1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-22702 ROBERDS, INC. (Exact name of registrant as specified in its charter) Ohio 31-0801335 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 1100 East Central Avenue Dayton, Ohio 45449-1888 (Address of principal executive offices) (937) 859-5127 (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 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. On April 28, 1998, 6,043,615 common shares, without par value, were outstanding. Page 1 of 14 2 ROBERDS, INC. AND SUBSIDIARY INDEX PAGE NUMBER ------ PART 1. FINANCIAL INFORMATION: ITEM 1. Financial Statements: Condensed Consolidated Balance Sheets - March 31, 1998 and December 31, 1997 3 Condensed Consolidated Statements Of Earnings - Three Months Ended March 31, 1998 and 1997 4 Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 1998 and 1997 5 Notes to Condensed Consolidated Financial Statements 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 12 PART II. OTHER INFORMATION: ITEMS 1-5. Inapplicable 13 ITEM 6. Exhibits and Reports on Form 8-K 13 Page 2 of 14 3 ROBERDS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) MARCH 31 DECEMBER 31 1998 1997 ASSETS - ------ CURRENT ASSETS: Cash and cash equivalents $ 2,358 $ 2,494 Receivables: Customers 1,227 1,311 Vendors and other 1,624 2,693 Merchandise inventories 48,512 51,173 Refundable income taxes 2,933 2,025 Prepaid expenses and other 1,511 1,792 Deferred tax assets 3,569 3,375 -------- -------- Total current assets 61,734 64,863 Property and equipment, net 97,570 99,364 Deferred tax assets 4,245 4,381 Certificates of deposit, restricted 2,903 2,541 Other assets 1,634 1,542 -------- -------- $168,086 $172,691 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 16,856 $ 16,871 Accrued expenses 8,414 8,885 Customer deposits 10,542 11,686 Litigation 3,263 2,992 Current maturities of long-term debt 2,784 2,731 -------- -------- Total current liabilities 41,859 43,165 Long-term debt including capital leases 72,793 73,309 Deferred warranty revenue and other 9,548 10,448 SHAREHOLDERS' EQUITY: Common stock 604 601 Additional paid-in capital 32,177 32,091 Retained earnings 11,105 13,077 -------- -------- Total shareholders' equity 43,886 45,769 ======== ======== $168,086 $172,691 ======== ======== See notes to condensed consolidated financial statements. Page 3 of 14 4 ROBERDS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data) THREE MONTHS ENDED MARCH 31 1998 1997 NET SALES AND SERVICE REVENUES $ 78,512 $ 83,152 COST OF SALES 53,831 56,511 -------- -------- Gross profit 24,681 26,641 SELLING, DELIVERY AND ADMINISTRATIVE EXPENSES 27,688 26,426 INTEREST EXPENSE, NET 1,685 1,873 FINANCE PARTICIPATION INCOME (800) (592) OTHER INCOME, NET (860) (851) -------- -------- LOSS BEFORE TAX BENEFIT (3,032) (215) INCOME TAX BENEFIT (1,060) (70) -------- -------- NET (LOSS) ($ 1,972) ($ 145) ======== ======== BASIC AND DILUTED NET (LOSS) PER COMMON SHARE ($ 0.33) ($ 0.02) ======== ======== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC 6,031 5,959 ======== ======== DILUTED 6,031 5,959 ======== ======== See notes to condensed consolidated financial statements. Page 4 of 14 5 ROBERDS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) THREE MONTHS ENDED MARCH 31 1998 1997 (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) ($1,972) ($ 145) Adjustments to reconcile net (loss) to net cash provided by operating activities: Depreciation and amortization 2,208 2,247 Gain on sales of fixed assets (10) (2) Changes in assets and liabilities, net 870 5,379 ------- ------- Net cash provided by operating activities 1,096 7,479 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (390) (1,745) Proceeds from sales of fixed assets 14 25 Other (451) (152) ------- ------- Net cash (used in) investing activities (827) (1,872) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long-term debt (3,463) (6,830) Proceeds from long-term debt 3,000 Net proceeds from issuance of common shares 89 131 Debt issuance costs (31) ------- ------- Net cash (used in) financing activities (405) (6,699) ------- ------- NET DECREASE IN CASH AND CASH EQUIVALENTS (136) (1,092) CASH AND CASH EQUIVALENTS - Beginning of period 2,494 2,794 ------- ------- CASH AND CASH EQUIVALENTS - End of period $ 2,358 $ 1,702 ======= ======= CASH PAID (REFUNDED)FOR: Interest, net of capitalized amounts of $38 in 1997 $ 1,680 $ 2,054 ======= ======= Income taxes $ (119) $ 623 ======= ======= See notes to the condensed consolidated financial statements Page 5 of 14 6 ROBERDS, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS EXCEPT SHARE DATA) A. BASIS OF PRESENTATION The consolidated balance sheet at December 31, 1997 is condensed from the audited financial statements. The accompanying unaudited condensed consolidated balance sheet at March 31, 1998, the condensed consolidated statements of operations for the three months ended March 31, 1998 and 1997, and the condensed consolidated statements of cash flows for the three months ended March 31, 1998 and 1997, have been prepared by the Company in accordance with generally accepted accounting principles and in the opinion of management include all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation of results of operations for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed. These financial statements should be read in conjunction with the financial statements and the notes thereto for the year ended December 31, 1997 included in Form 10-K. The results of operations for the three months ended March 31, 1998 may not be indicative of the results for the year ending December 31, 1998. B. DEBT MARCH 31 DECEMBER 31 1998 1997 Mortgage notes payable $45,779 $46,308 Revolving line of credit 18,000 15,000 Term loan agreement 2,800 Capital lease obligations 11,798 11,932 ----------- ----------- 75,577 76,040 Less current maturities 2,784 2,731 ----------- ----------- $72,793 $73,309 =========== =========== In February 1998, the Company utilized the revolving line of credit to repay the balance outstanding under the term loan prior to its maturity. The revolving bank line of credit expires in January 2000. The amount available under the line is limited to the lesser of: (a) $35,000 or (b) an amount based upon a percentage of eligible accounts receivable and inventory and certain previously incurred leasehold improvements. The agreement also provides that an additional amount is available for any expenditures for leasehold improvements and store expansion for which the Company has commitments for permanent financing. At March 31, 1998, $32,545 was available under the line of which $18,000 was outstanding. The interest rate under the line of credit is set monthly at the option of the Company at either the prime rate (8.50% at March 31, 1998) or one of various LIBOR rates plus 1.55% (7.23% at March 31, 1998). The line of credit includes certain restrictive covenants including, among others, limitations on capital expenditures and the payment of dividends, maintenance of minimum current, fixed-charge-coverage, funded-debt-to-earnings, and debt-to-tangible-net-worth ratios. Certain of the covenants contained in the revolving credit agreement become increasingly restrictive over time. Page 6 of 14 7 C. INCOME TAXES Deferred tax assets relate principally to the deferral of extended warranty revenues over the lives of the contracts for financial reporting purposes versus recognizing the revenues in the year of sale for income tax purposes. Income tax benefit consists of the following: THREE MONTHS ENDED MARCH 31 1998 1997 Currently payable (refundable): Federal $(987) $62 State and local (15) 41 ------- ---- (1,002) 103 Deferred (58) (173) ------- ---- ($1,060) ($70) ======= ==== The disproportionate provision for income taxes reflects minimum taxes imposed by certain jurisdictions and a valuation reserve for certain state operating loss carryforwards that the Company has determined it is more likely than not that they will not yield a benefit to the Company in the future. Page 7 of 14 8 ROBERDS, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (DOLLAR AMOUNTS IN THOUSANDS) RESULTS OF OPERATIONS The first three months of 1998 resulted in a net loss of $(1,972) as compared to net loss of $(145) for the first three months of 1997. Sales for the three months ended March 1998 declined to $78,512 from $83,152 for the three months ended March 1997, a 5.6 percent decrease. The decline in total sales includes the effect of closing the Decatur, Georgia store in December 1997 and, to a much lesser extent, the withdrawal from the personal computer business in Dayton and Cincinnati. These factors will continue to have an unfavorable effect on total store sales throughout 1998. Comparable store sales decreased 3.7 percent for the first three months of 1998. While comparable store sales decreased, the rate of decline slowed considerably during the first three months of 1998 as compared to the results in previous quarters. For the first three months of 1998, the percentage increases (decreases) in sales by market area were as follows: TOTAL COMPARABLE STORES STORES -------- ------------ Dayton 2% 2% Cincinnati (18) (18) Atlanta (4) 3 Tampa (7) (7) Comparable store sales for the Cincinnati market experienced the most significant decline due to the continued comparison against the very successful period following the market entry in July 1996. Overall, the Company believes that a highly competitive retail environment for big ticket goods, combined with an industry wide softness in consumer electronics and high consumer debt, also contributed to the decrease in comparable store sales. Sales by major product category as a percentage of total sales for the three months ended March 31 were as follows: 1998 1997 ---- ---- Furniture.................................. 40% 39% Bedding.................................... 13 13 Major appliances........................... 23 24 Consumer electronics....................... 18 20 Extended warranty contracts and other...... 6 4 --- --- 100% 100% === === Sales of consumer electronics products continued to decline as a percentage of total Company sales due to rapidly declining retail prices in that product category, continued industry softness, a highly competitive retailing environment, continuing technological advances, and the lack of new products, at higher prices, to offset the effect of mature products with declining prices. The Company expects retail price declines in the electronics category to continue for the foreseeable future. Page 8 of 14 9 In late March 1997, the Company entered into an agreement to sell third-party extended warranty contracts. Revenues and the related costs of the contracts entered into after the effective date of the agreement are being recognized at the time the third-party contracts are sold. Revenues and selling costs related to contracts sold prior to the effective date of the agreement will be recognized over the remaining lives of the contracts, and the expenses related to service costs will be recognized as incurred. Total sales were positively affected by this agreement by approximately 2.0 percent during the first three months of 1998. As a result of the change in the extended warranty arrangement, extended warranty contract revenue increased as a percentage of total sales during the first three months of 1998. The effect of the sale of third-party warranty contracts will become comparable beginning in the second quarter of 1998. For the three months ended March 1998, gross profit was $24,681, or 31.4 percent of sales, as compared to $26,641, or 32.0 percent of sales, for the three months ended March 1997. The decrease in gross profit margin percentage for the three months ended March 1998 reflects the liquidation at reduced selling prices of certain aged inventories and inventories from certain vendors that are being de-emphasized or discontinued. Offsetting the decline in gross margin percentage were the above-mentioned sales of third-party extended warranty contracts which favorably affected gross margins as a percentage of sales by approximately 0.9 percent in the first three months of 1998. Gross margin percentages for the first three months of 1998 by category were approximately 36 percent for furniture, 44 percent for bedding, 20 percent for major appliances and 17 percent for consumer electronics. The gross margin percentages for the first quarter of 1998, as compared to the first quarter of 1997, remained steady for bedding, while furniture, major appliances and consumer electronics gross margins declined considerably. Contributing to the decline in gross margin percentage for furniture and consumer electronics was the above mentioned liquidation of certain aged and de-emphasized merchandise. The Company expects that these lower margins will continue through the second quarter of 1998 as it continues to focus on the liquidation of aged and de-emphasized merchandise. Additionally, product prices and margins in consumer electronics and appliances continued to be under pressure during the first three months of 1998, as a result of intense competitive conditions in these categories. For the three months ended March 1998, selling, delivery, and administrative expenses, which include occupancy costs, were $27,688, or 35.3 percent of sales, as compared to $26,426, or 31.8 percent of sales, for the comparable period in 1997. The increase is primarily attributed to: (a) increased finance charges for extended financing programs offered to customers, (b) increased sales commissions as a result of a higher percentage of revenue associated with the sale of extended warranty contracts and sales incentives to liquidate the above mentioned aged merchandise (c) increased wages, professional and other fees, and recruiting costs related to the initial implementation of certain customer service and merchandising improvement initiatives. These increases were offset in part by a decrease in advertising and promotion expenses. Interest expense, net of interest income, decreased to $1,685 for the three months ended March 1998 compared to $1,873 for the comparable period in 1997. The decrease in 1998 resulted primarily from a reduction in merchandise inventories, which resulted in a decrease in the related indebtedness incurred to carry such inventories. No interest expense was capitalized in the first three months of 1998, while net expense was partially offset by the capitalization of $38 of interest during 1997. Finance participation income, which consists of income from participation in the Company's private label credit card program, was $800, or 1.0 percent of sales, for the three months ended March 1998, as compared to $592, or 0.7 percent of sales, for the comparable period in 1997. The increase in participation resulted from the Company's decision to reduce its use of core financing programs offered to customers in all market areas during the first three months of 1998 as compared to 1997. This shift in financing programs reduced the amount of balances that do not yield income during the initial grace period, which increased the Company's participation for the first three months of 1998. Other income increased to $860 for the three months ended March 1998 as compared to $851 for the comparable period in 1997. The majority of other income consists of cash discounts and rental income from tenants. Loss before income taxes was ($3,032) in the first three months of 1998, compared to a loss of ($215) in 1997. Income tax benefit for 1997 was $1,060, or approximately 35% of the loss before taxes, as compared to $70, or 33% of the loss before taxes, in 1997. The disproportionate provisions for income taxes reflect minimum taxes imposed by certain jurisdictions and a valuation Page 9 of 14 10 reserve for certain state operating loss carryforwards that the Company has determined it is more likely than not that they will not yield a benefit to the Company in the future. LIQUIDITY AND CAPITAL RESOURCES The Company generated $1,096 of cash from operating activities during the first three months of 1998. Cash of $2,661 was provided from a reduction in merchandise inventories, primarily in the appliance and consumer electronics product categories, as the Company continued to review its assortment and stocking requirements in these categories to better match consumer demand. Additionally, vendor receivables were reduced by $1,069, primarily as a result of fewer outstanding balances for incentives. Funds generated from the reduction of merchandises inventories and receivables were offset in part by a decline in customer deposits, a reduction in deferred warranty revenue, and an increase in refundable income taxes. During the first three months of 1998, capital expenditures totaled $390. These expenditures primarily represented normal replacement and upgrade projects. The Company has no significant expansion or capital expenditure plans for 1998 other than normal replacement, repair, and upgrade projects, and existing store refurbishment. In order to extend the maturity and to reduce the rate of interest, the Company refinanced the mortgage on its Vandalia, Ohio store in February 1998. The refinanced amount requires monthly principal and interest payments of $29 over a 15 year period, and bears interest at 7.64%. The Company's revolving bank line of credit agreement expires in January 2000. The amount available under the line is limited to the lesser of: (a) $35,000, or (b) an amount based upon a percentage of eligible accounts receivable and inventory and certain previously incurred leasehold improvements. The agreement also provides that an additional amount is available for any expenditures for leasehold improvements and store expansion for which the Company has commitments for permanent financing. At March 31, 1998, $32,545 was available under the line, of which $18,000 was outstanding. The line of credit includes certain restrictive covenants including, among others, limitations on capital expenditures and the payment of dividends, maintenance of minimum current, fixed-charge-coverage, funded-debt-to-earnings, and debt-to-tangible-net-worth ratios. Certain of the covenants contained in the Company's revolving credit agreement become increasingly restrictive over time. In order to remain in compliance with those covenants, the Company's operations and cash flow will have to significantly improve during the second quarter of 1998 and remaining portion of 1998 over the actual results experienced during the comparable periods in 1997. Based on the operating results for the first three months of 1998, it is likely that the covenants will have to be renegotiated prior to the end of the second quarter of 1998 in order to remain in compliance. Based on its past working relationship with its primary lender, the Company expects that such approvals will be obtained if they are necessary; however, the Company has no assurance that such approvals will be granted. SEASONALITY - ----------- The Company typically experiences an increase in overall sales in the fourth quarter. This increase is driven by an increase in the sales of consumer electronics and furniture products associated with the holiday season. At the same time, major appliance sales typically decline in the fourth quarter. As a result, operating results for the full year are highly dependent upon the success of the Company's operations in the fourth quarter. Page 10 of 14 11 OUTLOOK - ------- In the fall of 1997, the Company engaged one of the national management consulting firms to review its operations and identify opportunities for performance improvement. The firm delivered its report in November 1997. Since then, the Company has devoted considerable time and attention to the recommendations put forth in the report. Since there are no expansion plans for 1998, the Company will continue to focus on improving business operations. Areas of focus include improving the management of inventory, improving warehouse operations and reducing expenses, improving asset utilization, reducing store operating expenses, and turning around comparable store sales. At the same time, several initiatives are under way to improve customer service. Many of these efforts have required operating expenditures that adversely affected the Company's financial results for the first three months of 1998 and will continue to affect them through the second and third quarters of 1998. Thus, the Company expects to sustain a loss in the second quarter of 1998. The Company believes these initiatives will eventually yield significant improvement in the Company's operations and profitability. They will, however, take time to implement and may require capital and operating expenditures to implement. The Company's financial performance is influenced by consumer confidence, interest rates, consumer debt, the general level of housing activity, and the general level of economic activity in the United States. Consumer demand for big-ticket goods has continued to be sluggish, and retailers have continued the use of price, same-as-cash, and other promotions, in an effort to generate sales volume. This competitive situation is expected to continue to put pressure on comparable store sales, product prices and margins, and operating results. FORWARD-LOOKING STATEMENTS - -------------------------- In the interest of providing the Company's shareholders and potential investors with information concerning management's assessment of the outlook for the Company, this report contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers should bear in mind that statements relating to the Company's business prospects, as distinct from historical facts, are forward-looking statements which, by their very nature, involve numerous risks and uncertainties. Factors that could cause the Company's actual results to differ materially from management's expectations include, but are not limited to: A. Changes in economic conditions in the United States, including but not limited to the general level of economic activity, levels of housing activity, interest rates, the availability of consumer credit, consumer confidence, and inflation. B. Changes in the economic conditions in the market areas in which the Company operates, such as a strike or shutdown of a major employer or industry. C. Unusual weather patterns, such as unusually hot or cool summers, which can affect the sale of refrigeration products, or unusually cold winters, which can affect consumers' desire and ability to shop for the Company's products. Acts of God, such as floods, hurricanes, or tornadoes, that interrupt the Company's ability to sell or deliver merchandise, interrupt consumers' ability to shop, or destroy a major Company facility, in particular a warehouse or computer facility. D. Changes in the competitive environment in the Company's market areas, including the bankruptcy or liquidation of existing competitors. E. The entry into the Company's lines of business and market areas by new, larger, well-financed competitors, which may have the ability to withstand intense price competition over extended periods of time. F. The availability and cost of adequate, appropriate newspaper, television, and pre-printed advertising. A strike or work stoppage affecting the Company's media outlets. G. Adverse results in litigation matters. Page 11 of 14 12 H. Difficulties in hiring, training, and retaining a capable work force at reasonable levels of compensation, in both existing market areas and in expansion locations. Difficulties in hiring and retaining an effective senior management group, particularly as the Company expands. An attempt to organize a significant portion of the Company's work force. I. The availability of appropriate sites for expansion, on favorable terms, and the long-term receptivity of consumers to new store formats and locations. J. Access to bank lines of credit and real estate mortgage financing sources at favorable rates of interest, terms, and conditions. K. Access to additional equity capital to fund the Company's long-term expansion. L. Access to extended-payment financing sources (e.g., "twelve months same as cash") at a favorable cost to the Company and with favorable rates of approval by the financing source. Access to private-label financing sources (e.g., "Roberds charge card") that provide favorable rates of interest to the customer, favorable rates of return to the Company, and favorable rates of approval by the financing source. M. Rapid changes in products, particularly electronics products, such that the Company bears the risk of obsolescence or the consumer withdraws from the market until such time as the product category has stabilized. N. Shifts in the mix of the Company's sales between its higher-margin products (bedding and furniture) and its lower-margin products (electronics and appliances), which may result from changes in consumer priorities, competitive factors, or other factors. O. The absence of new products in the Company's product categories that would drive additional consumer interest and purchases. P. Adverse changes in the cost or availability of the products the Company sells. Rapid increases in the price of the Company's products, which cannot be passed on to consumers as the result of competitive pressures. Q. The loss, or significant reduction in the availability, of certain key name-brand products. Decisions by vendors to curtail the availability of certain product presently sold by the Company, or to make products that are presently sold by the Company available to certain competitors that do not presently have access to such products. Changes in import duties or restrictions affecting the Company's ability to import certain products. R. Changes in income tax rates or structures that may affect the Company's tax burden or consumers' ability to purchase or finance big-ticket goods or new housing. Significant increases in real estate tax rates affecting the Company's properties. S. Changes in government regulations affecting the Company, its products, its advertising, or its work force, including changes in the minimum wage. Changes in government regulations affecting the Company's employee benefit plans or workers' compensation arrangements. T. New competition from alternative sales media and channels of distribution, such as catalog mail order, telemarketing, television shopping services, and online media. U. Changes in highway or street configurations such that the Company's stores become less accessible to consumers. Changes in consumer use or ownership of "second homes," particularly in the Tampa, Florida market. V. Changes in the cost or availability of liability, property, and health insurance. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. Page 12 of 14 13 PART II-OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not applicable. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K There were no reports filed by the Company on Form 8-K during the quarter ended March 31, 1998. Page 13 of 14 14 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. Roberds, Inc. (Registrant) Date May 1, 1998 /s/ Robert M. Wilson ----------------------- --------------------- Robert M. Wilson Executive Vice President Chief Financial Officer Date May 1, 1998 /s/ Michael A. Bruns ----------------------- --------------------- Michael A. Bruns Vice President Controller Chief Accounting Officer Page 14 of 14