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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-KSB
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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 0-25908
JUST LIKE HOME, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0568234
(State or other jurisdiction of (I.R.S. Employer
of incorporation or organization) Identification No.)
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3647 CORTEZ ROAD WEST
BRADENTON, FLORIDA 34210-3106
941-756-2555
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
($.001 par value)
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
--- ---
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]
On April 10, 1997, the aggregate market value of the voting stock
held by non-affiliates of the registrant was $5,876,000 (based on the
average bid and asked prices on such date). For purposes of
determination of the above stated amount, only directors, executive
officers and 10% or greater shareholders have been deemed affiliates.
As of April 10, 1997, there were outstanding 7,073,711 shares of
Common Stock, $.001 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Annual Meeting
of Shareholders of Just Like Home, Inc. to be held during 1997 are
incorporated by reference into Part III of this Form 10-KSB.
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1996 FORM 10-KSB
TABLE OF CONTENTS
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PAGE NUMBER
Part I
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Item 1. Description of Business 1
Item 2. Description of Properties 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Part II
Item 5. Market for Common Equity and Related
Stockholder Matters 11
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of Operation 12
Item 7. Financial Statements 16
Item 8. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure 16
Part III
Item 9. Directors, Executive Officers, Promoters
and Control Persons; Compliance with
Section 16(a) of the Exchange Act 17
Item 10. Executive Compensation 17
Item 11. Security Ownership of Certain Beneficial
Owners and Management 17
Item 12. Certain Relationships and Related Transactions 17
Item 13. Exhibits and Reports on Form 8-K 17
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ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
Just Like Home, Inc. (the "Company" or "JLH") was founded on the
belief that retirement assisted living should offer the elderly a chance
to live out a long and happy extension of a normal, interesting life
with minimal assistance. Although many elderly and frail people need
the more extensive level of care provided by nursing homes, many do not.
The Company offers assisted living facilities and services to those
elderly and frail individuals who do not need the level of care offered
by nursing homes. This assistance is provided in a small scale
residential setting that allows the resident to maintain his or her
dignity and a degree of independence at a reasonable cost.
The Company began operating its first assisted living facility in
1987. Two additional facilities were completed in each of 1988 and
1989. During 1993 and 1994, four of these facilities were expanded to
accommodate more residents. In 1994, the Company sold to the National
Foundation on Gerontology, Inc., a Florida nonprofit corporation (the
"National Foundation"), three of the Company's facilities and
undeveloped property previously acquired for the purpose of constructing
an additional facility. See "Item 12, Certain Relationships and Related
Transactions." Concurrently with the sale, the Company entered into a
management agreement with the National Foundation, whereby the Company
was retained to operate the homes for the National Foundation for a
management fee. In December 1994, National Foundation completed
construction of a sixth JLH facility on the property sold to it by the
Company, and such facility has been operated and managed by the Company
under the management agreement.
The facilities owned or managed by the Company range in size from
approximately 7,000 square feet designed for occupancy by up to 16
residents, to approximately 12,500 square feet, designed for occupancy
by up to 32 residents. Based upon its experience in developing and
managing assisted living facilities, the Company has developed a
prototype facility of approximately 9,000 square feet designed for
occupancy by 20 residents.
Each center provides housing and services to the elderly who desire
to maintain independence within a system of medically and socially
integrated programs in a home-like environment. The objective of JLH is
to offer a pro-active life program and trained staff to deliver a level
of care that nurtures the health, dignity, privacy and spirit of each
resident.
The Company's markets are the physically frail and cognitively
impaired elderly, age 75 years and older. The physically frail are
those elderly who are mentally capable, but are frail and require
assistance with basic daily activities. The cognitively impaired are
elderly who are physically capable, but suffer from various forms of
dementia, such as Alzheimer's disease.
The typical resident of an assisted living center is age 75 years
or older, female and widowed or single according to the Assisted Living
Facilities Association of America. Most
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residents (approximately 75%-90%) come from within a 5-10 mile radius of a
given facility. Each elderly person typically has a supporting adult child
who is instrumental in the decision making process.
The primary marketing programs used by Just Like Home include
community public relations, advertising, tours, developing positive
referral relationships with hospitals and nursing homes, a newsletter
and a direct mail program. The primary referral targets are doctors,
lawyers, bank trust officers, accountants, social workers, nurses,
clergy, ministers, elderly organizations and guardians.
THE JUST LIKE HOME CONCEPT
JLH offers its assisted living services to the physically frail or
cognitively impaired in "home like" settings. Each Just Like Home is
designed to meet the elderly residents' needs for comfort, security,
quality of life and a degree of independence.
The Company strives to combine in its facilities the best aspects
of independent living with the protection and safety of assisted living,
with trained staff members who provide 24-hour care and monitoring of
every resident. Each Just Like Home, as the name implies, is a home in
a neighborhood with a yard, a porch and a kitchen. The assisted living
facilities are designed and decorated to have a home-like atmosphere.
Residents are encouraged to furnish their rooms with personal items they
have collected during their lifetime. Monthly rates currently range from
approximately $1,250 for double occupancy to $1,850 for a single room.
Just Like Home assisted living facilities compete with
individually-owned and large retirement community facilities. JLH
offers personalized care services in a small scale residential setting
that allows the resident to maintain his or her independence and dignity
at a reasonable cost through professional management of multiple, single
purpose facilities. By developing multiple locations within the same
geographic area, JLH believes it is able to provide centralized
professional management not found in individually owned and operated
facilities.
In the opinion of the Company, the smaller residence is the primary
advantage Just Like Home facilities have over larger facilities. The
smaller Just Like Home residential setting allows for more
individualized care giving. The Company believes that nowhere is this
more important than with the cognitively impaired. People with mild and
moderate states of Alzheimer and related cognitive diseases can be cared
for in an assisted living facility at approximately half the cost of
comparable nursing home care.
The day-to-day operations of each Just Like Home facility are
managed by a home manager who is responsible for the overall operation
of the residence. The manager is assisted by various levels of trained
personnel, some of whom may be independent providers or part-time
personnel, including nurses, personal service assistants, maintenance
and kitchen personnel. The Company consults with outside providers, such
as pharmacists and dietitians, for purposes of medication review, menu
planning and responding to any special dietary needs of its residents.
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Personal care, dietary services, housekeeping and laundry services are
performed primarily by on-site care givers who are full-time employees
of the Company.
There are staff personnel on duty at each Just Like Home facility
24-hours a day who provide the necessary home-making and resident care
services. Weekend and relief staff rotate among the homes. An activity
director oversees the exercise and activity program as well as arranging
transportation of residents to physicians' offices and weekly outings.
The typical profile of the facility staff is a person who has care
giving and housekeeping skills. They are encouraged (but not required)
to take the Certified Nursing Assistant training program. All are
required, however, to have training in assisting residents with
medication, hygiene, first aid, and CPR which includes classes in aging,
psychology of care giving to the elderly, and practical management
skills.
The duties of the staff include all housekeeping, laundry, meal
preparation, assistance in activities of daily living such as games,
walks, exercise programs, interaction with visitors and families, daily
record documentation and delivery of medication. Each resident is
carefully monitored and is not permitted to venture off the property
without a signed release from a guardian, adult child or the supervision
of one of the Just Like Home staff members. Medications, prescribed by
a resident's doctor, are managed by the staff. Daily activities such as
bingo, walks and exercise programs are provided for all residents and
are overseen by the staff and the activities director.
JUST LIKE FAMILY
The Company also provides senior service related businesses that
augments the Company's basic business. These services include related
non-medical, in-house assisted living support to individuals wishing to
remain in their own homes. The Company provides aides to assist with
bathing, dressing, general housekeeping, shopping, meal preparation, and
transportation for medical appointments.
FRANCHISE OPERATIONS
The Company previously offered a franchise program to others who
wanted to own and operate Just Like Home facilities at a single location
or in a defined geographic area. In January, 1995, the Company entered
into its first franchise agreement, which was later terminated without a
facility being developed. The Company has since granted a franchise for
all of Canada and the French speaking world, but no facilities have been
developed to the Company's knowledge. The Company has determined to
discontinue any efforts to promote or grant franchise rights to others
and will limit its efforts in the franchise area to honoring its
obligations under the Canadian franchise agreement.
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THE ASSISTED LIVING INDUSTRY
The long-term elderly care industry encompasses a wide variety of
accommodations and health care services. For those requiring limited
services, home-based care in the elderly person's home or in a
retirement center offers a viable option for assistance on an "as
needed" basis. Services provided by congregate and retirement
communities are often limited to meals, housekeeping and laundry. As an
elderly person's needs for assistance increase, care in an assisted
living residence, where assistance with personal care (such as dressing
and bathing), support services (such as housekeeping and laundry) and
routine nursing services (such as assistance with taking medications and
health monitoring) are available, is often preferable to home-based
care. For those elderly in need of specialized support, rehabilitative,
nutritional, respiratory and other skilled treatments, medical care in a
nursing facility may be required. Generally, assisted living center
residents require higher care levels than those of residents of
congregate and retirement living communities, but lower than that of
patients in skilled nursing facilities.
Assisted living facilities, such as those operated by the Company,
differ from skilled nursing facilities in that assisted living
facilities do not provide the more extensive, and costly, nursing and
medical care found in nursing homes. Assisted living facilities differ
from continuing care retirement communities in that, among other things,
residents of assisted living facilities are not obligated to purchase
frequently expensive lifetime contracts for residential living and care.
The number of persons over the age of 65 has been increasing faster
than the overall population, largely as a result of advances in medical
technology which has increased life expectancy. The percentage of total
population over the age of 65 in the United States has grown from
approximately 8.1% in 1950, to approximately 12.0% in 1985. The 1990
Census indicates that this has further increased to 12.6% or 31.2
million individuals. Current estimates indicate that by the year 2010,
39.4 million people in the United States will be age 65 or older.
The 85 years and older segment of the population is also growing
the fast. In 1990, the 85 and older age group was estimated at 3.5
million, or 1.4% of the population, and such segment is expected to
double by the year 2010. Based on these statistics, the Company
believes that, as the number of older individuals continues to increase,
the number of people who require assistance with the activities of daily
living will increase.
COMPETITION
The long-term care industry is highly competitive and the Company
expects that the assisted living business in particular will become more
competitive in the future. The Company competes with numerous other
companies providing similar long-term care alternatives such as home
health agencies, life care at home, community-based service programs,
retirement communities and convalescent facilities. Nursing facilities
that provide long-term care services are also a potential source of
competition for the Company.
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Providers of assisted living communities compete for residents
primarily on the basis of quality of care, price, reputation, physical
appearance of the facilities, services offered, family preferences,
physician referrals, and locations. Some of the Company's competitors
are significantly larger than the Company and have, or may obtain, greater
financial resources than those currently available to the Company.
FUNDING FOR ASSISTED LIVING CARE
The Company's revenue from residents is over 90% private pay.
Accordingly, the Company competes with other comparably and higher
priced facilities for elderly residents who have the financial resources
to pay the room and other charges of an assisted living facility. As
discussed below, government funding for assisted living services is
limited and that which is available is at rates substantially less than
the Company's current room charges.
The Company believes that current government programs that pay the
costs of nursing home care, but not the cost of assisted living services
(with some exceptions, as described below), have been an incentive for
individuals who cannot afford the costs of assisted living services to
enter nursing homes in order to receive assisted living services.
Although government funding for assisted living facilities may increase
in an effort to shift elderly care from more expensive nursing homes to
less expensive assisted living facilities, the Company does not
anticipate that any increase will materially affect the Company's payor
mix or its operations.
In 1981, the Federal government approved a Medicaid waiver program
called Home and Community Based Care designed to permit states to
develop programs specific to the health care and housing needs of the
low-income elderly eligible for nursing home placement (the "Medicaid
Waiver Program"). Under the Medicaid Waiver Program, states may apply
to the Federal government for a waiver permitting them to use Medicaid
funds to support community-based options for low-income elderly who need
long-term care. The Medicaid waiver permits states to allocate a
portion of Medicaid funding for skilled nursing facility care to other
forms of care, such as assisted living.
Florida developed a limited Medicaid Waiver Program for assisted
living, which was implemented in January 1995. Two Company owned
facilities have been licensed by the State of Florida as "Extended
Congregate Care" facilities, which qualifies them to receive residents
under the Medicaid Waiver Program. As of March 31, 1997, less than 10
residents of facilities owned or managed by the Company were
participating in the Medicaid Waiver Program. The Company does not
anticipate that this number will increase significantly in the
foreseeable future.
GOVERNMENT REGULATION
The Company's assisted living facilities are subject to various
regulations and licensing requirements by the State of Florida. Florida
does not, however, impose any financial requirements for assisted living
facilities. In order to qualify as a state licensed facility, assisted
living facilities must comply with regulations that address, among other
things, staffing, physical
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design, required services and resident characteristics. The facilities
are also subject to various local building codes and other ordinances,
including fire safety codes. To the extent that the Company open Just Like
Home facilities in states other than Florida. applicable regulations of those
states will apply. These requirements vary from state to state and are
monitored, to varying degrees, by state agencies.
The Company believes that the facilities owned or managed by the
Company are in substantial compliance with all applicable regulatory
requirements. However, in the ordinary course of business, a residence
could be cited for a deficiency. No actions are currently pending at any
of the Company's facilities.
Because the Company receives revenues under the Medicaid Waiver
Program, it is subject to Medicaid fraud and abuse laws, which prohibit
any bribe, kickback, or remuneration of any kind in return for the
referral of Medicaid patients or to induce the purchasing, leasing,
ordering or arranging of any goods or services to be paid for by
Medicaid. Violations of these laws may result in civil and criminal
penalties and exclusions from participation in the Medicaid program.
The Inspector General of the Federal Department of Health and Human
Services has issued "safe harbor" regulations specifying certain
business practices which are exempt from the sanctions under the fraud
and abuse law. The State of Florida has laws that prohibit certain
direct or indirect payments or fee-splitting arrangements between
healthcare providers if such arrangements are designed to induce or
encourage the referral of patients to a particular provider. The
current management of the Company is not aware of any company agreements
or arrangements that are subject to the Medicaid fraud and abuse laws.
CONSULTING SERVICES
One of the Company's subsidiaries, is a marketing research firm
that provides planning services, project feasibility studies, market
analysis, and detailed demographic data for the assisted living, housing
and commercial markets to unaffiliated third parties.
EMPLOYEES
The Company currently employs 116 persons, 14 of whom work at its
corporate office. The Company has entered into an agreement with a
contract human resource service for the leasing of most of its
employees. The service company is responsible for all payroll functions
and for the payment of taxes and wages for the leased employees. The
Company pays the service a monthly lease fee equal to the Company's
total gross payroll plus a fixed fee based on the number of employees.
None of the Company's employees are represented by a labor union. There
are 31 persons working at the three managed facilities who are employees
of National Foundation.
The significant factors are to attract and retain qualified employees,
particularly at the Company's facilities. The Company has historically
experienced a high level of turnover among its hourly employees. The success
of the Company's facility operations is largely dependent upon its ability to
attract and retain qualified employees.
RECENT DEVELOPMENTS
In February, 1997, the Company entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Community Assisted Living
Centers, Inc., a Florida corporation
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("Community"), pursuant to which Community would be merged with a
wholly-owned subsidiary of the Company (the "Merger"). The Merger was
completed on April 10, 1997. Under the Merger Agreement, John F. Robenalt, the
President and CEO of Community, was named the President, CEO and COO of the
Company.
As a result of the Merger, the Company in effect acquired all of
the assets of Community. Community is a Nokomis, Florida based
corporation that was organized in 1996 to engage in the business of
acquiring, developing, managing and operating assisted living
facilities. Until March 14, 1997, Community operated a 68-unit facility
in Bradenton, Florida, under a management agreement with the facility's
owner. Community has four assisted living facilities in various stages
of development, which development will be continued by the Company after
the Merger. Community has two sites for assisted living facilities
under contract, which Community will purchase when all zoning and other
local approvals for the developments have been obtained. Community is in
negotiations for the acquisition of two other sites.
The Company plans to take advantage of a prototype design for
assisted living facilities completed by Community prior to the Merger.
That prototype plan is a 42-unit assisted living facility with a maximum
occupancy of 45 elderly individuals. The facility will be an
approximately 21,000 square foot, single story design constructed of
concrete block with stucco finish. The Registrant plans to roll-out the
Community prototype as well as the prototype the Company has developed
in rural markets based upon community needs and existing and planned
competition.
The Company issued an aggregate of 1,646,250 shares of its Common
Stock in the Merger in exchange for all of the outstanding Common Stock
of Community. None of the shareholders of Community prior to the Merger
were affiliated with the Company prior to the execution of the Merger
Agreement.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company presently owns 6 assisted living facilities, which
facilities are generally described in a table set forth under "Item 6,
Management's Discussion and Analysis." The Company also owns the
following real property:
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LOCATION DESCRIPTION SIZE
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Bradenton, Florida Corporate Office Building 21,000 sq. ft.
Springfield, Ohio Vacant Building and Land 3.5 acres
Tampa, Florida Vacant Land 1.5 acres
Sarasota, Florida Vacant Land 10.0 acres
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The Company presently intends to sell the Springfield, Ohio, Tampa,
Florida and Sarasota, Florida properties, as soon as it is able to do
so, and these properties are now reflected on the balance sheet of the
Company as "Property Held for Sale." These properties were purchased
for future development of assisted living facilities, but are not
suitable for development of facilities
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that are consistent with the Company's current plans to focus on smaller
assisted living facilities in more rural communities.
Substantially all of the Company's real property is subject to
mortgages securing various indebtedness of the Company.
In addition to the foregoing, the Company has under contract two
assisted living facility sites in Florida, which the Company intends to
purchase for an aggregate purchase price of $210,000 as soon as zoning
and related issues are resolved. These two sites were part of the
assets of Community acquired in the merger of Community into a
wholly-owned subsidiary of the Company.
ITEM 3. LEGAL PROCEEDINGS
On April 16, 1996, two related shareholders of the Company filed a
lawsuit against the Company alleging that the 214,882 shares of Common
Stock of the company received by the plaintiffs in December, 1994 should
have been freely tradable under the federal securities laws and not
subject to the restrictions of SEC Rule 144. On April 9, 1997, the
company entered into a settlement agreement with the plaintiffs. Under
that settlement agreement, the plaintiffs agreed to dismiss the
litigation, and the plaintiffs and the Company agreed to a mutual
release of all parties for claims arising out of the stock issuance.
The Company also agreed (i) to grant the plaintiffs an option to acquire
50,000 shares of Common Stock of the Company (the "Option") at a
purchase price of $2.00 per share, and (ii) to grant the plaintiffs a
put right (the "Put") with respect to the 214,882 shares held by the
plaintiffs and the 50,000 shares subject to the Option. The Put right
is exercisable by the plaintiffs and certain related assignees for a 30
day period after the second anniversary of the settlement, and requires
the Company to purchase the shares as to which the Put is exercised at a
purchase price of $4.00 per share. If the Put right is not exercised
during that period, the Put right expires. The Put right expires as to
any shares held by the plaintiffs that are transferred to persons other
than certain persons related to the plaintiffs. The Option expires on
the second anniversary of the settlement.
There is no other litigation pending, or the knowledge of
management threatened, against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS PRICE
RANGE OF COMMON STOCK
The Company's Common Stock is traded on the Nasdaq SmallCap Market
under the symbol "JLHC." Trading in the Common Stock commenced on July
6, 1995, the date on which the Company closed the initial public
offering of its Common Stock. The following is the range of high and
low bid prices for the Company's Common Stock for the periods indicated.
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High Low
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1995
Third Quarter* 9.75 8.00
Fourth Quarter 14.75 8.387
1996
First Quarter 14.00 8.00
Second Quarter 14.00 8.50
Third Quarter 12.25 4.50
Fourth Quarter 5.125 1.00
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* Beginning July 6, 1995.
On April 11, 1997, the closing bid price of the Company's Common
Stock was $2.25 per share. The above quotations reflect inter-dealer
quotations, without retail mark-up, mark-down or commission, and may not
represent actual transactions.
As of March 31, 1997, the Company had approximately 1,050 record
and beneficial holders of the Company's Common Stock. The Company has
not paid any dividends on its Common Stock since its inception and does
not anticipate paying any dividends on its Common Stock in the
foreseeable future. The Company currently plans to retain earnings, if
any, to finance its business operations.
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis contains both historical and
forward-looking information. The forward-looking statements may be
significantly affected by risks and uncertainties and are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. There can be no assurance that anticipated future
results will be achieved. Readers are cautioned that a number of
factors, which are described in this report and below, could adversely
affect the Company's ability to obtain these results, including the
Company's ability to obtain long-term financing for development of new
facilities, the Company's ability to sell certain
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assets held for sale on acceptable terms, the ability of the new management team
to operate its facilities efficiently, the ability to fill-up current and new
facilities and the ability to attract qualified personnel.
OVERVIEW
The Company's revenues consist primarily of (i) rental of
residences in assisted living facilities, (ii) management fees for the
provision of such services to facilities owned by other entities and
(iii) consulting fees. Resident rental rates are reviewed annually and
adjustments are sought based on changes in the Company's operating costs
or as market conditions dictate. The level of service provided to each
resident is also reviewed on a continuous basis to determine whether
individual needs have changed which require an adjustment of services
and, therefore, rates. The Company's expenses for Company owned
facilities include (i) residence operating expenses, such as staff
payroll, food, utilities, insurance, property taxes, and other direct
residence operating expenses, (ii) depreciation and amortization and
(iii) interest expense. General and administrative expenses consisting
of marketing, legal, accounting and other administrative expenses are
incurred for Company owned and managed facilities.
The following table sets forth the number of facilities owned or
managed and the total beds and occupancy as of the end of each of the
periods presented and the average occupancy percentages for each of such
periods.
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1995 1996
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Facilities owned......................... 2 6
Facilities managed....................... 3 3
Total beds............................... 100 184
Occupancy percentage at end of period.... 97.0% 81.0%
Average occupancy percentage............. 89.5% 76.6%
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The occupancy at year end 1996 and the average occupancy for 1996
reflect the opening of two new facilities in July and December, 1996.
RESULTS OF OPERATIONS
Due to the complications of completing the Merger with Community
and the change in management of the Company, the audited financial
statements of the Company as of and for the year ended December 31,
1996, are not available at the time this report is filed. The Company
anticipates that the audited financial statements will be available by
April 21, 1997. The Company will report a net loss for 1996 of
approximately $3,000,000, compared to a net loss for 1995 of $811,000.
The Company will also report an increase in revenues for 1996 to
approximately $1,950,000, compared to $1,143,000 in 1995. The increase
in revenue is primarily due to the acquisition of two facilities in
March 1996, and the opening of a new facility
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in July, 1996. The net loss in 1996 was primarily attributable to
increased operating, selling, general and administrative expenses from
$1,835,000 to 1995 to approximately $3,245,000 in 1996. These expenses
increased due to the operation of the two acquired facilities and the start-up
losses associated with opening two new facilities in 1996. The loss in 1996
also reflect a $338,000 charge to operating expense for the write off of
certain advances to and management fees receivable from the National
Foundation, which the Company does not expect to be able to collect.
The Company will also report that approximately $1,580,000 of real
property has been reclassified to "Property Held for Sale". See the
discussion in "Item 2, Description of Properties" of the properties the
Company proposes to sell. As a result of this reclassification, the
Company will report a $818,500 loss on impairment of value of property
held for sale, which will directly affect the total stockholders equity
of the Company.
LIQUIDITY AND CAPITAL RESOURCES
The losses incurred by the Company during the 1995 and 1996 have
been funded primarily through the private sale of Common Stock in
January 1995 from which the Company realized approximately $900,000 and
the Company's initial public offering in July 1995 from which the
Company realized approximately $4,123,000 and short term borrowings. The
proceeds of the public offering were also used (along with the proceeds
of certain borrowings) to acquire certain vacant property for future
facility developments. The proceeds of those offerings were
substantially depleted by December 31, 1996, and substantially all cash
resources of the Company were depleted by March 15, 1997. Under the
terms of the Merger Agreement with Community Assisted Living Centers,
Community assumed operational control of the Company on March 17, 1997,
and agreed to fund certain cash needs of the Company until the merger
was completed, which occurred on April 10, 1997. Community expended
approximately $65,000 fulfilling this obligation.
The Company anticipates that it will address its current liquidity
crisis through a number of actions. First, Community had approximately
$600,000 in cash and cash equivalents at the time the Merger was
completed, which is now available to fund the Company's operations.
Secondly, simultaneously with the closing of the Merger, the Company
closed a private placement of 1,510,000 shares of its Common Stock to
accredited investors at a purchase price of $1.00 per share, for an
aggregate purchase price of $1,510,000. The Company also intends to
immediately offer for sale three parcels of land acquired in the last
two years for future assisted living facility developments. These
parcels are of a size or in a location that is not consistent with the
Company's current plans to focus on smaller facilities in more rural
communities. The Company is obligated to apply all of the next proceeds
of these sales to the reduction of certain indebtedness of the Company.
Thus these sales will not directly provide additional working capital,
but they should reduce the debt burden of the Company and the
corresponding interest expense.
Finally, the Company has received a non-binding proposal from a real
estate investment trust ("REIT") for up to $40,000,000 in sale-leaseback
financings for assisted living facilities. If
<PAGE> 15
completed, the initial financing would involve the sale-leaseback of
five assisted living facilities owned by the Company for an aggregate sale
price of approximately $4,100,000. If the financing is completed, the Company
will have changed its current focus from owning each of its assisted living
facilities and financing those facilities with traditional mortgage financing
to a philosophy of transferring ownership to the REIT or similar financing
sources and entering into long-term operating leases for those facilities. By
transferring ownership of the Company's assisted living facilities to a REIT,
the Company will free up capital in existing facilities that can be used to
help roll-out new facilities and will reduce the amount of the Company's
capital needed for future growth. The REIT financing is subject to numerous
conditions, including completion of due diligence review of the facilities and
the Company by the REIT and approval of the financing by the governing board of
the REIT. The REIT financing is also conditioned upon the Company raising a
minimum of $1,500,000 in additional equity capital, which the Company has done
as a result of the private placement offering described above. The Company
anticipates that the REIT financing would provide the Company with
approximately $1,000,000 in additional working capital after the payment of
certain long-term and short-term indebtedness related to the facilities to be
sold to the REIT.
There can be no assurance that the Company will be able to complete
the REIT financing at all or on terms favorable to the Company.
If the Company is unable to complete the REIT financing or a
similar financing, it would have to substantially restrict its planned
development of additional facilities. Without regard to the timing of
long-term financing, if any, the Company will be exploring opportunities
for savings from the combined operations of the Company and Community,
including consolidations of corporate headquarters, elimination of
franchise operations, possible sale of the consulting business and
similar actions intended to return the Company's focus to its core
assisted living business.
The primary cash needs of the Company relate to start-up costs
associated with opening new facilities and projected operating losses
for those facilities until they reach a stabilized occupancy and certain
corporate office expense until all facilities are generating sufficient
cash flow to cover those expenses. The rate at which the Company
develops new facilities, if at all, will depend directly upon the
availability of financing for those developments (including start-up and
fill-up costs).
ITEM 7. FINANCIAL STATEMENTS
The financial statements of JLH required by Item 7 will be filed as
an amendment to this report.
ITEM 8. CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
<PAGE> 16
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The information required by this item regarding Directors of the Company
is set forth in the Proxy Statement (the "Proxy Statement") to be
delivered to the Company's shareholders in connection with the Company's
1997 Annual Meeting of Shareholders under the heading "Election of
Directors," which information is incorporated herein by reference. The
name, age and position of each executive officer of the Company is as
follows:
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AGE POSITIONS AND OFFICES HELD
- ------------------ --- --------------------------
<S> <C> <C>
John F. Robenalt 44 President, Chief Executive Officer, Chief Operating
Officer & Director
Michael W. Monahan, CPA 43 Treasurer & Chief Financial Officer
Richard T. Conard, M.D. 59 Co-Chairman of the Board
Victoria Partin 47 Vice President, Operations
</TABLE>
- --------------------------------------------------------------------------------
JOHN F. ROBENALT, became President, Chief Executive Officer and
Chief Operating Officer of JLH on April 10, 1997, the effective date of
the Merger of Community into a wholly-owned subsidiary of JLH. From
July, 1996 through the present, Mr. Robenalt was also President and
Chief Executive Officer of Community.
From 1982 to 1991, Mr. Robenalt served at various times as Vice
President, Outside Counsel and Corporate Secretary for Health Care REIT,
Inc. (the "REIT"), the first publicly held real estate investment trust
to specialize in long term care investment. From 1989 until 1991, Mr.
Robenalt was responsible for all investments in long term care by the
REIT including investment in nursing homes, retirement facilities,
rehabilitation hospitals and assisted living facilities. Since 1984,
Mr. Robenalt has served at various times as a Director, Vice President,
Assistant Secretary and General Counsel for Florida Convalescent
Centers, Inc. a Sarasota-based owner of 17 long-term care facilities.
Throughout this period, Mr. Robenalt has also been engaged in the
practice of law, since 1988 as a principal in Robenalt & Robenalt. Mr.
Robenalt serves on the Board of Directors of Mariner Health Group, Inc.,
which specializes in providing medical and nursing care primarily to
sub-acute patients.
<PAGE> 17
MICHAEL W. MONAHAN, CPA, became Treasurer and Chief Financial Officer of
the Company on April 10, 1997. From July, 1996 to the present, Mr. Monahan was
also Treasurer and Chief Financial Officer of Community. Prior to joining
Community, Mr. Monahan had been engaged in public accounting, including serving
as senior audit manager with a Big 6 firm, a partner in a smaller regional
firm, and a partner with a Tampa based firm.
RICHARD T. CONARD, M.D. served as Chairman of the Board and Chief
Executive Officer of the Company and its predecessor since they were
organized until April 10, 1997, and now serves as Co-Chairman of the
Board of Directors of the Company.
Dr. Conard has served as a Member of the Florida Committee on Aging
Task Force for Living Environments (1984-1985); was a Delegate to the
Governor's Conference on Aging (1980); past-President of the Manatee
County Medical Education Foundation; past-Director of the Florida
Regional Medical Program of the Birmingham Emergency Medical Services
Committee in Birmingham, Alabama (1966-1967); and a provider member of
the Gulf Coast Comprehensive Health Planning Counsel (1968-1973). Dr.
Conard also serves as President and director of National Foundation
(1986-present) and serves as a director of L.W. Blake Memorial Fund,
Inc. without compensation (1973-present).
Dr. Conard is a frequent lecturer and author of the book "What
Should We Do About Mom?" (a McGraw-Hill publication). His lectures and
book address strategies for dealing with the phenomenon of aging in
America, personal attitudes and expectations, relationship with parents,
impact on business, and opportunities for providing goods and services.
VICTORIA PARTIN became Vice President, Operations of JLH on April
10, 1997. From August, 1996 through the present, Ms. Partin was also
Vice President, Operations of Community. Prior to joining Community,
Ms. Partin was the Health Care Administrator of Freedom Plaza in Sun
City Center, Florida. Freedom Plaza's expansive campus includes 348
congregate care apartments, as well as a 40 bed assisted living unit,
and a 42 bed skilled nursing facility. Ms. Partin is a licensed nursing
home and assisted living facility administrator, and has an extensive
background in both industries. From 1993 to 1994, Ms. Partin was the
Director of Operations for JLH. From 1990 to 1993, Ms. Partin served as
the administrator of Sarasota Health Care Center, a 120 bed skilled
nursing facility located in Sarasota, Florida. Ms. Partin's other
administrative assignments have included positions at long term care
facilities ranging in size from 120 to 180 beds. Ms. Partin has,
earlier in her career, served as the Director of Nursing and a line
nurse in long term care facilities.
ITEM 10. EXECUTIVE COMPENSATION
The information under the caption "Executive Compensation" in the
Proxy Statement is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
<PAGE> 18
The information under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated
herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption "Certain Relationships and
Related Transactions" in the Proxy Statement is incorporated herein by
reference.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The following exhibits are filed with this Form 10-KSB or are
incorporated herein by reference.
<TABLE>
<S> <C>
3(b) Bylaws**
10(a) Stock Option Plan**
(b)(1) Underwriters' Warrant Agreement (Common Stock)**
(c) Management Agreement dated March 3, 1974, by and between National
Foundation on Gerontology, Inc. and the Company and an Addendum
thereto**
(d) Trust Indenture dated October 27, 1993, between JLH Series I,
Inc. and General Trust Company**
(e) Employee Leasing Agreement**
(f) Mortgage and Security Agreement**
(g) Employment Agreement with Richard T. Conard**
(h) Employment Agreement with Elizabeth A. Conard**
(i) Trademark Assignment**
(j) Copy of Franchise Agreement**
(k) Stock and Real Estate Purchase Agreement between the
Company and Henri P. Couture and Ann Marie Couture**
(l) Merger Agreement, dated February 13, 1997, among Just Like
Home, Inc., JLH Acquisition Corp. and Community Assisted
Living Centers, Inc.***
(m) Shareholders Agreement, dated February 13, 1997, among
Elizabeth A. Conard, John F. Robenalt and Just Like Home, Inc.*
21 Subsidiaries of the Registrant**
27 Financial Data Schedule (for SEC use only)+
</TABLE>
(b) Reports on Form 8-K.
None.
- ----------------
* Filed herewith
** Incorporated by reference to the exhibit filed as part of the
Company Registration Statement (File No. 33-910120A) ordered effective
July 6, 1995.
*** Filed and amended in Form 8-K filed on February 16, 1997.
+ To be filed in Amendment to 10-K.
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
JUST LIKE HOME, INC.
By: /s/ JOHN F. ROBENALT
---------------------
John F. Robenalt
President, Chief Executive Officer &
Chief Operating Officer
Date: April 14, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on the 11th day of April,
1997.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ RICHARD T. CONARD, M.D. Co-Chairman of the Board
Richard T. Conard, M.D. and Director
/s/ MICHAEL W. MONAHAN Treasurer and Chief Financial
Michael W. Monahan Officer (Principal Accounting
and Financial Officer)
/s/ ELIZABETH A. CONARD Director
Elizabeth A. Conard
/s/ ISIDORE SIEGEL Director
Isidore Siegel
</TABLE>
<PAGE> 1
EXHIBIT 10(m)
SHAREHOLDERS AGREEMENT
THIS AGREEMENT is made and entered into as of the 13th day of February,
1997, by and between Just Like Home, Inc. ("JLH"), a Florida corporation whose
principal business address is 3647 Cortez Road West, Bradenton, Florida, John
F. Robenalt ("Robenalt"), an individual whose principal business address is
2440 Tamiami Trail North, Nokomis, Florida 34275, and Elizabeth A. Conard
("Conard"), an individual whose principal business address is 3647 Cortez Road
West, Bradenton, Florida 34210-3106.
W I T N E S S E T H:
WHEREAS, Conard is the holder of 2,475,000 shares of common stock of
JLH; and
WHEREAS, Robenalt is the holder of ____________ shares of common stock
of JLH; and
WHEREAS, Conard and Robenalt each represent that they are the owner of
the number of shares of capital stock of JLH indicated above; and
WHEREAS, in order to provide for the smooth and efficient operation of
JLH, to prevent conflicts, and to avoid deadlocks, Conard deems it to be in the
best interest of JLH and of all the shareholders that this Agreement be
executed; and
WHEREAS, since Conard owns approximately _____% of the total voting
power of common stock of JLH, she possesses effective voting control of the
Company; and
WHEREAS, the parties believe that a business combination will be
facilitated and value maximized for the shareholders of JLH if the parties
hereto enter into this Agreement; and
WHEREAS, the purpose of this Agreement is to set forth the terms and
conditions of the arrangements which Conard and her husband, Richard Conard,
M.D., acting for JLH, have negotiated with Community Assisted Living Centers,
Inc., a Florida corporation with respect to its voting control of JLH to the
extent set forth in the Merger Agreement.
NOW, THEREFORE, for the reasons stated above, Conard and Robenalt, in
consideration of their mutual promises, agree with each other and with JLH, as
follows:
ARTICLE I
Restriction on Transfer of Stock
Neither Conard nor Robenalt shall at any time during the existence of
this Agreement, directly or indirectly, sell, assign, transfer, mortgage,
encumber, pledge, or
<PAGE> 2
otherwise deal with or dispose of all or any part of the shares of stock in the
Corporation now owned and hereafter acquired by him, without first complying
with the terms and conditions of this Agreement. For purposes of this
Agreement, shares of stock owned by a husband and wife (regardless of whether
held jointly or separately) shall be considered as held by one stockholder and
this Agreement shall not apply to any sale, gift, bequest or other transfer
from a husband to his wife or from a wife to her husband.
ARTICLE II
Endorsements on Stock Certificates
Simultaneously with the execution of this Agreement, endorsements shall
be placed on each certificate subject to this Agreement in substantially the
following forms:
The shares represented by this certificate have not been registered under
the Securities Act of 1933 or any state securities law, and no sale,
pledge, hypothecation, assignment, transfer or other disposition shall be
permitted except pursuant to an effective registration statement in
compliance with such laws or upon receipt of an opinion of counsel to the
Corporation that such disposition is in compliance with an exemption from
such laws.
The sale, encumbrance or other disposition of the shares represented by
this certificate is subject to the terms and conditions of an Agreement
dated as of February ____, 1997 by and among the holder of this
certificate, this Corporation and others, a copy of which Agreement is on
file in the office of this Corporation and will be furnished without
charge upon request.
After such endorsements, the certificates shall be delivered to their
respective owners who shall be entitled, subject to the terms hereof, to
exercise all rights and interest therein. Upon the termination of this
Agreement, such certificates shall be surrendered to the Corporation and new
certificates without the latter endorsement shall be issued in lieu thereof.
ARTICLE III
Election of Directors
For as long as this Agreement shall remain in effect Conard and Robenalt
agree to vote the shares of stock subject to this Agreement to effect the
election of and to continue in office a board of directors consisting of a
majority of individuals Robenalt may desire to elect from time to time in his
sole and absolute discretion. Toward that end, at any time when an election of
directors is necessary or has been called pursuant to the bylaws of JLH then in
effect Robenalt shall provide a roster of a majority number of candidates for
2
<PAGE> 3
director positions. Conard shall concurrently provide a roster of a minority
number of director candidates she formulates in her sole discretion, they shall
reach a consensus on this roster. The combined roster shall be that which is
voted by Robenalt and Conard. Upon execution of this Agreement, the following
persons will constitute the Board of Directors.
1. Richard M. Conard, M.D.
2. Elizabeth A. Conard
3. Isidore Seigel
4. John F. Robenalt
5. Ronald O. Braun
6. ______________________
7. ______________________
The sixth and seventh positions shall be held by two of Norbert P. Donelly,
Alastair Haddow, and Ken Perry and shall be proposed for election at the Annual
meeting of shareholders scheduled to be held in May 1997. The two nominees will
be subject to the agreement of Conard and Robenalt.
ARTICLE IV
Other Business Matters
In all matters other than the election of directors which might come
before the shareholders of JLH either in the ordinary course of the operation
of JLH or in any special circumstance, the parties shall each vote the shares
owned by them in such a manner as Conard and Robenalt shall mutually agree.
In the event Conard and Robenalt are unable to reach a mutually
satisfactory agreement on the manner in which the shares will be voted at any
such meeting, then the issue shall be submitted to a special meeting of the
Board of Directors of JLH, who will mediate the disagreement toward a mutually
acceptable resolution.
In the event the Board of Directors fail to mediate the conflict to the
reasonable satisfaction of Conard and Robenalt at the meeting called for that
purpose, then Conard and Robenalt shall each immediately appoint a
disinterested third party to serve as their representative, which individuals
shall in turn appoint a third individual, the three of whom will arbitrate the
conflict, the majority decision of whom will control. The arbitrators shall,
within ten (10) days after the submission of all evidentiary materials, submit
their written decision on each disputed item to Conard and Robenalt. Any
determination by the arbitrators with respect to any disputed item shall be
final and binding on Conard and Robenalt.
3
<PAGE> 4
ARTICLE V
Duration
This Agreement shall become effective at the Effective Time defined in
the Merger Agreement and terminate five years from the Effective time. A copy
of this Agreement shall be provided to JLH's principal office.
This Agreement may be extended for additional terms of 5 years each
upon the expiration of the initial five year term through the execution of an
extension agreement between Conard and Robenalt. Any such extension agreement
may be valid for up to five years from the date of the execution thereof.
Copies of the extension agreement shall be provided to JLH's principal office.
ARTICLE VI
Substitution
In the event Robenalt should die or become disabled so as not to be
able to perform his duties as chief executive officer, Mr. Ronald Braun
("Braun") shall have the right to substitute all shares owned by him (but no
less than _____ shares) for the shares of Robenalt covered by this Agreement
and Braun shall assume the responsibilities of Robenalt for the duration of
this Agreement. Robenalt or his estate will be entitled to the reissuance of
the shares covered by this Agreement, free of the second paragraph of the
endorsements to be placed on the stock certificate as required by Article II.
Such endorsement will be placed on Braun's certificates.
ARTICLE VII
Sale of Stock
Conard and Robenalt agree not to transfer, sell, assign or pledge any
of shares covered by this Agreement except as follows:
(i) Conard shall have the right to sell any shares covered
hereby publicly pursuant to Rule 144 of the General Rules
and Regulations promulgated under the Securities Act of
1933, as amended. In the event Conard exercises such right,
Robenalt will be entitled to also sell publicly pursuant to
Rule 144, the same percentage of shares owned by him as the
percentage of shares owned are sold by Conard.
4
<PAGE> 5
(ii) Conard and Robenalt shall have the right to sell in a public offering
pursuant to a registration statement filed with the Securities and
Exchange Commission up to fifty percent (50%) of the shares owned by
each of them at the time of such offering. Conard and Robenalt agree
that in the event of an underwritten offering, if there is a question
as to the number of shares to be included in the registration
statement, to the extent practicable, each party will sell the same
percentage of their ownership.
ARTICLE VIII
Transfer of Stock During Lifetime
If Conard desires to sell a portion of her stock in the Corporation,
pursuant to Rule 144, she shall first serve notice (hereinafter called the
"Offer to Sell") to that effect upon Robenalt, stating the number of shares
desired to be sold, and offering to sell such shares to Robenalt at the same
price and upon the same terms and conditions on which she is able to sell
pursuant to Rule 144. Robenalt shall have the first right to purchase all or any
part of the stock so offered by giving notice of acceptance (specifying the
number of shares to be purchased) to Conard within ten (10) days after notice.
In the event any stock is to be purchased pursuant to the terms of this
Article VII, the sale shall be closed within 15 days after the receipt by
Robenalt of the Offer to Sell.
ARTICLE IX
Further Action
The parties hereto hereby agree that they will, at any time and from time
to time, upon request of any other party hereto, do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged and delivered, all such
further acts, actions, assignments, transfers, agreements, assurances and
powers of attorney as may be reasonably required to carry out the transaction
herein contemplated.
ARTICLE X
Miscellaneous
Nonassignability. Neither this Agreement nor any of the rights hereunder
shall be assignable by any party except with the written consent of the other
party to this Agreement.
5
<PAGE> 6
Waiver of Breach. The waiver of any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by any party hereto.
Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their respective heirs, personal
representatives, successors and permitted assigns.
Amendments. No amendments or variations of the terms and conditions of
this Agreement shall be valid unless the same is in writing and signed by all
the parties hereto or their duly authorized agent.
Headings. The paragraph headings contained herein are for convenience only
and shall not in any way affect the interpretation or enforceability of any
provision of this Agreement.
Governing Law. This Agreement shall be construed and enforced pursuant to
the laws of the State of Florida.
Entire Agreement. This Agreement contains the entire agreement between the
parties hereto with respect to the transactions contemplated in this Agreement
and supersedes any and all prior Agreements or understandings with respect
thereto.
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute but one document.
Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Agreement shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.
Notices. Any and all notices or other communications required or permitted
by this Agreement or by law to be served on or given to either party hereto by
the other party hereto shall be in writing and shall be deemed duly served and
given when personally delivered to such party to whom it is directed, or in lieu
of such personal service, when:
(i) Deposited in the United States mail, first-class postage prepaid,
return receipt requested; or
(ii) deposited with a nationally recognized overnight delivery service,
addressed to the parties at the addresses set forth herein.
6
<PAGE> 7
Either party may change its address for the purpose of this paragraph
by giving written notice of such change to the other party in the manner
provided in this paragraph. Copies of all notices shall be directed to the
addresses set forth above.
Confidentiality. Purchaser shall not release any announcement or
provide any information concerning this Agreement or any transaction
contemplated hereby.
Successors. This Agreement shall be binding on and shall, as
applicable, inure to the benefit of the heirs, executors, administrators,
successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
WITNESS:
/s/ Victoria Partin /s/ John F. Robenalt
- ---------------------------------- ----------------------------------
JOHN F. ROBENALT
/s/ Michael Monahan
- ----------------------------------
WITNESS:
/s/ Victoria Partin /s/ Elizabeth A. Conard
- ---------------------------------- ----------------------------------
ELIZABETH A. CONARD
/s/ Michael Monahan
- ----------------------------------
JUST LIKE HOME, INC.
ATTEST:
- ---------------------------------- BY: /s/ Elizabeth A. Conard
Secretary ------------------------------
7
