,540 $ 826,045
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
- Cash paid for interest $ 66,506 $ 60,390
========= =========
- Cash paid for income taxes $ 75,000 $ 70,000
========= =========
See notes to unaudited condensed consolidated financial statements
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INTERNATIONAL LEISURE HOSTS, LTD.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Month Periods Ended September 30, 2000 and 1999
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
International Leisure Hosts, Ltd. (the "Company") operates in one business
segment, the ownership and operation of Flagg Ranch Resort, a full-service
resort motel and trailer park located in the John D. Rockefeller Jr. Memorial
Parkway, approximately four miles north of Grand Teton National Park and two
miles south of the southern entrance to Yellowstone National Park.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and notes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments and
reclassifications considered necessary for a fair and comparable presentation
have been made and are of a normal recurring nature. Operating results for the
six months ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending March 31, 2001. The enclosed
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the year ended March 31, 2000.
SIGNIFICANT ACCOUNTING POLICIES - The Company prepares its financial statements
in accordance with accounting principles generally accepted in the United States
of America. A summary of significant accounting policies is as follows:
a. MERCHANDISE INVENTORIES are stated at the lower of aggregate cost
(first-in, first-out basis) or market.
b. PROPERTY AND EQUIPMENT are stated at cost. Depreciation is computed by
straight-line and accelerated methods over the estimated useful lives,
which range from 5 to 40 years, for such assets. Leasehold improvements are
amortized using the straight-line method over the lesser of the estimated
useful life of the related asset or the term of the lease.
The Company reviews the carrying values of its long-lived assets and
identifiable intangibles for possible impairment whenever events or changes
in circumstances indicate that the carrying amount of assets to be held and
used may not be recoverable. For assets to be disposed of, the Company
reports long-lived assets and certain identifiable intangibles at the lower
of carrying amount or fair value less cost to sell.
c. INCOME TAXES - Deferred income taxes have been provided for the temporary
differences between financial statement and income tax reporting on certain
transactions.
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d. USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America necessarily requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e. NET INCOME PER COMMON SHARE - Basic net income per common share is computed
by dividing net income by the weighted average number of common shares
outstanding. The weighted average number of common shares outstanding was
694,477 and 694,519 shares for the six month periods ended September 30,
2000 and 1999, respectively. Diluted net income per share reflects
potential dilution that could occur from common shares issuable through
stock options, warrants or other convertible securities; however, the
Company has no dilutive securities.
f. STATEMENTS OF CASH FLOWS - For purposes of the consolidated statements of
cash flows, cash and cash equivalents represent cash in banks, money market
funds, and certificates of deposit with initial maturities of three months
or less.
g. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS - The Company has estimated
the fair value of its financial instruments using available market data.
However, considerable judgment is required in interpreting market data to
develop estimates of fair value. The use of different market assumptions or
methodologies may have a material effect on the estimates of fair values.
The carrying values of cash, receivables, lines of credit, accounts
payable, and accrued expenses approximate fair values due to the short-term
maturities or market rates of interest.
h. NEW ACCOUNTING PRONOUNCEMENT - The Financial Accounting Standards Board
("FASB") issued SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES. The effective date of SFAS No. 133 for the Company is
the fiscal quarter beginning April 1, 2001. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivatives embedded in other contracts, and for hedging
activities. It requires that entities record all derivatives as either
assets or liabilities, measured at fair value. Management does not believe
that SFAS No. 133 will have a significant effect on its financial
statements.
2. COMMITMENTS AND CONTINGENCIES
The Company receives its operating authorization from the National Park Service
("NPS"). The NPS Contract (the "Contract") which became effective on January 1,
1990, will expire on December 31, 2009. Under the terms of the Contract, prior
to December 31, 2002, the Company is required to move its existing 54-unit
riverside motel from its current location to the high ground above the Snake
River, to provide for new employee housing and make certain other improvements.
The Company has chosen to meet these requirements by moving the riverside motel
and converting it into employee housing, plus building additional employee
support facilities, which began in summer 1998, with expected completion in
summer 2002. The remaining cost of this relocation is estimated to be between
$100,000 and $350,000 depending on the number of employee housing units and the
extent of additional improvements required by the NPS.
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The Contract fee to the NPS is calculated at 2 percent of gross receipts (as
defined), subject to review and possible adjustment every five years. For the
six months ended September 30, 2000, and 1999, this fee amounted to $54,400, and
$63,450, respectively, which has been recorded as operating expense.
Flagg Ranch faces competition from hotels, camping areas and trailer facilities
in Yellowstone and Grand Teton National Parks, as well as from a large number of
hotels and motels in Wyoming, Montana and Idaho, offering some facilities which
are similar to those offered by Flagg Ranch. In addition, the business of Flagg
Ranch is susceptible to weather conditions and unfavorable trends in the economy
as a whole. Business could be significantly affected depending upon actions
which might be taken by the NPS if cutbacks are made to their budget. If the NPS
decides to close Yellowstone National Park for the winter months, then Flagg
Ranch would have to discontinue its winter operations. NPS budget cutbacks could
also negatively impact the length of the summer season and the number of
visitors to the Parks and have a corresponding negative impact on Flagg Ranch
revenues.
On May 20, 1997, the Fund for Animals, Biodiversity Legal Foundation et. al.
filed a lawsuit against the NPS challenging the action of the NPS regarding
winter use of Yellowstone and Grand Teton National Parks. The plaintiffs asked
the Federal Court to stop winter activities, primarily snowmobiling and related
snow grooming, until environmental impacts are documented. A settlement
agreement was reached that required the NPS to prepare an environmental impact
statement ("EIS") during which time period the Parks continued activities under
the then existing winter visitor-use plan.
Upon completion of the EIS, the NPS prepared a draft winter-use plan with
several alternatives. The NPS has indicated that the alternative which
eliminates snowmobiling from the Park is the preferred alternative. They have
also indicated that once the winter-use plan is adopted, there would be a
phase-in period of up to three years during which time the winter snowmobiling
operation could be continued. It is currently anticipated that the NPS will
adopt a final winter-use plan around mid-November of 2000.
If the NPS goes forward with its plans to eliminate snowmobiling from
Yellowstone National Park, then Flagg Ranch would have to suspend or discontinue
winter operations completely. This would have a significant negative impact on
the revenues and financial results of the Company. During fiscal 2000, winter
operations accounted for approximately 27% of total revenues.
The Department of Labor ("DOL") has notified the Company, on behalf of current
and past employees, that additional overtime is due for the period beginning
November 1, 1997. Currently the Company pays overtime for any hours in excess of
48 during a one-week period. The Company, as well as other Park concessioners in
the area, have operated under an exemption that exists in the Fair Labor
Standards Act. The DOL has claimed that this exemption does not apply due to
conflicting language in the Contract Work Hours Safety Standard Act which
requires overtime to be paid to laborers and mechanics working on a government
contract after 40 hours worked during a week. If the DOL prevails, the estimate
of the additional expense to the Company ranges from $40,000 to $60,000. While
there is no guarantee, the Company believes it will not be subject to the
additional overtime payments.
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3. TRANSACTIONS WITH RELATED PARTIES
General and administrative - related party expenses for the six months ended
September 30, 2000 and 1999 represent management fees and administrative
expenses paid to related parties and totaled approximately $71,000, and $72,000,
respectively. Related parties during the six months ended September 30, 2000,
and 1999 are owned by the Company's current majority owner, Robert Walker, or
family members. Related parties during the six month period ended September 30,
2000 also include a company owned by the Company's current President, Michael P.
Perikly.
The Company incurred borrowings under a line of credit agreement with a related
party (Note 4). Interest incurred for the six months ended September 30, 2000
and 1999 was $66,506 and $60,390, respectively. During the six month period
ended September 30, 2000, the Company repaid $510,000 on the line of credit
agreement.
At September 30, 2000, the Company recorded payables of $48,327 to related
parties for certain operating expenses paid by the related parties on behalf of
the Company.
4. NOTE PAYABLE UNDER LINE OF CREDIT
During October 1999, the Company renewed a line of credit agreement
("Agreement") with an affiliated company expiring September 30, 2000, which
provides for collateralized borrowings of up to $1,500,000 at an interest rate
of prime plus .5 percent. Borrowings under the Agreement are collateralized by
the assets and improvements of Flagg Ranch. The Company has borrowed $950,000 on
this line of credit as of September 30, 2000. The terms of the Agreement
contain, among other provisions, requirements for maintaining minimum cash flows
(as defined in the Agreement) and places limitations on the Company's ability to
make loans. As of September 30, 2000, the Company was not in compliance with the
minimum cash flow requirement. On October 1, 2000 the Agreement was renewed
until September 30, 2001.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The statements contained in this Report regarding management's anticipation of
the Company's facility completion schedules, quality of facilities, fulfillment
of National Park Service requirements, consumer response to marketing efforts,
ability to offset inflation and adequacy of financing, constitute "forward
looking" statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Management's anticipation is based upon assumptions
regarding levels of competition, acceptance of facilities by consumers,
favorable weather conditions, ability to complete facility construction, the
market in which the Company operates, the stability of the economy and stability
of the regulatory environment. Any of these assumptions could prove inaccurate,
and therefore there can be no assurance that the forward-looking information
will prove to be accurate.
The Company's net income for the six months ended September 30, 2000 was
$351,000 ($.51 per share). This compares to net income of $522,000 ($.75 per
share) for the six months ended September 30, 1999. The $171,000 decrease in
income is primarily attributable to the loss of revenue resulting from the
closure and evacuation of the Company's facilities for two weeks during August
2000 due to the fire danger in the immediate area from the surrounding fires
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that threatened the Park during the summer. The Company has limited business
interruption insurance that the Company believes will cover some of the losses
incurred. Insurance adjusters are currently reviewing the Company's loss
calculations to determine the coverage amounts. While none of the Company's
facilities were damaged, the closure and fire threat prompted a large number of
cancellations even after the facilities reopened. The Company's net income for
the quarter ended September 30, 2000 was $425,000 ($.61 per share). This
compares to net income of $599,000 ($.86 per share) for the quarter ended
September 30, 1999. Changes in the Company's revenues and expenses for the three
and six months ended September 30, 2000 and 1999 are summarized below. All
references to years, represent the six month period ending September 30 of the
stated year.
Flagg Ranch, the principal business of the Company, is operated as a seasonal
resort. The two seasons coincide with the opening and closing dates of
Yellowstone and Grand Teton National Parks. The summer season runs from
approximately May 22 through October 8 and the winter season runs from late
December through mid-March.
REVENUES
Total revenues for 2000 decreased by $592,000 or 18% from 1999. Of this
decrease, $249,000 was from motel and cabin rentals, $56,000 from RV park
rentals, $98,000 from food services, $63,000 from grocery store sales, $67,000
from gift shop sales, $23,000 from gasoline sales, $15,000 from float trip
revenue, $13,000 in trail ride rentals and $8,000 in miscellaneous income. Total
revenues for the three months ended September 30, 2000 decreased by $572,000 or
23% from 1999. Of this decrease, $230,000 was from motel and cabin rentals,
$52,000 from RV park rentals, $$99,000 from food services, $61,000 from grocery
store sales, $60,000 from gift shop sales, $34,000 from gasoline sales, $10,000
from float trip revenue, $12,000 in trail ride rentals, and $14,000 in
miscellaneous income. The primary reason for the decrease in all revenue items
is due to the closure and evacuation of the Company's facilities for two weeks
in August as a result of the fires in the surrounding areas of the Park.
EXPENSES
The ratio of cost of merchandise sold to sales of merchandise was 59% in 2000
and 1999. Operating expenses decreased by $126,000 or 11% in 2000 as compared to
1999. The ratio of operating expenses to total revenue increased to 39% in 2000
from 36% in 1999. Of this decrease, $77,000 was from labor, $24,000 in
utilities, $5,000 in office supplies, $5,000 in equipment rental, $15,000 in
snowmobile parts and gas, $14,000 in outside services, $14,000 in telephone
costs, $9,000 in Company vehicle and travel, $5,000 in printing, $8,000 in
credit card fees, $4,000 in licenses and fees, and $9,000 in franchise fees.
Offsetting these decreases were increases of $31,000 in operating supplies,
$9,000 in repairs and maintenance, $4,000 in advertising, $5,000 in postage and
freight, $9,000 in insurance, and $5,000 in other items. Depreciation decreased
primarily as a result of a number of large dollar items becoming fully
depreciated in the prior fiscal year. General and administrative expenses
increased $20,000 or 54% in 2000 as compared to 1999. Of this increase, $12,000
was in legal and accounting fees, $6,000 in travel and transportation, and
$2,000 in other items.
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INFLATION
The Company expects that it will be able to offset increases in costs and
expenses, principally labor, caused by inflation, by increasing prices on its
services with minimal effect on operations.
LIQUIDITY AND CAPITAL RESOURCES
During the prior fiscal year, the Company continued work on a project to
relocate it's riverside motel and other buildings located along the Snake River
to higher ground for use as employee dormitories as well as the construction of
new employee management housing. During the six months ended September 30, 2000,
the Company incurred costs of approximately $291,000 related to the above
construction projects. In addition the Company has purchased new vehicles and
other equipment at a cost of $88,000. Also, during the six months ended
September 30, 2000 the Company repaid $510,000 on the line of credit agreement
with a related party. The Company's working capital increased to a negative
$1,169,000 at September 30, 2000 from a negative $1,339,000 at March 31, 2000.
The Company may incur additional costs of between $100,000 to $350,000 prior to
December 31, 2002 to finish relocating the employee housing units as required
under the NPS Contract.
The Company intends to fund these improvements through existing cash funds and
cash generated from operations. Cash generated from operations was $706,000,
$964,000, and $432,000 for the fiscal years ended 2000, 1999 and 1998,
respectively. Cash generated from operations for the six months ended September
30, 2000 and 1999 was $654,000 and $938,000, respectively. The construction
funds will have to be obtained from outside sources to the extent they exceed
cash generated from operations. There is no guarantee that the Company will be
able to procure financing on favorable terms.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Department of Labor ("DOL") has notified the Company, on behalf of
current and past employees, that additional overtime is due for the period
beginning November 1, 1997. Currently the Company pays overtime for any
hours in excess of 48 during a one-week period. The Company, as well as
other Park concessioners in the area, have operated under an exemption that
exists in the Fair Labor Standards Act. The DOL has claimed that this
exemption does not apply due to conflicting language in the Contract Work
Hours Safety Standard Act which requires overtime to be paid to laborers
and mechanics working on a government contract after 40 hours worked during
a week. If the DOL prevails, the estimate of the additional expense to the
Company ranges from $40,000 to $60,000. While there is no guarantee, the
Company believes it will not be subject to the additional overtime
payments.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Financial Statements Page
----
The following financial statements of International
Leisure Hosts, Ltd. are included in Part I, Item 1:
Condensed Consolidated Balance Sheets - September 30, 2000
(Unaudited) and March 31, 2000 2
Condensed Consolidated Statements of Income - Three and
Six months ended September 30, 2000 and 1999 (Unaudited) 3
Condensed Consolidated Statements of Cash Flows -Six months
ended September 30, 2000 and 1999 (Unaudited) 4
Notes to unaudited condensed consolidated financial statements 5
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(c) The following exhibits are incorporated by reference as indicated:
3.1 By-Laws-Adopted June 22, 1992 filed with Form 10-K dated
March 31, 1992
3.2 Articles of Incorporation-filed with Form 10-K dated
March 31, 1986, pages 32-41
10.1 United States Department of the Interior National Park Service
Contract-filed with Form 10-Q dated December 31, 1989
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed by the undersigned, thereunto duly authorized.
INTERNATIONAL LEISURE HOSTS, LTD.
---------------------------------
(REGISTRANT)
DATE: November 7, 2000 BY: ROBERT L. WALKER
------------------------------------
Robert L. Walker
Chairman and Chief Executive Officer
DATE: November 7, 2000 BY: MICHAEL P. PERIKLY
------------------------------------
Michael P. Perikly
President and Principal Financial
Officer
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