SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ___________ FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________________ to _________________ Commission file number 1-9349 ---------- SIZELER PROPERTY INVESTORS, INC. -------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 72-1082589 - ------------------------------- ----------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2542 WILLIAMS BOULEVARD, KENNER, LOUISIANA 70062 - -------------------------------------------------- ----------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (504) 471-6200 - ------------------------------------------------------------------------------ Former name, former address and former fiscal year, if changed since last report. Indicate by Check X 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 --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 7,850,983 shares of Common Stock ($.01 Par Value) were outstanding as of May 10, 1999. Page 1 of 12 Pages Sizeler Property Investors, Inc. and Subsidiaries INDEX Page ---- Part I: Financial Information --------------------- Item 1. Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 Part II: Other Information ----------------- Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 2 PART I FINANCIAL STATEMENTS Item 1. Financial Statements Sizeler Property Investors, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited) March 31 December 31 1999 1998 ------------ ------------ ASSETS Real estate investments: Land $ 50,248,000 $ 49,814,000 Buildings and improvements, net of accumulated depreciation of $58,449,000 in 1999 and $55,964,000 in 1998 221,876,000 222,699,000 Investment in real estate partnership 914,000 913,000 ------------ ------------ 273,038,000 273,426,000 Cash and cash equivalents 944,000 1,150,000 Accounts receivable and accrued revenue, net of allowance for doubtful accounts of $424,000 in 1999 and $423,000 in 1998 2,861,000 2,829,000 Prepaid expenses and other assets 8,659,000 8,481,000 ------------ ------------ Total Assets $285,502,000 $285,886,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Mortgage notes payable $ 89,443,000 $ 89,869,000 Notes payable 51,701,000 49,178,000 Accounts payable and accrued expenses 6,022,000 6,657,000 Tenant deposits and advance rents 873,000 878,000 Minority interest in real estate partnerships 214,000 209,000 ------------ ------------ 148,253,000 146,791,000 Convertible subordinated debentures 62,878,000 62,878,000 ------------ ------------ Total Liabilities 211,131,000 209,669,000 ------------ ------------ SHAREHOLDERS' EQUITY Preferred stock, 6,000,000 shares authorized, none issued -- -- Common stock, par value $.01 per share, 30,000,000 shares authorized, shares issued and outstanding 8,994,000 in 1999 and 8,980,000 in 1998 90,000 90,000 Additional paid-in capital 127,873,000 127,750,000 Accumulated distributions in excess of net earnings (43,823,000) (42,688,000) ------------ ------------ 84,140,000 85,152,000 Treasury shares, at cost, 1,090,000 shares in 1999 and 990,000 shares in 1998 (9,757,000) (8,926,000) Accumulated other comprehensive income (12,000) (9,000) ------------ ------------ Total Shareholders' Equity 74,371,000 76,217,000 ------------ ------------ Total Liabilities and Shareholders' Equity $285,502,000 $285,886,000 ============ ============ See notes to consolidated financial statements. 3 Sizeler Property Investors, Inc. and Subsidiaries Consolidated Statements of Income (Unaudited) Quarter Ended March 31 --------------------------- 1999 1998 ------------ ----------- OPERATING REVENUE Rents and other income $12,384,000 $11,750,000 Equity in income of partnership 31,000 27,000 ------------ ----------- 12,415,000 11,777,000 ------------ ----------- OPERATING EXPENSES Management and leasing fees 671,000 617,000 Utilities 474,000 482,000 Real estate taxes 975,000 876,000 Operations and maintenance 1,891,000 1,706,000 Administrative expenses 685,000 668,000 Other operating expenses 656,000 628,000 Depreciation and amortization 2,639,000 2,503,000 ------------ ----------- 7,991,000 7,480,000 ------------ ----------- INCOME FROM OPERATIONS 4,424,000 4,297,000 ------------ ----------- OTHER INCOME (EXPENSES) Interest, dividends, and other income 12,000 14,000 Interest expense (3,822,000) (3,647,000) ------------ ----------- (3,810,000) (3,633,000) ------------ ----------- NET INCOME $ 614,000 $ 664,000 ============ =========== BASIC AND DILUTED EARNINGS PER SHARE DATA Net income $ 0.08 $ 0.08 ============ =========== See notes to consolidated financial statements. 4 Sizeler Property Investors, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) Quarter Ended March 31 ------------------------ 1999 1998 ---------- ---------- OPERATING ACTIVITIES: Net income $ 614,000 $ 664,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,639,000 2,503,000 Increase in accounts receivable and accrued revenue (32,000) (174,000) Decrease in prepaid expenses and other assets 137,000 48,000 Decrease in accounts payable and accrued expenses (635,000) (286,000) Other, net 69,000 120,000 ---------- ---------- Net Cash Provided by Operating Activities 2,792,000 2,875,000 ---------- ---------- INVESTING ACTIVITIES: Acquisitions of land (434,000) -- Improvements to real estate investments (1,662,000) (2,261,000) ---------- ---------- Net Cash Used in Investing Activities (2,096,000) (2,261,000) ---------- ---------- FINANCING ACTIVITIES: Proceeds from mortgage notes payable and notes payable to banks 10,403,000 10,798,000 Principal payments on mortgage notes payable and notes payable to banks (8,306,000) (8,445,000) Debt issuance costs and mortgage escrow deposits (472,000) (1,487,000) Cash dividends paid (1,750,000) (1,857,000) Issuance of shares pursuant to stock option plans 48,000 50,000 Minority interest in real estate partnerships 5,000 -- Purchases of treasury shares (830,000) -- ---------- ---------- Net Cash Used in Financing Activities (902,000) (941,000) ---------- ---------- Net decrease in cash and cash equivalents (206,000) (327,000) Cash and cash equivalents at beginning of year 1,150,000 1,128,000 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 944,000 $ 801,000 ========== ========== See notes to consolidated financial statements 5 Sizeler Property Investors, Inc. and Subsidiaries Notes to Consolidated Financial Statements March 31, 1999 NOTE A -- BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 1999, are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. The consolidated balance sheet at December 31, 1998, has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Sizeler Property Investors, Inc. Annual Report on Form 10-K for the year ended December 31, 1998. NOTE B -- RECLASSIFICATIONS Certain reclassifications have been made in the 1998 Consolidated Financial Statements to conform with the 1999 financial statement presentation. NOTE C -- EARNINGS PER SHARE (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock that would then share in the earnings of the Company. Below is a reconciliation, for each reporting period, of the basic EPS computation to the diluted EPS computation considering the effect of dilution on shares of common stock. Three Months Ended -------------------------------------- March 31, 1999 March 31, 1998 ----------------- ------------------ Basic EPS 7,959,000 $0.08 8,437,000 $0.08 Effect of dilutive securities: Stock options -- -- 32,000 -- --------- ----- --------- ----- Diluted EPS 7,959,000 $0.08 8,469,000 $0.08 ========= ===== ========= ===== There was no effect on net income per share in the calculation of diluted EPS. NOTE D -- MORTGAGE NOTES PAYABLE The Company's mortgage notes payable are secured by certain land, buildings, and improvements. At March 31, 1999, mortgage notes payable totalled $89.4 million. Individual notes ranged from $3.0 million to $22.0 million, with fixed rates of interest ranging from 6.85% to 10.88%, and maturity dates ranging from December 1, 1999, to January 1, 2013. Net book values of properties securing these mortgage notes payable totalled $130.5 million at March 31, 1999, with individual property net book values ranging from $3.7 million to $32.5 million. 6 NOTE E -- NEW ACCOUNTING PRONOUNCEMENTS Reportable Operating Segments. Effective January 1, 1998, the Company adopted SFAS No. 131, Disclosure About Segments of an Enterprise and Related Information. This Statement establishes standards for the way that public business enterprises report information about operating segments in financial statements. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company is engaged in two operating segments, the ownership and rental of retail shopping center properties and apartment properties. These reportable segments offer different products or services and are managed separately because each requires different operating strategies and management expertise. There are no intersegment sales or transfers. The Company assesses and measures segment operating results based on a performance measure referred to as Income from Rental Operations, and is based on the revenues and expenses associated with the operations of the real estate properties. Income from Rental Operations is not a measure of operating results or cash flows from operating activities as measured by generally accepted accounting principles, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. The operating revenues, operating expenses, income from rental operations, and real estate investments for each of the reportable segments are summarized below for the periods ended March 31, 1999, and 1998. March 31 ------------------------- Operating revenues: 1999 1998 ----------- ----------- Retail $ 7,046,000 $ 6,789,000 Apartments 5,369,000 4,988,000 ----------- ----------- $ 12,415,000 $ 11,777,000 =========== =========== Operating expenses: Retail $ 2,791,000 $ 2,726,000 Apartments 2,561,000 2,251,000 ----------- ----------- 5,352,000 4,977,000 Depreciation 2,639,000 2,503,000 ----------- ----------- $ 7,991,000 $ 7,480,000 =========== =========== Income from Rental Operations: Retail $ 4,255,000 $ 4,063,000 Apartments 2,808,000 2,737,000 ----------- ----------- 7,063,000 6,800,000 Depreciation (2,639,000) (2,503,000) ----------- ----------- Income from operations 4,424,000 4,297,000 Other Income/(Expenses) (1) (3,810,000) (3,633,000) ----------- ----------- Net Income $ 614,000 $ 664,000 =========== =========== Real Estate Investments: (2) Retail $199,704,000 $198,403,000 Apartments 131,783,000 115,087,000 ----------- ----------- $331,487,000 $313,490,000 =========== =========== (1) Includes interest expense, net of interest and dividend income. (2) Includes investments in land, which the Company can use for future development, and an investment in a real estate partnership, which is accounted for by the equity method. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Comparison of the Three Months Ended March 31, 1999 and 1998 Operating revenue totalled $12.4 million, compared to $11.7 million reported for the same period a year ago. Operating revenue for retail centers and apartments were $7.0 million and $5.4 million, respectively. The increase in operating revenue is due primarily to increases in rental rates, sustained occupancy levels at the properties, and net operating revenue of approximately $300,000 derived from the recently-completed development of Governors Gate apartments during the first quarter of 1999. Income from operations before depreciation totalled $7.1 million in 1999, compared to $6.8 million in 1998, and depreciation expense totalled $2.6 million and $2.5 million, respectively, for the same periods. Operating expenses, net of depreciation, totalled $5.4 million in 1999, compared to $5.0 million in 1998, due to increased management and leasing fees from improved operating performance at the Company's properties, higher real estate taxes, higher maintenance expenses, and increased franchise taxes due to an increase in the Company's authorized shares. Interest expense reflects a net increase of $175,000 resulting from the following activity completed within the past sixteen months. In December 1997, mortgage financing was completed on one of the Company's enclosed regional malls, and in the second quarter of 1998, the Company refinanced mortgage debt on ten of its apartment properties. The mortgage proceeds derived from the financing and refinancings were used to pay down bank debt resulting in lower bank line balances in the earlier months of 1998. Throughout 1998 and into 1999, the Company drew on its bank lines to fund the following transactions which resulted in higher bank line balances at the end of the first quarter in 1999: (i) repaid a mortgage note payable on one of its retail centers; (ii) made contract payments on the Governors Gate apartment property development, and (iii) funded treasury share repurchases. The Company also increased its committed bank lines by $25 million to a total of $105 million, for which the Company has incurred additional amortized commitment fees. As a result of the above activity, bank line interest expense increased $350,000, and mortgage interest expense decreased $175,000, resulting in a net increase of $175,000. The average bank borrowings were approximately $50.5 million and $33.7 million for the first quarter of 1999 and 1998, respectively, with an average rate of 6.7% and 7.1%, respectively. Net income totalled $614,000, or $0.08 per share in the first quarter of 1999, compared to $664,000, or $0.08 per share, for the same period in 1998. Liquidity and Capital Resources The primary source of working capital for the Company is net cash provided by operating activities, from which the Company funds normal operating requirements and distributions to shareholders. In addition, the Company maintains unsecured credit lines with commercial banks, which it utilizes to temporarily finance the cost of portfolio acquisitions, property development and redevelopment activities, and other expenditures. At March 31, 1999, the Company had $944,000 in cash and cash equivalents and bank commitments for $105 million of lines of credit, of which approximately $53.3 million was available. Utilization of the bank lines is subject to certain restrictive covenants that impose maximum borrowing levels by the Company through the maintenance of prescribed debt-to-equity and other certain financial ratios. Net cash flows provided by operating activities decreased $83,000 in the first quarter of 1999 compared to the same period in 1998. The decrease from 1998 to 1999 is principally attributable to a net decrease in operating assets and liabilities, partially offset by an increase in income from operations before depreciation, as described in the previous section. Net cash flows used in investing activities decreased $165,000 in 1999 from 1998, primarily attributable to the decreased level of improvements to real estate investments resulting from the completion of the development of Governors Gate apartment property located in Florida. Construction of this new luxury apartment community was completed at the end of the first quarter in 1999. This community has 240 garden-style units, with a mix of 8 one, two, and three bedroom units. Also during the first quarter of 1999, the Company acquired two parcels of land, one in Florida and the other in Texas, which the Company can use for future development. Net cash flows used in financing activities decreased $39,000, primarily attributable to a reduction in debt issuance costs associated with the mortgage debt refinancing during 1998 involving ten of the Company's apartment properties. Mortgage debt totalling $59.1 million was refinanced resulting in new mortgage debt totalling $61.5 million, of which the net proceeds totalling $2.4 million were used to pay down short-term variable-rate bank debt. The Company was able to achieve a reduction in the average interest rate on the mortgages refinanced by approximately 100 basis points, from an average rate of approximately 7.8% down to an average rate of approximately 6.8%. The Company also has additional principal payments, resulting from the mortgage debt refinancing mentioned above. Additionally, during the first quarter of 1999, pursuant to the Company's stock repurchase program initiated in 1995, the Company repurchased approximately 100,000 treasury shares at a total cost of approximately $830,000. There were no treasury shares repurchased during the first quarter of 1998. As a result of fewer common shares outstanding, total cash dividends paid decreased approximately $100,000 during the first quarter of 1999 as compared to the same period a year ago. As of March 31, 1999, thirteen of the Company's properties, comprising approximately 47% of its gross investment in real estate, were subject to a total of $89.4 million in mortgage obligations, all of which bear fixed rates of interest for fixed terms. The remaining seventeen properties in the portfolio are currently unencumbered by debt. The Company anticipates that its current cash balance, operating cash flows, and borrowings (including borrowings under its lines of credit) will be adequate to fund the Company's future (i) operating and administrative expenses, (ii) debt service obligations, (iii) distributions to shareholders, (iv) capital improvements on existing properties, and (v) normal repair and maintenance expenses at its properties. The Company's current dividend policy is to pay quarterly dividends to shareholders, based upon, among other factors, funds from operations, as opposed to net income. Because funds from operations excludes the deduction of certain non-cash charges, principally depreciation on real estate assets and certain non-operating items, quarterly dividends will typically be greater than net income and may include a tax-deferred return of capital component. On May 7, 1999, the Company's Board of Directors declared a cash dividend with respect to the quarter ending March 31, 1999, of $0.22 per share, payable on June 3, 1999, to shareholders of record as of May 27, 1999. Funds From Operations Real estate industry analysts utilize the concept of funds from operations as an important analytical measure of a REIT's financial performance. The Company considers funds from operations in evaluating its operating results, and its dividend policy is also based, in part, on the concept of funds from operations. Funds from operations is defined by the Company as net income, excluding gains or losses from sales of property and other non-operating extraordinary items, plus depreciation on real estate assets, and after adjustments for unconsolidated partnerships to reflect funds from operations on the same basis. Funds from operations do not represent cash flows from operations as defined by GAAP, nor is it indicative that cash flows are adequate to fund all cash needs. Funds from operations should not be considered as an alternative to net income as defined by GAAP or to cash flows as a measure of liquidity. For the three-month period ended March 31, 1999, funds from operations totalled $3.1 million, compared to $3.0 million earned for the same period in 1998. The increase in funds from operations is primarily attributable to internal growth and improved operating performance by the Company's portfolio of both retail and apartment properties. Future Results This Form 10-Q and other documents prepared, and statements made by the Company, may contain certain forward-looking statements that are subject to risk and uncertainty. Investors and potential investors in the Company's securities are cautioned that a number of factors could adversely affect the Company and cause actual 9 results to differ materially from those in the forward-looking statements, including (a) the inability to lease currently vacant space in the Company's properties; (b) decisions by tenants and anchor tenants who own their space to close stores at the Company's properties; (c) the inability of tenants to pay rent and other expenses; (d) tenant bankruptcies; (e) decreases in rental rates available from tenants; (f) increases in operating costs at the Company's properties; (g) lack of availability of financing for acquisition, development and rehabilitation of properties by the Company; (h) increases in interest rates; (i) year 2000 issues, and (j) a general economic downturn resulting in lower retail sales and causing downward pressure on occupancies and rents at retail properties. Year 2000 Issue The Company has been addressing the potential computer program problems resulting from the arrival of Year 2000 (Y2K). The Company has established a Y2K compliance review process to assess the impact on the Company's internal financial information systems and property mechanical operations systems, as well as the potential impact from Y2K problems of significant tenants, vendors and suppliers of financial and other services (collectively "independent third parties"). The Company has identified required modifications to its internal corporate computer operating systems and certain software modifications at its apartment properties. The Company has completed these identified modifications and continues to test and monitor its systems. The Company has been working with external consultants to evaluate its computer systems and to determine their Y2K compliance. At March 31, 1999, this evaluation has shown that the majority of the Company's computer systems are Y2K compliant. The remaining systems will either be fixed to become compliant, or they will be replaced with new systems which are Y2K compliant during 1999. The estimated cost to fix and/or replace these remaining computer systems is not expected to exceed $5,000. The Company will continue assessing its own and its independent third parties' exposure to the Y2K problem, and contingency plans they have developed to deal with identified exposures. Based on the results of these inquiries, the Company will formulate appropriate contingency back-up plans to take necessary and feasible precautions against problems not within its control. The Company is also continuing the process of reviewing, testing, and monitoring its own internal systems to ensure that they are Y2K compliant and to make necessary and timely corrections of identified Y2K problems under its direct control. This overall process will be on-going throughout 1999 due to the dependence upon the timeliness of activities of the Company's third parties, whom it does not control. Pursuant to the disclosure requirements of the Securities and Exchange Commission, the Company is attempting to identify possible worst case scenarios concerning Y2K issues and the related risks to the Company should one or more of these scenarios occur. It should be noted, however, that the Company cannot predict the probability of these scenarios actually materializing. In the Company's opinion, risks which could have a material effect on the Company's business, results of operations, or financial statements would likely be due to the Company's dependence on the services of independent third parties over which the Company has no control. Such potentially material risks would include, but are not limited to, the following: (i) failure of tenants to make rental payments because either their internal systems or their banking institutions will be unable to process such payments; (ii) the Company will be unable to pay vendors and/or creditors due to the failure of tenants to pay rents and/or the Company's banking institutions' failure to process such payments; and (iii) the complete failure or extended interruption of utility services to the Company's properties, which are served by various utilities, due to the utilities' inability to provide such services. If such a worse case scenario occurs, it will likely be of catastrophic proportions impacting multiple companies and industries of all kinds. Accordingly, the Company's ability to mitigate its exposures to such risks will be limited to what it can control, and corrective measures will be subject to the Company's resources as well as the efforts which industry and government make to alleviate the problems. Currently, the Company is continuing to evaluate contingency plans for the above-described scenarios. However, the Company's plans will depend upon the assessments and contingency plans of the independent third parties. The Company has requested such information from numerous independent third parties, and it is awaiting receipt of their responses. Responses received to date indicate that independent third parties are working on their own assessments at this time. The Company will continue to assess this matter so as to develop appropriate plans to reasonably mitigate such risks, if and when identified. 10 Effects of Inflation Substantially all of the Company's retail leases contain provisions designed to provide the Company with a hedge against inflation. Most of the Company's retail leases contain provisions which enable the Company to receive percentage rentals based on tenant sales in excess of a stated breakpoint, and/or provide for periodic increases in minimum rent during the lease term. Also, the majority of the Company's retail leases are for terms of less than ten years, which allows the Company to adjust rentals to changing market conditions. In addition, most retail leases require tenants to contribute towards property operating expenses, thereby reducing the Company's exposure to higher costs caused by inflation. Apartment leases are written for short terms, generally six to twelve months. PART II Other Information ----------------- Item 1. Legal Proceedings. There are no pending legal proceedings to which the Company is a party or to which any of its properties is subject, which in the opinion of management and its litigation counsel has resulted or will result in any material adverse effect on the financial position of the Company. Item 2. Changes in Securities. None. Item 3. Defaults upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 27. Financial Data Schedule. (b) Reports on Form 8-K None. 11 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. SIZELER PROPERTY INVESTORS, INC. -------------------------------- (Registrant) By: /s/ Robert A. Whelan --------------------------------- Robert A. Whelan Chief Financial Officer By: /s/ David A. O'Flynn, Jr. --------------------------------- David A. O'Flynn, Jr. Controller and Secretary (Principal Accounting Officer) Date: May 13, 1999 12