================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 22, 2000
-------------------
Prime Retail, Inc.
----------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 0-23616 38-2559212
------------------------- ------------------ ------------------
(State of other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
100 East Pratt Street
Nineteenth Floor, Baltimore, Maryland 21202
---------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (410) 234-0782
-------------------
No Change
-------------------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
PRIME RETAIL, INC.
ITEM 2: Acquisition or Disposition of Assets
On December 22, 2000, Prime Retail, Inc. (the "Company") closed on the
sale of four outlets centers to Fortress Investment Fund LLC and Chelsea GCA
Realty, Inc. (collectively, the "Purchaser") for aggregate consideration of
approximately $240 million, including the assumption of mortgage indebtedness of
approximately $174 million. The net proceeds from the sale, after (i) closing
costs, (ii) fees and (iii) the Company's required purchase of land for
approximately $7 million at its outlet center in Gilroy, California, was
approximately $54 million.
The four outlet centers (collectively, the "Permanent Loan Properties")
which were sold aggregate approximately 1.5 million square feet of gross
leasable area and are located in Gilroy, California, Michigan City, Indiana,
Waterloo, New York and Kittery, Maine. Reference is made to the Press Release
dated December 22, 2000 attached hereto as Exhibit 99.1 and incorporated by
reference hereto. Upon finalization, the purchase and sale agreement related to
the Permanent Loan Properties will be promptly filed as an amendment to this
Current Report on Form 8-K
Pro forma financial information, pursuant to the requirements of Article
11 of Regulation S-X, are included in this Current Report on Form 8-K under Item
7, "Financial Statements and Exhibits."
ITEM 5: Other Events
On December 22, 2000, the Company closed on a major refinancing of its
assets and the sale of four outlet centers through a series of transactions that
provided the Company an aggregate of approximately $174 million of net proceeds.
Reference is made to the Press Release dated December 22, 2000 attached hereto
as Exhibit 99.1 and incorporated by reference hereto.
ITEM 7: Financial Statements and Exhibits
The following unaudited pro forma financial information and exhibits
are filed as part of this report:
A. Unaudited pro forma financial information required pursuant to Article 11 of
Regulation S-X:
PAGE
Pro Forma Consolidated Balance Sheet as of September 30, 2000 4
Notes to Pro Forma Consolidated Balance Sheet 5
Pro Forma Consolidated Statement of Operations for the Nine Months
Ended September 30, 2000 6
Pro Forma Consolidated Statement of Operations for the Year Ended
December 31, 1999 7
Notes to Pro Forma Consolidated Statements of Operations 8
B. Exhibits in accordance with the provisions of Item 601 of Regulation S-K:
Exhibit 99.1 Press Release issued by the Company on December 22, 2000 regarding
(i) closing of loans totaling $120 million, (ii) completion of sale of four
outlet centers and (iii) extension of the terms of two other loans.
<PAGE>
<TABLE>
Pro Forma Consolidated Balance Sheet
Prime Retail, Inc.
As of September 30, 2000
(Amounts in thousands)
(Unaudited)
<CAPTION>
Pro Forma Adjustments
-----------------------------------------------------------------
Sale of Permanent Loan Properties [B]
-----------------------------------------------------------------
Pro Forma
Prime Financings Prime
Retail , Inc.[A] Kittery[C] Gilroy[C] Michigan City[C] Waterloo [C] and Other Retail,Inc.
--------------- ---------- --------- --------------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in rental property, net $ 1,657,236 $ (24,237) $(111,637) $(78,409) $ (57,166) $1,385,787
Cash and cash equivalents 5,987 (195) (236) (126) (270) $54,000 (D) 5,160
(54,000)(E)
Restricted cash 25,500 (705) (758) (456) (666) 22,915
Accounts receivable, net 16,575 (270) (534) (485) (223) 15,063
Deferred charges, net 11,307 (58) (350) (241) (154) 10,504
Assets held for sale 6,640 6,640
Due from affiliates, net 3,109 3,109
Investment in partnerships 21,384 21,384
Other assets 23,789 (29) (37) (32) (25) 23,666
----------- --------- --------- -------- --------- -------- ---------
Total assets $ 1,771,527 $ (25,494) $(113,552) $(79,749) $ (58,504) $ - $1,494,228
=========== ========= ========= ======== ========= ======== =========
Liabilities and Shareholders' Equity
Mortgages and other debt $ 1,214,525 (12,007) (72,530) (50,047) (40,309) $(54,000)(E) 985,632
Accrued interest 6,969 (47) (283) (195) (51) 6,393
Real estate taxes payable 12,299 (189) (449) (691) (14) 10,956
Construction costs payable 4,189 4,189
Accounts payable and
other liabilities 66,169 (133) (1,229) (758) (1,050) 62,999
----------- --------- --------- -------- -------- -------- ---------
Total liabilities 1,304,151 (12,376) (74,491) (51,691) (41,424) (54,000) 1,070,169
Minority interests 1,498 1,498
Shareholders' equity:
Series A preferred stock 23 23
Series B preferred stock 78 78
Common stock 436 436
Additional paid-in capital 709,373 709,373
Predecessor owners' capital (13,118) (39,061) (28,058) (17,080) 97,317 (F)
Distributions in excess of net income (244,032) (43,317)(G) (287,349)
----------- --------- --------- -------- -------- ------- --------
Total shareholders' equity 465,878 (13,118) (39,061) (28,058) (17,080) 54,000 242,561
----------- --------- --------- -------- -------- ------- --------
Total liabilities and
shareholders' equity $ 1,771,527 $ (25,494) $(113,552) $(79,749) $(58,504) $ - $1,494,228
=========== ========= ========== ======== ======== ======== ==========
====================================================================================================================================
See accompanying Notes to Pro Forma Consolidated Balance Sheet.
</TABLE>
<PAGE>
Notes to Pro Forma Consolidated Balance Sheet
Prime Retail, Inc.
(Amounts in thousands)
(Unaudited)
Basis of Presentation:
The unaudited pro forma consolidated balance sheet as of September 30, 2000 is
based on the unaudited historical financial statements of the Company after
giving effect to the disposition of the Permanent Loan Properties and certain
adjustments as described below.
Balance Sheet Adjustments:
[A] Represents the historical unaudited consolidated balance sheet of Prime
Retail, Inc. (the "Company") as of September 30, 2000.
[B] On December 22, 2000, the Company closed on the sale of four outlet centers
(the "Permanent Loan Properties") to Fortress Investment Fund LLC and
Chelsea GCA Realty, Inc. for aggregate consideration of $239,500, including
the assumption of mortgage indebtedness of $174,235. The net cash proceeds
from the sale, after (i) closing costs, (ii) fees and (iii) the Company's
required purchase of land for $7,227 at its outlet center in Gilroy,
California, was approximately $54,000.
[C] Represents the elimination of the historical unaudited balance sheets as of
September 30, 2000 of the Permanent Loan Properties as follows:
Prime Outlets at Kittery ("Kittery")
Prime Outlets at Gilroy ("Gilroy")
Prime Outlets at Michigan City ("Michigan City")
Prime Outlets at Waterloo ("Waterloo")
[D] Represents the net cash proceeds from the sale of the Permanent Loan
Properties.
[E] Reflects use of the net cash proceeds to pay down mortgage and other
indebtedness of the Company.
[F] Reflects the reversal of the elimination of the historical partners'
capital of the Permanent Loan Properties as of September 30, 2000 (see Note
[C]).
[G] In connection with the sale of the Permanent Loan Properties, the Company
expects to record a net loss on the sale of real estate of approximately
$43,317 in its historical consolidated results from operations. The
expected net loss is reflected in the Company's Pro Forma Consolidated
Balance Sheet as of September 30, 2000 in distributions in excess of net
income.
<PAGE>
<TABLE>
Pro Forma Condensed Consolidated Statement of Operations
Prime Retail, Inc.
For the Nine Months Ended September 30, 2000
(Amounts in thousands, except per share information)
(Unaudited)
<CAPTION>
Sale of Permanent Loan Properties [C]
----------------------------------------------------------
Prime Venture Assets Pro Forma
Retail, Inc. Sale Kittery Gilroy Michigan City Waterloo Financings Prime
[A] [B] [D] [D] [D] [D] and Other Retail, Inc.
------------- ------------ ------- ------ ------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues
Base rents $ 134,842 $ (826) $(2,139) $(8,788) $(5,894) $ (4,449) $112,746
Percentage rents 4,347 (68) (300) (292) (263) (65) 3,359
Tenant reimbursements 63,612 (346) (607) (3,313) (2,069) (1,752) 55,525
Interest and other 10,032 (1,293) (22) (101) (79) (112) 8,425
------- ------ ------- ------- ------- ------- -------- -------
Total revenues 212,833 (2,533) (3,068) (12,494) (8,305) (6,378) 180,055
Expenses
Property operating 50,694 (270) (394) (2,326) (1,660) (1,537) 44,507
Real estate taxes 16,813 (68) (353) (1,037) (422) (351) 14,582
Depreciation and amortization 49,699 (479) (2,389) (2,204) (1,909) 42,718
Corporate general and
administrative 17,519 (6) (5) (12) (14) (3) 17,479
Interest 73,167 (704) (648) (3,917) (2,703) $ (4,905)[E] 60,290
Provision for asset impairment 8,538 8,538
Loss on eOutlets.com 14,703 14,703
Loss on Designer Connection 1,811 1,811
Other charges 11,686 (553) (304) (872) (162) (111) 9,684
------- ------ ----- ------ ------- ------- -------- -------
Total expenses 244,630 (1,601) (2,183) (10,553) (7,165) (3,911) (4,905) 214,312
------- ------ ------ ------ ------- ------- -------- -------
Income (loss) before
minority interests (31,797) (932) (885) (1,941) (1,140) (2,467) 4,905 (34,257)
(Income) loss allocated to
minority interests 735 735
------- ------ ------ ------ ------- ------- -------- -------
Income (loss) from continuing
operations (31,062) (932) (885) (1,941) (1,140) (2,467) 4,905 (33,522)
Income allocated to preferred
shareholders (17,004) (17,004)
------- ------ ------ ------ ------- ------- -------- -------
Net income (loss) applicable
to common shares $(48,066) $ (932) $ (885) $(1,941) $(1,140) $ (2,467) $ 4,905 $ (50,526)
======== ====== ====== ====== ======= ======== ======== =========
Earnings per common share:
Basic $ (1.11) $ (1.16)
======= ========
Diluted $ (1.11) $ (1.16)
======= ========
Weighted average common
shares outstanding:
Basic 43,497 43,497
======= =========
Diluted 43,497 43,497
======= =========
====================================================================================================================================
See accompanying Notes to Pro Forma Consolidated Statements of Operations.
</TABLE>
<PAGE>
<TABLE>
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1999
(Amounts in thousands, except per share information)
(Unaudited)
<CAPTION>
Sale of Permanent Loan Properties [C]
---------------------------------------------------
Prime Venture Assets Michigan Pro Forma
Retail, Inc. Sale Kittery Gilroy City Waterloo Financings Prime
[A] [B] [D] [D] [D] [D] and Other Retail, Inc.
------------- ----------- ------- -------- -------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues
Base rents $ 193,979 $(14,481) $(2,710) $(11,146) $(7,697) $(6,037) $151,908
Percentage rents 8,085 (1,334) (319) (677) (384) (102) 5,269
Tenant reimbursements 90,063 (5,461) (795) (4,646) (2,804) (2,689) 73,668
Interest and other 13,829 1,021 (1) (568) (214) (199) 13,868
--------- -------- ------- -------- ------- ------- -------
Total revenues 305,956 (20,255) (3,825) (17,037) (11,099) (9,027) 244,713
Expenses
Property operating 70,862 (4,368) (521) (3,313) (2,079) (2,159) 58,422
Real estate taxes 22,405 (972) (501) (1,648) (550) (505) 18,229
Depreciation and amortization 73,640 (5,739) (640) (3,060) (2,943) (2,477) 58,781
Corporate general and
administrative 12,687 (8) (3) (4) (2) (3) 12,667
Interest 93,934 (7,919) (873) (5,273) (3,639) (2,956) $(4,284) [E] 68,990
Provision for abandoned projects 16,039 16,039
Provision for asset impairment 15,842 15,842
Loss on Designer Connection 6,561 6,561
Other charges 6,918 (223) (310) (406) (24) 9 5,964
-------- -------- ------ ------- ------ ------ ------- -------
Total expenses 318,888 (19,229) (2,848) (13,704) (9,237) (8,091) (4,284) 261,495
-------- -------- ------ ------- ------ ------ ------- -------
Income (loss) before minority
interests (12,932) (1,026) (977) (3,333) (1,862) (936) 4,284 (16,782)
Income allocated to
minority interests (3,226) (3,226)
------- -------- ------ ------- ------ ------ ------- -------
Income (loss) from continuing
operations (16,158) (1,026) (977) (3,333) (1,862) (936) 4,284 (20,008)
Income allocated to preferred
shareholders (9,962) (9,962)
------- -------- ------ ------- ------ ------ ------- -------
Net income (loss) applicable
to common shares $(26,120) $ (1,026) $ (977) $(3,333) $(1,862) $ (936) $4,284 $(29,970)
======= ======== ====== ======= ======= ====== ======= ========
Earnings per common share:
Basic $ (0.60) $ (0.69)
======= =======
Diluted $ (0.59) $ (0.68)
======= =======
Weighted average common
shares outstanding:
Basic 43,196 43,196
======= =========
Diluted 44,260 44,260
======= =========
====================================================================================================================================
See accompanying Notes to Pro Forma Statements of Operations
</TABLE>
<PAGE>
Notes to Pro Forma Consolidated Statements of Operations
Prime Retail, Inc.
(Amounts in thousands)
(Unaudited)
Basis of Presentation:
The unaudited pro forma consolidated statements of operations for the nine
months ended September 30, 2000 and the year ended December 31, 1999 are based
on the unaudited financial statements of the Company after giving effect to the
dispositions of the Permanent Loan Properties and certain adjustments as
described below.
Statements of Operations Adjustments:
[A] Represents, as indicated, the historical consolidated statements of
operations of Prime Retail, Inc. (the "Company") for the nine months ended
September 30, 2000 and for the year ended December 31, 1999.
[B] On August 6, 1999, the Company entered into an agreement (the "Prime/Estein
Joint Venture Agreement") to sell three factory outlet centers, including
two future expansions, to a joint venture (the "Venture") between an
affiliate of Estein & Associates USA, Ltd. ("Estein"), a real estate
investment company, and the Company. The Prime/Estein Joint Venture
Agreement provided for a total purchase price of $274,000, including (i)
the assumption of approximately $151,500 of first mortgage indebtedness,
(ii) an $8,000 payment to the Company for a ten-year
covenant-not-to-compete (the "Covenant-not-to-Compete") and (iii) a $6,000
payment to the Company for a ten-year licensing agreement (the "Licensing
Agreement") with the Venture to continue the use of the "Prime Outlets"
brand name. The Covenant-not-to-Compete and the Licensing Agreement are
collectively referred to as the "Deferred Income". The Deferred Income will
be amortized into other income over its ten-year life by the Company.
On November 19, 1999, the Company completed the initial installment of the
Prime/Estein Joint Venture Agreement consisting of the sale of Prime
Outlets at Birch Run to the Venture for aggregate consideration of
$117,000, including a $64,500 "wrap-around" first mortgage provided by the
Company. In connection with the sale of Prime Outlets at Birch Run, the
Company received cash proceeds of $33,303, net of transaction costs.
Effective November 19, 1999, the Company commenced accounting for its 30.0%
ownership interest in Prime Outlets at Birch Run in accordance with the
equity method of accounting. Included in the aggregate consideration is
$8,500 of Deferred Income.
<PAGE>
Notes to Pro Forma Consolidated Statements of Operations
Prime Retail, Inc.
(Amounts in thousands)
(Unaudited)
Statements of Operations Adjustments (continued):
On February 23, 2000, the Company completed the second installment of the
Prime/Estein Joint Venture Agreement consisting of the sale of Prime
Outlets at Williamsburg to the Venture for aggregate consideration of
$59,000, including (i) the assumption of mortgage indebtedness of $32,500
and (ii) $2,750 of Deferred Income. In connection with the sale of Prime
Outlets at Williamsburg, the Company received (i) cash proceeds of $11,063,
net of transaction costs, and (ii) a promissory note in the amount of
$10,000 from the Venture (of which Estein's obligation is $7,000).
Effective February 23, 2000, the Company commenced accounting for its 30.0%
ownership interest in Prime Outlets at Williamsburg in accordance with the
equity method of accounting.
Under the Prime/Estein Joint Venture Agreement, as amended, the outside
closing date for the sale of Prime Outlets at Hagerstown, including an
expansion which opened during 2000 (together, the "Hagerstown Center"), was
August 31, 2000. Estein terminated the Prime/Estein Joint Venture Agreement
as it applied to the sale of the Hagerstown Center when the closing did not
occur by the specified closing date.
In connection with the discontinuance of the sales of a 70% joint venture
interest in (i) the Hagerstown Center and (ii) a proposed expansion to
Prime Outlets at Williamsburg (the "Williamsburg Expansion"), the Company
reduced the carrying value of the Deferred Income by $9,550 during the
third quarter of 2000.
The following summarizes the components of the pro forma adjustments
attributable to the sale of Prime Outlets at Birch Run (sold on November
19, 1999) and Prime Outlets at Williamsburg (sold on February 23, 2000)
(collectively, the "Venture Asset Sale") as if the Venture Asset Sale had
occurred on January 1 of the period presented.
<TABLE>
<CAPTION>
Elimination of Historical
Nine Months Ended Operating Results of Prime Financings Venture
September 30, 2000 Outlets at Williamsburg and Other Asset Sale
------------------ --------------------------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Base rents $ (826) $ (826)
Percentage rents (68) (68)
Tenant reimbursements (346) (346)
Interest and other (807) $(486) (a) (1,293)
------- ----- ---------
Total revenues (2,047) (486) (2,533)
Expenses:
Property operating (270) (270)
Real estate taxes (68) (68)
Corporate general and administrative (6) (6)
Interest (559) (145) (b) (704)
Other charges (553) (553)
------- ----- ---------
Total expenses (1,456) (145) (1,601)
------- ----- ---------
Income from continuing operations $ (591) $(341) $ (932)
======= ===== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Notes to Pro Forma Consolidated Statements of Operations
Prime Retail, Inc.
(Amounts in thousands)
(Unaudited)
Statements of Operations Adjustments (continued):
Elimination of
Historical Operating Results
----------------------------
Year Ended Prime Outlets Prime Outlets Financings Venture
December 31, 1999 at Williamsburg at Birch Run and Other Asset Sale
----------------- --------------- ------------ --------- ----------
<S> <C> <C> <C> <C>
Revenues:
Base rents $(4,965) $ (9,516) $(14,481)
Percentage rents (773) (561) (1,334)
Tenant reimbursements (2,007) (3,454) (5,461)
Interest and other (173) (529) $1,723 (a) 1,021
------- -------- ------ --------
Total revenues (7,918) (14,060) 1,723 (20,255)
Expenses:
Property operating (1,543) (2,825) (4,368)
Real estate taxes (361) (611) (972)
Depreciation and
amortization (1,823) (3,916) (5,739)
Corporate general
and administrative (6) (2) (8)
Interest (1,719) (3,345) (2,855) (b) (7,919)
Other charges (37) (186) (223)
------- -------- ------- --------
Total expenses (5,489) (10,885) (2,855) (19,229)
------- -------- ------- --------
Income from continuing
operations $(2,429) $ (3,175) $ 4,578 $ (1,026)
======= ======== ======= ========
</TABLE>
Notes:
(a) Increase reflects the following:
Nine Months Ended Year Ended
September 30, 2000 December 31, 1999
------------------ -----------------
Management fee income(i) $ 46 $ 884
Interest income on Williamsburg
note receivable(ii) 129 775
Amortization of deferred income(iii) (670) 64
Equity earnings in investment
in partnership 9 -
----- ------
$(486) $1,723
===== ======
Notes:
(i) The Venture has agreed to retain the Company as its sole and exclusive
managing and leasing agent for a property management fee equal to 4.0% of
gross rental receipts. This adjustment represents the total estimated gross
rental receipts of the Venture Assets during the periods presented less any
management fee actually recorded by Prime Retail, Inc. in its historical
results from operations.
(ii) Calculated as follows:
Williamsburg Note Receivable:
-----------------------------
Note Receivable $ 10,000 $ 10,000
Multiply by Interest Rate 7.75% 7.75%
-------- --------
Annual interest income 775 775
Multiply by 0.75 1.00
-------- --------
Period amount 581 775
Less: actual amount recorded (452) -
-------- --------
Adjustment $ 129 $ 775
======== ========
<PAGE>
Notes to Pro Forma Consolidated Statements of Operations
Prime Retail, Inc.
(Amounts in thousands)
(Unaudited)
Statements of Operations Adjustments (continued):
(iii) Calculated as follows:
Deferred Income:
----------------
Williamsburg $ 8,500 $ 8,500
Birch Run 2,750 2,750
------- -------
Subtotal 11,250 11,250
Reduction in deferred income (9,550) (9,550)
------- -------
Total deferred income 1,700 1,700
Divided by estimated useful life (in years) 10 10
------- -------
Annual amortization 170 170
Multiply by 0.75 1.00
------- -------
Period amount 128 170
Less: actual amount recorded (798) (106)
------- -------
Adjustment $ (670) $ 64
======= =======
(b) Decrease reflects the pro forma interest expense savings resulting from
the repayment of certain long-term debt with the net proceeds of $44,366
from the Venture Asset Sale at a weighted average interest rate of 8.86%
and 7.05% for the nine months ended September 30, 2000 and the year ended
December 31, 1999, respectively.
In connection with the Venture Asset Sale, Prime Retail, Inc. recorded a
net loss on the sale of real estate of $15,153 in its historical audited
consolidated results from operations for the year ended December 31, 1999.
However, this net loss is not reflected in the Pro Forma Consolidated
Statements of Operations for the periods presented since it was
nonrecurring.
[C] On December 22, 2000, the Company closed on the sale of four outlet centers
(the "Permanent Loan Properties") to Fortress Investment Fund LLC and
Chelsea GCA Realty, Inc. for aggregate consideration of $239,500, including
the assumption of mortgage indebtedness of $174,235. The net cash proceeds
from the sale, after (i) closing costs, (ii) fees and (iii) the Company's
required purchase of land for $7,227 at its outlet center in Gilroy,
California, was approximately $54,000.
[D] Represents, as indicated, the elimination of the historical unaudited
statements of operations for the nine months ended September 30, 2000 and
the year ended December 31, 1999 of the Permanent Loan Properties as
follows:
Prime Outlets at Kittery ("Kittery")
Prime Outlets at Gilroy ("Gilroy")
Prime Outlets at Michigan City ("Michigan City")
Prime Outlets at Waterloo ("Waterloo")
[E] Decrease reflects the pro forma interest expense savings resulting from the
repayment of certain long-term debt with the net cash proceeds of
approximately $54,000 from sale of the Permanent Loan Properties at a
weighted average interest rate of 12.13% and 7.93% for the nine months
ended September 30, 2000 and the year ended December 31, 1999,
respectively.
<PAGE>
EXHIBIT INDEX
Number Description
99.1 Press Release issued by the Company on December 22, 2000
regarding (i)closing of loans totaling $120 million,
(ii)completion of sale of four outlet centers and (iii) extension of
the terms of two other loans.
<PAGE>
PRIME RETAIL, INC.
SIGNATURE
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.
Prime Retail, Inc.
(Registrant)
Dated: January 8, 2001
By: /s/ Robert A. Brvenik
---------------------
Name: Robert A. Brvenik
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
