SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
HOMESTEAD VILLAGE INCORPORATED
(Name of Subject Company)
HOMESTEAD VILLAGE INCORPORATED
(Name of Person(s) Filing Statement)
Common Stock, Preferred Share Purchase Rights $.01 par value
(Title of Class of Securities)
437851108
(CUSIP Number of Class of Securities)
Jeffrey A. Klopf , Secretary
Homestead Village Incorporated
125 Lincoln Avenue
Santa Fe, New Mexico 87501
(505) 982-9292
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
<TABLE>
<CAPTION>
With Copies to:
<S> <C> <C>
Randolph C. Coley, Esq. Edward J. Schneidman, Esq. Adam O. Emmerich, Esq.
King & Spalding Mayer, Brown & Platt Wachtell, Lipton Rosen & Katz
1100 Louisiana, Suite 3300 190 South Lasalle Street 51 West 52nd Street
Houston, Texas 77002 Chicago, Illinois 60603 New York, New York 10019
(713) 751-3200 (312) 782-0600 (212) 403-1000
</TABLE>
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
<PAGE>
NEWS RELEASE Homestead Contact :
- ------------ James Potts (800) 201-9455
Security Capital Contact:
William R. (Todd) Fowler (800) 988-4304
HOMESTEAD VILLAGE AND SECURITY CAPITAL
ANNOUNCE MERGER AGREEMENT
ATLANTA (May 2, 2000) - Homestead Village Incorporated (NYSE: HSD) and
Security Capital Group Incorporated (NYSE: SCZ) announced today that they
have entered into a definitive merger agreement providing for the
acquisition by cash tender offer by Security Capital of all the publicly
held shares of Homestead's common stock and the associated preferred share
purchase rights at a price of $4.10 per share. Security Capital currently
owns approximately 87% of Homestead's outstanding common stock.
Any shares of Homestead common stock and associated preferred share
purchase rights not purchased in the tender offer will be acquired by
Security Capital in a subsequent merger transaction at the same $4.10 per
share cash price.
A Special Committee consisting of independent directors of the Homestead
Board of Directors reviewed and recommended approval of the offer by the
full Board of Directors. The Committee's recommendation, and the Board's
approval, are based on a number of factors, including the opinion of Stern
Stewart & Co., the financial advisor to the Special Committee, that the
$4.10 per share consideration to be received by the public stockholders of
Homestead in the transaction is fair from a financial point of view to such
holders.
The tender offer will commence shortly and will be made only by an offer to
purchase and other offering documents, copies of which will be filed with
the Securities and Exchange Commission (SEC) and mailed to Homestead
stockholders.
The Homestead Board of Directors also approved postponement of Homestead's
annual stockholders' meeting previously scheduled for June 8, 2000.
Homestead, based in Atlanta, is an owner and operator of 136
extended-stay-lodging facilities in 28 states. Focused on the business
traveler, Homestead has developed an operating system designed to ensure a
consistent, high-quality, uniform lodging experience.
Security Capital Group Incorporated is an international real estate
research, investment and operating management company. Security Capital
operates its business through two divisions. The Capital Division provides
operational and capital deployment oversight to direct and indirect
investments in real estate operating companies, generating earnings
principally from its ownership of these affiliates. Currently, the Capital
Division has investments in 16 real estate operating companies. The
Financial Services Division generates fees principally from capital
management and capital markets activities. The principal offices of
Security Capital and its directly owned affiliates are in Amsterdam,
Atlanta, Brussels, Chicago, Denver, El Paso, Houston, London, Luxembourg,
New York and Santa Fe. More information on Security Capital may be found on
Security Capital's web site at www.securitycapital.com.
###
This press release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Homestead. At the time the offer is commenced,
Security Capital will file a tender offer statement with the SEC and
Homestead will file a solicitation/recommendation statement with respect to
the offer. The tender offer statement (including an offer to purchase, a
related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information
that should be read carefully before any decision is made with respect to
the offer. The offer to purchase, the related letter of transmittal and
certain other documents, as well as the solicitation/recommendation
statement, will be made available to all shareholders of Homestead at no
expense to them. The tender offer statement (including the offer to
purchase, the related letter of transmittal and all other offer documents
filed with the SEC) and the solicitation/recommendation statement will also
be available at no charge at the SEC's web site at www.sec.gov.
<PAGE>
N e w s R e l e a s e Contact: A. Richard Moore, Jr.
- ---------------------- (800) 201-9455/(770) 303-8370
HOMESTEAD VILLAGE REPORTS
FIRST QUARTER 2000 EARNINGS OF $0.07 PER SHARE
ATLANTA - (May 2, 2000) Homestead Village Incorporated (NYSE:HSD)
today reported diluted earnings per share of $0.07 per share in the first
quarter 2000, compared with a loss per share of $(0.50) in the first
quarter 1999. Net earnings for the first quarter 2000 were $8.49 million,
compared to a loss of $(18.96) million in the first quarter 1999.
Homestead reported EBITDA (earnings before interest, taxes,
depreciation and amortization) of $0.22 per diluted share for the first
quarter 2000. Per-share EBITDA in the first quarter 1999 was $0.29. The
diluted weighted average shares outstanding in the first quarter 2000 was
141.5 million shares, compared with 57.5 million shares in the first
quarter 1999. Aggregate EBITDA for the first quarter 2000 was $30.48
million, compared to $16.43 million in the first quarter 1999.
Property-Level Operating Performance
RevPAR (revenue per available room) increased in the first quarter
for the total portfolio. First quarter 2000 weekly RevPAR for the total
portfolio increased 14.0% to $252, compared to $221 in the first quarter
1999. The average weekly rate decreased 0.8% to $349 (from $352 in the
prior year period), while first quarter occupancy increased 940 basis
points, from 62.8% in first quarter 1999 to 72.2% in first quarter 2000.
The property-level operating margin for the total portfolio increased 320
basis points to 57.4% in the first quarter 2000, compared to 54.2% in the
first quarter 1999.
Total Homestead Portfolio
- -------------------------------------------------------------------------------
1Q99 2Q99 3Q99 4Q99 1Q00
- -------------------------------------------------------------------------------
Operating Properties 125 129 136 136 136
Average Occupancy 62.8% 70.9% 75.2% 71.4% 72.2%
Average Weekly Rate $352 $352 $347 $345 $349
Weekly RevPAR $221 $250 $261 $246 $252
Property Operating Margin 54.2% 54.1% 60.1% 56.3% 57.4%
- -------------------------------------------------------------------------------
- more -
<PAGE>
James Potts, Homestead's president and chief operating officer,
said, "Property-level profitability is a key component of the company's
improved financial performance; therefore, we are very pleased with
achieving a 5.1% increase in our `same-store' RevPAR while simultaneously
raising the operating margin for these properties by 40 basis points. We
have a dedicated operating team who are focused on combining a high level
of customer satisfaction with operating profitability."
Weekly RevPAR for the company's 100 same-store properties was $230
in the first quarter 2000, a 5.1% increase over the same-store RevPAR of
$219 for the year ago period. The company's same-store results include only
properties that were both operational and stabilized during both periods.
Same-store weekly rate decreased 3.3% to $326 from $337, while occupancy
increased 560 basis points from 65.1% in the first quarter 1999 to 70.7% in
the first quarter 2000. Property-level operating margin for the same-store
properties increased 40 basis points to 55.4% in first quarter 2000 (from
55.0% in first quarter 1999).
Debt and Long-Term Liabilities
Homestead has been using some of its cash from operations and
proceeds from the land-held-for-sale transactions to pay-down its debt
obligations. As of March 31, 2000, Homestead's debt obligations totaled
approximately $442.2 million, including the company's $139.9-million
capital lease obligation. As of April 28, 2000, there were no drawings
under the company's $35-million revolving line of credit.
1Q99 2Q99 3Q99 4Q99 1Q00 28-Apr-00
- -------------------------------------------------------------------------------
Debt & Long-Term
Liabilities/Total Assets 61.4% 46.8% 46.5% 43.0% 40.3% 39.8%
- -------------------------------------------------------------------------------
Reduction in Overhead Costs
In the first quarter 2000, total overhead costs were $24.5 million
on an annualized basis, approximately 50% of the first quarter 1999
annualized overhead costs of $48.6 million. Management believes that the
current annualized overhead level is appropriate for a company operating
136 stabilized properties.
Annualized Overhead Costs
---------------------------------------------
1Q99 2Q99 3Q99 4Q99 1Q00
- -------------------------------------------------------------------------------
Capitalized Overhead Costs $10,608 $5,008 $2,740 $604 $692
Expensed Overhead Costs 38,035 35,156 29,330 26,628 23,808
- -------------------------------------------------------------------------------
Total Overhead Costs $48,643 $40,164 $32,070 $27,232 $24,500
- -------------------------------------------------------------------------------
Land-Held-for-Sale
Homestead has sold fourteen of its 23 parcels of
land-held-for-sale with net proceeds of $82.6 million. An additional four
properties are under contract with estimated net proceeds of approximately
$9.2 million. The total net proceeds from these 18 parcels would be
approximately $91.8 million or 96% of the $95.5 million carrying value of
the land-held-for sale. The company is continuing to market the remaining
five land parcels that have not been sold or placed under contract.
- more -
<PAGE>
Homestead Board Announces Merger Agreement
Homestead announced on May 2, 2000, that it has entered into a
definitive merger agreement providing for the acquisition by cash tender
offer by Security Capital Group Incorporated (NYSE:SCZ) for all the
publicly-held shares of Homestead's common stock and the associated
preferred share purchase rights at $4.10 per share. Security Capital Group
currently owns 87% of Homestead's outstanding common stock. Any shares of
Homestead common stock and associated preferred share purchase rights not
purchased in the tender offer will be acquired by Security Capital Group in
a subsequent merger transaction at the same $4.10 per share cash price.
A special committee consisting of the independent directors of
Homestead's board reviewed and recommended approval of the offer by the
Company's full board. The special committee's recommendation, and the
board's approval, is based on a number of factors, including the opinion of
Stern Stewart & Co., the financial advisor to the special committee that
the $4.10 per share consideration to be received by the public shareholders
of Homestead in the transaction is fair from a financial point of view to
such holders.
The tender offer will commence shortly and will be made only by an
offer to purchase and other offering documents, copies of which will be
filed with the Securities and Exchange Commission and mailed to Homestead
stockholders.
Homestead Annual Meeting of Shareholders
In light of the tender offer by Security Capital Group,
Homestead's board of directors has decided it is in the best interest of
shareholders to delay the Annual Meeting which had been scheduled for June
8, 2000.
Homestead, based in Atlanta, Georgia, is an owner and operator of
136 extended stay-lodging facilities in 28 states. Focused on the business
traveler, Homestead has developed an operating system designed to ensure a
consistent, high-quality, uniform lodging experience.
# # #
Homestead's news releases and corporate information are available on
the company's website at www.stayhsd.com
In addition to historical information, this news release contains
forward-looking statements under the federal securities laws. These
statements are based on current expectations, estimates, and projections
about the industry and markets in which Homestead operates, management's
beliefs, and assumptions made by management. Forward-looking statements are
not guarantees of future performance and involve certain risks and
uncertainties, which are difficult to predict. Actual operating results may
be affected by changes in national and local economic conditions,
competitive market conditions, changes in financial markets or interest
rates that could adversely affect Homestead's cost of capital and its
ability to meet its financing needs and obligations, weather, and the
ability of potential buyers of land-held-for-sale to obtain financing for
such purchases, and therefore, may differ materially from what is expressed
or forecasted in this news release.
Nothing in this announcement is either an offer to purchase or a
solicitation of an offer to sell shares of the company. At the time the
offer is commenced, Security Capital Group will file a tender offer
statement with the SEC and Homestead will file a
solicitation/recommendation statement with respect to the offer. The tender
offer statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the solicitation/recommendation
statement will contain important information that should be read carefully
before any decision is made with respect to the offer. The offer to
purchase, the related letter of transmittal and certain other documents, as
well as the solicitation/recommendation statement, will be made available
to all shareholders of Homestead, at no expense to them. The tender offer
statement (including the offer to purchase, the related letter of
transmittal and all other documents filed with the SEC) and the
solicitation/recommendation statement will also be available at no charge
at the SEC's website at www.sec.com.
<PAGE>
<TABLE>
<CAPTION>
Homestead Village
First Quarter 2000
Unaudited Financial Results
Statements of Operations, EBITDA and EBDADT
(In thousands, except per share amounts)
Three Months Ended March 31,
------------------------------------
2000 1999
<S> <C>
Room revenues and other property revenues $ 59,869 $ 48,125
Property operating expenses (25,489) (22,030)
Corporate operating expenses (6,010) (9,694)
Miscellaneous revenues 191 25
------------------------------------
EBIDTA, before special charge $ 28,561 $ 16,426
Interest income 262 154
Net interest expense (11,290) (11,316)
Depreciation and amortization (10,962) (9,997)
Gain on sale of depreciable assets 2 2
Provision for income taxes - -
------------------------------------
Earnings (loss) before cumulative effect
of accounting change $ 6,573 $ (4,731)
Cumulative effect of accounting change - (14,230)
------------------------------------
Net earnings (loss) before special charge $ 6,573 $ (18,961)
Special charge credit 1,922 -
------------------------------------
Net earnings (loss) $ 8,495 $ (18,961)
====================================
Reconciliation of Earnings (Loss) to EBDADT:
Net earnings (loss) $ 8,495 $ (18,961)
Add back:
Real property depreciation 10,073 9,120
Gain on sale of depreciable assets (2) (2)
Amortization of trademark and intangibles 621 621
Cumulative effect of accounting change for organizational,
pre-opening, and start-up activities - 14,230
------------------------------------
EBDADT $ 19,187 $ 5,008
Add back of net convertible debt interest, if dilutive - -
------------------------------------
Diluted EBDADT $ 19,187 $ 5,008
====================================
EBITDA $ 30,483 $ 16,426
EBITDA before special charge $ 28,561 $ 16,426
Diluted EBITDA per share $ 0.22 $ 0.29
Diluted EBITDA per share before special charge $ 0.20 $ 0.29
Net earnings (loss) $ 8,495 $ (18,961)
Net earnings (loss) before special charge $ 6,573 $ (18,961)
Diluted earnings (loss) per share (1) $ 0.07 $ (0.50)
Diluted earnings (loss) per share before special charge (1) $ 0.05 $ (0.50)
Diluted EBDADT $ 19,187 $ 5,008
Diluted EBDADT before special charge $ 17,265 $ 5,008
Diluted EBDADT per share (1) $ 0.16 $ 0.13
Diluted EBDADT per share before special charge (1) $ 0.14 $ 0.13
Weighted average shares outstanding:
Basic 120,031 38,245
====================================
Diluted 141,464 57,492
====================================
(1) Basic per share results are presented where diluted calculations produce anti-dilutive results.
Supplemental Information Page 1
<PAGE>
<CAPTION>
Homestead Village
First Quarter 2000
Unaudited Financial Results
Balance Sheets and Statements of Cash Flows
(In thousands)
Balance Sheets:
March 31, December 31,
Assets 2000 1999
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 214 $ 20,747
Investment in property and equipment, net 1,021,806 1,039,991
Other assets 75,197 72,702
- ------------------------------------------------------------------------------------------------
Total assets 1,097,217 1,133,440
- ------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
- ------------------------------------------------------------------------------------------------
Liabilities:
Lines of credit 80,949 125,449
Convertible mortgages payable 221,334 221,334
Capital lease obligation 139,930 140,854
Accrued special charge expenses 2,130 5,372
Accounts payable, accrued expenses and other liabilities 36,033 32,094
- ------------------------------------------------------------------------------------------------
Total liabilities 480,376 525,103
- ------------------------------------------------------------------------------------------------
Shareholders' equity 616,841 608,337
- ------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 1,097,217 $ 1,133,440
- ------------------------------------------------------------------------------------------------
Statements of Cash Flows: Three Months Ended March 31,
2000 1999
- ------------------------------------------------------------------------------------------------
Operating Activities:
Net property operating income $ 34,380 $ 26,095
Miscellaneous revenues 191 25
Interest income 262 154
Less:
Corporate operating expenses 5,952 9,509
Special charge credit (1,922) -
Gains on sales of land 713 -
Holding cost on land held for sale 58 -
Interest expense 11,290 11,316
Current tax expense - -
- ------------------------------------------------------------------------------------------------
Net cash flow provided by operating activities 18,742 5,449
- ------------------------------------------------------------------------------------------------
Investing Activities:
Capital expenditures:
Real estate development (983) (41,644)
Other capital expenditures (576) (2,191)
Proceeds from sales of land 9,996 -
Other balance sheet accounts (870) (17,590)
- ------------------------------------------------------------------------------------------------
Net cash flow provided by (used in) investing activities 7,567 (61,425)
- ------------------------------------------------------------------------------------------------
Financing Activities:
Line of credit advances, net of repayments (44,500) 41,920
Mortgage debt advances (repayments) - (122,028)
Deferred loan costs for line of credit (1,418) (2,377)
Capital lease obligation, net of payments (924) 143,260
- ------------------------------------------------------------------------------------------------
Net cash flow provided by (used in) financing activities (46,842) 60,775
- ------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents (20,533) 4,799
Cash and cash equivalents, beginning of period 20,747 12,144
- ------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 214 $ 16,943
- ------------------------------------------------------------------------------------------------
Supplemental Information Page 2
<PAGE>
<CAPTION>
Homestead Village
First Quarter 2000
Unaudited Financial Results
Debt Outstanding and Share Information
(In thousands, except per share amounts)
March 31, December 31,
Debt: 2000 1999
-----------------------
<S> <C> <C>
Lines of credit, due February 28, 2003 $80,949 $125,449
Capital lease obligation, amortizing through December 139,930 140,854
Convertible mortgage notes payable, due October 31, 20 221,334 221,334
-----------------------
Total debt $442,213 $487,637
=======================
Common Shares Issued and Outstanding and Issuable: As of March 31,
-----------------------
2000 1999
-----------------------
Common shares issued and outstanding 120,031 38,245
Shares issuable upon conversion of convertible mortgag 21,191 19,246
Options outstanding 3,340 3,701
-----------------------
144,562 61,192
=======================
Per Share Data: (1) Before Special Charge After Special Charge
----------------------- --------------------
Three Months Ended Three Months Ended
March 31, March 31,
----------------------- --------------------
2000 1999 2000 1999
----------------------- --------------------
Earnings (loss) per share data (2):
Earnings (loss) attributable to common shares $6,573 ($4,731) $8,495 ($4,731)
Convertible mortgage interest - - - -
----------------------- --------------------
Earnings (loss) attributable to common shares
and assumed conversions $6,573 ($4,731) $8,495 ($4,731)
======================= ====================
Weighted average shares outstanding - basic 120,031 38,245 120,031 38,245
Increase in shares which would result from:
Exercise of options - - - -
Conversion of mortgages - - - -
----------------------- --------------------
Weighted average shares outstanding - diluted 120,031 38,245 120,031 38,245
======================= ====================
Per share earnings (loss)
Basic $0.05 ($0.12) $0.07 ($0.12)
======================= ====================
Diluted $0.05 ($0.12) $0.07 ($0.12)
======================= ====================
EBDADT per share data:
EBDADT attributable to common shares $17,265 $5,008 $19,187 $5,008
Convertible mortgage interest - - - -
----------------------- --------------------
EBDADT attributable to common shares
and assumed conversions $17,265 $5,008 $19,187 $5,008
======================= ====================
Weighted average shares outstanding - basic 120,031 38,245 120,031 38,245
Increase in shares which would result from:
Exercise of options - - - -
Conversion of mortgages - - - -
----------------------- --------------------
Weighted average shares outstanding - diluted 120,031 38,245 120,031 38,245
======================= ====================
Per share EBDADT
Basic $0.14 $0.13 $0.16 $0.13
======================= ====================
Diluted $0.14 $0.13 $0.16 $0.13
======================= ====================
(1) Convertible debt is not assumed to be converted and the exercise of options is not assumed in periods
where the effects are anti-dilutive.
(2) Per share earnings results for 1999 are presented before the cumulative effect of an accounting change.
</TABLE>
Supplemental Information Page 3
<PAGE>
Homestead Village
First Quarter 2000
Unaudited Financial Results
Operating Property Performance
Three Months Ended March 31,
-------------------------------
2000 1999 Change
-------------------------------
Stabilized, Comparable Properties
("Same-store"): (1)
Number of properties 100 100 0.0%
RevPAR (3) $230 $219 5.1%
Average Weekly Rate (4) $326 $337 -3.3%
Occupancy % 70.7% 65.1% 5.6
Property Operating Income Margin 55.4% 55.0% 0.4
Investment in Comparable Properties (000's) $743,314 $743,314 0.0%
Percent of Comparable Investment to Total Inve 68.2% 76.2% (8.0)
Stabilized Properties: (2)
Number of properties 136 100 36.0%
RevPAR (3) $252 $219 14.9%
Average Weekly Rate (4) $349 $337 3.7%
Occupancy % 72.2% 65.1% 7.1
Property Operating Income Margin 57.4% 55.0% 2.4
Investment in Stabilized Properties (000's) $1,090,137 $743,314 46.7%
Percent of Stabilized Investment to Total Inve 100.0% 76.2% 23.8
Pre-stabilized Properties:
Number of properties n/a 25 n/a
RevPAR (3) n/a $228 n/a
Average Weekly Rate (4) n/a $430 n/a
Occupancy % n/a 53.2% n/a
Property Operating Income Margin n/a 51.4% n/a
Investment in Pre-stabilized Properties (000's n/a $232,503 n/a
Percent of Pre-stabilized Investment to Total n/a 23.8% n/a
Total Properties:
Number of properties 136 125 8.8%
RevPAR (3) $252 $221 14.0%
Average Weekly Rate (4) $349 $352 -0.8%
Occupancy % 72.2% 62.8% 9.4
Property Operating Income Margin 57.4% 54.2% 3.2
Investment in Operating Properties (000's) $1,090,137 $975,816 11.7%
Notes:
- -----
(1) Stabilized, comparable properties represent those properties that were
stabilized as of the beginning of the first quarter of 1999.
(2) Stabilized properties represent those properties that have achieved 80%
occupancy or have been open for 24 weeks. The three months ended March
31, 2000 includes one property which became stabilized during the period.
(3) Weekly revenue per available room ("RevPAR") is determined by dividing
room revenue by the number of guest room days available for the period
and multiplying by seven.
(4) Average weekly rate is determined by dividing room revenue by the number
of guest room days occupied for the period and multiplying by seven.
Supplemental Information Page 4
<PAGE>
Homestead Village
First Quarter 2000
Unaudited Financial Results
Regional Portfolio Information and Corporate Overhead Costs
(Dollar amounts in thousands)
Regional Portfolio Information:
Number of
Region States Properties Investment
------------------------------------------------------------
Northeast CT,DE,MA 21 $ 207,522
MD,NJ,PA
VA (northern)
Southeast AL,FL,GA 23 192,892
West CA,NV 19 173,728
Midwest IL,KS,MI 17 146,424
MO,MN,OH
WI
Mountain AZ,CO,NM 20 145,805
OR,UT,WA
Southwest TX 25 128,543
East NC,TN,VA 11 95,223
------------------------------------------------------------
Totals 136 $ 1,090,137
Actual Corporate Overhead Costs:
Corporate Overhead Costs (1)
-----------------------------------------------------
Q1 1999 Q2 1999 Q3 1999 Q4 1999 Q1 2000
- -------------------------------------------------------------------------------
Capitalized costs (annual $10,608 $5,008 $2,740 $604 $692
Expensed costs (annualize 38,035 35,156 29,330 26,628 23,808
- -------------------------------------------------------------------------------
Total (annualized) $48,643 $40,164 $32,070 $27,232 $24,500
=====================================================
(1) Represents a projection of annual costs calculated by annualizing the
costs for the individual quarters.
Supplemental Information Page 5
