Realty Finance Corporation Announces First Quarter 2009 Results

FOR FURTHER INFORMATION                                                                      

AT REALTY FINANCE CORPORATION:                                               

Daniel Farr                                                                                                      

Chief Financial Officer                                                                                     

(860) 275-6234                                                                                                 

dfarr@realtyfinancecorp.com                  

May 15, 2009

REALTY FINANCE CORPORATION ANNOUNCES

FIRST QUARTER 2009 RESULTS

Financial Results and Other Significant Events:

• First quarter net loss of ($44.1) million, or ($1.44) per diluted common share;
• First quarter AFFO totaled ($67.5) million, or ($2.19) per diluted common share after recording a $68.7 million provision for loan losses on the Company’s $1.3 billion loan portfolio;
• Maintained $20.1 million of unrestricted cash with no short-term debt obligations;
• Signed letter of intent for transaction with Stoneleigh Partners Acquisition Corporation

HARTFORD, Conn., May 15 – Realty Finance Corporation (Other OTC: RTYFZ.PK) today reported results for the first quarter ended March 31, 2009.

Realty Finance Corporation (the “Company”) reported a first quarter net loss of ($44.1) million, or ($1.44) per diluted common share, including a $26.4 million unrealized gain related to the mark-to-market impact of certain assets and liabilities due to the application of SFAS 159.

Adjusted funds from operations ("AFFO") for the first quarter of 2009, which exclude the results of discontinued operations and any impact from the application of SFAS 159, was ($67.5) million, or ($2.19) per diluted common share, after recording a $68.7 million provision for loan losses.  The provision for loan losses is made up of $68.5 million with respect to five whole loans and $0.2 million for one mezzanine loan. 

Letter of Intent

On April 8, 2009, Stoneleigh Partners Acquisition Corporation (NYSE Alternext: SOC) (“Stoneleigh”), a special purpose acquisition company, entered into a non-binding letter of intent (“LOI”) with the Company.  The terms of the non-binding LOI provide for the acquisition by Stoneleigh of 31.0 million shares of newly issued common stock of the Company and the issuance of $31.25 million principal amount senior secured notes of the Company for aggregate consideration payable to the Company of $25 million in cash.  The entire amount of the net proceeds of the transaction will be immediately invested in a side car vehicle.  Stoneleigh has the option to adjust its investment to any amount between $20.0 million and $150.0 million; provided, however, that the number of shares of the Company’s common stock and principal amount of notes shall be adjusted proportionately.  The notes will be secured by a first priority senior secured position in all of the assets of the Company, including the capital stock of the Company’s subsidiaries, and bear interest at the rate of 8%.  Interest on the notes may be deferred for a period not to exceed four quarterly payments.  Stoneleigh will also have the right to appoint three of six members to the Company’s board of directors upon the closing of the transaction. The notes will contain a liquidity covenant requiring the Company to maintain at least $4.0 million of liquidity.  If the Company’s liquidity falls below $4.0 million, Stoneleigh has the right to appoint one additional director to the board of directors of the Company.  If the Company’s liquidity falls below $1.0 million, Stoneleigh has the right to accelerate the full payment of the notes.  The Company is subject to a break-up fee of $800,000 if it violates a 60-day exclusive period or exercises its fiduciary duties and consummates an alternative transaction with a person in which the Company engaged discussions during the exclusive period. Given the uncertainty in the capital markets, there can be no assurance that this transaction will close on these terms or at all. 

Strategy

The Company continues to actively manage its existing investment portfolio of approximately $1.3 billion.  If the Stoneleigh transaction is not consummated, the Company plans to continue to explore other strategic alternatives, one of which could be winding down the affairs of the Company.

Liquidity and Funding

At March 31, 2009, the Company had $20.1 million of cash and cash equivalents available and $47.2 million of restricted cash. The restricted cash is comprised primarily of $27.1 million of funded escrow reserve requirements related to tenant improvements and leasing reserves on a number of the Company's first mortgage loans and $9.5 million of cash available within its second collateralized debt obligation (“CDO II”).  Due to the failure of the overcollateralization test in CDO II subsequent to March 31, 2009, the $9.5 million of cash available within CDO II was used to pay down the notes of the senior bondholders.  In addition, within CDO II, the Company had available $22.8 million of its $75 million revolving facility specifically designated to fund future financing commitments on its existing loan portfolio. This undrawn capacity covers substantially all of the Company's future commitments on its loan portfolio.

Loan and commercial mortgage-backed securities (“CMBS”) prepayments, sales and amortization payments totaled $7.7 million during the first quarter of 2009.  In addition, one mezzanine loan and one B-Note were extended during the first quarter of 2009.

The majority of the Company’s investments are pledged as collateral for its collateralized debt obligation (“CDO”) bonds and the income generated from these investments is used to fund interest obligations of its CDO bonds and the remaining income, if any, is retained by the Company. The Company’s CDO bonds contain interest coverage and asset overcollateralization covenants that must be met in order for the Company to receive cash flow distributions.  If the Company fails the interest coverage or asset overcollateralization covenants in either of the CDOs, all cash flows from the CDO (including interest on the bonds the Company owns, distributions on the common and preferred equity and the subordinate management fees) would be utilized to repay principal and interest on the outstanding CDO bonds and the Company would not receive any residual payments until the CDO was back in compliance with such tests.

On February 25, 2009, the Company was notified by the trustee of its first CDO (“CDO I”) that the Company failed the overcollateralization test for CDO I on the February 25, 2009 payment date and, as a result, future net cash flows from CDO I will be utilized to pay down principal of senior bondholders rather than being paid to the Company until such time as the covenant is back in compliance, if ever.  

 On April 14, 2009, the Company was notified by the CDO II trustee that the Company failed the overcollateralization test for CDO II on the April 7, 2009 payment date and, as a result, future net cash flows from CDO II will be utilized to pay down principal of senior bondholders rather than being paid to the Company until such time as the covenant is back in compliance, if ever.

With both CDOs out of compliance with overcollateralization covenants, the Company has minimal incoming cash flows from its primary business and there is no assurance when or if the Company will be able to regain compliance with these covenants.  The breach of the overcollateralization covenant in either CDO provides MBIA, the controlling class of CDO II bondholders, the ability to terminate the existing collateral management agreement, as amended, in respect of CDO II and to remove the Company as the collateral manager of CDO II.  The Company has not been notified by MBIA of its intentions with respect to such termination right.

With minimal incoming cash flows, management plans to fulfill short-term capital requirements including operating expenses, working capital and debt service with (i) cash on hand as of March 31, 2009, (ii) senior collateral management fees, (iii) proceeds from principal or interest payments and other cash flows from operations, (iv) reduction in administrative costs, as a result of becoming a non-reporting company, (v) reduction in employee headcount, and (vi) sale of the Company’s unencumbered 1515 Market Street LLC joint venture interest, if possible under current market conditions.

If the Company is unable to execute asset and loan sales in a timely manner or to receive anticipated proceeds therefrom or fully utilizes available cash, it may have an adverse effect on its business, results of operations and ability to make distributions to its stockholders.

If the Company is unable to make required payments under its junior subordinated indentures, breach any representation or violate any covenant thereunder, its lenders may accelerate the maturity of its debt or require the Company to pledge more collateral.  If the Company is unable to pay off its borrowings in such a situation, (i) the lenders could accelerate the debt, (ii) such lenders could force the Company into bankruptcy, and (iii) such lenders could force it to take other actions to protect the value of their collateral.  Any such event would have a material adverse effect on the Company’s liquidity, the value of its common stock and the ability to make distributions to its stockholders.

Operating Results

Loan and CMBS investments generated investment income of $18.9 million and net investment income of $3.8 million for the first quarter 2009 compared to $24.4 million and $4.8 million in the fourth quarter of 2008 respectively. Net investment income represents investment income from the Company's loan and CMBS investments, less interest expense on the Company's borrowings related to these investments. Interest expense on borrowings related to the Company's loan and CMBS investments was $15.1 million for the first quarter 2009 compared to $19.6 million in the previous quarter and reflects interest expense on $1.37 billion of investment grade notes issued by the Company's two CDOs and $50.0 million of trust preferred securities.

At March 31, 2009, the Company's debt-to-book equity ratio was 8.1x compared to 6.6x at December 31, 2008.

Company Obligations

The Company’s major outstanding obligations as of March 31, 2009 are detailed in the table below:

Investment Portfolio

As of March 31, 2009, the Company's investment portfolio of approximately $1.3 billion in assets consisted of the following:

The investment portfolio decreased by $88.6 million since December 31, 2008. The reduction is primarily comprised of $68.7 million of loan loss reserves recognized during the quarter and $10.6 million in unrealized fair value marks on the CMBS portfolio.  In addition, loan and CMBS prepayments, sales and amortization payments totaled $7.7 million during the first quarter of 2009.    

Loan Portfolio

The Company's loan portfolio (whole loans, B Notes, mezzanine loans) is comprised solely of commercial real estate with no sub-prime exposure.

At March 31, 2009, the Company's loan portfolio totaled $1.25 billion and consisted of 45.6 percent floating rate and 54.4 percent fixed rate loans, with a weighted average maturity of 2.1 years. The loan portfolio has an industry standard weighted average loan-to-value ratio of 69.8 percent compared to 71.1 percent in the previous quarter and is comprised of 68.8 percent first mortgages and 31.2 percent structured debt.  The industry standard weighted average loan-to-value ratio of 69.8 percent is typically based on the most recent stabilized value appraisal, and in most cases is the appraisal received at closing.  The Company performs an internal valuation on each loan and the weighted average loan-to-value ratio based on this internal analysis is greater than 95%.  The Company's loan portfolio has one loan scheduled to mature without an extension option totaling $20.1 million in 2009.

As of March 31, 2009, the Company’s loan portfolio had the following maturity characteristics:

 At March 31, 2009, the Company had the following watch list and non-performing loans:

Non-Performing Loans

The Company has eight loans totaling $186.9 million with a carrying value of $31.9 million that are non-performing.  The non-performing assets represent 14.5 percent of total assets. Details of the non-performing loans are as follows:

A $42.8 million B-Note had a maturity default on December 1, 2007 and is secured by a class A parcel of land in New York City that is intended to be developed into a mixed use retail and residential site. The B-Note was originally due on October 1, 2007 and was extended for 60 days with the sponsor funding an additional $150.0 million of cash equity. Interest on the loan has been paid through December 31, 2007 at the contractual rate.  As of March 31, 2009, foreclosure proceedings on the collateral of the loan continue.  Given the current financial markets and the inability to refinance the loan in the near term, the Company previously recorded a loan loss reserve to cover its entire position. 

A $40.8 million whole loan secured by an office building located in San Francisco, California. The building has a below market occupancy rate and does not fully cover debt service obligations, requiring the borrower to contribute significant capital.  The loan matured on March 9, 2009 without payment and the Company is in the process of structuring a deed in lieu of foreclosure with the borrower.  The Company has recorded a loan loss reserve of $19.3 million.

A $40.0 million mezzanine loan had a maturity default on February 9, 2008 and is collateralized by four class A office properties located in New York City. The sponsor of this investment is also the sponsor of the $42.8 million B-Note investment discussed above.  Based on the negotiated sales prices of three of the four class A office properties, it is likely that no proceeds will remain after satisfaction of senior debt obligations. The Company previously recorded a loan loss reserve to cover its entire position.

A $25.0 million mezzanine loan secured by an interest in an apartment complex in New York City. The borrower did not pay October’s debt service and has requested significant modifications of the outstanding loans against the property. Based on the current financial markets and the uncertainty regarding a restructuring, the Company previously recorded a loan loss reserve to cover its entire position.

A $18.2 million mezzanine loan for a specialty retail development located in Tennessee.  The Company’s loan as well as the senior construction loan matured in January 2009 without payment.  Based on the current financial markets and the borrower filing Chapter 7 bankruptcy, the Company previously recorded a loan loss reserve to cover its entire position.

A $10.5 million whole loan for a mixed use industrial and commercial facility located in Windsor, CT.  In 2008, the largest tenant of the facility, which is also the borrower, closed operations and engaged a broker to sell the building.  Management concluded that no loan loss reserve was necessary at this time based on the estimated fair market value of the underlying collateral from a recent third party appraisal.

A $7.5 million bridge loan secured by development rights to build an office building in the Washington, DC area. The borrower is in the process of changing the use of the project, completing predevelopment activities and obtaining necessary regulatory approvals to start construction.  The loan has been extended until August 2009, with interest deferred.  Given the uncertainty in the current financial markets regarding the ability to obtain construction financing, the Company previously recorded a loan loss reserve to cover its entire position.

A $2.1 million bridge loan secured by development rights to build a mixed use office, retail and hotel facility in the Miami, Florida area. The borrower is in the process of obtaining construction financing for the development and completing other predevelopment activities. The loan matured in November 2008 without payment.  The Company recently executed a 90-day forbearance through August 2009.  Given the uncertainty in the current financial markets regarding the ability to obtain construction financing, the Company previously recorded a loan loss reserve to cover its entire position.    

Watch List Loans

At March 31, 2009, the Company had six loans totaling $188.8 million with a carrying value of $138.6 million that are on its watch list, all of which were added to the watch list during the quarter.  The watch list assets represent 14.6 percent of total assets.  Details of the watch list assets are as follows:

A $38.0 million whole loan secured by two Class A office buildings in Reston, VA.  The property is not fully occupied and in 2009 the borrower will need to contribute capital to cover projected interest and operating expense shortfalls.  The borrower has requested a modification of the loan terms.  Given the current workout negotiations and the current market conditions, the Company recorded a loss reserve of $21.4 million.

A $35.7 million whole loan secured by two Class A office buildings in Oak Brook, Illinois.  The building’s occupancy has declined since closing and the property does not fully cover debt service obligations, requiring the borrower to contribute significant capital.  Subsequent to March 31, 2009, the borrower did not make the May interest payment.  Given the current market conditions and the payment default, the Company recorded a loss reserve of $16.5 million.

A $35.0 million whole loan secured by a full service boutique hotel in New York City.  Cash flows have decreased significantly in the first quarter of 2009 due to the economic downturn impacting New York City.  The borrower has requested a modification of the loan terms.  Subsequent to March 31, 2009, the borrower did not make the April and May interest payments.  Given the high likelihood and terms of the loan modification, management concluded that no loan loss reserve was necessary at this time.

A $32.3 million whole loan and mezzanine loan secured by six Class B to Class B+ office buildings located in and around Albany, New York and a Class B+ office building in Rochester, New York.  The terms of the senior and mezzanine loans were amended on February 27, 2009.  Based on the expected cash flows under the modified loan, the Company previously recorded a loan loss reserve.  As of March 31, 2009, the loan is performing under the modified terms and no adjustment to the reserve is necessary.

A $31.8 million whole loan secured by an apartment complex in Phoenix, Arizona.  The property cash flows have declined in 2009 and are expected to further decline in 2010.  The borrower has requested a modification of the loan terms.  Given the current workout negotiations and the current market conditions, the Company recorded a loss reserve of $10.9 million.

A $16.0 million B-Note secured by an industrial building in Warren, MI.  The building is occupied by auto industry tenants with long-term leases in place.  The loan is current at this time.  Subsequent to March 31, 2009, a major tenant occupying approximately 40.0 percent of the building filed for Chapter 11 bankruptcy.

Loan Loss Reserves

At March 31, 2009, the Company's total loan loss reserves were $165.1 million, or 13.2 percent of total loan investments, relating to the Company's non-performing and watch list loans having an aggregate unpaid principal balance of $375.7 million.

CMBS Portfolio

At March 31, 2009, the Company's CMBS portfolio consisted of 67 CMBS investments with a face value of $317.0 million and a carrying value of $43.9 million.  The average vintage of the underlying collateral is 50.3 months with 33.3 percent of the portfolio rated investment grade. The underlying loan delinquency of the portfolio is 1.90 percent compared to the market average of 1.95 percent. The entire CMBS portfolio is term financed within the Company's two CDOs.  As of March 31, 2009, 66 of the 67 CMBS investments were current with interest payments.  For more details on the Company's CMBS portfolio, please refer to the tables on page 15 of this release.

Joint Venture Investment Portfolio

At March 31, 2009, the Company had $74.1 million invested in seven joint venture equity investments with a carrying value of $10.1 million.

Legal Proceedings

On October 30, 2007, a putative class action lawsuit was commenced in the United States District Court for the District of Connecticut against the Company, the former chief financial officer and the former chief executive officer seeking remedies under the Securities Act of 1933, as amended.  Amended complaints filed on March 25, 2008 and May 6, 2008 added the chairman and the underwriters that participated in the Company’s October 2006 initial public offering as additional defendants.  The underwriters have since been dropped from the suit by voluntary dismissal filed by the plaintiffs with the court in December 2008.  The plaintiffs allege that the registration statement and prospectus relating to the initial public offering contained material misstatements and material omissions.  Specifically, the plaintiffs allege that management had knowledge of certain loan impairments and did not properly disclose or record such impairments in the financial statements. The plaintiffs seek to represent a class of all persons who purchased or otherwise acquired common stock that is traceable to the initial public offering in September 2006 and seek damages in an unspecified amount.  On July 29, 2008, the Company filed a Motion to Dismiss the putative class action suit with the federal district court for the District of Connecticut. Following oral arguments in November 2008, the plaintiffs filed a second amended complaint on December 22, 2008 and voluntarily dismissed the action against the underwriters.  The Company has since filed a revised Motion to Dismiss the second amended complaint, argued its motion before the court in April 2009, and is awaiting the court’s ruling on that motion.

The Company believes that the allegations and claims against it and its chairman, former chief financial officer and former chief executive officer are without merit and the Company intends to contest these claims vigorously.  An adverse resolution of the action could have a material adverse effect on the Company’s financial condition and results of operations in the period in which class action lawsuit is resolved.  The Company is not presently able to estimate potential losses, if any, related to this lawsuit.

Dividends

As previously announced, the Company suspended dividends in the fourth quarter of 2008.  The Board of Directors will continually reevaluate operating results, REIT qualification requirements, available tax losses, economic conditions, capital requirements, liquidity, retention of capital and other operating trends when determining future dividends.

Significant Accounting Policies

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements.  Actual results could differ from those estimates and assumptions.  Significant estimates in the consolidated financial statements include the valuation of our commercial mortgage backed securities, valuation of our CDOs, valuation of our junior subordinated debentures, valuation of derivatives, estimation of loan loss reserves and estimation of impairment of long-lived assets.  The Company’s significant accounting policies are included as part of the Company’s Annual Report on Form 10-K for the period December 31, 2008 filed on March 16, 2009.

About Realty Finance Corporation

Realty Finance Corporation is a commercial real estate specialty finance company primarily focused on originating, acquiring, investing in, financing and managing a diversified portfolio of commercial real estate-related loans and securities. Realty Finance Corporation has elected to qualify to be taxed as a real estate investment trust, or REIT, for federal income tax purposes.  For more information on the Company, please visit the Company's website at http://www.realtyfinancecorp.com.

The Company’s common stock is currently quoted on the Pink OTC Markets, or Pink Sheets.  While not a requirement, the Pink Sheets encourages companies having their securities quoted thereon to provide adequate current information in accordance with its disclosure guidelines.  The Company will evaluate, on a quarterly basis going forward, the need to issue press releases containing information similar to such information disclosed herein.  There is no assurance that the Company will provide timely periodic disclosures or at all.

The Company has elected to qualify to be taxed as a real estate investment trust, or REIT, for U. S. federal income tax purposes commencing with the taxable year ended December 31, 2005. As a REIT, the Company generally will not be subject to U. S. federal income tax on that portion of income that is distributed to stockholders if at least 90% of the its REIT taxable income is distributed to its stockholders. The Company conducts its operations so as to not be regulated as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

Non-GAAP Financial Measures

The Company has used non-GAAP financial measures as defined by SEC Regulation G, such as FFO, and AFFO in this press release. A reconciliation of each non-GAAP financial measure and the comparable GAAP financial measure (net income) can be found on page 14 of this release.

Funds from Operations ("FFO") and Adjusted Funds From Operations ("AFFO") are non-GAAP financial measures, which are widely recognized measures of REIT performance. The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002 defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of properties, plus real estate depreciation and amortization and after adjustments for unconsolidated/uncombined partnerships and joint ventures. The Company presents FFO and AFFO because it considers them important supplemental measures of its operating performance and believes that they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. The Company also uses FFO and AFFO as one of several criteria to determine performance-based equity bonuses for members of the Company's senior management team. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO and AFFO exclude depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs, providing perspective not immediately apparent from net income. The Company considers gains and losses on the sale of debt investments to be a normal part of its recurring operations and therefore does not exclude such gains and losses while arriving at FFO.

AFFO is a computation often made by REIT industry analysts and investors to measure a real estate company's cash flow generated from operations. The Company believes that AFFO is helpful to investors as a measure of its liquidity position because, along with cash generated from operating activities, this measure provides investors with an understanding of its ability to pay dividends. In addition, because this measure is commonly used in the REIT industry, the Company's use of AFFO may assist investors in comparing its liquidity position with that of other REITs. Further, it is the financial measure upon which incentive compensation payable under the Company's management agreement is payable.

The Company calculates AFFO by subtracting from or adding to FFO:

• normalized recurring expenditures that are capitalized by us and then amortized, but which are necessary to maintain the Company's properties and revenue stream, e.g., leasing commissions and tenant improvement allowances;

• an adjustment to reverse the effects of straight-lining of rents and fair value lease revenue under SFAS 141;

• the amortization or accrual of various deferred costs including intangible assets and equity based compensation;

• unrealized gains or losses on derivative transactions and financial instruments including the impact from the adoption of, and continuing application of, SFAS 159; and

• results from discontinued operations.

The Company's calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, may not be comparable to such other REITs.

Neither FFO nor AFFO represent cash generated from operating activities or net income in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as a measure of liquidity, nor is it indicative of funds available to fund the Company's cash needs, including the Company's ability to make cash distributions. The Company urges investors to carefully review the GAAP financial information included as part of the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and quarterly earnings releases.

Forward-Looking Information

This press release contains forward-looking statements based upon the Company's beliefs, assumptions and expectations of its future performance, taking into account all information currently available. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Company or are within its control. If a change occurs, the Company's business, financial condition, liquidity and results of operations may vary materially from those expressed in its forward-looking statements. The factors that could cause actual results to vary from the Company's forward-looking statements include: the risk factors included as part of the Company’s Annual Report on Form 10-K for the period December 31, 2008 filed on March 16, 2009; the Company's future operating results; its business operations and prospects; general volatility of the securities market in which the Company invests and the market prices of its common stock; the effect of trading on the Pink Sheets; the Company's ability to begin making investments in the future; availability, terms and deployment of short-term and long-term capital; availability of qualified personnel; changes in the industry; interest rates; the debt securities, credit and capital markets, the general economy or the commercial finance and real estate markets specifically; performance and financial condition of borrowers and corporate customers; increased prepayments of the mortgage and other loans underlying the Company's investments; the status of the class action lawsuit; the potential derivative shareholder claim and any future litigation that may arise; the ultimate resolution of the Company's eight non-performing loans having an unpaid principal balance of $186.9 million and the Company’s six watch list loans having an unpaid principal balance of $188.8 million; the monetization of the Company’s joint venture investments; the ability to come back into compliance with the overcollateralization tests in CDO I and CDO I; whether the Company remains as the collateral manager of CDO II; the ability to close the transaction with Stoneleigh; the ability to continue as a going concern; availability of liquidity; and other factors, which are beyond the Company's control. The Company undertakes no obligation to publicly update or revise any of the forward-looking statements. For further information, please refer to the Company's previous periodic filings with the Securities and Exchange Commission.  Note, the Company is no longer a Securities and Exchange Commission reporting company as of March 16, 2009.