FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1997
Commission File Number 1-8858
Unitil Corporation
(Exact name of registrant as specified in its charter)
New Hampshire 02-0381573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6 Liberty Lane West, Hampton, New Hampshire 03842
(Address of principal executive office) (Zip Code)
(603) 772-0775
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if
changed since last report.)
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 1, 1997
Common Stock, No par value 4,415,051 Shares
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
INDEX
Part I. Financial Information Page No.
Consolidated Statements of Earnings - Three and Six
Months Ended June 30, 1997 and 1996 3
Consolidated Balance Sheets, June 30, 1997,
June 30, 1996 and December 31, 1996 4-5
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 1997 and 1996 6
Notes to Consolidated Financial Statements 7-8
Management's Discussion and Analysis of Results of
Operations and Financial Condition 9-12
Exhibit 11 - Computation of Earnings per Average
Common Share Outstanding 13
Part II. Other Information 14
PART 1. FINANCIAL INFORMATION
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(Amounts in Thousands, except Shares and Per Share Data)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Operating Revenues:
Electric $36,899 $36,351 $74,958 $73,047
Gas 3,702 4,253 10,968 11,702
Other 13 7 21 30
Total Operating Revenues 40,614 40,611 85,947 84,779
Operating Expenses:
Fuel and Purchased Power 24,644 24,740 50,116 48,978
Gas Purchased for Resale 2,228 2,831 6,594 7,155
Operating and Maintenance 5,901 6,384 11,548 12,208
Depreciation 1,867 1,668 3,769 3,301
Amort. of Cost of Abandoned
Properties 356 416 757 905
Provisions for Taxes:
Local Property and Other 1,353 1,260 2,724 2,573
Federal and State Income 834 881 2,392 2,633
Total Operating Expenses 37,183 38,180 77,900 77,753
Operating Income 3,431 2,431 8,047 7,026
Non-Operating Expense (Income) 11 (630) 17 (643)
Income Before Interest Expense 3,420 3,061 8,030 7,669
Interest Expense, Net 1,765 1,464 3,460 2,876
Net Income 1,655 1,597 4,570 4,793
Less Dividends on Preferred Stock 69 67 138 138
Net Income Applicable to
Common Stock $1,586 $1,530 $4,432 $4,655
Average Common Shares Outstanding 4,404,558 4,344,380 4,397,062 4,339,332
Earnings Per Share of Common Stock $0.36 $0.35 $1.01 $1.07
Dividends Declared Per Share
of Common Stock (Note 1) $0.335 $0.33 $1.005 $0.99
(The accompanying notes are an integral part of these statements.)
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in Thousands)
June 30, December 31,
1997 1996 1996
ASSETS:
Utility Plant:
Electric $161,688 $152,853 $157,875
Gas 29,135 27,786 28,729
Common 19,220 7,522 18,780
Construction Work in Progress 2,902 10,589 2,161
Total Utility Plant 212,945 198,750 207,545
Less: Accumulated Depreciation 66,827 62,165 63,787
Net Utility Plant 146,118 136,585 143,758
Other Property & Investments 42 42 42
Cash 2,752 2,538 2,903
Accounts Receivable - Less Allowance for
Doubtful Accounts of $721, $678 and $660 15,694 14,439 16,383
Materials and Supplies 2,278 2,194 2,479
Prepayments 703 743 481
Accrued Revenue 6,172 3,780 8,859
Total Current Assets 27,599 23,694 31,105
Deferred Assets:
Debt Issuance Costs 800 857 829
Cost of Abandoned Properties 24,676 26,350 25,432
Prepaid Pension Costs 7,731 7,141 7,348
Other Deferred Assets 24,365 23,722 23,594
Total Deferred Assets 57,572 58,070 57,203
TOTAL $231,331 $218,391 $232,108
(The accompanying notes are an integral part of these statements.)
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in Thousands)
June 30, December 31,
1997 1996 1996
CAPITALIZATION AND LIABILITIES:
Capitalization:
Common Stock Equity $68,756 $64,951 $67,974
Preferred Stock, Non-Redeemable,
Non-Cumulative 225 225 225
Preferred Stock, Redeemable, Cumulative 3,666 3,666 3,666
Long-Term Debt, Less Current Portion 65,400 62,204 60,917
Total Capitalization 138,047 131,046 132,782
Capitalized Leases, Less Current Portion 4,492 3,585 4,630
Current Liabilities:
Long-Term Debt, Current Portion 4,272 1,262 1,294
Capitalized Leases, Current Portion 923 792 1,000
Accounts Payable 16,091 15,288 15,104
Short-Term Debt 9,625 6,100 21,400
Dividends Declared and Payable 1,673 1,614 191
Refundable Customer Deposits 2,474 1,814 1,585
Taxes (Refundable) Payable (132) (56) (147)
Interest Payable 1,086 1,453 1,484
Other Current Liabilities 2,567 4,169 2,044
Total Current Liabilities 38,579 32,436 43,955
Deferred Liabilities:
Investment Tax Credits 1,522 1,705 1,610
Other Deferred Liabilities 8,128 8,786 8,489
Total Deferred Liabilities 9,650 10,491 10,099
Deferred Income Taxes 40,563 40,833 40,642
TOTAL $231,331 $218,391 $232,108
(The accompanying notes are an integral part of these statements.)
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in Thousands)
Six Months Ended June 30,
1997 1996
Net Cash Flow from Operating Activities:
Net Income $4,570 $4,793
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 4,526 4,206
Deferred Taxes 187 392
Amortization of Investment Tax Credit (87) (99)
Provision of Doubtful Accounts 416 476
Amortization of Debt Issuance Costs 28 28
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable 273 17
Materials and Supplies 201 82
Prepayments and Prepaid Pension (605) (760)
Accrued Revenue 2,687 (1,202)
Increase (Decrease) in:
Accounts Payable 987 723
Refundable Customer Deposits 889 (424)
Taxes and Interest Accrued (383) (245)
Other, Net (911) 840
Net Cash Provided by Operating Activities 12,778 8,827
Net Cash Flows from Investing Activities:
Acquisition of Property, Plant and Equip. (5,863) (10,119)
Net Cash Used in Investing Activities (5,863) (10,119)
Cash Flows from Financing Activities:
Net (Decrease) Increase in Short-Term Debt (11,775) 3,400
Net Increase (Decrease) in Long-Term Debt 7,461 (39)
Dividends Paid (3,066) (2,991)
Issuance of Common Stock 573 524
Retirement of Preferred Stock 0 (108)
Repayment of Capital Lease Obligations (259) (354)
Net Cash Flows from Financing Activities (7,066) 432
Net Increase (Decrease) in Cash (151) (860)
Cash at Beginning of Year 2,903 3,398
Cash at June 30, $2,752 $2,538
Supplemental Cash Flow Information:
Cash Paid for:
Interest Paid $3,800 $2,893
Federal Income Taxes Paid $1,960 $2,232
Non-Cash Financing Activities:
Capital Leases Incurred $0 $256
(The accompanying notes are an integral part of these statements.)
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1.
Dividends Declared Per Share:
Three regular quarterly common stock dividends were declared during
the six month periods ended June 30, 1997 and 1996.
Common Stock Dividend:
On June 5, 1997, the Company's Board of Directors declared its
regular quarterly dividend on the Company's Common Stock of $0.335 per share
which is payable on August 15, 1997 to shareholders of record as of August 1,
1997.
On March 6, 1997, the Company's Board of Directors declared its
regular quarterly dividend on the Company's Common Stock of $0.335 per share
which was payable on May 15, 1997 to shareholders of record as of May 1, 1997.
On January 21, 1997, the Company's Board of Directors approved a 1.5%
increase to the dividend rate on its common stock. The new regular dividend
rate of $0.335 per share was payable February 14, 1997 to shareholders of
record as of January 31, 1997.
Note 2.
Common Stock:
During the second quarter of 1996, the Company sold 17,919 shares of
Common Stock, at an average price of $18.95 per share, in connection with its
Dividend Reinvestment and Stock Purchase Plan and its 401(k) plans. Net
proceeds of $339,496 were used to reduce short-term borrowings.
Note 3.
Preferred Stock:
Details on preferred stock at June 30, 1997, June 30, 1996 and
December 31, 1996 are shown below:
(Amounts in Thousands)
June 30, December 31,
1997 1996 1996
Preferred Stock:
Non-Redeemable, Non-Cumulative,
6%, $100 Par Value $225 $225 $225
Redeemable, Cumulative,
$100 Par Value:
8.70% Series 215 215 215
5% Dividend Series 91 91 91
6% Dividend Series 168 168 168
8.75% Dividend Series 344 344 344
8.25% Dividend Series 406 406 406
5.125% Dividend Series 1,035 1,035 1,035
8% Dividend Series 1,407 1,407 1,407
Total Redeemable Preferred Stock 3,666 3,666 3,666
Total Preferred Stock $3,891 $3,891 $3,891
Note 4.
Long-term Debt:
Details on long-term debt at June 30, 1997, June 30, 1996 and
December 31, 1996 are shown below:
(Amounts in Thousands)
June 30, December 31,
1997 1996 1996
Concord Electric Company:
First Mortgage Bonds:
Series C, 6 3/4%, due January 15, 1998 $1,520 $1,552 $1,552
Series H, 9.43%, due September 1, 2003 5,850 6,500 5,850
Series I, 8.49%, due October 14, 2024 6,000 6,000 6,000
Exeter & Hampton Electric Company:
First Mortgage Bonds:
Series E, 6 3/4%, due January 15, 1998 497 504 504
Series H, 8.50%, due December 15, 2002 805 910 805
Series J, 9.43%, due September 1, 2003 4,500 5,000 4,500
Series K, 8.49%, due October 14, 2024 9,000 9,000 9,000
Fitchburg Gas and Electric Light Company:
Promissory Notes:
8.55% Notes due March 31, 2004 15,000 15,000 15,000
6.75% Notes due November 30, 2023 19,000 19,000 19,000
Unitil Realty Corp.
Senior Secured Notes:
8.00% Notes Due August 1, 2017 7,500 0 0
Total 69,672 63,466 62,211
Less: Installments due within one year 4,272 1,262 1,294
Total Long-term Debt $65,400 $62,204 $60,917
Note 5.
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the consolidated financial
position as of June 30, 1997 and 1996; and results of operations for the
three and six months ended June 30, 1997 and 1996; and consolidated
statements of cash flows for the six months ended June 30, 1997 and 1996.
Reclassifications of amounts are made periodically to previously issued
financial statements to conform with the current year presentation.
The results of operations for the six months ended June 30, 1997 and 1996
are not necessarily indicative of the results to be expected for the full year.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
EARNINGS
Earnings per average common share were $1.01 for the first six months
of 1997, versus $1.07 for the first six months of 1996. This decrease of
$0.06 per share, or 6%, was due to lower electric and gas base revenues
billed during the winter months. Lower Electric and Gas Sales through June
reflect milder weather in the first quarter of 1997, which was 12% warmer
than the first quarter of 1996. The weather during the second quarter was
closer to normal, with a warmer than usual June, and sales rebounded to
match the second quarter levels achieved last year.
Earnings for the six months ended June 30, 1997 reflect lower
operation and maintenance expenses and earnings for the six months ended
June 30, 1996 reflect a one-time gain realized from the eminent domain
taking of the Company's former corporate headquarters by the State of New
Hampshire . These contributions to earnings were offset by higher
depreciation, interest and property tax expenses in 1997, and by a one-time
charge to earnings for increased expenses associated with the Company's
participation in the New Hampshire Electric Retail Competition Pilot Program
in 1996.
Total operating revenues for the Unitil System of companies increased
1.4% to $85.9 million in the first six months of 1997 from $84.8 million in
the first six months of 1996 as a result of higher fuel and purchased power
revenues. Fuel and purchased power revenues are collected from customers as
a separate component of their monthly bill, and do not affect net income as
they normally mirror changes in fuel and purchased power costs.
Base revenues are operating revenues which the Company realizes in
addition to fuel, purchased power and cost of gas revenues and which have a
direct impact on net income. Base revenues declined during the first six
months of 1997 by 1.4% to $28.1 million from $28.5 million in the first six
months of 1996. The impact on earnings of lower base revenues during the
first six months of 1997 was a decline of approximately $0.06 per share
versus the first six months of 1996. This decline was attributable to lower
firm gas sales in the first quarter due to the milder winter weather.
The Energy Sales table on the following page shows energy consumption
by customer class for the three and six months ended June 30, 1997 and 1996.
Consumption of electricity by residential customers was up 2% over the second
quarter last year. As previously reported, a major Industrial customer
curtailed its operations in the fall of 1996, and has informed the Company
that it does not plan to be back to full operation before the end of the
year. Lower kWh sales to this customer contributed to the decrease in Large
Commercial /Industrial sales through the first six months of 1997. However,
Large Commercial/ Industrial sales were boosted during the same period due
to the success of the Company's new competitive initiatives, including Energy
Bank, which added three new industrial customers in 1997.
In the second quarter of 1997, the Company completed the long-term
financing, for $7.5 million, of its new corporate headquarters building in
Hampton, New Hampshire.
Earnings per average common share for the twelve months ended
June 30, 1997 and 1996 were $1.88 and $2.00 respectively. The decrease of
$0.12 per share is primarily attributable to higher depreciation and
interest expenses in the current period related to capitalized lease
obligations and the Company's ongoing capital expenditure programs and the
absence of the one-time gain and higher consulting income recorded in the
prior period.
Energy Sales
Three Months Ended Six Months Ended
KWH Sales (000's) 6/30/97 6/30/96 6/30/97 6/30/96
Residential 120,146 117,797 269,642 272,369
Commercial 89,779 90,103 188,832 190,114
Large Commercial / Industrial 136,566 155,848 268,599 298,811
Other Sales 2,748 2,807 5,692 5,806
Total KWH Sales 349,239 366,555 732,765 767,100
Firm Therm Sales (000's)
Residential 3,040 2,937 8,806 9,505
Commercial 912 875 3,409 3,616
Large Commercial / Industrial 1,223 1,153 3,214 3,175
Total Firm Therm Sales 5,175 4,965 15,429 16,296
Operating Revenues ($000's)
Three Months Ended Six Months Ended
6/30/97 6/30/96 6/30/97 6/30/96
Base Electric Revenue 11,514 11,499 23,807 23,936
Fuel & Purchased Power 25,385 24,852 51,151 49,111
Total Electric Revenue 36,899 36,351 74,958 73,047
Base Gas Revenue 1,427 1,408 4,260 4,521
Cost of Gas 1,614 1,764 5,554 5,864
Interruptible Revenue 661 1,081 1,154 1,317
Total Gas Revenue 3,702 4,253 10,968 11,702
Other Revenue 13 7 21 30
Total Operating Revenue 40,614 40,611 85,947 84,779
RESTRUCTURING AND COMPETITION - ELECTRIC UTILITY INDUSTRY
Regulatory activity in both New Hampshire and Massachusetts continues
to focus on deregulating the retail sale of electric energy. In both states,
January 1, 1998 has been targeted as the beginning of competition, or
"Choice Date." Under these restructuring proposals, customers would be
allowed to choose their supplier of electricity from the competitive market,
and have their local utility deliver that electricity over its distribution
systems at regulated rates.
New Hampshire
On February 28, 1997, the New Hampshire Public Utilities Commission
(NHPUC) issued its Final Plan for transition to a competitive electric
market in New Hampshire. The order allowed Concord Electric Company (CECo)
and Exeter & Hampton Electric Company (E&H), Unitil's New Hampshire based
retail distribution utilities, to recover 100% of costs which will be
"stranded" due to this restructuring. Due to an appeal by Northeast
Utilities (NU), this Plan is under a temporary restraining order in Federal
Court. On May 13, 1997, NU and the NHPUC agreed to mediation in an effort
to resolve restructuring issues. As mediation progresses, the mediation
period has been extended to September 2, 1997. Unitil, which has been
granted intervenor status in the NU court actions, continues to participate
actively in all proceedings which will define the details of the transition
to competition and customer choice.
Unitil Resources, Inc., the Company's competitive market subsidiary,
continues to participate in the New Hampshire Retail Competition Pilot
Program, which began in June 1996.
Massachusetts
On February 26, 1997, the Massachusetts Department of Public
Utilities (MDPU) approved a restructuring plan filed by the New England
Electric System, Massachusetts Attorney General (Mass AG), the Massachusetts
Division of Energy Resources and numerous other parties. Under this
settlement, consumers will be allowed to choose an electricity supplier as
early as January 1, 1998, and will receive a 10% reduction on their electric
bills. The settlement requires the utility to divest all its generation
plant, and provides the utility with the opportunity to fully recover all of
its stranded costs. Two other settlement agreements have been reached in
principle with the Mass AG and other Massachusetts electric utilities. The
Company is currently developing a transition plan for its Massachusetts
utility subsidiary and exploring the use of the settlement process to
expedite its restructuring process. Each of the settlements reached are
subject to restructuring legislation that may be enacted by the Massachusetts
Legislature.
MILLSTONE UNIT NO. 3
Unitil's Massachusetts operating subsidiary, Fitchburg Gas and
Electric Light Company (FG&E), has a 0.217% nonoperating ownership in the
Millstone Unit No. 3 (Millstone 3) nuclear generating unit which supplies it
with 2.49 megawatts (MW) of electric capacity. In January 1996 the Nuclear
Regulatory Commission (NRC) placed Millstone 3 on its watch list as a
Category 2 facility, which calls for increased NRC inspection attention. In
March 1996 the NRC requested additional information about the operation of
the unit from Northeast Utilities (NU) and affiliates, who operate the unit. As
a result of an engineering evaluation completed by NU, Millstone 3 was taken
out of service on March 30, 1996. The NRC later informed NU, in a letter
dated June 28, 1996, that it had reclassified Millstone 3 as a Category 3
facility. The NRC assigns this rating to plants which it deems to have
significant weaknesses that warrant maintaining the plant in shutdown
condition until the operator demonstrates that adequate programs have been
established and implemented to ensure substantial improvement in the
operation of the plant. The NRC's letter also informed NU that this
designation would require the NRC staff to obtain NRC approval by vote prior
to a restart of the unit. The other Millstone nuclear units are also out of
service and listed as Category 3 facilities.
In March 1997, NU announced that Millstone 3 has been designated as
the lead unit in the recovery process for the Millstone units, and plans to
have one unit ready for restart in the third quarter of 1997, and back on
line by the end of 1997. In May 1997, NU announced that it has completed
all work necessary to allow the Independent Corrective Action Verification
Process (ICAVP) to begin. The ICAVP is the NRC's independent method of
checking the quality and thoroughness of work to assure that the corrective
action process is effective.
On August 7, 1997, FG&E in concert with other nonoperating owners of
the Millstone 3 facility, filed in Massachusetts a lawsuit against Northeast
Utilities and its trustees and filed a demand for arbitration with the
operating owners, Connecticut Light and Power and Massachusetts Electric
Company. The arbitration and lawsuit seek to recover costs associated with
replacement power and operation and maintenance costs resulting from the
shutdown of Milllstone 3. FG&E continues to make all payments to NU for
operation of the plant and in support of the restart effort. During the
outage, FG&E has been incurring approximately $35,000 per month in
replacement power costs.
CAPITAL REQUIREMENTS
Capital expenditures for the three months ended June 30, 1997 were
approximately $5,900,000. This compares to $10,100,000 during the same
period last year. Capital expenditures for the year 1997 are estimated to
be approximately $13,300,000 as compared to $18,500,000 for 1996. This
projection reflects capital expenditures for utility system expansions,
replacements and other improvements.
LEGAL PROCEEDINGS
The Company is involved in legal and administrative proceedings and
claims of various types which arise in the ordinary course of business. In
the opinion of the Company's management, based upon information furnished by
counsel and others, the ultimate resolution of these claims will not have a
material impact on the Company's financial position.
MANAGEMENT
On May 18, 1997, following a sudden illness, Unitil Chairman and
Chief Executive Officer Peter J. Stulgis passed away. Mr. Stulgis was a man
of vision, insight, purpose and resolve. He dedicated these considerable
qualities to the dynamic leadership of the Company, and we greatly regret
his passing. As an interim measure, the Board of Directors has created an
Office of the Chairman to carry out the management of the Company. Appointed
to this newly created office are: Charles H. Tenney II, Interim Chief
Executive Officer; Michael J. Dalton, President and Chief Operating Officer;
and Gail A. Siart, Chief Financial Officer. In addition, the Board has
authorized the Executive Committee to conduct a search to fill the vacancy
created by the death of Mr. Stulgis.
PART I. EXHIBIT 11.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
COMPUTATION OF EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING
(UNAUDITED)
(Amounts in Thousands, except Shares and Per Share Data)
Three Months Ended Six Months Ended
PRIMARY June 30, June 30,
EARNINGS PER SHARE 1997 1996 1997 1996
Net Income $1,655 $1,597 $4,570 $4,793
Less: Dividend Requirement
on Preferred Stock 69 67 138 138
Net Income Applicable
to Common Stock $1,586 $1,530 $4,432 $4,655
Average Number of Common
Shares Outstanding 4,404,558 4,344,380 4,397,062 4,339,332
Earnings Per Common Share $0.36 $0.35 $1.01 $1.07
Three Months Ended Six Months Ended
FULLY-DILUTED June 30, June 30,
EARNINGS PER SHARE 1997 1996 1997 1996
Net Income $1,655 $1,597 $4,570 $4,793
Less: Dividend Requirement
on Preferred Stock 69 67 138 138
Net Income Applicable
to Common Stock $1,586 $1,530 $4,432 $4,655
Average Number of Common
Shares Outstanding 4,515,672 4,454,049 4,508,176 4,453,385
Earnings Per Common Share $0.35 $0.34 $0.98 $1.05
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. Description of Exhibit Reference
11 Computation in Support of
Earnings Per Average Common Share Filed herewith
(b) Reports on Form 8-K
During the quarter ended June 30, 1997, the Company did not
file any reports on Form 8-K.
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.
Unitil Corporation
(Registrant)
Date: August 13, 1997 Gail A. Siart
Gail A. Siart, Treasurer
and Chief Financial Officer
(Gail A. Siart is the Principal
Financial Officer and has been
duly authorized to sign on
behalf of the registrant.)