UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 10,
2010
CHATHAM
LODGING TRUST
(Exact
name of Registrant as specified in its charter)
|
Maryland
|
001-34693
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27-1200777
|
||
|
(State
or Other Jurisdiction
of
Incorporation or Organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
|
50
Cocoanut Row, Suite 216
Palm
Beach, Florida
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33480
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(561)
802-4477
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or former address, if
changed from 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:
|
¨
|
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))
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|
Item
2.02.
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Results
of Operations and Financial
Condition.
|
On August
10, 2010, Chatham Lodging Trust issued a press release announcing its results of
operations for the three and six months ended June 30, 2010. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
In accordance with General
Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that Section. Furthermore, the
information in Item 2.02 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be incorporated by reference into any
filing or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing or
document.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
|
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99.1
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Press
release dated August 10, 2010 (furnished pursuant to Item
2.02)
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SIGNATURE
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.
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CHATHAM
LODGING TRUST
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|||
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Date: August
11, 2010
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By:
|
/s/ Julio E. Morales | |
| Julio E. Morales | |||
| Executive Vice President and Chief Financial Officer | |||
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
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99.1
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Press
release dated August 10, 2010 (furnished pursuant to Item
2.02)
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Exhibit
99.1
Chatham Lodging Trust Announces
Second-Quarter Earnings, Executing Growth Plans
PALM BEACH, Fla., Aug. 10
/PRNewswire-FirstCall/ -- Chatham Lodging Trust (NYSE: CLDT), a hotel real
estate investment trust (REIT) focused on upscale extended-stay hotels and
premium- branded select-service hotels, today announced results for the quarter
ended June 30, 2010.
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For
the
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||||
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quarter
ended
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||||
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June
30, 2010
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||||
|
(unaudited)
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||||
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Total
Revenues
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$ | 4,658 | ||
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Net
Loss attributable to common shareholders
|
$ | ( 642 | ) | |
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Diluted
income (loss) per share
|
$ | ( 0.09 | ) | |
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Funds
From Operations (FFO)
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$ | ( 245 | ) | |
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Adjusted
FFO
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$ | 760 | ||
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Diluted
FFO per share
|
$ | ( 0.03 | ) | |
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Adjusted
FFO per share(1)
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$ | 0.11 | ||
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Adjusted FFO per share,
using outstanding
shares since IPO (2)
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$ | 0.08 | ||
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Earnings before interest, taxes,
depreciation and
amortization (EBITDA)
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$ | 31 | ||
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Adjusted
EBITDA
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$ | 1,036 | ||
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*In
thousands, except per share data
|
|
|
FFO,
Adjusted FFO, FFO per share, Adjusted FFO per share, EBITDA and Adjusted
EBITDA are not generally accepted accounting principles (GAAP) financial
measures and are discussed in further detail and reconciled to net income
applicable to common shareholders later in this press release. Adjusted
FFO, Adjusted FFO per share and Adjusted EBITDA exclude acquisition costs
which are included as expenses in the Company’s Consolidated Statement of
Operations.
|
|
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(1)
Based on weighted average shares since January 1, 2010, which were only
1,000 shares from January 1, 2010 through April 21, 2010, the company’s
initial public offering.
|
|
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(2)
Based on weighted average shares outstanding since the company’s initial
public offering.
|
Operating Results
Revenue per available room (RevPAR) for
the 2010 second quarter at the company’s hotels improved 10.2 percent to $81.00,
led by a 15.5 percent increase in occupancy to 78.2 percent, partially offset by
a 4.6 percent decline in average daily rate (ADR) to $103.55. The
2010 second quarter results reflect the results of operations of the REIT’s six
hotels since the date these hotels were acquired by the company on April 23,
2010.
Gross operating profit (GOP) margins
(hotel operating revenue less hotel operating expenses, before property taxes
and insurance) for the company’s six hotels were 42.8 percent. After
adjusting for expenses associated with its acquisitions, adjusted FFO per share
of $0.08 exceeded consensus analyst expectations of $0.02.
“We had a strong quarter with revenue,
adjusted EBITDA and adjusted FFO ahead of expectations, and we are ahead of
schedule with respect to the investment of our IPO proceeds,” said Jeffrey H.
Fisher, chief executive officer and president. ”We closed our IPO on
April 21, 2010, and the execution of our strategic plan through the first one
hundred days since our IPO has been very positive, with activity continuing at a
high level. Industry-wide RevPAR in March 2010 was positive year over
year for the first time in 19 months, so our IPO and first portfolio acquisition
were timely. Four of the six hotels achieved RevPAR growth in excess
of 15 percent, with our Nashville-Brentwood property achieving a RevPAR gain of
nearly 22 percent for the period ended June 30, 2010.”
Acquisitions
Activity
The company acquired six Homewood Suite
hotels with 813 rooms/suites for a total of $73.5 million in the 2010 second
quarter in a single transaction. Following the end of the second
quarter, Chatham acquired the 120-room Hampton Inn & Suites®
hotel in Houston, Texas for $16.5 million and the 124-suite Residence Inn by
Marriott®, Holtsville (Long Island), N.Y. for $21.3
million. Additionally, Chatham has signed separate agreements to
acquire the following four hotels aggregating 448 rooms/suites and expects to
close these acquisitions by the end of the third quarter:
|
·
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The 133-suite Residence Inn by
Marriott® White Plains, N.Y. (Westchester
County)
|
|
·
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The 86-suite SpringHill Suites by
Marriott®, Washington, Pa.
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·
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The 105-room Courtyard by
Marriott®, Altoona, Pa.
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·
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The 124-suite Residence Inn by
Marriott®, New Rochelle, N.Y. (Westchester
County)
|
“We have accomplished a great deal in
our first 100 days, and we are effectively sourcing additional acquisition
opportunities through our network of industry contacts, properties that fit our
profile of premium-branded select-service and upscale extended-stay hotels in
markets with high barriers to entry near strong demand generators,” Fisher
commented. ”With the closing of these transactions, our portfolio
will comprise 1,505 rooms/suites, and we will have fully invested the proceeds
from our initial public offering. With the acquisition of these four
additional hotels, we will have invested $177 million since the completion of
our initial public offering, including the assumption of $12.5 million of
debt.”
Property Upgrade
Status
Chatham is in the process of executing
property improvement plans (PIPs) associated with the six hotels acquired during
the 2010 second quarter. ”We will begin our PIPs during the 2010
third quarter and expect to complete them by the summer of 2011. In
addition to $11 million it will cost us to complete the PIPs, we will invest
additional funds into these properties to enhance the guest experience and
improve the properties’ competitive position in their respective
markets. We now expect to spend a total of approximately $12.5
million on these hotels,” Fisher commented.
Balance Sheet
As of June 30, 2010, the company had
$98.7 million of cash and cash equivalents. During the second
quarter, the company used available cash to acquire the six hotels for $73.5
million. Subsequent to the acquisition of the Houston Hampton Inn
& Suites and Residence Inn Holtsville, the company had $63.4 million in cash
and cash equivalents. The company has a remaining obligation of
approximately $5.2 million that will be paid to the underwriters for the
company’s IPO once Chatham has invested 85 percent of the initial public
offering proceeds, including proceeds from the concurrent private placement to
company founder and CEO Fisher, in hotel properties.
Capital Structure
The company raised $168.9 million in its
initial public offering and private placement to Fisher after deducting the full
amount of the underwriters discount, including that portion the underwriters
agreed to defer until the company has invested 85 percent of the combined
proceeds. The company had no debt as of June 30,
2010. Chatham signed a commitment letter with a group of lenders for
an $85 million senior secured credit facility. Barclays Capital and
Regions Capital Markets are the joint lead arrangers for the revolving facility,
with Barclays Bank PLC serving as the administrative agent and Regions Bank
acting as the syndication agent. Other banks providing commitments
for the credit facility include Credit Agricole Corporate and Investment Bank,
UBS Investment Bank and US Bank National Association.
“The successful completion of the
secured line of credit will support the continued execution of our growth
strategy,” said Julio Morales, chief financial officer. ”Our ability
to obtain new financing, via either debt or equity, will be a critical aspect of
our future growth. We will maintain low leverage ratios as we
continue to pursue disciplined acquisitions.”
Strategic Plan
Execution
In its IPO road show, the company
provided guidance regarding its growth strategy, corporate overhead costs and
timing of dividend payments:
|
·
|
Within one year, the company
expects to complete the acquisition of two hotel portfolios comprising 10
hotels for approximately $135 million and an additional $50 million of
other acquisitions.
|
|
·
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The company projected that its
corporate general and administrative expenses, excluding non-cash stock
compensation expense and acquisition expenses, would be slightly less than
$3 million per year.
|
|
·
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The company expects to declare a
dividend in the third quarter with payment made in the 2010 fourth
quarter.
|
“We are well ahead of our growth plan as
we expect to fully invest our IPO proceeds by the end of the third quarter and
have incremental purchasing power through borrowing capacity under our new line
of credit,” Fisher said. ”We still expect that our base line general
and administrative costs will be in line with our previous guidance, and
furthermore, in consideration of the better than expected operating results of
our current hotel portfolio as well as the pending acquisitions, we remain
confident that we will begin paying a dividend this year.”
The company will hold a conference call
to discuss its second quarter 2010 results tomorrow, August 11, 2010, at 10 a.m.
Eastern time. Shareholders and other interested parties may listen to
a simultaneous webcast of the conference call on the Internet by logging onto
Chatham’s Web site, http://www.chathamlodgingtrust.com/, or
http://www.streetevents.com/, or may participate in the conference call by
calling (877) 941-6010, reference number 4335972. A recording of the
call will be available by telephone until midnight on Tuesday, August 17, 2010,
by dialing (800) 406-7325, reference number 4335972. A replay of the
conference call will be posted on Chatham’s website.
Chatham Lodging Trust is a self-advised
REIT that was organized to invest in upscale extended-stay hotels and
premium-branded, select-service hotels. The company currently owns
eight hotels with an aggregate of 1,057 rooms/suites in seven states and has an
additional four hotels under contract to purchase. Additional
information about Chatham may be found at
www.chathamlodgingtrust.com.
Included in this press release are
certain “non-GAAP financial measures,” within the meaning of Securities and
Exchange Commission (SEC) rules and regulations, that are different from
measures calculated and presented in accordance with GAAP (generally accepted
accounting principles). These non-GAAP financial measures are (i)
funds from operations (FFO), (ii) FFO per share, (iii) Adjusted FFO, (iv)
Adjusted FFO per share, (v) net income (loss) (computed in accordance with GAAP)
before interest, taxes, depreciation and amortization, common and preferred
minority interests and preferred dividends (EBITDA), and (vi) Adjusted
EBITDA. The following explains why the company believes these
measures, when considered along with earnings per share, calculated in
accordance with GAAP, help provide investors with a more complete understanding
of our financial and operating performance.
FFO As Defined by NAREIT and Adjusted
FFO
The National Association of Real Estate
Investment Trusts (NAREIT) adopted the definition of FFO in order to promote an
industry standard measure of REIT financial and operating
performance. Management believes that the presentation of FFO, FFO
per share, Adjusted FFO (defined below) and Adjusted FFO per share provide
useful supplemental information to investors regarding the company’s financial
condition and results of operations, particularly in reference to the company’s
ability to service debt, fund capital expenditures and pay cash
dividends.
Many other real estate investment trusts
use FFO as a measure of their financial and operating performance, and therefore
provides another basis of comparison for management. FFO, as defined,
adds back historical cost depreciation. Historical cost depreciation
assumes the value of real estate assets diminishes predictably over a certain
period of time. In fact, real estate asset values historically have
increased or decreased with market conditions. Consequently, FFO and Adjusted
FFO may be useful supplemental measures in evaluating financial and operating
performance by disregarding, or adding back, historical cost depreciation in the
calculation of FFO and Adjusted FFO. Additionally, FFO per share and
Adjusted FFO per share targets have historically been used to determine a
significant portion of the incentive compensation of the company’s senior
management.
NAREIT defines FFO as net income (loss)
(computed in accordance with GAAP), excluding gains (losses) from sales of
property, plus real estate depreciation and amortization and after adjustments
for unconsolidated partnerships and joint ventures. The company
calculates FFO in compliance with the NAREIT definition. The company
defines Adjusted FFO as FFO (as defined by NAREIT), adjusted for non-recurring
and/or non-cash items, including acquisition costs. FFO, Adjusted FFO, FFO per
share, Adjusted FFO per share are reconciled to net income (loss) applicable to
common shareholders determined in accordance with GAAP in the accompanying
schedules.
EBITDA and Adjusted
EBITDA
EBITDA is defined as net income (loss)
(computed in accordance with GAAP) before interest, taxes, depreciation and
amortization, common and preferred minority interests and preferred
dividends. The company defines Adjusted EBITDA as EBITDA adjusted for
non-recurring and/or non-cash items, including gains (losses) from sales of
property, discontinued operations and impairment losses. Management
believes that the presentation of EBITDA and Adjusted EBITDA provides useful
supplemental information to investors regarding the company’s financial
condition and results of operations, particularly in reference to the company’s
ability to service debt, fund capital expenditures and pay cash
dividends. Many other businesses measure their performance, in part,
by their EBITDA results, which provide another basis for comparison between
companies. EBITDA and Adjusted EBITDA are also factors in management’s
evaluation of the financial and operating performance of the company, hotel
level performance, investment opportunities, dispositions and financing
transactions. EBITDA and Adjusted EBITDA are reconciled to net income
(loss) applicable to common shareholders determined in accordance with GAAP in
the accompanying schedules.
FFO, FFO per share, Adjusted FFO,
Adjusted FFO per share, EBITDA and Adjusted EBITDA, as presented, may not be
comparable to FFO, FFO per share, Adjusted FFO, Adjusted FFO per share, EBITDA
and Adjusted EBITDA as calculated by other real estate
companies.
These measures do not reflect certain
expenses that the company incurred and will incur, such as depreciation and
interest (although the company shows such expenses in the reconciliation of
these measures to their most directly comparable GAAP measures). None
of these measures should be considered as an alternative to net income, net cash
provided by operating activities, or any other financial and operating
performance measure prescribed by GAAP. These measures should only be
used in conjunction with GAAP measures.
Forward-Looking Statement Safe
Harbor
Note: This press release contains
forward-looking statements within the meaning of federal securities regulations.
These forward-looking statements are identified by their use of terms and
phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“intend,” “may,” “should,” “plan,” “predict,” “project,” “will,” “continue” and
other similar terms and phrases, including references to assumption and
forecasts of future results. Forward-looking statements are not guarantees of
future performance and involve known and unknown risks, uncertainties and other
factors which may cause the actual results to differ materially from those
anticipated at the time the forward-looking statements are made. These risks
include, but are not limited to: national and local economic and business
conditions, including the effect on travel of potential terrorist attacks, that
will affect occupancy rates at the company’s hotels and the demand for hotel
products and services; operating risks associated with the hotel business; risks
associated with the level of the company’s indebtedness and its ability to meet
covenants in its debt agreements; relationships with property managers; the
company’s ability to maintain its properties in a first-class manner, including
meeting capital expenditure requirements; the company’s ability to compete
effectively in areas such as access, location, quality of accommodations and
room rate structures; changes in travel patterns, taxes and government
regulations which influence or determine wages, prices, construction procedures
and costs; the company’s ability to complete acquisitions and dispositions; and
the company’s ability to continue to satisfy complex rules in order for us to
remain a REIT for federal income tax purposes and other risks and uncertainties
associated with the company’s business described in the company’s filings with
the SEC. Although the company believes the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no
assurance that the expectations will be attained or that any deviation will not
be material. All information in this release is as of August 11, 2010, and the
company undertakes no obligation to update any forward-looking statement to
conform the statement to actual results or changes in the company’s
expectations.
|
CHATHAM
LODGING TRUST
|
|
Consolidated
Balance Sheets
|
|
(Dollars
in thousands, except per share
data)
|
|
June
30,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
(unaudited)
|
||||||||
|
Assets:
|
||||||||
|
Investment
in hotel properties, net
|
$ | 73,132 | $ | - | ||||
|
Cash
and cash equivalents
|
98,700 | 24 | ||||||
|
Restricted
cash
|
2,500 | - | ||||||
|
Hotel
receivables (net of allowance for doubtful accounts
|
||||||||
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of
approximately $4 and $0, respectively)
|
699 | - | ||||||
|
Deferred
costs, net
|
567 | - | ||||||
|
Prepaid
expenses and other assets
|
157 | - | ||||||
|
Total
assets
|
$ | 175,755 | $ | 24 | ||||
|
Liabilities
and Equity:
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 2,086 | $ | 14 | ||||
|
Accrued
underwriter fees
|
5,175 | - | ||||||
|
Advance
deposits
|
59 | - | ||||||
|
Total
liabilities
|
7,320 | 14 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Equity:
|
||||||||
|
Shareholders’
Equity:
|
||||||||
|
Preferred
shares of beneficial interest, $0.01 par value, 100,000,000
shares
|
||||||||
|
authorized
and unissued at June 30, 2010
|
- | - | ||||||
|
Common
shares of beneficial interest, $0.01 par value, 500,000,000
shares
|
||||||||
|
authorized; 9,201,550
and 1,000 shares issued and outstanding at June 30, 2010
|
||||||||
|
and
December 31, 2009, respectively
|
92 | - | ||||||
|
Additional
paid-in capital
|
170,240 | 10 | ||||||
|
Deferred
compensation
|
(1,404 | ) | - | |||||
|
Retained
deficit
|
(642 | ) | - | |||||
|
Total
shareholders’ equity
|
168,286 | 10 | ||||||
|
Noncontrolling
Interests:
|
||||||||
|
Noncontrolling
interest in Operating Partnership
|
149 | - | ||||||
|
Total
equity
|
168,435 | 10 | ||||||
|
Total
liabilities and shareholders’
equity
|
$ | 175,755 | $ | 24 | ||||
|
CHATHAM
LODGING TRUST
|
|
Consolidated
Statements of Operations
|
|
(Dollars
in thousands, except per share data)
|
|
(unaudited)
|
|
For
the three months ended
|
For
the six months ended
|
|||||||
|
June
30,
|
June
30,
|
|||||||
|
2010
|
2010
|
|||||||
|
Revenues:
|
||||||||
|
Hotel
operating revenues:
|
||||||||
|
Room
|
$ | 4,544 | $ | 4,544 | ||||
|
Other
operating
|
114 | 114 | ||||||
|
Total
hotel operating revenues
|
4,658 | 4,658 | ||||||
|
Total
revenues
|
4,658 | 4,658 | ||||||
|
Expenses:
|
||||||||
|
Hotel
operating expenses:
|
||||||||
|
Room
|
1,070 | 1,070 | ||||||
|
Other
operating
|
1,595 | 1,595 | ||||||
|
Total
hotel operating expenses
|
2,665 | 2,665 | ||||||
|
Depreciation
and amortization
|
402 | 402 | ||||||
|
Real
estate and personal property taxes
|
247 | 247 | ||||||
|
General
and administrative
|
972 | 972 | ||||||
|
Acquisition
transaction costs
|
1,005 | 1,005 | ||||||
|
Total
operating expenses
|
5,291 | 5,291 | ||||||
|
Operating
loss
|
(633 | ) | (633 | ) | ||||
|
Interest
income
|
38 | 38 | ||||||
|
Loss
before income tax expense
|
(595 | ) | (595 | ) | ||||
|
Income
tax expense
|
(47 | ) | (47 | ) | ||||
|
Net
loss attributable to common shareholders
|
$ | (642 | ) | $ | (642 | ) | ||
|
CHATHAM
LODGING TRUST
|
|
Consolidated
Statements of Operations - Continued
|
|
(Dollars
in thousands, except per share data)
|
|
(unaudited)
|
|
For
the three months ended
|
For
the six months ended
|
|||||||
|
June
30,
|
June
30,
|
|||||||
|
2010
|
2010
|
|||||||
|
Earnings
per Common Share - Basic:
|
||||||||
|
Net
loss attributable to common shareholders
|
$ | (0.09 | ) | $ | (0.18 | ) | ||
|
Earnings
per Common Share - Diluted:
|
||||||||
|
Net
loss attributable to common shareholders
|
$ | (0.09 | ) | $ | (0.18 | ) | ||
|
Weighted
average number of common shares outstanding:
|
||||||||
|
Basic
|
7,119,725 | 3,580,028 | ||||||
|
Diluted
|
7,119,725 | 3,580,028 | ||||||
|
CHATHAM
LODGING TRUST
|
|
FFO
and EBITDA
|
|
(in
thousands, except share data)
|
|
(unaudited)
|
|
For
the three months ended
|
For
the six months ended
|
|||||||
|
June
30,
|
June
30,
|
|||||||
|
2010
|
2010
|
|||||||
|
Funds
From Operations (“FFO”):
|
||||||||
|
Net
loss attributable to common shareholders
|
$ | (642 | ) | $ | (642 | ) | ||
|
Depreciation
and amortization
|
397 | 397 | ||||||
|
FFO
|
(245 | ) | (245 | ) | ||||
|
Acquisition
transaction costs
|
1,005 | 1,005 | ||||||
|
Adjusted
FFO
|
$ | 760 | $ | 760 | ||||
|
Weighted
average number of common shares
|
||||||||
|
Basic
|
7,119,725 | 3,580,028 | ||||||
|
Diluted
|
7,119,725 | 3,580,028 | ||||||
|
For
the three months ended
|
For
the six months ended
|
|||||||
|
June
30,
|
June
30,
|
|||||||
|
2010
|
2010
|
|||||||
|
Earnings
Before Interest, Taxes,
|
||||||||
|
Depreciation
and Amortization (“EBITDA”):
|
||||||||
|
Net
loss attributable to common shareholders
|
$ | (642 | ) | $ | (642 | ) | ||
|
Interest
expense
|
- | - | ||||||
|
Income
tax expense
|
47 | 47 | ||||||
|
Depreciation
and amortization
|
402 | 402 | ||||||
|
Share
based compensation
|
224 | 224 | ||||||
|
EBITDA
|
31 | 31 | ||||||
|
Acquisition
Transaction costs
|
1,005 | 1,005 | ||||||
|
Adjusted
EBITDA
|
$ | 1,036 | $ | 1,036 | ||||
|
Contact:
|
||
|
Jeff
Fisher (Company)
|
Jerry
Daly or Carol McCune
|
|
|
Chief
Executive Officer
|
Daly
Gray (Media)
|
|
|
(561)
227-1309
|
(703)
435-6293
|
CONTACT: Jeff Fisher, Chief Executive
Officer of Chatham Lodging Trust, +1-561-227-1309; or Jerry Daly or Carol
McCune, both of Daly Gray for Chatham Lodging Trust,
+1-703-435-6293