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Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

November 19, 2020

Date of report (Date of earliest event reported)

 

 

Condor Hospitality Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

1-34087   52-1889548
(Commission File Number)   (IRS Employer Identification No.)

1800 West Pasewalk Avenue, Suite 120

Norfolk, Nebraska

  68701
(Address of Principal Executive Offices)   (Zip Code)

(301) 861-3305

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol

 

Name of each exchange

on which registered

Common stock, par value $0.01 per share   CDOR   NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 7.01. Regulation FD Disclosure.

On November 19, 2020, Condor Hospitality Trust, Inc. (the “Company”) will post a presentation on its website. A copy of this presentation is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Regulation FD Disclosure.

(d) Exhibits

 

Exhibit
Number

  

Description

99.1    Presentation dated November 19, 2020


SIGNATURES

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 hereunto duly authorized.

 

  Condor Hospitality Trust, Inc.
Date: November 19, 2020    
  By:  

/s/ Jill Burger

    Name:   Jill Burger
    Title:   Interim Chief Financial Officer and Chief Accounting Officer
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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1 Condor Hospitality Trust, Inc. November Investor Presentation | November 2020 NYSE AMERICAN: CDORExhibit 99.1 Condor Hospitality Trust, Inc. November Investor Presentation | November 2020 NYSE AMERICAN: CDOR


Safe Harbor Statement All statements included in this presentation, other than statements of historical fact, are or may be deemed to be “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. In light of these uncertainties, the events anticipated by our forward-looking statements might not occur and we caution you not to place undue reliance on any of our forward- looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in any forward-looking statements are discussed under the heading “Risk Factors” in our publicly available reports filed with the Securities and Exchange Commission. The Company cautions that any forward-looking statement included in this presentation is made as of November 19, 2020 the date of this presentation and the Company does not undertake to update any forward-looking statement. Investor Inquiries Jill Burger Interim Chief Financial Officer T: 301.861.3305 E: jburger@trustcondor.com Cover Images TownePlace Suites| Austin, TXSafe Harbor Statement All statements included in this presentation, other than statements of historical fact, are or may be deemed to be “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. In light of these uncertainties, the events anticipated by our forward-looking statements might not occur and we caution you not to place undue reliance on any of our forward- looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in any forward-looking statements are discussed under the heading “Risk Factors” in our publicly available reports filed with the Securities and Exchange Commission. The Company cautions that any forward-looking statement included in this presentation is made as of November 19, 2020 the date of this presentation and the Company does not undertake to update any forward-looking statement. Investor Inquiries Jill Burger Interim Chief Financial Officer T: 301.861.3305 E: jburger@trustcondor.com Cover Images TownePlace Suites| Austin, TX


November 2020 UpdateNovember 2020 Update


Modified Bank Loan Facility and Bridge Loan Terms Condor has been successful in working with the Bank Condor has closed a Bridge Loan with the Group to favorably modify several key terms of the (1) following key terms : (1) loan facility : § Loan maturity extended to 1/2/2023§ Loan maturity 1/2/2023 § Covenant compliance suspended until § Loan proceeds of $10 million reduce Bank 9/30/2021 Facility § Debt yield covenant eliminated and replaced § Interest accrues to loan maturity and with borrowing base hotels debt service potentially forgiven if there is a common coverage stock conversion depending upon the number § Covenants eased from 1.5X currently to 1.0X when applicable 9/30/2021 ramping up to 1.5X of shares converted by lender on 9/30/2022 § Loan amount could be partially or fully § Borrowing availability increased to $14.3 (2) converted to $4.0 million shares of Condor million common stock at $2.50 per share either § Dividends prohibition modified to allow payment of dividends when defined financial conditions through a rights offering or private placement are achieved if approved by the Condor shareholders § Appraisal of borrowing base hotels deferred to 3/31/2022 and now on an “as stabilized” basis with balancing rights (1) For a full description of the terms of the modification to the loan facility and the bridge loan, see the Form 8-K filed with the SEC on November 19, 2020. 3 (2) Availability is increased from $13.4 million at closing to $14.3 million upon receipt of final $2.25 million settlement payment in December 2020.Modified Bank Loan Facility and Bridge Loan Terms Condor has been successful in working with the Bank Condor has closed a Bridge Loan with the Group to favorably modify several key terms of the (1) following key terms : (1) loan facility : § Loan maturity extended to 1/2/2023§ Loan maturity 1/2/2023 § Covenant compliance suspended until § Loan proceeds of $10 million reduce Bank 9/30/2021 Facility § Debt yield covenant eliminated and replaced § Interest accrues to loan maturity and with borrowing base hotels debt service potentially forgiven if there is a common coverage stock conversion depending upon the number § Covenants eased from 1.5X currently to 1.0X when applicable 9/30/2021 ramping up to 1.5X of shares converted by lender on 9/30/2022 § Loan amount could be partially or fully § Borrowing availability increased to $14.3 (2) converted to $4.0 million shares of Condor million common stock at $2.50 per share either § Dividends prohibition modified to allow payment of dividends when defined financial conditions through a rights offering or private placement are achieved if approved by the Condor shareholders § Appraisal of borrowing base hotels deferred to 3/31/2022 and now on an “as stabilized” basis with balancing rights (1) For a full description of the terms of the modification to the loan facility and the bridge loan, see the Form 8-K filed with the SEC on November 19, 2020. 3 (2) Availability is increased from $13.4 million at closing to $14.3 million upon receipt of final $2.25 million settlement payment in December 2020.


Proforma Liquidity Position Condor has $18.8 million of liquidity excluding reserves account balances on a proforma basis assuming loan modification closed on 10/31/2020 Condor Liquidity Proforma 10/31/2020 (in 1,000’s) 20,000 18,000 16,000 14,000 12,000 10,000 $18,800 8,000 $14,300 6,000 4,000 $4,500 2,000 0 (1) (2) Unrestricted Credit Facility Total Liquidity (1) (2) Cash Availability (1) Excludes final settlement payment of $2,250,000 due 12/31/2020 4 (2) Includes $970,000 increase in bank facility availability upon final settlement payment receipt due 12/31/2020Proforma Liquidity Position Condor has $18.8 million of liquidity excluding reserves account balances on a proforma basis assuming loan modification closed on 10/31/2020 Condor Liquidity Proforma 10/31/2020 (in 1,000’s) 20,000 18,000 16,000 14,000 12,000 10,000 $18,800 8,000 $14,300 6,000 4,000 $4,500 2,000 0 (1) (2) Unrestricted Credit Facility Total Liquidity (1) (2) Cash Availability (1) Excludes final settlement payment of $2,250,000 due 12/31/2020 4 (2) Includes $970,000 increase in bank facility availability upon final settlement payment receipt due 12/31/2020


Cash Burn Analysis • Positive Adjusted Corporate EBITDA for the quarter contributed to debt service • The cash burn for the full third quarter reduced to approximately $1.4 million • Proforma liquidity would cover in excess of 3 years at the Q3 burn rate in the absence of improved RevPAR • Depending on a number of variables we estimate our break even to be between $70 and $75 RevPAR Cash Burn (in 1,000s) 500K 300K 368 103 21 100K -100K (260) -300K (506) (607) -500K (609) (628) (628) -700K -900K -1100K (1321) (1373) -1300K -1500K (1670) -1700K (1816) -1900K July 2020 August 2020 September 2020 Q3 2020 GAAP Net Loss Adjusted Corporate EBITDA Debt Service (interest and scheduled principal payments) Cash Burn * See end of presentation for reconciliation of Condor’s net earnings (loss) as determined in accordance with generally accepted accounting principles (“GAAP”) to non-GAAP Hotel EBITDA and non-GAAP Adjusted Corporate EBITDA. 5Cash Burn Analysis • Positive Adjusted Corporate EBITDA for the quarter contributed to debt service • The cash burn for the full third quarter reduced to approximately $1.4 million • Proforma liquidity would cover in excess of 3 years at the Q3 burn rate in the absence of improved RevPAR • Depending on a number of variables we estimate our break even to be between $70 and $75 RevPAR Cash Burn (in 1,000s) 500K 300K 368 103 21 100K -100K (260) -300K (506) (607) -500K (609) (628) (628) -700K -900K -1100K (1321) (1373) -1300K -1500K (1670) -1700K (1816) -1900K July 2020 August 2020 September 2020 Q3 2020 GAAP Net Loss Adjusted Corporate EBITDA Debt Service (interest and scheduled principal payments) Cash Burn * See end of presentation for reconciliation of Condor’s net earnings (loss) as determined in accordance with generally accepted accounting principles (“GAAP”) to non-GAAP Hotel EBITDA and non-GAAP Adjusted Corporate EBITDA. 5


Condor Debt Maturity Profile Condor has a reasonable amount of time for hotel demand to continue recovering before debt needs to be refinanced: Condor Debt Maturity Profile (in 1,000’s) 140,000 (3) $126,613 120,000 100,000 80,000 60,000 40,000 20,000 (1) $25,463 (2) $14,114 $8,485 0 2020 2021 2022 2023 2024 (1) Loan has 2(two) 1(one) year conditional extension options to extend beyond December 2022 maturity 6 (2) Loan has 1(one) 2(two) year extension option from December 2021 maturity without conditions assumed exercised (3) Projected bank facility and bridge loan balance 12/31/2020Condor Debt Maturity Profile Condor has a reasonable amount of time for hotel demand to continue recovering before debt needs to be refinanced: Condor Debt Maturity Profile (in 1,000’s) 140,000 (3) $126,613 120,000 100,000 80,000 60,000 40,000 20,000 (1) $25,463 (2) $14,114 $8,485 0 2020 2021 2022 2023 2024 (1) Loan has 2(two) 1(one) year conditional extension options to extend beyond December 2022 maturity 6 (2) Loan has 1(one) 2(two) year extension option from December 2021 maturity without conditions assumed exercised (3) Projected bank facility and bridge loan balance 12/31/2020


Assets Highest-Quality Portfolio of Select-Service Upper Midscale and Upscale Assets in Secondary Markets Aloft Atlanta, GA Courtyard Jacksonville, FL Hotel Indigo Atlanta, GA Aloft Leawood, KS SpringHill Suites San Antonio, TX Rooms: 254 Rooms: 120 Rooms: 142 Rooms: 156 Rooms: 116 Acquired: August 2016 Acquired: October 2015 Acquired: October 2015 Acquired: December 2016 Acquired: October 2015 Home2 Suites Lexington, KY Home2 Suites Round Rock, TX Home2 Suites Tallahassee, FL Home2 Suites Southaven, MS Hampton Inn Lake Mary, FL Rooms: 103 Rooms: 91 Rooms: 132 Rooms: 105 Rooms: 130 Acquired: March 2017 Acquired: March 2017 Acquired: March 2017 Acquired: April 2017 Acquired: June 2017 Fairfield Inn & Suites El Paso, TX Residence Inn Austin, TX TownePlace Suites Austin, TX Home2 Suites Summerville, SC Hilton Garden Inn Solomons, MD Rooms: 124 Rooms: 120 Rooms: 122 Rooms: 93 Rooms: 100 Acquired: August 2017 (2) Acquired: August 2017 Acquired: January 2018 Acquired: February 2018 Acquired: May 2012 7Assets Highest-Quality Portfolio of Select-Service Upper Midscale and Upscale Assets in Secondary Markets Aloft Atlanta, GA Courtyard Jacksonville, FL Hotel Indigo Atlanta, GA Aloft Leawood, KS SpringHill Suites San Antonio, TX Rooms: 254 Rooms: 120 Rooms: 142 Rooms: 156 Rooms: 116 Acquired: August 2016 Acquired: October 2015 Acquired: October 2015 Acquired: December 2016 Acquired: October 2015 Home2 Suites Lexington, KY Home2 Suites Round Rock, TX Home2 Suites Tallahassee, FL Home2 Suites Southaven, MS Hampton Inn Lake Mary, FL Rooms: 103 Rooms: 91 Rooms: 132 Rooms: 105 Rooms: 130 Acquired: March 2017 Acquired: March 2017 Acquired: March 2017 Acquired: April 2017 Acquired: June 2017 Fairfield Inn & Suites El Paso, TX Residence Inn Austin, TX TownePlace Suites Austin, TX Home2 Suites Summerville, SC Hilton Garden Inn Solomons, MD Rooms: 124 Rooms: 120 Rooms: 122 Rooms: 93 Rooms: 100 Acquired: August 2017 (2) Acquired: August 2017 Acquired: January 2018 Acquired: February 2018 Acquired: May 2012 7


Appendix C | Non-GAAP ReconciliationAppendix C | Non-GAAP Reconciliation


Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”), EBITDAre, Adjusted EBITDAre, and Hotel EBITDA We calculate EBITDA, EBITDAre, and Adjusted EBITDAre by adding back to net earnings or loss certain non-operating expenses and certain non-cash charges which are based on historical cost accounting that we believe may be of limited significance in evaluating current performance. We believe these adjustments can help eliminate the accounting effects of depreciation and amortization and financing decisions and facilitate comparisons of core operating profitability between periods. In calculating EBITDA, we add back to net earnings or loss interest expense, loss on debt extinguishment, income tax expense, and depreciation and amortization expense. NAREIT adopted EBITDAre in order to promote an industry-wide measure of REIT operating performance. We adjust EBITDA by adding back net gain/loss on disposition of assets and impairment charges to calculate EBITDAre. To calculate Adjusted EBITDAre, we adjust EBITDAre to add back acquisition and terminated transactions expense and equity transactions expense, which are cash charges. We also add back stock –based compensation expense and gain/loss on derivatives and convertible debt, which are non-cash charges. EBITDA, EBITDAre, and Adjusted EBITDAre, as presented, may not be comparable to similarly titled measures of other companies. We believe EBITDA, EBITDAre, and Adjusted EBITDAre to be useful additional measures of our operating performance, excluding the impact of our capital structure (primarily interest expense), our asset base (primarily depreciation and amortization expense), and other items we do not believe are representative of the results from our core operations. The Company further excludes general and administrative expenses, other non-operating income or expense, and certain hotel and property operations expenses that are not allocated to individual properties in assessing hotel performance (primarily certain general liability and other insurance costs, land lease costs, and office and banking fees) from Adjusted EBITDAre to calculate Hotel EBITDA. Hotel EBITDA, as presented, may not be comparable to similarly titled measures of other companies. Hotel EBITDA is intended to isolate property level operational performance over which the Company’s hotel operators have direct control. We believe Hotel EBITDA is helpful to investors as it better communicates the comparability of our hotels’ operating results for all of the Company’s hotel properties and is used by management to measure the performance of the Company’s hotels and the effectiveness of the operators of the hotels. 9Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”), EBITDAre, Adjusted EBITDAre, and Hotel EBITDA We calculate EBITDA, EBITDAre, and Adjusted EBITDAre by adding back to net earnings or loss certain non-operating expenses and certain non-cash charges which are based on historical cost accounting that we believe may be of limited significance in evaluating current performance. We believe these adjustments can help eliminate the accounting effects of depreciation and amortization and financing decisions and facilitate comparisons of core operating profitability between periods. In calculating EBITDA, we add back to net earnings or loss interest expense, loss on debt extinguishment, income tax expense, and depreciation and amortization expense. NAREIT adopted EBITDAre in order to promote an industry-wide measure of REIT operating performance. We adjust EBITDA by adding back net gain/loss on disposition of assets and impairment charges to calculate EBITDAre. To calculate Adjusted EBITDAre, we adjust EBITDAre to add back acquisition and terminated transactions expense and equity transactions expense, which are cash charges. We also add back stock –based compensation expense and gain/loss on derivatives and convertible debt, which are non-cash charges. EBITDA, EBITDAre, and Adjusted EBITDAre, as presented, may not be comparable to similarly titled measures of other companies. We believe EBITDA, EBITDAre, and Adjusted EBITDAre to be useful additional measures of our operating performance, excluding the impact of our capital structure (primarily interest expense), our asset base (primarily depreciation and amortization expense), and other items we do not believe are representative of the results from our core operations. The Company further excludes general and administrative expenses, other non-operating income or expense, and certain hotel and property operations expenses that are not allocated to individual properties in assessing hotel performance (primarily certain general liability and other insurance costs, land lease costs, and office and banking fees) from Adjusted EBITDAre to calculate Hotel EBITDA. Hotel EBITDA, as presented, may not be comparable to similarly titled measures of other companies. Hotel EBITDA is intended to isolate property level operational performance over which the Company’s hotel operators have direct control. We believe Hotel EBITDA is helpful to investors as it better communicates the comparability of our hotels’ operating results for all of the Company’s hotel properties and is used by management to measure the performance of the Company’s hotels and the effectiveness of the operators of the hotels. 9


Non-GAAP Reconciliation: Condor Hospitality Trust, Inc. Hotel EBITDA and Adjusted Corporate EBITDA The preliminary results below for the months ending July 31, 2020, August 31, 2020 and September 30, 2020 are based solely on currently available information, which is subject to change. Readers are cautioned not to place undue reliance on such preliminary operating results, which constitute forward-looking statements. Month ending Month ending Month ending August 31, September 30, Reconciliation of Net loss to EBITDA, EBITDAre , Adjusted EBITDAre , and Hotel EBITDA July 31, 2020 2020 2020 Net loss $ ( 1,670) $ (1,816) $ (1,321) Interest expense 707 708 688 Income tax expense 9 9 9 Depreciation and amortization expense 926 926 927 EBITDA (28) (173) 303 Net loss on disposition of assets - 1 1 re (28) (172) 304 EBITDA Net gain on derivatives and convertible debt (3 ) (3) (126) Stock-based compensation expense 10 23 37 Strategic alternatives expense, net 40 494 102 * re 19 342 317 Adjusted EBITDA General and administrative expense, excluding stock compensation expense 337 405 81 Other expense, net 2 1 1 * Unallocated hotel and property operations expense 27 24 6 Hotel EBITDA $ 385 $ 772 $ 405 Revenue $ 2,782 $ 3,058 $ 3,001 JV revenue - - - Condor and JV revenue $ 2,782 $ 3,058 $ 3,001 Hotel EBITDA as a percentage of revenue 13.8% 25.2% 13.5% Month ending Month ending Month ending August 31, September 30, Reconciliation of Hotel EBITDA to Adjusted Corporate EBITDA July 31, 2020 2020 2020 Hotel EBITDA $ 385 $ 772 $ 405 Less recurring general and administrative expense, excluding stock compensation expense (337) (3 80) (296) Less unallocated hotel and property operations expense (27) (24) (6) Adjusted Corporate EBITDA $2 1 $ 368 $ 103 *M o difie d fro m a mo unts inc luded in Oc to be r 27, 2020 Inves to r P re s e nta tio n 10Non-GAAP Reconciliation: Condor Hospitality Trust, Inc. Hotel EBITDA and Adjusted Corporate EBITDA The preliminary results below for the months ending July 31, 2020, August 31, 2020 and September 30, 2020 are based solely on currently available information, which is subject to change. Readers are cautioned not to place undue reliance on such preliminary operating results, which constitute forward-looking statements. Month ending Month ending Month ending August 31, September 30, Reconciliation of Net loss to EBITDA, EBITDAre , Adjusted EBITDAre , and Hotel EBITDA July 31, 2020 2020 2020 Net loss $ ( 1,670) $ (1,816) $ (1,321) Interest expense 707 708 688 Income tax expense 9 9 9 Depreciation and amortization expense 926 926 927 EBITDA (28) (173) 303 Net loss on disposition of assets - 1 1 re (28) (172) 304 EBITDA Net gain on derivatives and convertible debt (3 ) (3) (126) Stock-based compensation expense 10 23 37 Strategic alternatives expense, net 40 494 102 * re 19 342 317 Adjusted EBITDA General and administrative expense, excluding stock compensation expense 337 405 81 Other expense, net 2 1 1 * Unallocated hotel and property operations expense 27 24 6 Hotel EBITDA $ 385 $ 772 $ 405 Revenue $ 2,782 $ 3,058 $ 3,001 JV revenue - - - Condor and JV revenue $ 2,782 $ 3,058 $ 3,001 Hotel EBITDA as a percentage of revenue 13.8% 25.2% 13.5% Month ending Month ending Month ending August 31, September 30, Reconciliation of Hotel EBITDA to Adjusted Corporate EBITDA July 31, 2020 2020 2020 Hotel EBITDA $ 385 $ 772 $ 405 Less recurring general and administrative expense, excluding stock compensation expense (337) (3 80) (296) Less unallocated hotel and property operations expense (27) (24) (6) Adjusted Corporate EBITDA $2 1 $ 368 $ 103 *M o difie d fro m a mo unts inc luded in Oc to be r 27, 2020 Inves to r P re s e nta tio n 10

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