SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission File Number 1-7172
BRT REALTY TRUST
(Exact name of registrant as specified in its charter)
Massachusetts 13-2755856
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 Cutter Mill Road, Great Neck, NY 11021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(516) 466-3100
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
7,346,624 Shares of Beneficial Interest,
$3 par value, and 1,030,000 shares of Series A
cumulative convertible preferred stock, $1 par
value outstanding on May 8, 1995
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports),and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X___ No______
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
March 31, September 30,
1995 1994
--------- ---------
(Unaudited) (Audited)
Assets:
Real estate loans - Note 3:
Earning interest,
less unearned income $ 60,169 $ 67,739
Not earning interest 11,171 10,268
-------- --------
71,340 78,007
Less allowance for possible losses 13,475 13,321
-------- --------
57,865 64,686
Real estate owned - Note 4:
Foreclosed properties held for sale,
(except for $14,741 and $14,725
less accumulated depreciation of
$648 and $465, which is held
long term for the production
of income) 48,689 54,793
Less valuation allowance 2,460 2,717
-------- --------
46,229 52,076
-------- --------
Cash and cash equivalents 6,009 1,174
Investments in U.S. Government
obligations, at cost, which
approximates market - 1,979
Restricted cash 2,410 7,098
Interest receivable 558 1,319
Other assets 3,389 3,135
-------- --------
Total assets $116,460 $131,467
======== ========
Liabilities and Shareholders' Equity
Liabilities:
Notes payable $ 52,325 $ 66,192
Loans and mortgages payable,
nonrecourse 4,213 6,671
Accounts payable and accrued
liabilities, including deposits
of $1,818 and $2,205 3,295 3,580
------- -------
Total liabilities 59,833 76,443
Shareholders' Equity - Note 2:
Preferred shares - $1 par value:
Authorized 10,000 shares,
Issued - 1,030 shares 1,030 1,030
Shares of beneficial interest,
$3 par value:
Authorized number of shares -
unlimited
Issued - 7,538 shares 22,614 22,614
Additional paid-in capital net of
distributions of $4,833 and $4,698 84,049 84,184
Accumulated deficit (48,731) (50,469)
------- -------
58,962 57,359
Cost of 192 treasury shares of
beneficial interest (2,335) (2,335)
------- -------
Total shareholders' equity 56,627 55,024
Total liabilities and ------- -------
shareholders' equity $116,460 $131,467
======= =======
See Accompanying Notes to Consolidated Financial Statements.
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands except for Per Share Data)
Three Months Ended Six Months Ended
March 31, March 31,
1995 1994 1995 1994
----------------- ---------------
Revenues:
Interest and fees
on real estate loans $ 2,532 $ 2,717 $ 4,176 $ 4,844
Operating income on real
estate owned 1,999 2,808 4,186 5,015
Gain on sale of foreclosed
properties held for sale 342 5 2,868 151
Other, primarily investment
income 141 103 254 169
------ ------ ------ ------
Total revenues 5,014 5,633 11,484 10,179
------ ------ ------ ------
Expenses:
Interest-notes payable
and loans payable 1,416 1,600 2,982 3,347
Provision for possible
loan losses - 952 1,021 1,390
Provisions for valuation
adjustment 178 - 178 -
Advisor's fee 201 272 426 560
General and administrative 871 818 1,598 1,631
Operating expenses relating
to real estate owned
including interest
on mortgages 1,474 1,431 3,232 2,569
Depreciation and
amortization 154 136 309 260
------ ------ ------ ------
Total expenses 4,294 5,209 9,746 9,757
------ ------ ------ ------
Net income $ 720 $ 424 $ 1,738 $ 422
====== ====== ====== ======
Calculation of net income
applicable to common
shareholders:
Net income $ 720 $ 424 $ 1,738 $ 422
Less: distribution on
preferred stock 68 68 135 135
------ ------ ------ ------
Net income applicable
to common
shareholders $ 652 $ 356 $ 1,603 $ 287
====== ====== ====== ======
Income per share of
Beneficial Interest -
Note 2:
Primary $ .09 $ .05 $ .22 $ .04
====== ====== ====== ======
Fully Diluted
$ .09 $ .05 $ .21 $ .04
====== ====== ====== ======
Weighted average number
of common shares
outstanding - Note 2:
Primary 7,346,624 7,346,624 7,346,624 7,346,624
========= ========= ========= =========
Fully Diluted 8,410,167 7,346,624 8,412,499 7,346,624
========= ========= ========= =========
STATEMENT OF ACCUMULATED DEFICIT
Accumulated deficit,
beginning of period $(49,451) $(50,666) $(50,469)$(50,664)
Net income 720 424 1,738 422
Accumulated deficit, ------ ------ ------ ------
end of period $(48,731) $(50,242) $(48,731)$(50,242)
====== ====== ====== ======
See Accompanying Notes to Consolidated Financial Statements.
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
Six Months Ended
March 31,
------------------
1995 1994
---- ----
Cash flow from operating activities:
Net income $ 1,738 $ 422
Adjustments to reconcile net income
to net cash provided by
operating activities:
Provision for possible loan losses 1,021 1,390
Provision for valuation adjustment 178 -
Amortization and depreciation 309 260
Recognition of discount upon premature
payoff of real estate loan - ( 565)
Gain on sale of foreclosed properties (2,868) ( 151)
Decrease in interest receivable 761 83
Increase (decrease) in accounts payable
and accrued liabilities 116 ( 11)
Decrease in deferred revenues ( 11) ( 32)
Decrease (increase) in rent and other
receivables 26 ( 118)
Decrease in escrow deposits 468 343
Other ( 322) ( 283)
Net cash provided by -------- --------
operating activities 1,416 1,338
-------- --------
Cash flows from investing activities:
Collections from real estate loans 12,753 14,558
Additions to real estate loans ( 166) ( 846)
Repayments to participating lenders (5,205) (5,460)
Net costs capitalized to real estate
owned (5,935) ( 548)
Proceeds from sale of real estate
owned 10,797 1,472
Decrease in deposits payable ( 387) ( 481)
Decrease in investment in U.S.
Government obligations 1,979 2,759
Other ( 497) ( 1)
-------- --------
Net cash provided by investing activities 13,339 11,453
-------- --------
Cash flow from financing activities:
Bank repayments (13,867) (10,597)
Payoff/paydown of loan and mortgages
payable ( 603) ( 2,537)
Decrease in restricted cash 4,688 219
Other ( 138) ( 68)
-------- --------
Net cash used in financing activities ( 9,920) (12,983)
-------- --------
Net increase (decrease) in cash
and cash equivalents 4,835 ( 192)
Cash and cash equivalents at
beginning of period 1,174 1,962
Cash and cash equivalents at -------- --------
end of period $ 6,009 $ 1,770
======== ========
BRT REALTY TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(In Thousands)
Six Months Ended
March 31,
------------------
1995 1994
---- ----
Supplemental disclosure of cash
flow information:
Cash paid during the period for
interest expense $ 3,333 $ 3,828
======= =======
Supplemental schedule of noncash
investing and financing activities:
Transfer of nonearning real estate
loans to foreclosed properties at
fair market value $ 2,310 $17,745
Nonrecourse mortgage obligations
relating to property acquired
through foreclosure - 609
Transfer of third-party senior
participating interest in a real
estate loan to a mortgage payable
upon acquisition of a property
through foreclosure - 1,495
Write-off of nonrecourse mortgage payable
upon write-off of real estate owned 1,005 -
Recognition of valuation allowance 436 -
Recognition of valuation allowance upon
sale of real estate owned - 1,275
Recognition of allowance for previously
provided loan losses 866 11,434
Purchase money mortgages from sale of
real estate owned (net of an $850,000
wrap mortgage in the current period) 3,933 3,427
See Accompanying Notes to Consolidated Financial Statements.
BRT REALTY TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Basis of Preparation
The accompanying interim unaudited consolidated financial
statements as of March 31, 1995 and for the three and six months
ended March 31, 1995 and 1994 reflect all normal recurring
adjustments which are, in the opinion of management, necessary
for a fair statement of the results for such interim periods. The
results of operations for the three and six months ended March 31,
1995 are not necessarily indicative of the results for the full
year.
Certain items on the consolidated financial statements for
the preceding period have been reclassified to conform with the
current consolidated financial statements.
The consolidated financial statements include the accounts
of BRT Realty Trust, its wholly-owned subsidiaries, and its
majority-owned or controlled real estate entities. Material
intercompany items and transactions have been eliminated. Many
of the wholly-owned subsidiaries were organized to take title to
various properties acquired by BRT Realty Trust. BRT Realty
Trust and its subsidiaries are hereinafter referred to as the
"Trust".
These statements should be read in conjunction with the
consolidated financial statements and related notes which are
incorporated by reference in the Trust's Annual Report on Form
10-K for the year ended September 30, 1994.
Note 2 - Per Share Data
Primary earnings per share of beneficial interest is based
upon the weighted average number of common shares and the assumed
equivalent shares outstanding during each period, after giving
effect to dividends relating to the Trust's preferred stock. The
preferred stock issued on September 14, 1993, is not considered a
common stock equivalent for the purposes of computing primary
earnings per share.
The assumed exercise of outstanding share options, using the
treasury stock method, is not materially dilutive for the primary
earnings per share computation for the three and six months ended
March 31, 1995 and 1994, respectively.
Fully diluted earnings per share of beneficial interest
amounts are based on an increased number of common shares that
would be outstanding assuming the conversion of preferred stock
to shares of beneficial interest and the exercise of common share
options at the average price per common share during the three
and six months ended March 31, 1995. The fully diluted per share
computation for the three and six months ended March 31, 1995 is
dilutive with the addition of 1,030,000 shares upon conversion of
the preferred stock and 33,543 and 35,875 shares, respectively,
upon exercise of the common share options. The fully diluted per share
computation is anti-dilutive for the three and six months ended
March 31, 1994.
Note 3 - Real Estate Loans
If all loans classified as not earning were earning interest
at their contractual rates for the three and six month periods
ended March 31, 1995 and 1994, interest income would have
increased by approximately $358,000 and $705,000 in the
respective periods in 1995, and $229,000 and $347,000 in the
respective periods in 1994.
Note 4 - Real Estate Owned
During the quarter ended March 31, 1995, the Trust sold
unimproved land and unsold shares in a cooperative apartment,
both located in Manhattan, New York at an aggregate gross sales
price of $3,340,000, resulting in an aggregate gain of approximately
$513,000. This gain was offset in part by a loss aggregating
approximately $171,000, resulting from the sale of two retail
buildings, one of which is located in Brooklyn, New York and the
other in Manhattan, New York, with an aggregate cost basis of
approximately $4,851,000. In conjunction with the aforementioned
sales, three purchase money mortgages aggregating
$3,411,000 were taken back by the Trust.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Trust was engaged in the business of making and
participating in senior and junior real estate mortgages, secured
by income producing property and to a lesser extent by unimproved
real property. The Trust's investment policy emphasized
short-term mortgage loans. Repayments of real estate loans in
the amount of $40,798,000 are due during the twelve months ending
March 31, 1996, including $15,348,000 which are due on demand.
The Trust anticipates that a portion of loans maturing
during the twelve months ending March 31, 1996, will be
extended for a fixed term or on a month to month basis. The
Trust can not estimate the principal amount of loans which will
be paid down and/or paid off over the next twelve months.
Effective September 23, 1992 the Trust entered into an
Amended and Restated Credit Agreement ("Restated Credit
Agreement") with five banks. The Restated Credit Agreement
extended the maturity date of the loan to June 30, 1995, with the
Trust having the right to extend for two additional one year
terms, if it satisfies certain conditions, principally making
certain mandatory repayments and meeting certain ratios. The
Trust intends to extend the maturity date of the Restated Credit
Agreement to June 30, 1996 and as of May 8, 1995 the Trust
had made all mandatory repayments required by June 30, 1995 and
50% of the mandatory repayment due by June 30, 1996 (the maximum
amount applicable to June 30, 1996 which it can repay prior to
June 30, 1995) and meets the required ratios. The Restated
Credit Agreement precludes the Trust from engaging in any lending
activities except for taking back purchase money mortgages in
connection with the sale of real estate.
Under the Restated Credit Agreement, commencing July 1,
1994, the Trust is required to apply 75% of capital event
proceeds (proceeds from the sale of real property and mortgages
receivable and from pay downs or payoffs of real estate loans) to
reduce the principal balance due to the banks and the balance of
25% is deposited in a cash collateral account maintained with the
agent bank. The agent bank is required to disburse funds to the
Trust from the cash collateral account upon requisition by the
Trust, provided there is no monetary default under the Restated
Credit Agreement. To the extent the cash collateral account
exceeds $9,000,000 at the end of any month or $10,000,000 within
a month, such excess is applied to reduce principal. To the
extent the cash collateral account is reduced below $9,000,000,
the Trust can utilize a portion of capital event proceeds and
excess operating cash flow to build the account up to $9,000,000.
In October 1994, the Banks agreed to reduce the 75% requirement
to 50% on the next $6,000,000 of capital event proceeds so the
Trust could reestablish the cash collateral account to
$9,000,000, as the Trust's requirement for funds for capital
expenditures at properties owned exceeded the budget established
for fiscal 1994 by about $3,500,000. The increase in capital
expenditures is due in large measure to the renovation of a
mall in Dover, Delaware from a retail mall to an office park at a cost of
approximately $7,000,000. The Restated Credit Agreement also requires a
segregated interest reserve account as part of the $9,000,000 cash collateral
account, amounting to approximately three months interest payments ($1,308,000
at March 31, 1995). In addition, the Trust maintains its own operating
accounts, into which all operating revenues are deposited and from which all
operating expenses are paid, and to the extent the operating accounts exceed
$500,000 at the end of any month, the excess is deposited into the cash
collateral account.
The Trust intends to satisfy its short term liquidity needs
from cash flow generated from interest on outstanding real estate
loans, net cash flow generated from the operation of properties
(all of which were acquired as a result of foreclosure, by deed
in lieu of foreclosure, or pursuant to a confirmed plan of
reorganization) and from the funds in the cash collateral
account. In the opinion of Management, the Restated Credit
Agreement, by its terms, and the mechanics of the cash collateral
account, provide adequate funds for the Trust to operate its
business, in the ordinary course, to protect its receivables and
to operate its real estate (which includes making necessary
capital improvements) and sufficient time to dispose of assets
and apply the net proceeds therefrom to reduce the amounts
outstanding under the Restated Credit Agreement.
During the year ended September 30, 1994, the Trust entered
into a project to convert one of its properties held for sale, a
regional mall located in Dover, Delaware, into an office park.
The Trust entered into a lease with a major insurance company,
requiring the Trust to segregate the funds required for the
improvements required under the lease (approximately $5,650,000)
into a separate account. The balance of the aforementioned
segregated funds of $1,102,000 at March 31, 1995 were deemed
restricted. A modification to the existing Restated Credit
Agreement has been provided by the banks, allowing the Trust to
exceed its $9,000,000 budget by $1,000,000, in order to pay for
the aforementioned improvements, in addition to its other
operational requirements. A further modification was permitted by
the banks for the Trust to exceed its $10,000,000 budget, as
amended, by an additional $2,500,000. The additional funds will
allow the Trust to complete the improvements required under a
lease entered into with a national banking institution at the Dover office
park, in addition to required expenditures at other real estate owned. In
order for the Trust to replenish its cash collateral account, the
banks also agreed to modify the allocation on the next $6,000,000
of capital event proceeds (effective October 28, 1994) and permit
the Trust to retain 50% of such proceeds as opposed to the 25%
provided in the Restated Credit Agreement. As of December 31, 1994
the Trust had received in excess of $6,000,000 of capital event proceeds since
October 28, 1994, therefore returning the percent of retention by the Trust
back to 25%.
During the six months ended March 31, 1995, the Trust had an
increase in cash provided by investing activities, as a result of
collections from real estate loans of $7,548,000 (net of repayments
to participating lenders of $5,205,000) and proceeds from the
sale of real estate owned of $10,797,000. The cash provided by investing
activities was used primarily to reduce the bank debt outstanding
to $52,325,000 at March 31, 1995, a reduction of $13,867,000 from
September 30, 1994.
Net costs capitalized to real estate owned amounted to
$5,935,000 during the six months ended March 31, 1995, a majority
of which related to the office park project in Dover, Delaware,
as evidenced by the decrease in restricted cash by $4,688,000 to
$2,410,000 at March 31, 1995 from $7,098,000 at September 30,
1994. The remaining costs capitalized to real estate owned were
funded from net cash provided by investing activities as well as
cash provided by operating activities.
Results of Operations
The Trust's loan portfolio at March 31, 1995, before
giving effect to the allowance for possible losses was
$71,340,000 of which $11,171,000 (16% of total real estate loans)
is categorized as nonearning, as compared to $78,007,000 at
September 30, 1994, of which $10,268,000 (13% of total real
estate loans) is categorized as nonearning. The $6,667,000
decrease in the loan portfolio is primarily due to the payoff of
a real estate loan secured by garden apartments located in the
Texas market place in the amount of approximately $6,135,000 (net
of repayments to a senior participating lender of $5,190,000).
The portfolio was further reduced by the Trust taking title
by deed-in-lieu of foreclosure to a garden apartment complex located in
Spring Valley, New York. These decreases were offset in part by
the origination of purchase money mortgages in conjunction with
the sale of real estate owned.
Real estate owned (prior to a valuation allowance of
$2,460,000) decreased to $48,689,000 at March 31, 1995 from
$54,793,000 (prior to a valuation allowance of $2,717,000) at
September 30, 1994. The decrease of $6,104,000 is due to the sale
of various real estate owned with a basis aggregating $13,351,000
offset in part by real estate acquired by deed-in-lieu of
foreclosure at an estimated fair value of $2,310,000 and
approximately $5,100,000 in improvements at the Dover, Delaware
property.
Interest and fees on real estate loans decreased for the six
and three months ended March 31, 1995 to $4,176,000 and
$2,532,000 from $4,844,000 and $2,717,000 for the comparable
periods in the prior fiscal year. These decreases of $668,000
and $185,000, respectively, were a result of the recognition of
an unamortized discount during the three months ended March 31,
1994 of $565,000 upon early payoff of a real estate loan, a
decrease in earning real estate loans, as a result of payoffs,
properties securing real estate loans becoming real estate owned,
and loans becoming nonearning. These decreases were offset in
part by the receipt of additional interest of approximately
$1,000,000 during the quarter ended March 31, 1995 upon payoff
of a real estate loan secured by a property located in the Texas
market place, and interest earned from purchase money mortgages
originated by the Trust in connection with properties sold.
Operating income on real estate owned decreased by $829,000
to $4,186,000 for the six months ended March 31, 1995 as
compared to $5,015,000 for the six months ended March 31,
1994. There was also a decrease during the three months ended
March 31, 1995 to $1,999,000 from $2,808,000 for the prior
comparable period, a decrease of $809,000. These decreases were
principally a result of the sale of a number of properties offset
in part by the income from a garden apartment complex in Spring
Valley, New York which the Trust took title to in October 1994
and an increase in rental income at the Dover, Delaware property,
as a result of conversion of this property from a regional shopping
mall to an office park.
Gain on sale of foreclosed properties was $2,868,000 for the
six months ended March 31, 1995, $342,000 of which occurred
during the quarter ended March 31, 1995. The gain of $2,526,000
which occurred during the first quarter of the year ended
September 30, 1995, was the net result of three transactions at
an aggregate gross sales price of $8,200,000 (including a
purchase money mortgage of $1,290,000). The remaining gain of
$342,000 which occurred during the quarter ended March 31, 1995,
was the net result of the sale of unimproved land, unsold
shares in a cooperative apartment and two retail buildings, at an aggregate
gross sales price of $8,020,000 (including purchase money mortgages of
$3,411,000). This compares to a gain of $151,000 for the six months ended
March 31, 1994, which was the result of a bulk sale of cooperative apartment
units in an apartment building, sale of a retail/apartment building, and
completion of sales of individual cooperative apartments in one apartment
building.
Interest expense decreased by $365,000 and $184,000 in the
six and three month periods ended March 31, 1995 as compared to
the six and three months ended March 31, 1994 due to a decrease
of the outstanding bank debt, and the payoff of a mortgage
payable, offset by an increase in the average prime interest
rate.
The expenses for the six months ended March 31, 1995 include
a provision for possible loan losses of $1,021,000 as compared to
$1,390,000 for the six months ended March 31, 1994. During the
three months ending December 31, 1994 a provision was taken against
two nonearning loans, one in the amount of $536,000 against
a real estate loan in which the Trust owns a subordinate position
of a securitized mortgage portfolio. In February, 1995 because of inadequate
information provided with respect to the value of the underlying assets, the
Trust took the additional provision. The Trust has commenced litigation
against the underwriter of the securitized mortgage portfolio and others and
can not at this time project the outcome of this litigation. The other
provision in the amount of $485,000 was taken against a real estate loan, in
which the borrower ceased making agreed upon interest payments. The expenses
for the first half of the year ending September 30, 1995, also include a
provision for valuation adjustment of $178,000, all of which was taken during
the quarter ended March 31, 1995, with no valuation adjustment in the
comparable prior year period. The valuation allowance was taken with respect
to unsold shares in a cooperative apartment building located in the
Bronx, New York. After an extensive revaluation, specifically
reviewing projected sales and renovation costs, it was determined
that an additional valuation adjustment was required.
The Advisor's fee decreased by $134,000 and $71,000 from
$560,000 and $272,000 for the six and three months ended March
31, 1994 to $426,000 and $201,000 for the six and three months
ended March 31, 1995. The decrease was a result of a decrease in
total invested assets, the basis on which the advisory fee is
calculated.
General and administrative expenses for the six months ended
March 31, 1995 decreased to $1,598,000 from $1,631,000 for the
six months ended March 31, 1994, a decrease of $33,000, as
compared to an increase for the three months ended March 31, 1995
of $53,000, to $871,000 for the three months ended March 31, 1995
from $818,000 for the comparable prior year period. The differences result
substantially from a $60,000 reimbursement of professional fees during the
prior year six and three month periods, as a result of a settlement with a
previous borrower. Professional fees have decreased during the six and three
months ended March 31, 1995 as a result of the completion of many of the
foreclosure actions and bankruptcy proceedings.
Operating expenses relating to real estate owned increased
to $3,232,000 and $1,474,000 for the six and three months ended
March 31, 1995 from $2,569,000 and $1,431,000 for the comparable
six and three month periods in the prior year. These increases
were primarily due to foreclosure of a garden apartment complex
in October 1994 and the increase in operating expenses at a mixed
use property, offset in part by the sale of real estate owned.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
The Trust did not file any reports on Form 8-K during the quarter
ended March 31, 1995.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
BRT REALTY TRUST
Registrant
5/12/95 /s/ Israel Rosenzweig
- ------- ------------------------------
Date Israel Rosenzweig, President
5/12/95 /s/ David W. Kalish
- ------- -------------------------------
Date David W. Kalish, Vice President
and Chief Financial Officer