SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 29, 1996
Commission file number 0-14140
First Albany Companies Inc.
(Exact name of registrant as specified in its charter)
New York 22-2655804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 South Pearl Street, Albany, NY 12207
(Address of principal executive offices) (Zip Code)
(518) 447-8500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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 (1) No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
4,511,689 Shares of Common Stock were outstanding as of the close of
business on April 23, 1996.
FIRST ALBANY COMPANIES INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PAGE
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Financial
Condition at March 29, 1996 and
September 29, 1995..................... 3
Condensed Consolidated Statements of Operations
for the Three Months and Six Months Ended
March 29, 1996 and March 31, 1995...... 4
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended March 29, 1996
and March 31, 1995..................... 5
Notes to Condensed Consolidated Financial
Statements............................. 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................... 9-15
Part II - Other Information
Item 1. Legal Proceedings..................... 16
Item 6. Exhibits and Reports on Form 8-K...... 17-18
[CAPTION]
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 29, September 29,
1996 1995
(In thousands of dollars) (Unaudited)
Assets
Cash and cash equivalents $ 2,970 $ 3,253
Cash segregated under federal regulations 2,900
Securities borrowed 258,469 376,919
Receivables from
Brokers, dealers and clearing agencies 8,463 1,889
Customers 98,435 88,610
Others 12,865 4,965
Securities owned 75,137 56,025
Office equipment and leasehold
improvements, net 7,485 6,062
Other assets 11,454 5,532
Total assets $478,178 $543,255
Liabilities and Stockholders' Equity
Liabilities
Short-term bank loans $ 95,587 $ 53,288
Securities loaned 266,756 388,523
Payables to
Brokers, dealers and clearing agencies 8,658 3,104
Customers 34,916 38,335
Others 6,531 4,135
Securities sold but not yet purchased 9,874 3,892
Accounts payable 2,061 1,696
Accrued compensation 6,442 8,108
Accrued expenses 3,091 4,191
Note payable 5,500 1,791
Total liabilities 439,416 507,063
Commitments and Contingencies
Stockholders' Equity
Common stock 49 49
Additional paid-in-capital 20,676 20,257
Retained earnings 20,623 17,822
Less treasury stock at cost (2,586) (1,936)
Total stockholders' equity 38,762 36,192
Total liabilities and stockholders' equity $478,178 $543,255
See notes to the condensed consolidated financial statements.
[CAPTION]
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands of dollars Three Months Ended Six Months Ended
except for per share March 29, March 31, March 29, March 31,
and outstanding share amounts) 1996 1995 1996 1995
Revenues
Commissions $ 11,144 $ 7,338 $ 20,783 $ 13,925
Principal transactions 16,188 10,870 28,510 21,568
Investment banking 4,295 2,052 9,730 5,802
Interest 6,439 5,811 14,577 12,048
Fees and other 2,224 1,813 4,094 3,366
Total revenues 40,290 27,884 77,694 56,709
Interest expense 4,954 4,173 11,585 8,724
Net revenues 35,336 23,711 66,109 47,985
Expenses (excluding interest)
Compensation and benefits 24,345 16,489 44,778 33,389
Clearing, settlement and
brokerage costs 635 508 1,248 1,001
Communications and data processing 2,513 1,827 4,778 3,641
Occupancy and depreciation 1,857 1,685 3,699 3,278
Selling 1,503 1,154 3,066 2,304
Other 1,626 1,331 3,201 2,376
Total expenses (excluding interest) 32,479 22,994 60,770 45,989
Income before income taxes 2,857 717 5,339 1,996
Income tax expense 1,103 205 2,032 641
Net income $ 1,754 $ 512 $ 3,307 $ 1,355
Net income per common and
common equivalent share:
Primary $ 0.34 $ 0.10 $ 0.64 $ 0. 28
Fully diluted 0.34 0.10 0.64 0. 28
Weighted average common
and common equivalent
shares outstanding:
Primary 5,186,471 4,932,294 5,134,778 4,904,371
Fully diluted 5,186,471 4,935,719 5,167,205 4,906,084
Dividend per common share
outstanding $ 0.05 $ 0.05 $ 0.10 $ 0. 10
See notes to the condensed consolidated financial statements.
[CAPTION]
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
Six Months Ended
March 29, March 31,
(In thousands of dollars) 1996 1995
Cash flows from operating activities:
Net income $ 3,307 $ 1,355
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,431 1,098
(Increase) decrease in operating assets:
Cash and securities segregated under
federal regs (2,900)
Net receivable from customers (13,244) (3,780)
Net receivable from others (5,504)
Securities owned, net (13,131) (28,284)
Other assets (5,921) (115)
Increase (decrease) in operating
liabilities:
Securities loaned, net (3,317) 8,447
Net payable to brokers, dealers, and
clearing agencies (1,020) 267
Net payable to others 21,599
Accounts payable and accrued expenses (2,401) (5,375)
Net cash used in operating activities (42,700) (4,788)
Cash flows from investing activities:
Purchase of furniture, equipment, and
leaseholds (2,854) (1,532)
Net cash used in investing activities (2,854) (1,532)
Cash flows from financing activities:
Proceeds (payments) of short-term bank
loans 42,299 4,290
Payments of subordinated notes
Proceeds (payments) of notes payable 3,709 1,969
Payments for purchases of common stock
for treasury (1,245)
Proceeds from issuance of common stock
from treasury 263 242
Proceeds from issuance of restricted
stock 688
Dividends paid (443) (397)
Net cash provided by financing activities 45,271 6,104
Increase (Decrease) in cash (283) (216)
Cash at beginning of the year 3,253 3,165
Cash at end of period $ 2,970 $ 2,949
Supplemental disclosures of cash flow information: Income tax payments
totaled $2,226 in 1996 and $563 in 1995. Interest payments totaled $10,790
in 1996 and $8,419 in 1995.
See notes to the condensed consolidated financial statements.
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, including only normal,
recurring adjustments, necessary for a fair presentation of results for such
periods. The results for any interim period are not necessarily indicative
of results for the full year. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted. These
consolidated financial statements should be read in conjunction with
financial statements and notes for the year ended September 29, 1995.
2. Cash Segregated Under Federal Regulations
Cash has been segregated in special reserve bank accounts for the exclusive
benefit of customers under Rule 15c3-3 of the Securities and Exchange
Commission.
3. Receivables from Others
Amounts receivable from others as of:
March 29, September 29,
(In thousands of dollars) 1996 1995
Adjustment to record securities owned on
a trade date basis, net $ 7,173
Others 5,692 $ 4,965
Total $ 12,865 $ 4,965
For proprietary securities transactions, amounts receivable and payable
for securities transactions that have not reached their contractual
settlement date are recorded net on the statement of financial condition.
4. Note Payable
The note payable consists of a note for $5,500,000, which is collateralized
by fixed assets, is payable in monthly principal payments of $114,583 plus
interest commencing May 1, 1996. The interest rate varies with the 90-day
United States Treasury Securities Rate (5.18% plus 2.5% on March 29, 1996).
The note matures April 30, 2000.
5. Contingencies
In the normal course of business, the Company has been named a defendant,
or otherwise has possible exposure, in several claims. Certain of these
are class actions which seek unspecified damages that could be substantial.
Although there can be no assurance as to the eventual outcome of litigation
in which the Company has been named as a defendant or otherwise has
possible exposure, the Company has provided for those actions most likely
to result in adverse dispositions. Although further losses are possible,
the
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
opinion of management, based upon the advice of its attorneys and general
counsel, is that such litigation will not, in the aggregate, have a material
adverse effect on the Company's liquidity or financial position, although it
could have a material effect on quarterly or annual operating results in the
period in which it is resolved.
6. Stockholders' Equity
On October 26, 1995, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the fourth quarter, ended September 29, 1995,
along with a 5% stock dividend. Both were payable on November 22, 1995, to
shareholders of record on November 8, 1995.
On February 1, 1996, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the first quarter, ended December 31, 1995,
payable on February 23, 1996, to shareholders of record on February 9, 1996.
On April 26, 1996, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the second quarter, ended March 29, 1996,
along with a 5% stock dividend. Both were payable on May 20, 1996, to
shareholders of record on May 6, 1996.
On March 26, 1996, the Company repurchased 124,050 shares of it's common
stock for $1.2 million. When appropriate, the Company will consider making
additional purchases.
7. Net Income Per Common and Common Equivalent Share
Net income per common and common equivalent share for both the primary and
fully diluted computation have been based upon the weighted average number of
common shares and the dilutive common stock equivalents outstanding. The
dilutive effect of the common stock equivalents was determined using the
treasury stock method.
Net income per common and common equivalent share, along with both the
primary and fully dilutive weighted average common and common equivalent
shares outstanding, have been adjusted to reflect all of the 5% stock
dividends declared, including the 5% stock dividend declared on April 26,
1996, payable on May 20, 1996.
8. Net Capital Requirements
The Company's broker-dealer subsidiary, First Albany Corporation, is
subject to the Securities and Exchange Commission's Uniform Net Capital Rule
which requires the maintenance of a minimum net capital as calculated and
defined by the Rule. As of March 29, 1996, the broker-dealer subsidiary had
aggregate net capital, as defined, of $15,325,000-exceeding the required net
capital by $13,253,000.
9. Market Value of Financial Instruments
The financial instruments of the Company are reported on the Statement of
Financial Condition at market or fair value or at carrying amounts that
approximate fair value with the exception of securities not readily
marketable owned by First Albany Companies Inc., which are recorded at cost
of approximately $1,225,000. The market value of securities which are
carried at cost, approximates $5,650,000. The fair
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
value of other financial assets and liabilities (consisting primarily of
receivable from and payable to brokers dealers, clearing agencies, customers,
securities borrowed and loaned, and bank loans payable) are considered to
approximate the carrying value due to the short-term nature of the financial
instruments.
10. New Accounting Pronouncements
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FAS 123). FAS 123 establishes a fair value-based method of
accounting for stock-based compensation plans. Entities may either adopt FAS
123 or elect to continue accounting for the issuance of stock under
compensation plans in accordance with APB Opinion No. 25, "Accounting for
Stock Issued to Employees." The Company has not yet selected the accounting
method it will use to account for stock-based compensation plans, and has not
measured the impact of changing its method from APB Opinion No. 25 to FAS 123.
11. Subsequent Event
In April 1996, the Company entered into an agreement for the purchase of
stock of Mechanical Technology Incorporated (MTI). On May 7, 1996, the
Company acquired 909,091 share of MTI, raising its' percentage of ownership in
MTI from 4% to 29%.
[CAPTION]
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1996 VS. 1995
1996 vs.
Three Months Ended 1995 Percentage
March 29, March 31, Increase Increase
(In thousands of dollars) 1996 1995 (Decrease) (Decrease)
Revenues
Commissions $ 11,144 $ 7,338 $ 3,806 52%
Principal transactions 16,188 10,870 5,318 49%
Investment banking 4,295 2,052 2,243 109%
Interest income 6,439 5,811 628 11%
Fees and others 2,224 1,813 411 23%
Total revenues 40,290 27,884 12,406 44%
Interest expense 4,954 4,173 781 19%
Net revenues 35,336 23,711 11,625 49%
Expenses (excluding interest)
Compensation and benefits 24,345 16,489 7,856 48%
Clearing, settlement and
brokerage cost 635 508 127 25%
Communications and data processing 2,513 1,827 686 38%
Occupancy and depreciation 1,857 1,685 172 11%
Selling 1,503 1,154 349 30%
Other 1,626 1,331 295 22%
Total expenses (excluding interest) 32,479 22,994 9,485 41%
Income before income taxes 2,857 717 2,140 298%
Income tax expense 1,103 205 898 438%
Net income $ 1,754 $ 512 $ 1,242 243%
Net interest income
Interest income $ 6,439 $ 5,811 $ 628 11%
Interest expense 4,954 4,173 781 19%
Net interest income $ 1,485 $ 1,638 $ (153) (9)%
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position
and results of operations during the periods included in the accompanying
condensed consolidated financial statements.
Business Environment
First Albany Corporation, a wholly owned subsidiary of First Albany
Companies Inc. (the Company), is a full service investment banking and
brokerage firm. Its primary business includes the underwriting,
distribution, and trading of fixed income and equity securities. The
investment banking and brokerage business earns revenues in direct
correlation with the general level of trading activity in the stock and bond
markets. This level of activity cannot be controlled by the Company;
however, many of the Company's costs are fixed. Therefore, the Company's
earnings, like those of others in the industry, reflect the activity in the
markets and can fluctuate accordingly.
Results of Operations
Three Months Periods Ended March 29, 1996 and March 31, 1995
Net Income
Net income for the quarter ended March 29,1996 , was $1.8 million or
$0.34 per share compared to $0.5 million or $0.10 per share a year ago. This
quarter's gains reflect significant increase in both the firm's institutional
and retail revenues in the second quarter of fiscal 1996 compared to the
second fiscal quarter of 1995. Revenues more than tripled in the equity
capital markets division, nearly doubled in the fixed income capital markets
division and increased over 40% in the retail division
Commissions
Commission revenues increased $3.8 million or 52% in this year's second
quarter reflecting active trading in all major markets. Revenues from listed
and over-the-counter agency stock commissions increased $2.2 million or 42%
with mutual fund commission revenues increasing $1.4 million or 77%.
Principal Transactions
Principal transactions increased $5.3 million or 49% in this year's second
quarter. This was comprised of an increase in equity securities of $3.8
million, an increase in taxable fixed income of $2.1 million and a decrease
in municipal bonds of $0.6 million.
Investment Banking
Investment banking revenues increased $2.2 million or 109% in this year's
second quarter. Revenues from selling concessions were up $1.8 million
(equities increased $1.4 million, municipals increased $0.3 million and
taxable fixed income increased $0.1 million), underwriting fees increased
$0.3 (primarily equities), and investment banking fees increased $0.1
million (corporate finance fees increased $ 0.3 million while municipal
finance fees decreased $0.2 million).
Fees and Others
Fees and other revenues increased $0.4 million or 23% reflecting
increased service charge income and financial service revenues.
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1996 VS. 1995
Compensation and Benefits
Compensation and benefits increased $7.9 million or 48% due primarily to
the increase in revenues. Sales-related compensation increased $7.0 million,
salaries increased $0.8 million, and benefits increased $0.1 million.
Communications and Data Processing
Communications and data processing increased $0.7 million or 38% in the
second quarter. Communication expense increased $0.6 million due mainly to
increased personnel and sales activity in the firm's equity capital market
division. Data processing expense increased $0.1 million due primarily to
higher transaction volumes.
Selling
Selling expense increased $0.3 million or 30% mainly reflecting higher
promotional related costs resulting from increase sales activity in the
firm's equity capital market division.
Income Taxes
Income taxes increased $0.9 million in this year's second quarter due
to an increase in pre-tax earnings. The Company's effective tax rate
increased to 39% from 29% as a result of a decreased proportion of tax
exempt income to income before taxes.
[CAPTION]
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1996 VS. 1995
1996 vs.
Six Months Ended 1995 Percentage
March 29, March 31, Increase Increase
(In thousands of dollars) 1996 1995 (Decrease) (Decrease)
Revenues
Commissions $ 20,783 $ 13,925 $ 6,858 49%
Principal transactions 28,510 21,568 6,942 32%
Investment banking 9,730 5,802 3,928 68%
Interest income 14,577 12,048 2,529 21%
Fees and others 4,094 3,366 728 22%
Total revenues 77,694 56,709 20,985 37%
Interest expense 11,585 8,724 2,861 33%
Net revenues 66,109 47,985 18,124 38%
Expenses (excluding interest)
Compensation and benefits 44,778 33,389 11,389 34%
Clearing, settlement and
brokerage cost 1,248 1,001 247 25%
Communications and data processing 4,778 3,641 1,137 31%
Occupancy and depreciation 3,699 3,278 421 13%
Selling 3,066 2,304 762 33%
Other 3,201 2,376 825 35%
Total expenses (excluding interest) 60,770 45,989 14,781 32%
Income before income taxes 5,339 1,996 3,343 167%
Income tax expense 2,032 641 1,391 217%
Net income $ 3,307 $ 1,355 $ 1,952 144%
Net interest income
Interest income $ 14,577 $ 12,048 $ 2,529 21%
Interest expense 11,585 8,724 2,861 33%
Net interest income $ 2,992 $ 3,324 $ (332) (10)%
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Six Month Period Ended March 29, 1996 and March 31, 1995
Net Income
Net income for the six months ended March 29,1996, was $3.3 million or
$0.64 per share compared to $1.4 million or $0.28 per share a year ago
Commissions
Commission revenues increased $6.9 million or 49% in this year's six month
period reflecting active trading in all major markets. Revenues from listed
and over-the-counter agency commissions increased $4.2 million or 43% with
mutual fund commission revenues increasing $2.4 million or 67%.
Principal Transactions
Principal transactions increased $6.9 million or 32% in this year's first
six months. This was comprised of an increase in equity securities of $5.0
million, an increase in taxable fixed income of $2.2 million and a decrease
in municipal bonds of $0.3 million.
Investment Banking
Investment banking revenues increased $3.9 million or 68% in this year's
first six months. Revenues from selling concessions were up $2.9 million
(equities increased $1.9 million, municipals increased $0.5 million and
taxable fixed income increased $0.5 million), underwriting fees increased
$0.9 (primarily equities), and investment banking fees increased $0.1
million (corporate finance fees increased $ 0.2 million while municipal
finance fees decreased $0.1 million).
Fees and Others
Fees and other revenues increased $0.7 million or 22% reflecting
increased service charge income and financial service revenues.
Compensation and Benefits
Compensation and benefits increased $11.4 million or 34% due primarily to
the increase in revenues. Sales-related compensation increased $9.3 million,
salaries increased $1.7 million, and benefits increased $0.4 million.
Communications and Data Processing
Communications and data processing increased 1.1 million or 31% in this
year's first six months. Communication expense increased $0.9 million due
to increase sales activity in the firm's equity capital market division.
Data processing expense increased $0.2 million due primarily to a greater
number of transactions.
Selling
Selling expense increased $0.8 million or 33% mainly reflecting higher
promotional related costs mainly resulting from increase sales activity in
the firm's equity capital market division.
Other
Other expense increased $0.8 million or 35% in the first quarter partially
due to an increase in consulting costs.
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
A substantial portion of the Company's assets, similar to other brokerage
and investment banking firms, is liquid, consisting of cash and assets
readily convertible into cash. These assets are financed primarily by the
Company's interest-bearing and non-interest-bearing payables to customers,
payables to brokers and dealers secured by loaned securities and bank lines-
of-credit. Securities borrowed and securities loaned will fluctuate due
primarily to the current level of business activity in this area. Receivables
from others increased due primarily to a increase in the adjustment to record
securities owned on a trade date basis. Short term bank loans increased due
primarily to an increase in securities owned, receivables from customers and
receivables from others. The Company's broker-dealer subsidiaries-First
Albany Corporation and Northeast Brokerage Services Corp.-at March 29, 1996
were in compliance with the net capital requirements of the Securities and
Exchange Commission (SEC); and had capital in excess of the minimum required.
Management believes that funds provided by operations and a variety of
committed and uncommitted bank lines-of-credit--totaling $152,375,000 of which
approximately $56,788,000 were unused as of March 29, 1996--will provide
sufficient resources to meet present and reasonably foreseeable short-term
financing needs.
On October 26, 1995, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the fourth quarter, ended September
29, 1995, along with a 5% stock dividend, both payable on November 22, 1995,
to shareholders of record on November 8, 1995.
On February 1, 1996, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the first quarter, ended December
31, 1995, payable on February 23, 1996, to shareholders of record on February
9, 1996.
On April 26, 1996, the Board of Directors declared the regular quarterly
dividend of $0.05 per share for the second quarter, ended March 29, 1996,
along with a 5% stock dividend. Both were payable on May 20, 1996, to
shareholders of record on May 6, 1996.
The Company believes that funds provided by operations will also provide
sufficient resources to fund the acquisition of office equipment and
leasehold improvements, current long-term loan repayment requirements, and
other long-term requirements.
Part II Other Information
Item 1. Legal Proceedings
In the normal course of business, the Company has been named a defendant,
or otherwise has possible exposure, in several claims. Certain of these
are class actions which seek unspecified damages that could be substantial.
Although there can be no assurance as to the eventual outcome of litigation
in which the Company has been named as a defendant or otherwise has possible
exposure, the Company has provided for those actions most likely to result in
adverse dispositions. Although further losses are possible, the opinion of
management, based upon the advice of its attorneys and general counsel, is
that such litigation will not, in the aggregate, have a material adverse
effect on the Company's liquidity or financial position, although it could
have a material effect on quarterly or annual operating results in the period in
which it is resolved.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(11) Statement Re: Computations of per share earnings.
(27) Selected Financial Data Schedule BD
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the quarter ended
March 29, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
First Albany Companies Inc.
(Registrant)
Date: /s/ Alan P. Goldberg
Alan P. Goldberg
President/Director
Date: /s/ David J. Cunningham
David J. Cunningham
Vice President and Chief Financial Officer
(Principal Accounting Officer)