SECURITIES AND EXCHANGE COMMISSION
Washington, DC
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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 June 30, 2006
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-17412
Secured Income L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 06-1185846
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State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
340 Pemberwick Road
Greenwich, Connecticut 06831
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (203) 869-0900
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X
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As of August 14, 2006, there were 984,369 units of limited partnership interest
outstanding.
SECURED INCOME L.P. AND SUBSIDIARIES
Part I - Financial Information
Table of Contents
Item 1 Financial Statements Page
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Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
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Item 3 Quantitative and Qualitative Disclosure about Market Risk 10
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Item 4 Controls and Procedures 10
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2
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30,
2006 December 31,
(Unaudited) 2005
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ASSETS
Cash and cash equivalents $ 2,751,564 $ 2,800,279
Restricted assets and funded reserves 2,934,755 1,997,080
Accounts receivable 21,227 30,131
Prepaid expenses 47,549 212,154
Intangible assets, net of accumulated amortization 238,420 254,170
Assets held for sale 20,493,683 20,503,535
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$ 26,487,198 $ 25,797,349
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LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Accounts payable and accrued expenses $ 965,517 $ 261,410
Due to general partners and affiliates 40,036 18,365
Liabilities held for sale 39,968,847 40,297,330
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40,974,400 40,577,105
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Partners' deficit
Limited partners (12,759,119) (13,051,162)
General partners (1,728,083) (1,728,594)
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(14,487,202) (14,779,756)
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$ 26,487,198 $ 25,797,349
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See notes to consolidated financial statements.
3
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2006 AND 2005
(Unaudited)
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
June 30, 2006 June 30, 2006 June 30, 2005 June 30, 2005
------------- ------------- ------------- -------------
OPERATIONS
REVENUE
Interest $ 23,081 $ 45,335 $ 16,962 $ 31,097
----------- ----------- ----------- -----------
EXPENSES
Administrative and management 16,356 66,401 33,662 80,596
Amortization 7,875 15,750 7,875 15,750
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TOTAL EXPENSES 24,231 82,151 41,537 96,346
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LOSS FROM CONTINUING OPERATIONS (1,150) (36,816) (24,575) (65,249)
----------- ----------- ----------- -----------
DISCONTINUED OPERATIONS
REVENUE
Rental 2,180,258 4,343,436 2,127,425 4,242,365
----------- ----------- ----------- -----------
EXPENSES
Administrative and management 175,816 391,141 188,522 400,497
Operating and maintenance 324,548 695,509 395,052 711,411
Taxes and insurance 511,505 1,018,345 503,686 1,028,200
Financial 549,084 1,070,342 506,409 963,537
Depreciation and amortization 20,420 40,841 393,102 786,206
----------- ----------- ----------- -----------
TOTAL EXPENSES 1,581,373 3,216,178 1,986,771 3,889,851
----------- ----------- ----------- -----------
INCOME FROM DISCONTINUED
OPERATIONS 598,885 1,127,258 140,654 352,514
----------- ----------- ----------- -----------
NET INCOME $ 597,735 $ 1,090,442 $ 116,079 $ 287,265
=========== =========== =========== ===========
NET INCOME ATTRIBUTABLE TO
Limited partners $ 591,758 $ 1,079,538 $ 114,918 $ 284,392
General partners 5,977 10,904 1,161 2,873
----------- ----------- ----------- -----------
$ 597,735 $ 1,090,442 $ 116,079 $ 287,265
=========== =========== =========== ===========
NET INCOME ALLOCATED PER UNIT OF
LIMITED PARTNERSHIP INTEREST $ .60 $ 1.10 $ .12 $ .29
=========== =========== =========== ===========
--continued--
4
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2006 AND 2005
(Unaudited)
Three Months Six Months Three Months Six Months
Ended Ended Ended Ended
June 30, 2006 June 30, 2006 June 30, 2005 June 30, 2005
------------- ------------- ------------- -------------
NET LOSS FROM CONTINUING
OPERATIONS ALLOCATED PER
UNIT OF LIMITED PARTNERSHIP $ (.00) $ (.04) $ (.03) $ (.07)
=========== =========== =========== ===========
See notes to consolidated financial statements.
5
SECURED INCOME L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(Unaudited)
2006 2005
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,090,442 $ 287,265
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortization 56,591 801,956
Increase in restricted assets and funded reserves (937,675) (931,125)
Increase in tenant security deposits (30,989) (21,176)
Decrease (increase) in accounts receivable 8,904 (10,278)
Decrease in prepaid expenses 164,605 853,310
Increase (decrease) in accounts payable and accrued expenses 704,107 (23,368)
Increase (decrease) in tenant security deposits payable (576) 33,870
Increase (decrease) in due to general partners and affiliates 21,671 (22,990)
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Net cash provided by operating activities 1,077,080 967,194
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (5,263)
Repayment of advance to affiliate 28,677
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Net cash provided by investing activities 23,414
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CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to partners (797,888) (811,506)
Principal payments on mortgages (327,907) (304,575)
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Net cash used in financing activities (1,125,795) (1,116,081)
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NET DECREASE IN CASH AND CASH EQUIVALENTS (48,715) (125,473)
Cash and cash equivalents at beginning of period 2,800,279 3,189,581
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,751,564 $ 3,064,108
============= ===============
SUPPLEMENTAL INFORMATION
Financial expenses paid $ 1,093,459 $ 980,718
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CASH FLOWS FROM DISCONTINUED OPERATIONS
Net cash provided by operating activities $ 1,106,410 $ 1,010,635
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Net cash used in investing activities $ 28,677
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Net cash used in financing activities $ (1,083,145) $ (782,156)
============= ===============
See notes to consolidated financial statements.
6
SECURED INCOME L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
(Unaudited)
1. The accompanying unaudited consolidated financial statements of Secured
Income L.P. and its subsidiaries (the "Partnership") have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information. They do not include
all information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements. The results of operations are impacted significantly by the
results of operations of the Carrollton and Columbia Partnerships
(collectively, the "Operating Partnerships"), which is provided on an
unaudited basis during interim periods. Accordingly, the accompanying
consolidated financial statements are dependent on such unaudited
information. In the opinion of the General Partners of the Partnership,
the consolidated financial statements include all adjustments necessary to
reflect fairly the results of the interim periods presented. All
adjustments are of a normal recurring nature. No significant events have
occurred subsequent to December 31, 2005 and no material contingencies
exist which would require additional disclosure in the report under
Regulation S-X, Rule 10-01 paragraph (a)(5), except as disclosed herein.
In July 2006, the Columbia Partnership sold its operating complex ("The
Westmont") to a New York Stock Exchange limited real estate investment
trust for a price of $87,750,000. Distributions totaling approximately
$45,216,000, made after retirement of certain mortgage obligations,
payment of expenses and distributions to the general partners of Columbia,
representing the Partnership's share of the sales proceeds net of reserves
held by Columbia, were received by the Partnership in July 2006. The
Partnership made a distribution of such funds totaling approximately
$42.10 per Unit on or about August 4, 2006 to Unit holders of record as of
July 14, 2006. The distribution to certain Unit holders was reduced for
payment of New York State estimated withholding taxes. In connection with
the Carrolton Partnership, negotiations are continuing with a potential
purchaser of the operating complex ("Fieldpointe Apartments") for a
purchase price of $25,500,000. The disposition of The Westmont and
Fieldpointe Apartments (collectively, the "Complexes") by their respective
owners is consistent with a plan of liquidation and winding up of the
business of the Partnership, which plan has been enacted in 2006
considering the activities discussed above. Following the sale of
Fieldpointe Apartments, if consummated, the Partnership intends to
distribute the net proceeds to which it is entitled under the Carrollton
partnership agreement to its limited and general partners, less a small
reserve, in accordance with the terms and conditions of the Partnership's
limited partnership agreement. Because this latest distribution includes a
full return of Unit holders' invested capital, originally $20.00 per Unit,
quarterly cash distributions will continue to be paid at an annualized
rate of 8% through August 4, 2006, the date Unit holders received the
return of their invested capital. At this time, the Partnership does not
intend to make any further quarterly cash distributions, but intends to
hold in reserve any cash distributions received by the Partnership from
Carrollton between now and the sale of the property, and to distribute any
such funds after the sale of the property is closed; however, the
Partnership may reconsider this position depending upon future events. The
Partnership is attempting to consummate a sale of Fieldpointe Apartments
in 2006; however, there is no guarantee that this will occur in that time
frame or at all. After the final distribution is paid, the Partnership
intends to dissolve. The sale price of The Westmont and the offer for
Fieldpointe Apartments indicate that the carrying amount of these
long-lived assets is recoverable based on applying the standard accounting
tests for impairment. Due to the sale of The Westmont and the potential
sale of Fieldpointe Apartments and the Partnership's plans to dissolve
upon such sales and the winding up of the business of the Partnership,
certain assets and liabilities of the Complexes are classified as held for
sale in the accompanying consolidated balance sheets. That classification
resulted in the cessation of depreciation of those assets as of January 1,
2006. However, as the dissolution of the Partnership was not imminent as
of June 30, 2006, the consolidated financial statements as of and for the
six months then ended are presented assuming that the Partnership will
continue as a going concern.
Certain prior period amounts have been reclassified to conform to the
current period presentation.
The results of operations for the six months ended June 30, 2006 are not
indicative of the results to be expected for the entire year.
2. Additional information, including the audited December 31, 2005
Consolidated Financial Statements and the Summary of Significant
Accounting Policies, is included in the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 2005 on file with the
Securities and Exchange Commission.
7
SECURED INCOME L.P. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
In July 2006, the Columbia Partnership sold The Westmont to a New York Stock
Exchange limited real estate investment trust for a price of $87,750,000.
Distributions totaling approximately $45,216,000, made after retirement of
certain mortgage obligations, payment of expenses and distributions to the
general partners of Columbia, representing Registrant's share of the sales
proceeds net of reserves held by Columbia, were received by Registrant in July
2006. Registrant made a distribution of such funds totaling approximately $42.10
per Unit on or about August 4, 2006 to Unit holders of record as of July 14,
2006. The distribution to certain Unit holders was reduced for payment of New
York State estimated withholding taxes. In connection with the Carrollton
Partnership, negotiations are continuing with a potential purchaser of
Fieldpointe Apartments for a purchase price of $25,500,000. The disposition of
the Complexes by their respective owners is consistent with a plan of
liquidation and winding up of the business of Registrant, which plan has been
enacted in 2006 considering the activities discussed above. Following the sale
of Fieldpointe Apartments, if consummated, Registrant intends to distribute the
net proceeds to which it is entitled under the Carrollton partnership agreement
to its limited and general partners, in accordance with the terms and conditions
of Registrant's limited partnership agreement. After making the distributions,
Registrant intends to dissolve. The sale price of The Westmont and the offer for
Fieldpointe Apartments indicate that the carrying amount of these long-lived
assets is recoverable based on applying the standard accounting tests for
impairment. Due to the likelihood of the sale of Fieldpointe Apartments and
Registrant's plans to dissolve upon such sale and the winding up of the business
of Registrant, certain assets and liabilities of the Complexes are classified as
held for sale in the accompanying consolidated balance sheets. However, as the
dissolution of Registrant was not imminent as of June 30, 2006, the consolidated
financial statements as of and for the six months then ended are presented
assuming that Registrant will continue as a going concern.
Registrant's primary sources of funds have been rents generated by the Operating
Partnerships and interest derived from investments and deposits, certain of
which are restricted in accordance with the terms of the mortgages of the
Operating Partnerships. Although Registrant's investments would normally be
considered highly illiquid, see discussion above regarding the sale of The
Westmont and the potential sale of Fieldpointe Apartments.
In the event the anticipated sale of Fieldpointe Apartments does not take place,
Registrant is not expected to have access to additional sources of financing.
Accordingly, if unforeseen contingencies arise that cause Carrolton to require
capital in addition to that contributed by Registrant and any equity of the
Operating General Partner, potential sources from which such capital needs will
be able to be satisfied (other than reserves) would be additional equity
contributions of the Operating General Partner or other equity reserves, if any,
which could adversely affect the distribution from Carrollton to Registrant of
operating cash flow and any sale or refinancing proceeds.
Although Registrant generated cash from operations during the six months ended
June 30, 2006, cash and cash equivalents decreased by approximately $49,000
during the period primarily as a result of distributions to the limited
partners. Mortgages payable (included in liabilities held for sale in the
accompanying consolidated balance sheets) decreased due to principal
amortization of approximately $328,000. Property and equipment (included in
assets held for sale in the accompanying consolidated balance sheets) are no
longer being depreciated, under accounting principles generally accepted in the
United States of America, as a result of their classification as held for sale.
Prepaid expenses decreased, while restricted assets and funded reserves and
accounts payable and accrued expenses increased in the ordinary course of
operations.
In addition to the distribution noted above resulting from the sale of The
Westmont, Registrant made distributions in May 2006 and July 2006 of
approximately $.40 per Unit to Unit holders as of March 31, 2006 and June 30,
2006, respectively. Registrant also made quarterly distributions to the limited
partners in May, August and November 2005 and in May 2006 totaling $1,574,990.
Such distributions represent an annualized return to the limited partners of
approximately 8% for the year ended December 31, 2005. Because the distribution
in connection with the sale of The Westmont includes a full return of Unit
holders' invested capital, originally $20.00 per Unit, quarterly cash
distributions will continue to be paid at an annualized rate of 8% through
August 4, 2006, the date Unit holders received the return of their invested
capital. At this time, Registrant does not intend to make any further quarterly
cash distributions, but intends to hold in reserve any cash distributions
received by Registrant from Carrollton between now and the sale of the property,
and to distribute any such funds after the sale of the property is consummated;
however, Registrant may reconsider this position depending upon future events.
8
SECURED INCOME L.P. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
Results of Operations
The consolidated statements of operations in the accompanying financial
statements are presented based on the determination that the Complexes owned by
the Operating Partnerships are held for sale as of June 30, 2006 (and therefore
reflect the operating activity of the Operating Partnerships as discontinued
operations). If Fieldpointe Apartments is sold, Registrant intends to dissolve
upon making final distributions to its partners. However, there is no assurance
that Fieldpointe Apartments will ultimately be sold pursuant to the plan.
Accordingly, the Results of Operations are presented without affect to the
presentation of discontinued operations.
Six Months Ended June 30, 2006
During the six months ended June 30, 2006, the Columbia Partnership's and the
Carrollton Partnership's operations resulted in net earnings of approximately
$755,000 and approximately $403,000, respectively. The Columbia Partnership's
earnings include financial expenses and amortization of approximately $776,000
and approximately $33,000, respectively, while the Carrollton Partnership's
earnings include financial expenses and amortization of approximately $294,000
and approximately $8,000, respectively. As noted above under Liquidity and
Capital Resources, there is no depreciation expense for the six months ended
June 30, 2006 as a result of the property and equipment of the Operating
Complexes being classified as held for sale as of December 31, 2005.
Accordingly, the Columbia Partnership and the Carrollton Partnership generated
earnings from operating activities prior to financial expenses and amortization
of approximately $1,564,000 and approximately $705,000, respectively. Mortgage
principal payments during the period for the Columbia Partnership and the
Carrollton Partnership were approximately $232,000 and approximately $96,000,
respectively. After considering the respective mandatory mortgage principal
payments and required deposits to mortgage escrows, among other things, the
Complexes generated combined cash flow of approximately $884,000 during the six
months ended June 30, 2006; such amount includes cash flow from discontinued
operations. There can be no assurance that the level of cash flow generated by
the Carrollton Partnership during the six months ended June 30, 2006 will
continue in future periods.
There is no depreciation expense for the six months ended June 30, 2006 as a
result of the property and equipment of the Operating Complexes being classified
as held for sale as of December 31, 2005. Considering the effect of the
depreciation treatment in 2006, results of operations for the six months ended
June 30, 2006 are comparable to the six months ended June 30, 2005. Financial
expenses have increased primarily as a result of the weighted average interest
rate on the Columbia Partnership's first mortgage increasing from approximately
2.18% for the first six months of 2005 to approximately 3.25% for the first six
months of 2006.
As of June 30, 2006, the occupancy of Fieldpointe Apartments (Carrollton) was
100% and the occupancy of The Westmont (Columbia) was 100% as to residential
units and approximately 88% as to commercial space as a result of one of the
commercial tenants breaking its lease in the second quarter of 2003. In the
event a sale of Fieldpointe Apartments does not take place, the future operating
results of such Complex will be extremely dependent on market conditions and
therefore may be subject to significant volatility.
Six Months Ended June 30, 2005
During the six months ended June 30, 2005, the Columbia Partnership's and the
Carrollton Partnership's operations resulted in net earnings of approximately
$212,000 and approximately $158,000, respectively. The Columbia Partnership's
earnings include financial expenses and depreciation and amortization of
approximately $665,000 and approximately $585,000, respectively, while the
Carrollton Partnership's earnings include financial expenses and depreciation
and amortization of approximately $299,000 and approximately $201,000,
respectively. Accordingly, the Columbia Partnership and the Carrollton
Partnership generated earnings from operating activities prior to financial
expenses and depreciation and amortization of approximately $1,463,000 and
approximately $657,000, respectively. Mortgage principal payments during the
period for the Columbia Partnership and the Carrollton Partnership were
approximately $214,000 and approximately $91,000, respectively.
9
SECURED INCOME L.P. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
After considering the respective mandatory mortgage principal payments and
required deposits to mortgage escrows, among other things, the Complexes
generated combined cash flow of approximately $826,000 during the six months
ended June 30, 2005; such amount includes cash flow from discontinued
operations. As of June 30, 2005, the occupancy of Fieldpointe Apartments
(Carrollton) was approximately 99% and the occupancy of The Westmont (Columbia)
was approximately 97% as to residential units and 88% as to commercial space
(see discussion above).
Critical Accounting Policies and Estimates
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information, which requires Registrant to make certain estimates and
assumptions. The following section is a summary of certain aspects of those
accounting policies that may require subjective or complex judgments and are
most important to the portrayal of Registrant's financial condition and results
of operations. Registrant believes that there is a low probability that the use
of different estimates or assumptions in making these judgments would result in
materially different amounts being reported in the consolidated financial
statements.
Registrant records its real estate assets at cost less accumulated depreciation
and, if there are indications that impairment exists, adjusts the carrying value
of those assets in accordance with Statement of Financial Accounting Standard
("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." See discussion under Liquidity and Capital Resources above regarding
the disposition of The Westmont and the possible disposition of Fieldpointe
Apartments. Under SFAS No. 144, the long-lived assets of the Operating
Partnerships are classified as held for sale in the accompanying consolidated
balance sheets and are measured at the lower of their carrying amount or fair
value less cost to sell. Once classified as held for sale, depreciation of the
assets ceases. The accompanying consolidated statement of operations for the six
months ended June 30, 2006 does not include any depreciation.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
As a result of the sale of The Westmont (see discussion above), Registrant no
longer has market risk sensitivity with regard to financial instruments
concerning potential interest rate fluctuations in connection with the low
floater rates associated with the Columbia Partnership's first mortgage.
Item 4. Controls and Procedures
As of June 30, 2006, under the direction of the Chief Executive Officer and
Chief Financial Officer of Wilder Richman Resources Corporation, one of
Registrant's general partners, Registrant evaluated the effectiveness of its
disclosure controls and procedures and concluded that (i) Registrant's
disclosure controls and procedures were effective as of June 30, 2006, and (ii)
there has been no change in Registrant's internal control over financial
reporting during the quarter ended June 30, 2006 that has materially affected,
or is reasonably likely to materially affect, Registrant's internal control over
financial reporting.
10
SECURED INCOME L.P. AND SUBSIDIARIES
Part II - Other Information
Item 1. Legal Proceedings
Registrant is not aware of any material legal proceedings.
Item 1A. Risk Factors
As a result of the sale of The Westmont, the Operating Complex owned
by the Columbia Partnership in July 2006, the risk factors previously
disclosed in Item 1A of Registrant's Annual Report on Form 10-K for
the year ended December 31, 2005 pertaining to The Westmont are no
longer applicable. See discussion in Part I, Item 2 - Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer
Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer
Exhibit 32.1 Section 1350 Certification of Chief Executive Officer
Exhibit 32.2 Section 1350 Certification of Chief Financial Officer
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on the 14th day of August 2006.
SECURED INCOME L.P.
By: Wilder Richman Resources Corporation, General Partner
By: /s/Richard Paul Richman
------------------------------------------------
Richard Paul Richman - Chief Executive Officer
By: /s/Neal Ludeke
------------------------------------------------
Neal Ludeke - Chief Financial Officer
By: WRC-87A Corporation, General Partner
By: /s/Richard Paul Richman
------------------------------------------------
Richard Paul Richman - Executive Vice President
and Treasurer
12