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The following is an excerpt from a 10-K SEC Filing, filed by EVERGREEN HOLDINGS INC on 6/14/2005.
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EVERGREEN HOLDINGS INC - 10-K - 20050614 - PART_III

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        As of February 28, 2005, the following individuals served as directors of Holdings, directors of Aviation, and as executive officers of the Company.

Name Age         Position         Company

Delford M. Smith (1) 75 Chairman of the Board of Directors Holdings, Aviation
Chief Executive Officer Holdings, Aviation, EAGLE, and Agriculture
 
Timothy G. Wahlberg (1) 59 Director Holdings, Aviation
President Holdings, Aviation, Airlines
(principal executive officer)
 
John A. Irwin (1) 49 Director Holdings, Aviation
Chief Financial Officer and Treasurer Holdings, Aviation
(principal financial officer and principal accounting officer)
Vice President Risk Management Aviation
Senior Vice President of Finance Helicopters
 
Brian T. Bauer 37 Director Aviation
President EAGLE, Agriculture, and Sys-tems LogistiX, Inc.
Executive Vice President Aviation, Airlines
 
Timothy Hannigan 41 Director Aviation
 
Michael A. Hines 38 Director Aviation
President EASL
Senior Vice President Material Airlines
 
Robert E. McAndrew 61 Director Aviation
President Evergreen Air Center, Inc.
 
James A. Porter 58 Director Aviation
President Evergreen Helicopters International, Inc.
 
Gerard H. Rock 47 Director Aviation
President Evergreen Helicopters of Alaska, Inc.
 
Ranjit Seth 40 Director Aviation
Senior Vice President Sales & Marketing Airlines
 
Daniel Van Dyke 45 Director Aviation
 
Samuel P. White, Jr. 46 Director Aviation
Vice President - Washington DC Aviation
 
Robert J. Wueste 52 Director Aviation
 
A. Blythe Berselli 26 Vice President Administration Aviation
 
Forrest Clayton 51 Vice President Human Resources Aviation
 
Gwenna R. Wootress 47 Secretary All companies
Vice President Legal Counsel Aviation

         (1)   Members of the Executive Committee of the Board of Directors for Aviation.

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Directors of Holdings and Aviation

         Delford M. Smith – – Mr. Smith has been the chairman of the board of directors of Holdings and controlling shareholder of the Company since its inception in 1960. Mr. Smith formerly served as a member of the board of directors for each of the Air Transport Association and the National Transportation Defense Association Airlift Committee, and also formerly served as president of Helicopter Association International. He has been honored with the Napoleon Hill Gold Medal Award for Entrepreneurial Achievement, the Helicopter Association International Lawrence Bell Memorial Award and the Profession Pilot Aviation Humanitarian of the Year Award. Mr. Smith received his B.S. degree in Psychology and Business from the University of Washington and received Honorary Doctorate Degrees in Aeronautical Science from Salem College, Salem, West Virginia, and in Business Administration from Johnson and Wales College, Providence, Rhode Island. In 1993, the National Defense Transportation Association granted him the National Transportation Award. In 1999, he was awarded the Wright Brothers Memorial Trophy, an award given annually at the National Aeronautic Association to a living person who has made significant contributions to aviation in the United States. In 2002, Mr. Smith was inducted into the Horatio Alger Association and, since April 2003, he has served as a director of this association.

         Timothy J. Wahlberg – – Mr. Wahlberg joined Evergreen in 1969 and has served as the President of Aviation since 1994. In addition Mr. Wahlberg has served as the President of Airlines since April 2002. Mr. Wahlberg also serves as the Chairman of the Board for EASL. Previous positions held by Mr. Wahlberg include President of Helicopters from December 1992 until November 2004, President of the Air Center from May 1984 to August 1986, and President of EASL from December 1991 to July 2002.

         John A. Irwin – – Mr. Irwin has served as the Chief Financial Officer since October 2003. Mr. Irwin has also served as Treasurer of Holdings, Vice President of Risk Management for Aviation, and Senior Vice President of Finance for Helicopters, positions he has held since March 1999, July 1991, and November 1990, respectively. From November 2000 through October 2003, Mr. Irwin also served as the Vice President of Finance for Airlines. Previous positions include Vice President of Finance of Helicopters and Controller of Aviation. Mr. Irwin also serves as the principal executive officer of the Trust, a position he has held since January 2004.

Other Directors of Aviation

         Brian T. Bauer– Mr. Bauer been employed by the Company since 1989. Mr. Bauer has served as the President of EAGLE since October 1995 and as the President of Agriculture since September 1995. In addition, in April 2003, Mr. Bauer was named Executive Vice President of Aviation, and in February 2005 he was named Executive Vice President of Airlines.

         Timothy F. Hannigan – Mr. Hannigan has served as a director of Aviation since August 2003. Mr. Hannigan is the Managing Director for Wexler and Walker Public Policy Associates, a position he has held since 1997.

         Michael A. Hines– Mr. Hines joined the Company in 1989 and has been the President of EASL since May 2002. In October 1997, Mr. Hines was named Vice President of Material of Airlines and served in that position until March 2005. At that time, Mr. Hines was promoted to Senior Vice President of Material and he currently holds that position in addition to his position as President of EASL.

         Robert E. McAndrew – Mr. McAndrew re-joined the Company in August 2004 as the President of the Air Center. Previous positions held by Mr. McAndrew within the Company have included Vice President of Marketing for the Air Center (September 2000 to December 2003) and Vice President of Aircraft Sales for EASL (January 2003 to July 2003). Prior to originally joining the Company in September 2000, Mr. McAndrew served as the Vice President of IPB Aerospace in the United Kingdom (October 1998 to September 2000) and as the President of IBS & Associates, a consulting firm (July 1994 to September 1998).

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         James A. Porter – Mr. Porter has served as a director of Aviation since 2004. Mr. Porter returned to the Company in February 2002 as the President of Evergreen Helicopters International, Inc., a wholly-owned subsidiary of Helicopters. Prior to returning to the Company, Mr. Porter was the president, chief executive officer, and owner of Samoa Aviation dba Samoa Air from July 1986 until November 2001.

         Gerard H. Rock – Mr. Rock has served as the President of Evergreen Helicopters of Alaska, Inc., a wholly-owned subsidiary of Helicopters, since joining the Company in 1995.

         Ranjit Seth – Mr. Seth joined the Company in 1997. Since February 2003, Mr. Seth has served as Senior Vice President of Sales and Marketing for Airlines. Previous positions held by Mr. Seth in Airlines include Vice President of Commercial-Asia (May 2000 to January 2003), Senior Director of Sales-Asia (March 1999 to April 2000), and Director of Sales-South Asia (August 1997 to March 1999).

         Daniel F. Van Dyke – Mr. Van Dyke has served as a director of the Company since August 2002. Since October 1993, Mr. Van Dyke has been the owner and operator of Van Dyke Grain Elevators, Inc. a commodity brokerage and handling and transportation company, and Van Dyke Warehouses, LLC, a property management company.

         Samuel P. White, Jr. – Mr. White joined the Company in June 2002 as a Business Development Consultant and has served as the Vice President - Washington DC since August 2002. Prior to joining the Company, Mr. White served as the Director of Business Development, North America for HMS Software (February 2001 to May 2002) and as the Director of Business Development for MAC Aerospace Corporation (February 1993 to February 2001).

         Robert J. Wueste – Mr. Wueste has served as a director of Aviation since October 2003. Mr. Wueste has served as the Chief Executive Officer and chairman of the board of directors Samuel Aaron International, a retail jewelry company, since February 2003. From 1989 until February 2003, Mr. Wueste served as the President and Chief Executive Officer of Samuel Aaron International.

Other Executive Officers of the Company

         A. Blythe Berselli – Ms. Berselli joined the Company in August 2003 as the Vice-President of Administration. Ms. Berselli also serves as the President of Evergreen Humanitarian and Relief Services, a non-profit entity. Prior to joining the Company, Ms. Berselli was employed as a Senior Associate with DebtTraders, Inc.

         Forrest Clayton – Mr. Clayton joined the Company as Vice President of Human Resources in September 2004. During the five years preceding Mr. Clayton's employment with the Company, Mr. Clayton served as the Vice President of Human Resources for SkyVax Corporation, LLC, the Regional Vice President of Human Resources for Affiliated Computer Services, and the Vice President of Human Resources for CyberRep, Inc.

         Gwenna R. Wootress – Ms. Wootress joined the Company in 1997 as Legal Counsel. Ms. Wootress has served as Secretary of Aviation, the Air Center and Agriculture since 1997, and as Secretary of Airlines, Helicopters, and EAGLE since 2000. Ms. Wootress received her juris doctor from Case Western Reserve School of Law.

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Committees of the Board of Directors

        The Executive Committee of the board of directors of Aviation is empowered, except as limited by Oregon law, to exercise all of the powers of the board of directors. The members of the Executive Committee are Delford M. Smith (Chairman), Timothy G. Wahlberg, and John A. Irwin.

Financial Expert

        The board of directors does not have an audit committee. The Executive Committee oversees the Company's accounting, financial reporting processes, and audits of consolidated financial statements. The board of directors has determined that Mr. John A. Irwin, a member of the board of directors and Executive Committee, is a "financial expert" within the meaning of SEC rules. Mr. Irwin is not "independent" within the meaning of SEC rules.

Code of Ethics for Senior Financial Officers

        We have adopted a code of ethics that applies to the Company's principal executive officer, principal financial officer, controller, and persons performing similar functions within the Company. A copy of the code of ethics is attached to this Annual Report and is available on our web-site at www.evergreenaviation.com/invr_eth.html. We are required to disclose any changes to, or waivers from, the code of ethics for our principal executive officer and principal financial officer. We intend to use our web-site as a method of disseminating this disclosure as permitted by SEC rules.

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ITEM 11. EXECUTIVE COMPENSATION

        The following table sets forth certain information concerning cash compensation paid by us to our chief executive officer and four most highly compensated executive officers (collectively, the "named executive officers") for services rendered in all capacities to the Company during fiscal years 2005 and 2004:

Fiscal All Other Cash
Name and Principal Position Year Salary Bonus Compensation


Delford M. Smith 2005 $ 3,000,620 $ 2,900,000 (1) $ 14,352 (2)
Chief Executive Officer and Chairman of the Board 2004 4,063,120 4,000,000 (1) 18,200 (2)
2003 1,433,333 -    14,000 (2)
 
Ranjit Seth 2005 $ 170,633 $ -    $ -   
Senior Vice President of Sales and Marketing - Airlines 2004 164,800 -    -   
2003 165,600 -    -   
 
Timothy G. Wahlberg 2005 $ 145,833 $ -    $ 10,008 (2)
President - Holdings; President - Aviation; 2004 140,833 -    9,833 (2)
President - Airlines 2003 140,000 -    8,120 (2)
 
Brian T. Bauer 2005 $ 130,000 $ -    $ 6,546 (2)
President - EAGLE 2004 129,807 -    6,442 (2)
2003 124,615 -    5,253 (2)
 
Robert E. McAndrew 2005 $ -    $ -    $ 123,430 (3)
President - Air Center
 

        (1)  Amount of bonus compensation shown is pursuant to the Delford M. Smith Employment Agreement, as disclosed below.

        (2)  Represents the Company's contribution to the Evergreen Savings and Retirement Plan on behalf of each executive.

        (3)  Mr. McAndrew serves as the President of the Air Center as a non-employee consultant.

Compensation of Directors

        Non-employee directors are compensated for travel expenses incurred in connection with attendance at any board of directors meetings that are held in McMinnville, Oregon. The amount of compensation for each non-employee director is limited to $1,000 per meeting. During fiscal year 2005, no board of directors meetings were held in McMinnville and, as a result, no compensation was paid to any of the non-employee directors. Directors who are employees of the Company are not compensated for serving on the board of directors.

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Delford M. Smith Employment Agreement

        On May 16, 2003, we entered into an Employment Agreement with Mr. Delford M. Smith, pursuant to which Mr. Smith serves as our Chief Executive Officer and Chairman of the Board. The Employment Agreement provides for annual compensation to Mr. Smith of $3.0 million, with a one-time bonus compensation of $4.0 million, which was paid after completion of the credit facility and the issuance of the Indenture Notes.

        In addition, Mr. Smith may be entitled to annual bonuses, at the discretion of the board of directors, provided that Mr. Smith uses such annual bonuses solely (i) to satisfy any obligation of Mr. Smith or his affiliates to us and ii) to satisfy any taxes payable by Mr. Smith or his affiliates as a result of the receipt of such bonus or the satisfaction of such obligations. During fiscal year 2005, the board of directors granted a $2.9 million bonus to Mr. Smith, in accordance with the terms of the Employment Agreement. Payment of the bonus was recorded by us as a part of selling, general, and administrative expenses.

        The term of the Employment Agreement is for five years, but it automatically extends itself each day so that the remaining term is always five years. If Mr. Smith's employment is terminated by reason of i) his death or disability, ii) by us without cause, or ii) by Mr. Smith for "good reason" (as defined in the Employment Agreement), then Mr. Smith, or his estate, as the case may be, will be entitled to:

a portion of his annual bonus for the year in which the termination occurs, prorated through the date of such termination; and
 
a contingent payment of an amount equal to (i) five times Mr. Smith's base salary then in effect plus (ii) an amount equal to five times the average of the annual bonuses paid to him in the five years immediately preceding the termination.

        If Mr. Smith's employment is terminated by reason of his death or disability, the amount will be payable over five years. In all other cases, the amount will be payable in a lump sum. In addition, if Mr. Smith's employment is terminated by us without cause or by Mr. Smith for good reason, he will be entitled to company-paid health coverage for a period of five years following termination.

Compensation Committee/Interlocks and Insider Participation

        The Company does not have a compensation committee. The chairman of the board of directors of Aviation, with input from the Vice President of Human Resources, determines compensation for the executive officers of the Company.

Report on Executive Compensation

        During fiscal year 2005, compensation for Mr. Smith, our chief executive officer, was paid in accordance with the terms of the Employment Agreement, as disclosed above. All other executive officers of the Company are compensated according to the compensation and employee benefits policies which are applicable to all employees of the Company.

The Board of Directors of Evergreen Holdings, Inc.
Delford M. Smith, Chairman
Timothy G. Wahlberg
John A. Irwin
 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plans

        The Company does not have any equity compensation plans.

Principal Shareholders of Holdings

        The table below sets forth the beneficial ownership interests of all outstanding shares of Holdings common stock as of February 28, 2005. Except as otherwise noted, Mr. Delford M. Smith has sole voting power and sole investment power with respect to the shares set forth below.

Name and Address Shares Percent



Delford M. Smith 7,553,038  (1) 75.1%
22111 Riverwood Drive
Dundee, OR  97115
 
Mark C. Smith 2,501,711  (2) 24.9%
22111 Riverwood Drive
Dundee, OR  97115

        (1)  Includes:

2,500,000 shares of Holdings common stock held by Mr. Delford M. Smith, as trustee of the Delford M. Smith Revocable Trust (Mr. Delford M. Smith is the sole trustee and sole beneficiary of the Delford M. Smith Revocable Trust); and
5,053,038 shares of Holdings common stock that are owned by Ventures Holdings, Inc. All outstanding shares of the common stock of Ventures Holdings, Inc. is held by Mr. Delford M. Smith, as trustee of the Delford M. Smith Revocable Trust.

        (2)  Includes:

1,000,000 shares of Holdings common stock held by Mr. Delford M. Smith, as trustee under Declaration of Trust dated March 5, 1976, for the benefit of Mr. Mark C. Smith;
1,200,000 shares of Holdings common stock held by Wells Fargo Bank, N.A., as trustee under Declaration of Trust dated December 23, 1976, for the benefit of Mr. Mark C. Smith;
1,711 shares of Holdings common stock held by Mr. Delford M. Smith, as trustee under Declaration of Trust dated June 1, 1984, for the benefit of Mr. Mark C. Smith; and
300,000 shares of Holdings common stock held by Mr. Mark C. Smith.

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        Mr. Smith also holds a one-third beneficial ownership interest in that portion of the Trust that owns the Boeing 747 aircraft. Aviation holds the remaining two-thirds beneficial interest in that portion of the Trust that owns the Boeing 747 and all of that portion of the Trust that owns the three DC-9 aircraft.

Principal Shareholders of Aviation and Vintage

        Holdings owns all of the outstanding shares of Vintage and Aviation. Through its ownership of Aviation, Holdings also indirectly holds i) an ownership interest in all of Aviation's wholly-owned subsidiaries and ii) an approximate two-thirds beneficial interest in the Trust.

Changes in Control

         Pledges of Securities under the Secured Credit Facility — In connection with the execution of the Secured Credit Facility, the following beneficial interests and securities, among others, were pledged to Wells Fargo Foothills for the benefit of the Wells Fargo Lenders:

Holdings pledged its ownership interest in all of the outstanding common shares of Aviation; and
 
Aviation pledged all of its beneficial interest in the Trust.

        In the event of a default under the Secured Credit Facility that is not cured or waived, Wells Fargo Foothills, on behalf of the Wells Fargo Lenders, may exercise its right to take ownership of or sell any of the pledged securities or beneficial interests. An exercise of such right by Wells Fargo Foothills with respect to Holding's ownership interest in Aviation would result in a change in control for Aviation. An exercise of such right with respect to Aviation's beneficial interest in the Trust would result in a change of control in the Trust.

         Pledge of Securities under the Indenture Notes — In connection with the issuance of the Indenture Nutes, Holdings pledged its ownership interest in all of the outstanding common stock of Aviation for the benefit of the secured parties under the Indenture Notes. The pledge of Aviation's common stock under the Indenture Notes is subordinated to the pledge of the same shares of common stock under the Secured Credit Facility.

        In the event of a default under the Indenture Notes that is not cured or waived, the collateral agent under the Indenture Notes, on behalf of the secured parties, may exercise the right to take ownership of or sell any of the pledged securities. An exercise of such right by the collateral agent under the Indenture Notes with respect to Holding's ownership interest in Aviation would result in a change in control for Aviation.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Lease Transactions

        From time to time, we have entered into leases with Mr. Smith and entities owned by, or controlled by, him. Each lease generally has a term of one to three years and provides for monthly payments. The table below summarizes the assets leased, and related monthly lease payments, as of February 28, 2005.

Lease
Monthly Expiration
       Asset Description Payment Date

Learjet 35A $ 52,000 07/31/07
Pratt & Whitney JT9D-7J jet engine 70,000   (1) M-T-M
Pratt & Whitney JT8D-9A jet engine 30,000 M-T-M
Bell 206 L-3 helicopter 12,000 05/31/05
Bell 206 L-3 helicopter 12,000 M-T-M
Bell 206 L-3 helicopter 12,000 M-T-M
Bell 212 helicopter 30,000   (2) 09/30/05
Eurocopter 350-B2 helicopter 21,600 M-T-M
Eurocopter 350-B2 helicopter 21,600 M-T-M
Eurocopter 350-B3 helicopter 25,000 06/30/06
Eurocopter 350-B3 helicopter 25,000 05/31/06
Eurocopter 350-B3 helicopter 25,000 M-T-M
Eurocopter BK117 helicopter 50,000 11/30/05
Eurocopter BO-105CBS helicopter 15,000 07/31/05
EAGLE office space, McMinnville, OR 17,500 M-T-M
Airlines training center, McMinnville, OR 11,000 08/30/06
Human resources office space, McMinnville, OR 11,000 08/30/06
Guest house, McMinnville, OR 2,000 05/30/06

       Total $ 442,700

        M-T-M:  month-to-month lease.

        (1)  In addition to the monthly lease payment, we also pay an hourly use charge of $100 per hour, with a minimum of 200 hours per month.

        (2)  A three-fourths beneficial interest in this helicopter is held by Mr. Delford M. Smith, and the remaining one-fourth beneficial interest is held by Mr. Mark C. Smith. We make lease payments of $22,500 and $7,500, per month, to Mr. Delford M. Smith and Mr. Mark C. Smith, respectively.

        Each of our airplane and helicopter leases is terminable by mutual consent between the lessor and us. Our real property leases are terminable at the landlord's option in the event of a default under the leases.

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Sales Transaction

        During fiscal year 2005, we had sales of approximately $7.7 million to various entities owned by, or controlled by, Mr. Smith, as follows:.

A Lear 35 aircraft was sold by EASL to Ventures Acquisition Company for $2.7 million.
 
Two Bell 214ST helicopters were sold by EASL to Ventures Acquisition Company for $5.0 million.

        During fiscal year 2004, we had sales of approximately $11.0 million to various entities owned by, or controlled by, Mr. Smith.

Purchases of Agricultural Products

         During fiscal year 2003, Agriculture purchased approximately $600,000 of hazelnuts and approximately $1.0 million of pinot noir grapes from Mr. Smith or entities owned by, or controlled by, Mr. Smith. During fiscal year 2004, Agriculture purchased approximately $197,000 of pinot noir grapes from Mr. Smith or entities owned by, or controlled by, Mr. Smith. During fiscal year 2005, Agriculture did not purchase any products from Mr. Smith or any entities owned by, or controlled by, Mr. Smith.

Expiration of Aircraft Lease

        During fiscal year 2005, Airlines and Ventures Acquisition Company negotiated a settlement for lease return condition costs in connection with the scheduled expiration of two DC-9 aircraft leases. See "Note 7 - Expiration of Aircraft Leases" in Item 8 of this Annual Report.

Trust Created February 25, 1986

        Aviation and Mr. Smith are co-beneficiaries of the Trust, which owns one Boeing 747 aircraft and three DC-9 aircraft. Mr. Smith holds a one-third beneficial interest in that portion of the Trust that owns the Boeing 747 aircraft. Aviation holds the remaining two-thirds beneficial interest in that portion of the Trust that owns the Boeing 747 and all of that portion of the Trust that owns the three DC-9 aircraft. Airlines leases all of the planes from the Trust at a cost of approximately $700,000 per month. The portion of the rental payments allocable to Mr. Smith's one-third beneficial interest in the Boeing 747 aircraft is approximately $200,000 per month. Based upon our beneficial interest in the Trust, the operations of the Trust are included in our consolidated financial statements. Mr. Smith's beneficial interest in the Trust is reported in our consolidated financial statements as a minority interest.

        During each of fiscal years 2005, 2004, and 2003, Airlines incurred aircraft lease expenese on the Boeing 747 aircraft in the amount of $7.5 million. Of these amounts in each fiscal year period, $2.4 million was attributable to Mr. Smith's one-third beneficial interest in the aircraft.

         At the beginning of fiscal year 2005, the Trust held a note receivable from Mr. Smith with an outstanding balance of $604,000. The note receivable bore interest at an annual rate of 4% and was secured by a pledge of approximately 2.5 million shares of Holdings common stock owned by the Delford M. Smith Revocable Trust. During fiscal year 2005, $604,000 of Mr. Smith's share of the Trust's net income was applied against the note receivable and, as of the end of fiscal year 2005, the note receivable was repaid in full. In fiscal years 2004 and 2003, net income of the Trust that was applied in reduction of the note receivable was $1.1 million and $1.0 million, respectively.

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Promissory Notes from Mr. Smith and Affiliates

        As of February 28, 2005, Mr. Smith and entities owned by, or controlled by, Mr. Smith were indebted to the Company and its subsidiaries by approximately $15.6 million. See "Notes Receivable from Affiliates and Notes Payable to Affiliates" in "Note 17 - Related Party Transactions" in Item 8 of this Annual Report.

        During fiscal year 2005, the largest outstanding amount owed by Mr. Smith and entities owned by, or controlled by, Mr. Smith was $17.6 million. The indebtedness is evidenced by several promissory notes, which were executed on February 28, 2003. The promissory notes bear interest at the rate of 4% per annum and require installments of principal and interest of approximately $2.0 million per year. Each promissory note matures and is due and payable on March 31, 2013. The notes are further secured by a pledge of approximately 2.5 million shares of Holdings common stock owned by the Delford M. Smith Revocable Trust.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

        The following table sets forth the fees billed to the Company by our current independent registered public accounting firm, GHP Horwath, and our former independent registered public accounting firm, PricewaterhouseCoopers, for professional services rendered during fiscal years 2005 and 2004:

2005 2004


GHP Horwath
Audit Fees $ 375,000 (1) $ -  
Audit-Related Fees -   -  
Tax Fees -   -  
All Other Fees -   -  


Sub-Total - GHP Horwath 375,000 (1) -  
 
PricewaterhouseCoopers
Audit Fees 893,990 (2) 799,328 (3)
Audit-Related Fees -   1,216,055 (4)
Tax Fees -   -  
All Other Fees -   -  


Sub-Total - PricewaterhouseCoopers 893,990 2,015,383


Total Accounting Fees $ 1,268,990 $ 2,015,383


 
(1) Of which, $25,000 was for audit services performed for the Trust.
 
(2) Of which, $50,460 was for audit services performed for the Trust.
 
(3) Of which, $75,500 was for audit services performed for the Trust.
 
(4) Of which, $95,000 was for audit-related services performed for the Trust.

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         Audit Fees – Audit Fees for the fiscal years 2005 and 2004 were for professional services rendered for the audits of the financial statements of the Company, quarterly reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q, and other services related to SEC matters.

         Audit-Related Fees – Audit-Related Fees for the fiscal years 2005 and 2004 were for assurance and related services associated with employee benefit plan audits, advisory services, and agreed-upon procedure engagements.

Pre-Approval Policy

        Our board of directors has adopted an Audit and Non-Audit Services Pre-Approval Policy to provide procedures for i) the pre-approval of audit and non-audit services and ii) procedures for the engagement of the independent registered public accounting firm each year.

        The policy provides that the board of directors shall pre-approve i) the annual audit services and certain audit-related and tax compliance services to be provided by the Company's independent registered public accountant, and ii) all anticipated fees for such services. The board of directors also must pre-approve i) any engagement of the independent registered public accountant for services outside the scope of the annual general pre-approval and ii) any engagement of the independent registered public accountant if the anticipated fee for such engagement is expected to exceed certain pre-established thresholds. The policy also allows the board of directors to delegate to one or more of its members pre-approval authority with respect to permitted services.

        In accordance with the policy, the board of directors has ratified and approved all audit and audit-related services performed by the Company's current independent registered public accounting firm, GHP Horwath, and the Company's former independent registered public accounting firm, PricewaterhouseCoopers during fiscal year 2005. The board of directors have concluded that the provision of the audit and audit-related services by these firms during fiscal year 2005 was compatible with the maintenance of such firms' independence in the conduct of their auditing functions. The board of directors has approved the engagement of GHP Horwath as its independent registered public accounting firm for fiscal year 2006.

        Management is required to provide the board of directors with periodic and annual reconciliations of actual fees paid to the independent registered public accounting firm as compared to the fees that were pre-approved.

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