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: June 30, 2000
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: 000-27582
SPEEDUS.COM, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3853788
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 58th Street, Suite 7E
Brooklyn, New York 11220
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
718-567-4300
----------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------
(Former name, former address and former fiscal year, if changed
since last report)
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 |_|
The number of outstanding shares of the registrant's common stock, par value
$.01 per share (the "Common Stock"), as of June 30, 2000 was 20,954,838
<PAGE>
SPEEDUS.COM, Inc.
INDEX TO FORM 10-Q
Page(s)
-------
PART I -- FINANCIAL INFORMATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations ........................... 3-5
Financial Statements
Consolidated Balance Sheets as of June 30, 2000 (unaudited)
and December 31, 1999 .......................................... 6
Consolidated Statements of Operations (unaudited) for the
Three and Six Months Ended June 30, 2000 and 1999 .............. 7
Consolidated Statements of Cash Flows (unaudited) for the
Six Months Ended June 30, 2000 and 1999 ........................ 8
Notes to Consolidated Financial Statements (unaudited) ......... 9-10
PART II -- OTHER INFORMATION
ITEM 1 -- Legal Proceedings ............................................. 11
ITEM 2 -- Changes in Securities ......................................... 11
ITEM 3 -- Defaults Upon Senior Securities ............................... 11
ITEM 4 -- Submission of Matters to a Vote of Security Holders ........... 11
ITEM 5 -- Other Information ............................................. 11
ITEM 6 -- Exhibits and Reports on Form 8-K .............................. 11
Signature Page .......................................................... 12
2
<PAGE>
PART I - FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of financial condition and results
of operations should be read in conjunction with the corresponding discussion
and analysis included in the Company's Report on Form 10-K for the year ended
December 31, 1999.
Information Relating to Forward-Looking Statements
This Management's Discussion and Analysis of Financial Condition and
Results of Operations and other sections of this Quarterly Report contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These statements appear in a number of places in this Quarterly
report and include statements regarding the intent, belief or current
expectations of the Company or its officers with respect to, among other things,
the ability of the Company to make capital expenditures, the ability to incur
additional debt, as necessary, to service and repay such debt, if any, as well
as other factors that may effect the Company's financial condition or results of
operations. Forward-looking statements may include, but are not limited to,
projections of revenues, income or losses, capital expenditures, plans for
future operations, financing needs or plans, compliance with covenants in loan
agreements, plans for liquidation or sale of assets or businesses, plans
relating to products or services of the Company, assessments of materiality,
predictions of future events, and the ability to obtain additional financing,
including the Company's ability to meet obligations as they become due, and
other pending and possible litigation, as well as assumptions relating to the
foregoing. All statements in this Quarterly Report regarding industry prospects
and the Company's financial position are forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct. The
Company undertakes no obligation to publicly release the result of any revisions
to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Operations
We are an emerging facilities-based broadband and wireless super
high-speed Internet company. We own and operate our SPEED411sm Portal to promote
broadband high-speed Internet access on a nationwide basis. Our portal is
designed to provide users with information on how to get high-speed access and
how to take advantage of offerings available to high-speed users. Our Network
Operation Center (NOC) in the Brooklyn Army Terminal contains a data center with
a Linux-based Internet gateway transmitter and a teleport facility with
satellite down links and fiber optic backbone. We also provide standard direct
dial-up and ISDN service, as well as web hosting and e-mail.
Currently, we are conducting a limited pilot program of our SPEEDsm
broadband Super High-Speed Internet service. SPEED is delivered via Internet
Broadcast Stations operating under our FCC license covering Metro New York. The
Internet broadcast signal is currently not available at all locations in the
license area. A full marketing effort will not commence until new LMDS equipment
becomes commercially available with cost and performance that allow
implementation of SPEED service on an economically attractive basis.
Our FCC commercial operating license was awarded to us in recognition of
our efforts in developing and deploying Local Multipoint Distribution Service
("LMDS") technology, and for spearheading its regulatory approval at the FCC. In
September 1997, our pioneer LMDS license was renewed as a standard LMDS license
through February 1, 2006. The license provides that the spectrum may be used for
a wide variety of fixed wireless purposes, including wireless local loop
telephony, high-speed Internet access and two-way teleconferencing. The license
covers 150 MHz of spectrum in the 28 GHz range encompassing the New York Primary
Metropolitan Statistical Area, a region which includes the five boroughs of New
York City as well as the New York Counties of Westchester, Rockland, and Putnam.
Under FCC authorization, the license includes an additional 150 MHz of spectrum
until the first Ka band satellite is launched, an event which is not expected to
occur prior to 2002.
SPEEDIA.COM, since June 30, 2000 our wholly-owned subsidiary, is a
facilities-based Wireless Application Service Provider that provides
personalized mobile Internet services to consumers, wireless carriers and
enterprise customers.
The Company's Board of Directors has received a revised offer from Shant
S. Hovnanian, a co-founder and Chairman and Chief Executive Officer of the
Company, for the contribution of his interest in VisionStar Incorporated
("VisionStar") for no cash consideration.
VisionStar holds a license from the FCC, granted in May 1997, to
construct, launch and operate a Ka-band telecommunications satellite positioned
over the continental United States. VisionStar proposes to offer broadband
communication services, such as, high-speed Internet access, high-speed data
services, video teleconferencing, distance learning and video
3
<PAGE>
programming. Mr. Hovnanian is the sole shareholder of VisionStar.
Mr. Hovnanian's offer may require FCC approval of the transfer. The FCC
requires Ka-band licensees to adhere to a strict timetable for system
implementation, including construction and launch and VisionStar will require
substantial financing to meet these milestones.
In May 1999, Mr. Bernard Bossard, another co-founder and former officer
and director of the Company, commenced a lawsuit against Mr. Hovnanian and
VisionStar alleging that, among other things, Mr. Bossard is entitled to a free
one-third interest in VisionStar. Mr. Hovnanian's offer is also subject to court
approval with respect to one-third of the shares of VisionStar and
indemnification of him for all actions in the past with respect to VisionStar
and Mr. Bossard. Mr. Hovnanian's offer also includes the transfer of all of his
rights in certain claims he believes he has against Mr. Bossard.
A Special Committee of the Company's Board of Directors is evaluating Mr.
Hovnanian's offer. There can be no assurance that the offer will be accepted or
accepted on the terms presently under discussion. There can also be no assurance
that the terms of the offer from Mr. Hovnanian will not be revised.
Six and Three Months Ended June 30, 2000 Compared to Six and Three Months Ended
June 30, 1999
Revenues increased $16,000 from $42,000 for the six months ended June 30,
1999 to $58,000 for the six months ended June 30, 2000 and decreased $4,000 from
$27,000 for the three months ended June 30, 1999 to $23,000 for the three months
ended June 30, 2000. This reflects the early results of the Company's pilot
program to connect its first Internet subscribers.
Selling, general and administrative expenses increased $222,000 from
$2,603,000 for the six months ended June 30, 1999 to $2,825,000 for the six
months ended June 30, 2000 and increased $124,000 from $1,456,000 for the three
months ended June 30, 1999 to $1,580,000 for the three months ended June 30,
2000. This increase is primarily attributable to increases in compensation
expense as a result of additions to senior management, including research and
development and the Company's Portal, and legal expenses in connection with
Intellectual Property matters.
Depreciation and amortization increased $252,000 from $1,353,000 for the
six months ended June 30, 1999 to $1,605,000 for the six months ended June 30,
2000 and increased $100,000 from $672,000 for the three months ended June 30,
1999 to $772,000 for the three months ended June 30, 2000 as a result of
additions to property and equipment in connection with the build-out of the
Company's portal and amortization of a patent acquired by the Company during the
first quarter of 2000.
Equity in loss increased $375,000 from $195,000 for the six months ended
June 30, 1999 to $570,000 for the six months ended June 30, 2000 and increased
$141,000 from $195,000 for the three months ended June 30, 1999 to $336,000 for
the three months ended June 30, 2000. Through June 30, 2000, the Company
accounted for its investment in 45% of the interest in SPEEDIA under the equity
method. Subsequent to that date, upon the acquisition of the remaining 55%
interest in SPEEDIA, the results of operations of SPEEDIA will be included in
the consolidated statements of operations. This acquisition was accounted for
using the purchase method of accounting. Accordingly, the assets purchased and
the liabilities assumed, at fair value, are included in the consolidated
financial statements at June 30, 2000. The excess of the purchase price, valued
at approximately $6.7 million (including the value of shares contingently
issuable in the event a target stock price is not achieved), over the fair value
of the net assets acquired is approximately $7.2 million which has been recorded
as goodwill and will be amortized over a period of 3 years.
Interest and investment income increased $1,161,000 from $324,000 for the
six months ended June 30, 1999 to $1,485,000 for the six months ended June 30,
2000 and increased $637,000 from $128,000 for the three months ended June 30,
1999 to $765,000 for the three months ended June 30, 2000 since the Company had
more funds available for investment.
Unrealized gains on investments amounted to $172,000 and $54,000 for the
three and six months ended June 30, 2000, respectively. No such gains were
recognized in 1999.
Other income amounted to $60,000 and $420,000 for the three and six months
ended June 30, 1999, respectively. During 1999, the Company negotiated
settlements with vendors. For the three and six months ended June 30, 2000,
these settlements were not material.
Liquidity and Capital Resources
The Company has recorded operating losses and negative operating cash
flows in each year of its operations since inception, primarily due to the
start-up costs in connection with the commercial roll-out of the Company's
system, slower than anticipated consumer acceptance of the Company's now
discontinued subscription television services and expenses incurred in
connection with the LMDS rulemaking proceeding.
While the Company believes that it has sufficient liquidity to finance its
current level of operations, it does not expect to have a positive operating
cash flow until such time as it substantially increases its Internet customer
base and/or forms a strategic alliance for use of its Internet capabilities in
the future. In addition, if the VisionStar offer is accepted, VisionStar will
require substantial financing. The lack of additional capital in the future
could have a material adverse effect on the Company's financial condition,
operating results and prospects for growth.
Year 2000 compliance
The "Year 2000" or "Y2K" concern exists because of the potential for
computer programs to recognize a date using "00" as the year 1900 instead of the
year 2000 which could cause disruption of normal business operations.
4
<PAGE>
Although the date is now past January 1, 2000, and we have not experienced
immediate adverse impact from the transition to the Year 2000, we cannot provide
assurance that we or our suppliers and customers have not been affected in a
manner that is not yet apparent. In addition, some computer programs that were
date sensitive to the Year 2000 may not have been programmed to process the Year
2000 as a leap year, and any negative consequential effects remain unknown. As a
result, we will continue to monitor our Year 2000 compliance and the Year 2000
compliance of our suppliers and customers.
5
<PAGE>
SPEEDUS.COM, Inc.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 40,148,804 $ 44,613,101
Marketable securities 601,820 --
Prepaid expenses and other 142,359 50,000
Due from affiliates 93,112 93,112
Accounts receivable 7,734 8,064
------------ ------------
Total current assets 40,993,829 44,764,277
Property and equipment, net of accumulated
depreciation of $8,545,945 and $8,092,906 10,582,657 10,958,977
Goodwill 7,195,232
Other intangible assets, net of accumulated
amortization of $49,286 in 2000 2,320,714 --
Other assets 55,078 46,036
------------ ------------
Total assets $ 61,147,510 $ 55,769,290
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 665,518 $ 554,739
Accrued and other liabilities 1,309,443 1,204,173
Current portion of notes payable 84,376 210,938
------------ ------------
Total current liabilities 2,059,337 1,969,850
Commitments and Contingencies -- --
Stockholders' equity:
Common stock ($.01 par value; 40,000,000
shares authorized; 20,954,838 and 19,670,959
shares issued and outstanding) 209,548 196,710
Preferred stock ($.01 par value; 20,000,000
shares authorized):
Series A Convertible ($1,000 stated value;
10,000 shares authorized; no shares issued -- --
and outstanding)
Additional paid-in-capital 88,560,465 79,875,699
Accumulated deficit (29,681,840) (26,272,969)
------------ ------------
Stockholders' equity 59,088,173 53,799,440
------------ ------------
Total liabilities and stockholders' equity $ 61,147,510 $ 55,769,290
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
6
<PAGE>
SPEEDUS.COM, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
------------------------------ ------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 22,605 $ 26,959 $ 58,007 $ 42,170
------------ ------------ ------------ ------------
Expenses:
Selling, general and
administrative 1,579,848 1,455,933 2,824,621 2,602,658
Depreciation and amortization 771,618 672,125 1,604,641 1,352,824
------------ ------------ ------------ ------------
Total operating expenses 2,351,466 2,128,058 4,429,262 3,955,482
------------ ------------ ------------ ------------
Operating loss (2,328,861) (2,101,099) (4,371,255) (3,913,312)
Equity in loss of associated
company (336,468) (195,000) (569,782) (195,000)
Interest and investment income 765,305 127,578 1,484,725 324,056
Unrealized gains/(losses) on
investments 172,176 -- 53,661 --
Interest expense (2,541) (5,785) (6,220) (13,102)
Other income -- 59,787 -- 419,756
------------ ------------ ------------ ------------
Net loss $ (1,730,389) $ (2,114,519) $ (3,408,871) $ (3,377,602)
============ ============ ============ ============
Per share:
Basic loss per common share $ (0.09) $ (0.12) $ (0.17) $ (0.19)
============ ============ ============ ============
Weighted average common shares
outstanding 20,015,278 17,510,694 19,901,817 17,330,056
============ ============ ============ ============
Diluted loss per common share $ (0.09) $ (0.12) $ (0.17) $ (0.19)
============ ============ ============ ============
Weighted average common shares
outstanding 20,015,278 17,510,694 19,901,817 17,330,056
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
7
<PAGE>
SPEEDUS.COM, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,408,871) $ (3,377,602)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 1,604,641 1,352,824
Stock based compensation 167,000 205,000
Equity in loss of associated company 569,782 --
Changes in assets and liabilities:
Marketable securities (601,820) --
Prepaid expenses and other (92,359) (19,700)
Due from affiliates -- (6,667)
Other assets (9,042) (750)
Accounts receivable 330 (8,859)
Accounts payable 110,779 (1,193,920)
Accrued and other liabilities 105,270 325,576
------------ ------------
Net cash (used in) operating activities (1,554,290) (2,724,098)
------------ ------------
Cash flows from investing activities:
Investment in associated companies (1,035,843) --
Intangible assets (570,000) --
Property and equipment additions (1,179,035) (283,913)
------------ ------------
Net cash (used in) investing activities (2,784,878) (283,913)
------------ ------------
Cash flows from financing activities:
Proceeds from exercise of stock options 1,433 429,688
Repayment of notes payable (126,562) (42,187)
------------ ------------
Net cash (used in)/provided by financing activities (125,129) 387,501
------------ ------------
Net (decrease) in cash
and cash equivalents (4,464,297) (2,620,510)
Cash and cash equivalents, beginning of period 44,613,101 12,902,085
------------ ------------
Cash and cash equivalents, end of period $ 40,148,804 $ 10,281,575
============ ============
Supplemental Cash Flow Disclosures:
Cash paid for interest during the period $ 10,266 $ 7,317
============ ============
Non-cash transactions:
Common stock issued for intangible assets $ 1,800,000 $ --
============ ============
Common stock issued / contingently issuable for acquisition $ 6,729,171 $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
8
<PAGE>
SPEEDUS.COM, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited consolidated financial statements include the
accounts of SPEEDUS.COM, Inc. and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. These financial
statements do not include all information and notes required by generally
accepted accounting principles for complete financial statements. These
financial statements should be read in conjunction with the Company's 1999
audited consolidated financial statements and notes thereto on Form 10-K.
Operating results for the three and six months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000.
Trading securities are carried at fair market value on the accompanying
consolidated balance sheet at June 30, 2000. The difference between their cost
and fair market value at March 31 and June 30, 2000 has been recorded in the
accompanying consolidated statements of operations for the three and six months
ended June 30, 2000.
2. Related Party Transactions
The Company's Board of Directors has received a revised offer from Shant
S. Hovnanian, a co-founder and Chairman and Chief Executive Officer of the
Company, for the contribution of his interest in VisionStar Incorporated
("VisionStar") for no cash consideration.
VisionStar holds a license from the FCC, granted in May 1997, to
construct, launch and operate a Ka-band telecommunications satellite positioned
over the continental United States. VisionStar proposes to offer broadband
communication services, such as, high-speed Internet access, high-speed data
services, video teleconferencing, distance learning and video programming. Mr.
Hovnanian is the sole shareholder of VisionStar.
Mr. Hovnanian's offer may require FCC approval of the transfer. The FCC
requires Ka-band licensees to adhere to a strict timetable for system
implementation, including construction and launch and VisionStar will require
substantial financing to meet these milestones.
In May 1999, Mr. Bernard Bossard, another co-founder and former officer
and director of the Company, commenced a lawsuit against Mr. Hovnanian and
VisionStar alleging that, among other things, Mr. Bossard is entitled to a free
one-third interest in VisionStar. Mr. Hovnanian's offer is also subject to court
approval with respect to one-third of the shares of VisionStar and
indemnification of him for all actions in the past with respect to VisionStar
and Mr. Bossard. Mr. Hovnanian's offer also includes the transfer of all of his
rights in certain claims he believes he has against Mr. Bossard.
A Special Committee of the Company's Board of Directors is evaluating Mr.
Hovnanian's offer. There can be no assurance that the offer will be accepted or
accepted on the terms presently under discussion. There can also be no assurance
that the terms of the offer from Mr. Hovnanian will not be revised.
3. Acquisition
On June 30, 2000, the Company purchased the remaining 55% interest in
SPEEDIA.COM, a facilities-based Wireless Application Service Provider that
provides personalized mobile Internet services to consumers, wireless carriers
and enterprise customers, that it did not already own. The Company issued an
aggregate of 950,000 shares of its Common Stock to SPEEDIA.COM'S selling
shareholders, TIS Worldwide, Inc. and Daniel Doyon (collectively, the "Sellers).
This acquisition was accounted for using the purchase method of
accounting. Accordingly, the assets purchased and the liabilities assumed, at
fair value, are included in these consolidated financial statements at June 30,
2000. The results of operations of SPEEDIA will be included in the consolidated
statements of operations subsequent to June 30, 2000. The excess of the purchase
price, valued at approximately $6.7 million (including the value of shares
contingently issuable in the event the target stock price discussed below is not
achieved), over the fair value of the net assets acquired is approximately $7.2
million which has been recorded as goodwill and will be amortized over a period
of 3 years.
The Company has also agreed to issue in the aggregate an additional
183,334 shares of its Common Stock to the Sellers in the event that 90% of the
VisionStar opportunity is not effectively contributed to the Company within 12
months. An aggregate of an additional 183,334 shares will be issued to the
Sellers if the Company's share price does not reach $10 per share within
approximately twelve months.
9
<PAGE>
Unaudited pro forma operating results of the Company as though the
acquisition of SPEEDIA had occurred on January 1, 1999, with adjustment to give
effect to the amortization of goodwill, are as follows:
Six months ended June 30,
-------------------------
2000 1999
---- ----
Revenues $ 82,377 $ 42,170
Operating loss $(6,641,542) $(5,324,280)
Net loss $(5,679,158) $(4,788,570)
Basic and diluted net loss per share $ (0.27) $ (0.26)
4. Patents
In February 2000, the Company, through BroadBand Patents, LLC, a new
wholly-owned subsidiary, purchased certain intellectual property from GEC
Partners, LLP, an unaffiliated third party, pertaining to wireless transmissions
including U. S. Patent 5,594,937 titled "System for the transmission and
reception of directional radio signals utilizing a gigahertz implosion
concept.". The purchase price of $2,000,000 was paid $200,000 in cash and
$1,800,000 by the issuance of 332,942 shares of the Company's Common Stock.
5. Legal Proceedings
There have been no material developments with respect to the legal
proceedings reported in Item 3 or in Note 8 to the consolidated financial
statements included in Item 14 of the Company's report on Form 10-K for the year
ended December 31, 1999.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS
Since the date of the Company's report on Form 10-K for the year ended
December 31, 2000, there have been no material developments with respect to the
legal proceedings reported in Item 3 or in Note 8 to the financial statements
included in Item 14 of such report.
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
a. Exhibits:
27* Financial Data Schedule
b. Current Reports on Form 8-K:
None
* Filed herewith
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPEEDUS.COM, Inc.
Date: August 14 , 2000 By: /s/ Shant S. Hovnanian
-----------------------------------
Shant S. Hovnanian
Chairman and President
Date: August 14, 2000 By: /s/ Angela M. Vaccaro
-----------------------------------
Angela M. Vaccaro
Controller and Chief Accounting Officer
12
