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Company Release - 10/13/2004 16:45 | |
SAN FRANCISCO, Oct. 13 /PRNewswire-FirstCall/ -- BRE Properties, Inc., (NYSE: BRE) today reported operating results for the quarter and nine months ended September 30, 2004. Excluding litigation charges, funds from operations (FFO), the generally accepted measure of operating performance for real estate investment trusts, totaled $29.9 million, or $0.58 per diluted share, for the third quarter 2004, and $87.9 million, or $1.70 per diluted share, for the nine-month period. Including the litigation charges, FFO totaled $28.1 million, or $0.54 per diluted share for the quarter, and $86.1 million, or $1.67 per diluted share for the year-to-date period. Litigation and consulting charges recognized during third quarter 2004 totaled $1.8 million, or $0.03 per share, related to Red Hawk Ranch Apartments in Fremont, California. BRE is pursuing construction defect litigation against the builder of the community and other parties. The charges reported in third quarter 2004 include litigation costs and consulting fees incurred to date during destructive testing to determine the extent of the damage and required reconstruction. In 2003, FFO totaled $28.3 million, or $0.59 per diluted share for the third quarter, and $84.9 million, or $1.78 per diluted share for the nine-month period, excluding previously reported litigation charges totaling $7.3 million, or $0.15 per share. During third quarter 2004, the company and its auditors determined, under provisions in FAS 5, that legal charges originally recognized during third quarter 2003 should be restated and recognized in second quarter 2003. The restatement has no impact on year-to-date 2003 results or balances. The 2003 litigation charges represent total settlement charges, including legal fees, related to the Pinnacle at MacArthur joint venture dispute and a class action application fee suit. (A reconciliation of net income available to common shareholders to FFO, before and after other expenses, is provided at the end of this release.) After the close of second quarter 2003, but prior to the filing of the company's Form 10-Q for the period ended June 30, 2003, the company and parties related to the litigation matters reached verbal settlement agreements or other acknowledgements. Upon subsequent review, under the provisions of FAS 5 and supporting pronouncements, the company and its auditors concluded the legal charges were probable and estimable for second quarter 2003, requiring recognition of the charges in that period. Accordingly, net income available to common shareholders for second quarter 2003, previously reported at $27.3 million, or $0.59 per share, has been reduced to $20.0 million, or $0.43 per share. Previously reported earnings for the third quarter 2003 of $6.7 million, or $0.14 per share have been increased to $14.0 million, or $0.30 per share. As restated, FFO for third quarter 2003 is now $28.3 million, or $0.59 per share. FFO for the second quarter 2003, including litigation charges, is restated to $20.4 million, or $0.43 per share. Excluding litigation charges, FFO remains $27.7 million, or $0.58 per share, as previously reported. Operating Results Net income available to common shareholders for the third quarter 2004 totaled $10.1 million, or $0.20 per diluted share, as compared with $14.0 million, or $0.30 per diluted share, for the same period 2003, as restated. Net income available to common shareholders for the nine-month period totaled $37.1 million, or $0.73 per diluted share, as compared with $58.7 million, or $1.27 per diluted share, for the same period 2003. The 2003 year-to-date results included a net gain on sales totaling $23.1 million, or $0.50 per diluted share. Adjusted EBITDA for the quarter totaled $49.7 million, as compared with $45.8 million in third quarter 2003. (A reconciliation of net income available to common shareholders to Adjusted EBITDA is provided at the end of this release.) For third quarter 2004, revenues totaled $76.6 million as compared with $69.8 million a year ago. Adjusted EBITDA for the nine-month period totaled $145.2 million, as compared with $137.4 million for the same period 2003. For the nine months ended September 30, 2004, revenues totaled $223.7 million, as compared with revenues of $204.9 million for the same period 2003, excluding revenues from discontinued operations of $2.0 million. BRE's year-over-year comparative earnings and per share FFO results were influenced by increased income from acquisitions completed during 2003 and 2004, properties in the lease-up phase of development, and an increase in weighted average shares outstanding following the third quarter 2003 common stock offering. The additional non-same-store income was partially offset by increases to interest expense, and general and administrative expense. Acquisition activities during 2003 and 2004 increased third quarter 2004 NOI by $3.3 million as compared with third quarter 2003. Development and lease-up properties generated $1.6 million in additional NOI during the quarter as compared with third quarter 2003 levels. (A reconciliation of net income available to shareholders to NOI is provided at the end of this release.)
Net Operating Income by Region
Quarter Ended September 30, 2004
($ amounts in 000s)
# Gross % $ %
Units Investment Investment NOI NOI
Region
Southern California 9,912 $1,084,561 43% $24,663 47%
Northern California 5,644 586,184 24% 13,473 25%
Mountain/Desert 5,324 485,362 19% 7,917 15%
Pacific Northwest 3,375 357,022 14% 6,078 11%
Partnership and
other income 488 -- -- 809 2%
Total 24,743 $2,513,129 100% $52,940 100%
Same-Store Property ResultsDuring third quarter 2004, same-store net operating income (NOI) was flat as compared with the same period in 2003. Year-to-date, same-store NOI was down 1% from 2003 levels. BRE defines same-store properties as stabilized apartment communities owned by the company for at least five full quarters. Of the 24,255 apartment units owned directly by BRE, same-store units totaled 20,818 for the quarter and year-to-date periods. Year over year, same-store revenues were flat for the quarter and year-to-date periods. Average market rent for third quarter 2004 increased 1% to $1,090 per unit, from $1,083 per unit in third quarter 2003. Same-store physical occupancy levels averaged 95% during third quarter 2004 and 2003. Annualized resident turnover averaged 68% year-to-date 2004 and 2003. Year-to-date same-store real estate expenses increased 3%. On a sequential basis, same-store NOI decreased 1% due to a sequential increase in operating expenses of 2%. The expense increase is attributed primarily to timing of repairs and maintenance costs. Portfolio-wide, third quarter market rent levels increased 1% to $1,090 per unit, from $1,080 per unit in second quarter 2004. Average occupancy levels remained at 95%, in line with management's expectations.
Same-Store % Growth Results
Q3 2004 Compared with Q3 2003
% Change
% NOI Revenue Expenses NOI #Units
San Diego, California 23% 2% -4% 4% 3,711
L.A./Orange County, California 21% 4% -5% 9% 3,863
San Francisco, California 18% -6% 4% -10% 3,035
Seattle, Washington 13% 0% -2% 1% 3,149
Sacramento, California 9% -2% 1% -3% 2,156
Phoenix, Arizona 8% 1% 1% 1% 2,440
Salt Lake City, Utah 4% -1% -2% -1% 1,264
Denver, Colorado 4% -7% -1% -10% 1,200
Total 100% 0% -1% 0% 20,818
Same-Store % Growth Results
Nine Months Ended September 30, 2004 Compared with Same Period 2003
% Change
% NOI Revenue Expenses NOI #Units
San Diego, California 23% 2% 2% 2% 3,711
L.A./Orange County, California 20% 3% 1% 5% 3,863
San Francisco, California 19% -5% 6% -8% 3,035
Seattle, Washington 13% 0% 3% -1% 3,149
Sacramento, California 9% 1% 5% -1% 2,156
Phoenix, Arizona 8% 1% 5% -1% 2,440
Salt Lake City, Utah 4% 2% 4% 1% 1,264
Denver, Colorado 4% -5% -3% -6% 1,200
Total 100% 0% 3% -1% 20,818
Same-Store Average Occupancy and Turnover Rates
Physical Occupancy Turnover Ratio
Q3 Q2 Q3 YTD YTD
2004 2004 2003 2004 2003
San Diego, California 96% 95% 96% 70% 67%
L.A./Orange County, California 97% 96% 96% 62% 57%
San Francisco, California 94% 95% 94% 65% 71%
Seattle, Washington 95% 96% 93% 63% 67%
Sacramento, California 96% 94% 96% 76% 83%
Phoenix, Arizona 96% 95% 94% 72% 71%
Salt Lake City, Utah 95% 95% 95% 78% 75%
Denver, Colorado 93% 95% 95% 73% 79%
Average 95% 95% 95% 68% 68%
Acquisition and Development ActivityDuring third quarter 2004, BRE completed two development communities, Pinnacle at Westridge, 234 units, Valencia, California; and Pinnacle at Talega II, 110 units, San Clemente, California. Pinnacle at Westridge averaged 62% occupancy for the quarter, with an end-of-period occupancy of 78%. Pinnacle at Talega II averaged 76% occupancy for the quarter, and achieved 96% occupancy at the end of the period. During third quarter 2004, BRE acquired Evergreen Park Apartments, with 226 units, located in Redmond, Washington adjacent to Microsoft World Headquarters, for approximately $31 million. The company also purchased two contiguous land parcels for future development in Emeryville, California, in the San Francisco Bay area market, for approximately $9.2 million. BRE currently has four communities with a total of 1,124 units under construction, for a total estimated investment of $221 million, and an estimated balance to complete totaling $152 million. Expected delivery dates for these units range from fourth quarter 2005 through first quarter 2007. All development communities under construction are located in Southern California. In addition to the land acquired during the quarter in Emeryville, BRE owns one parcel of land in Pasadena, California, representing 188 units of future development, for an estimated cost of $52 million. At September 30, 2004, the company had entered into agreements providing options to purchase or lease four parcels of land, and is actively pursuing local development approvals. Two sites are located in Northern California, representing 786 units of future development with an estimated total cost of $193 million. Two sites are located in Southern California, representing 608 units of future development at an estimated cost of $190 million. Anticipated construction start dates range from second half 2005 to second half 2006. Financial and Other Information At September 30, 2004, BRE's combination of debt and equity resulted in a total market capitalization of approximately $3.5 billion, with a debt-to-total market capitalization ratio of 38%. BRE's outstanding debt of $1.3 billion carried a weighted average interest rate of 5.45% for the nine months ended September 30, 2004. BRE's coverage ratio of Adjusted EBITDA to interest expense was 3.0 times for the quarter and year-to-date periods. The weighted average maturity for outstanding debt is five years. At September 30, 2004, outstanding borrowings under the company's unsecured and secured lines of credit totaled $358 million, with a weighted average interest cost of 2.5% For third quarter 2004, cash dividend payments to common shareholders totaled $24.5 million or $0.4875 per share. For the nine months ended September 30, 2004, cash dividend payments to common shareholders totaled $73.4 million, or $1.4625 per share. Earnings Outlook As of October 4, 2004, 14 research analysts had contributed quarterly FFO estimates on BRE to First Call(TM), a widely referenced source of consensus earnings. Current analyst estimates of BRE's per share FFO for third quarter 2004 range from $0.57 to $0.62, for a consensus average of $0.59 per share. For the year 2004, 14 analysts have contributed per share FFO estimates for BRE to First Call ranging from $2.27 to $2.37, for a consensus average of $2.31. Given current expectations and judgment, the company believes FFO estimates for 2004, before litigation charges, should be adjusted to a range of $2.27 to $2.30 per share. BRE believes EPS estimates for 2004 should be adjusted to a range of $1.27 to $1.30 per share. The revised range for fourth quarter guidance reflects the potential timing of property sales and capital formation activities. The adjusted per share range for FFO excludes anticipated legal and consulting costs related to the Red Hawk Ranch litigation, estimated at $1 million for fourth quarter 2004, and $2.8 million for the year. FFO and EPS estimates may be subject to fluctuation as a result of several factors, including any change to underlying operating fundamentals, the timing associated with acquisition and disposition activity, the incurrence of any unusual or nonrecurring charges, and any gains or losses associated with disposition activity. BRE will complete its budget process for 2005 during late November/early December. The company will issue a press release with 2005 guidance in mid-December, upon completion of that process. Q3 2004 Analyst Conference Call The company will hold a conference call on Thursday, October 14, 2004 at 8:30 a.m. PDT /11:30 a.m. EDT to review these results. The dial-in number to participate in the U.S. and Canada is 888-290-1473; the international number is 706-679-8398. Mention Conference ID# 9837370. A telephone replay of the call will be available October 14, 2004 through October 30, 2004 at 800-642-1687, 706-645-9291 international, using the same conference ID#. A link to the live conference call webcast will be available on the homepage of the company's website -- www.breproperties.com. An online playback of the webcast will be available for 30 days following the call. About BRE Properties BRE Properties -- a real estate investment trust-develops, acquires and manages apartment communities convenient to its Residents' work, shopping, entertainment and transit in supply-constrained Western U.S. markets. BRE directly owns and operates 87 apartment communities totaling 24,255 units in California, Arizona, Washington, Utah and Colorado. The company currently has six other properties in various stages of development and construction, totaling 1,536 units, and joint venture interests in two additional apartment communities, totaling 488 units. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Except for the historical information contained herein, this news release contains forward-looking statements regarding company and property performance, and is based on the company's current expectations and judgment. Actual results could vary materially depending on risks and uncertainties inherent to general and local real estate conditions, competitive factors specific to markets in which BRE operates, legislative or other regulatory decisions, future interest rate levels or capital markets conditions. The company assumes no liability to update this information. For more details, please refer to the company's SEC filings, including its most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q. BRE Properties, Inc.
Financial Summary
September 30, 2004
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollar amounts in thousands)
Sept. 30, Sept. 30,
2004 2003
Assets
Real estate portfolio
Direct investments in real estate:
Investments in rental properties $2,513,129 $2,229,878
Construction in progress 69,030 79,665
Less: accumulated depreciation (284,912) (226,543)
2,297,247 2,083,000
Equity interests in and advances
to real estate joint ventures:
Investments in rental properties 10,268 10,499
Land under development 23,652 23,308
Total real estate portfolio 2,331,167 2,116,807
Cash 1,484 3,746
Other assets 44,512 45,763
Total assets $2,377,163 $2,166,316
Liabilities and shareholders' equity
Liabilities
Unsecured senior notes $848,352 $764,205
Unsecured line of credit 218,000 143,000
Secured line of credit 140,000 100,000
Mortgage loans 130,016 133,255
Accounts payable and accrued expenses 32,253 31,007
Total liabilities 1,368,621 1,171,467
Minority interests 35,720 43,539
Shareholders' equity
Preferred stock, $0.01 par value;
$25 liquidation preference;
10,000,000 shares authorized.
2,150,000 shares 8.50% Series A
cumulative redeemable issued and
outstanding at September 30, 2003;
3,000,000 shares 8.08% Series B cumulative
redeemable issued and outstanding;
4,000,000 shares 6.75% Series C
cumulative redeemable issued
and outstanding at September 30, 2004. 175,000 128,750
Common stock; $0.01 par value,
100,000,000 shares authorized.
Shares issued and outstanding:
50,263,488 and 49,343,444 at
September 30, 2004 and 2003, respectively. 503 493
Additional paid-in capital 797,319 822,067
Total shareholders' equity 972,822 951,310
Total liabilities and shareholders' equity $2,377,163 $2,166,316
BRE Properties, Inc.
Financial Summary
September 30, 2004
CONSOLIDATED INCOME STATEMENTS (Unaudited)
(In thousands, except per share data)
Quarter ended Nine months ended
Sept. Sept. Sept. Sept.
30, 30, 30, 30,
2004 2003 2004 2003
(Restated)
REVENUE
Rental income $72,280 $66,140 $211,757 $194,336
Ancillary income 3,539 3,114 10,185 8,955
Partnership and other income 809 527 1,755 1,659
Total revenue 76,628 69,781 223,697 204,950
EXPENSES
Real estate expenses 23,688 21,799 68,878 60,959
Depreciation 17,249 13,381 46,859 39,192
Interest expense 16,775 14,895 49,042 44,642
General and administrative 3,229 2,201 9,572 7,800
Other expenses 1,792 - 1,792 7,305
Total expenses 62,733 52,276 176,143 159,898
Income before minority interests
in consolidated subsidiaries
and discontinued operations 13,895 17,505 47,554 45,052
Minority interests 576 823 1,907 2,477
Income from continuing operations 13,319 16,682 45,647 42,575
Discontinued operations:
Net gain on sales -- -- -- 23,147
Discontinued operations, net (1) -- -- -- 936
Total discontinued operations -- -- -- 24,083
NET INCOME $13,319 $16,682 $45,647 $66,658
Dividends attributable
to preferred stock 3,203 2,657 8,588 7,971
Net Income Available
to Common Shareholders $10,116 $14,025 $37,059 $58,687
Net income per common
share - basic $0.20 $0.30 $0.74 $1.27
Net income per common
share - diluted $0.20 $0.30 $0.73 $1.27
Weighted average
shares outstanding - basic 50,210 46,565 50,130 46,205
Weighted average shares
outstanding - diluted 50,895 47,040 50,650 46,555
(1) Details of net earnings from discontinued operations:
Quarter Quarter Quarter Nine months
ended ended ended ended
9/30/049/30/039/30/049/30/03
Rental and ancillary income -- -- -- $1,984
Real estate expenses -- -- -- (742)
Depreciation -- -- -- (306)
Interest expense -- -- -- --
Income from discontinued
operations, net -- -- -- $936
Reconciliation and Definition of Non-GAAP Financial MeasuresThis document includes certain non-GAAP financial measures that management believes are helpful in understanding our business, as further described below. BRE's definition and calculation of non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable. The non-GAAP financial measures should not be considered an alternative to net income or any other GAAP measurement of performance and should not be considered an alternative to cash flows from operating, investing or financing activities as a measure of liquidity. Funds from Operations (FFO) FFO is based on NAREIT's current definition and is calculated by BRE as net income computed in accordance with GAAP, excluding gains or losses from sales of investments, plus depreciation, and after adjustments for unconsolidated joint ventures and minority interests convertible to common shares. We consider FFO and FFO per common share to be appropriate supplemental measures of the operating performance of an equity REIT because, by excluding gains or losses and depreciation, FFO and FFO per common share can help one compare the operating performance of a company's real estate between periods or as compared to different companies. Other expenses in 2004 reflect litigation and consulting costs incurred to date in connection with a construction defect lawsuit BRE is pursuing against the builder of the Red Hawk Ranch apartment community and other parties. For 2003, Other expenses represents total settlement charges, including legal fees, related to a joint venture dispute and a class action application fee suit. We consider FFO and FFO per common share, excluding other expenses, to be appropriate supplemental measures of operating performance because they exclude nonoperating items and enhance the comparison of real estate operating performance between periods or as compared to other companies. Below is a reconciliation of net income available to common shareholders to FFO and FFO excluding Other expenses:
Quarter Quarter Year Year
ended ended to Date to Date
9/30/049/30/039/30/049/30/03
(Restated)
Net income available to
common shareholders $10,116 $14,025 $37,059 $58,687
Depreciation from
continuing operations 17,249 13,381 46,859 39,192
Depreciation from
discontinued operations -- -- -- 306
Minority interests 576 823 1,907 2,477
Depreciation from
unconsolidated entities 284 282 773 858
Net gain on investments -- -- -- (23,147)
Less: Minority interests
not convertible to common (105) (243) (488) (736)
Funds from operations $28,120 $28,268 $86,110 $77,637
Other expenses 1,792 -- 1,792 7,305
Funds from operations,
excluding other expenses $29,912 $28,268 $87,902 $84,942
Diluted shares outstanding
- EPS (1) 50,895 47,040 50,650 46,555
Net income per common share
- diluted $0.20 $0.30 $0.73 $1.27
Diluted shares outstanding
- FFO 51,860 48,220 51,620 47,740
FFO per common share - diluted $0.54 $0.59 $1.67 $1.63
FFO per common share, excluding
other expenses - diluted $0.58 $0.59 $1.70 $1.78
(1) Under FAS 128, common share equivalents deemed to be anti-dilutive
are excluded from diluted EPS calculations.
Adjusted Funds from Operations (AFFO)AFFO represents funds from operations less recurring value retention capital expenditures. We consider AFFO and AFFO per common share to be appropriate supplemental measures of the performance of an equity REIT because, like FFO, they capture real estate performance by excluding gains or losses on investments and depreciation. Unlike FFO, AFFO and AFFO per common also reflect that capital expenditures are necessary to maintain the associated real estate assets. We consider AFFO and AFFO per common share, excluding other expenses, to be appropriate supplemental measures of operating performance because they both reflect capital expenditures and exclude nonoperating items, providing true operational performance including the impact of capital expenditures necessary to maintain real estate assets. Below is a reconciliation of net income available to common shareholders to AFFO:
Quarter Quarter Year Year
ended ended to Date to Date
9/30/049/30/039/30/049/30/03
(Restated)
Net income available to
common shareholders $10,116 $14,025 $37,059 $58,687
Depreciation from continuing
operations 17,249 13,381 46,859 39,192
Depreciation from discontinued
operations -- -- -- 306
Minority interests 576 823 1,907 2,477
Depreciation from unconsolidated
entities 284 282 773 858
Net gain on sales -- -- -- (23,147)
Less: Minority interests
not convertible to common (105) (243) (488) (736)
Less: Capital expenditures (6,453) (2,577) (12,685) (7,687)
Adjusted funds from operations $21,667 $25,691 $73,425 $69,950
Other expenses 1,792 -- 1,792 7,305
Adjusted funds from operations,
excluding other expenses $23,459 $25,691 $75,217 $77,255
Diluted shares outstanding
- EPS (1) 50,895 47,040 50,650 46,555
Net income per common share
- diluted $0.20 $0.30 $0.73 $1.27
Diluted shares outstanding
- FFO 51,860 48,220 51,620 47,740
AFFO per common share
- diluted $0.42 $0.53 $1.42 $1.47
AFFO per common share,
excluding other
expenses - diluted $0.45 $0.53 $1.46 $1.62
(1) Under FAS 128, common share equivalents deemed to be anti-dilutive
are excluded from diluted EPS calculations.
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA, excluding minority interests, gains or losses from sales of investments, redemption related preferred stock issuance costs, preferred stock dividends and other expenses. We consider EBITDA and Adjusted EBITDA to be appropriate supplemental measures of our performance because they eliminate depreciation, interest, and, with respect to Adjusted EBITDA, gains (losses) from property dispositions and other charges, which permits investors to view income from operations without the impact of noncash depreciation or the cost of debt, or with respect to Adjusted EBITDA other nonoperating items described above. Below is a reconciliation of net income available to common shareholders to EBITDA and Adjusted EBITDA:
Quarter Quarter Year Year
ended ended to Date to Date
9/30/049/30/039/30/049/30/03
(Restated)
Net income available
to common shareholders $10,116 $14,025 $37,059 $58,687
Interest 16,775 14,895 49,042 44,642
Depreciation 17,249 13,381 46,859 39,498
EBITDA 44,140 42,301 132,960 $142,827
Minority interests 576 823 1,907 2,477
Net gains on sales -- -- -- (23,147)
Dividends on preferred stock 3,203 2,657 8,588 7,971
Other expenses 1,792 -- 1,792 7,305
Adjusted EBITDA $49,711 $45,781 $145,247 $137,433
Net Operating Income (NOI)NOI is defined as total revenues less real estate expenses (including such items as repairs and maintenance, payroll, utilities, property taxes and insurance, advertising and management fees.) We consider NOI to be an appropriate supplemental measure of our performance because it reflects the operating performance of our real estate portfolio at the property level and is used to make decisions about resource allocations and assessing regional property level performance. Below is a reconciliation of net income available to common shareholders to net operating income:
Quarter Quarter Year Year
ended ended to Date to Date
9/30/049/30/039/30/049/30/03
(Restated)
Net income available
to common shareholders $10,116 $14,025 $37,059 $58,687
Interest 16,775 14,895 49,042 44,642
Depreciation 17,249 13,381 46,859 39,498
Minority interests 576 823 1,907 2,477
Net gain on sales -- -- -- (23,147)
Dividends on preferred stock 3,203 2,657 8,588 7,971
General and administrative
expense 3,229 2,201 9,572 7,800
Other expenses 1,792 -- 1,792 7,305
NOI $52,940 $47,982 $154,819 $145,233
Less Non Same-Store NOI 8,029 3,075 20,297 9,465
Same-Store NOI $44,911 $44,907 $134,522 $135,768
SOURCE BRE Properties, Inc.
-0- 10/13/2004
/CONTACT: investors, Edward F. Lange, Jr., Chief Financial Officer,
+1-415-445-6559, or media, Thomas E. Mierzwinski, V.P., Corporate
Communications, +1-415-445-6525, both of BRE Properties, Inc./
/Web site: http://www.breproperties.com /
(BRE)
CO: BRE Properties, Inc.
ST: California
IN: RLT
SU: ERN ERP CCA
GK-UC
-- SFW095 --
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