1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For The Quarterly Period Ended SEPTEMBER 30, 1995
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 0-14022
MEDITRUST
---------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-6532031
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
197 First Avenue
Needham Heights, Massachusetts 02194-9127
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 433-6000
--------------
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
----- -----
As of September 30, 1995, there were outstanding 50,036,734 Shares of
Beneficial Interest, without par value.
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MEDITRUST
FORM 10-Q
INDEX
Part I. Financial Information Page(s)
-------
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1995 (unaudited)
and December 31, 1994 3
Consolidated Statements of Income for the three months ended
September 30, 1995 and 1994 (unaudited) 4
Consolidated Statements of Income for the nine months ended
September 30, 1995 and 1994 (unaudited) 5
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1995 and 1994 (unaudited) 6
Notes to the Consolidated Financial Statements (unaudited) 7-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
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MEDITRUST
PART I. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
1995 1994
------------- ------------
(Unaudited) (Audited)
ASSETS
Real estate investments (Note 3):
Land................................................ $ 40,033 $ 42,060
Buildings and improvements, net of accumulated
depreciation of $74,474 and $65,918, respectively.. 628,765 518,428
Real estate mortgages............................... 1,056,753 923,741
---------- ----------
Total real estate investments................... 1,725,551 1,484,229
Other assets, net..................................... 45,222 54,246
Short-term cash investments........................... 42,302 39,937
Fees, interest and other receivables.................. 18,153 16,718
---------- ----------
Total assets..................................... $1,831,228 $1,595,130
========== ==========
LIABILITIES & SHAREHOLDERS' EQUITY
Indebtedness (Note 4):
Notes payable, net.................................. $ 300,835 -
Convertible debentures, net......................... 298,940 $ 231,277
Bank notes payable, net............................. 91,635 168,645
Bonds and mortgages payable, net.................... 58,597 59,264
Senior unsecured notes payable, net................. - 285,360
Senior mortgage notes payable, net.................. - 21,206
---------- ----------
Total indebtedness.............................. 750,007 765,752
Deferred income....................................... 13,620 12,559
Accrued expenses and other liabilities................ 40,020 46,672
---------- ----------
Total liabilities............................... 803,647 824,983
---------- ----------
Commitments and contingencies (Note 3)
Shareholders' equity (Notes 4, 5 and 6):
Shares of Beneficial Interest without par value:
Unlimited Shares authorized; 50,037
and 39,619 Shares issued and
outstanding in 1995 and 1994, respectively........ 1,157,350 860,071
Distributions in excess of net income........... (129,769) (89,924)
---------- ----------
Total shareholders' equity......................... 1,027,581 770,147
---------- ----------
Total liabilities and shareholders' equity....... $1,831,228 $1,595,130
========== ==========
The accompanying notes, together with the Notes to the Consolidated
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1994, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
for the three months ended September 30, 1995 and 1994
(Unaudited)
1995 1994
------- -------
(Amounts in thousands
except per Share amounts)
Revenues (Note 3):
Rental income......................... $19,242 $19,547
Interest income....................... 33,511 23,611
------- -------
Total revenues..................... 52,753 43,158
------- -------
Expenses:
Interest expense...................... 15,146 17,058
Depreciation and amortization......... 4,374 4,085
General and administrative expenses... 1,531 2,198
------- -------
Total expenses..................... 21,051 23,341
------- -------
Net income before extraordinary item.... 31,702 19,817
Extraordinary item:
Loss on prepayment of debt (Note 4)... 33,454 -
------- -------
Net income (loss)....................... $(1,752) $19,817
======= =======
Per Share:
Net income before extraordinary item.... $ 0.64 $ 0.57
Extraordinary item: Loss on prepayment
of debt............................... 0.68 -
------- -------
Net income (loss)....................... $ (0.04) $ 0.57
======= =======
Weighted average Shares outstanding..... 49,589 34,744
======= =======
The accompanying notes, together with the Notes to the Consolidated
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1994, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF INCOME
for the nine months ended September 30, 1995 and 1994
(Unaudited)
1995 1994
---- ----
(Amounts in thousands
except per Share amounts)
Revenues (Note 3):
Rental income........................... $ 61,184 $ 62,359
Interest income......................... 92,939 64,172
-------- --------
Total revenues....................... 154,123 126,531
-------- --------
Expenses:
Interest expense........................ 48,869 50,101
Depreciation and amortization........... 13,182 13,080
General and administrative expenses..... 5,258 6,820
-------- --------
Total expenses....................... 67,309 70,001
-------- --------
Net income before extraordinary item...... 86,814 56,530
Extraordinary item:
Loss on prepayment of debt (Note 4)..... 33,454 -
-------- --------
Net income................................ $ 53,360 $ 56,530
======== ========
Per Share:
Net income before extraordinary item...... $ 1.87 $ 1.66
Extraordinary item: Loss on prepayment
of debt................................. 0.72 -
-------- --------
Net income................................ $ 1.15 $ 1.66
======== ========
Weighted average Shares outstanding....... 46,492 34,130
======== ========
The accompanying notes, together with the Notes to the Consolidated
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1994, are an integral part of these financial statements.
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MEDITRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1995 and 1994
(Unaudited)
1995 1994
---- ----
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................................................... $ 53,360 $ 56,530
Loss on prepayment of debt...................................... 33,454 -
Depreciation of real estate assets.............................. 11,761 11,725
Goodwill amortization........................................... 1,168 1,168
Shares issued for compensation.................................. 706 708
Other debt amortization, depreciation and other items, net...... 2,324 2,096
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
AVAILABLE FOR DISTRIBUTION...................................... 102,773 72,227
Net change in other assets and liabilities...................... (6,331) 5,597
--------- ---------
Net cash provided by operating activities..................... 96,442 77,824
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equity offering................................... 278,656 -
Equity offering costs........................................... (14,749) -
Proceeds from issuance of notes payable......................... 303,500 -
Proceeds from issuance of convertible debentures................ 95,000 90,000
Debt issuance costs............................................. (4,971) (3,033)
Proceeds from bank notes........................................ 359,700 197,504
Proceeds from warrant conversions and stock options............. 5,961 4,666
Payment of bank notes........................................... (436,700) (140,594)
Payment of senior unsecured notes............................... (287,500) (12,500)
Payment of senior notes payable................................. (21,800) -
Debt prepayment charges......................................... (31,228) -
Principal payments on bonds and mortgages payable............... (758) (630)
Distributions to shareholders................................... (93,205) (66,704)
--------- ---------
Net cash provided by financing activities..................... 151,906 68,709
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of and additions to real estate..................... (73,960) (18,693)
Investment in real estate mortgages and development financing... (187,272) (134,750)
Prepayment proceeds and principal payments on real estate
mortgages and note........................................... 21,535 22,054
Working capital advances........................................ (29,887) (33,959)
Collection of receivables and repayment of working capital
advances..................................................... 23,601 33,718
--------- ---------
Net cash used in investing activities......................... (245,983) (131,630)
--------- ---------
Net increase in short-term cash investments................... 2,365 14,903
Short-term cash investments at:
Beginning of period........................................... 39,937 16,306
--------- ---------
End of period................................................. $ 42,302 $ 31,209
========= =========
Supplemental disclosure of cash flow information (see Note 2).
The accompanying notes, together with the Notes to the Consolidated
Financial Statements included in the Company's Form 10-K for the year ended
December 31, 1994, are an integral part of these financial statements.
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies
------------------------------------------
Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted
accounting principles, have been condensed or omitted in this Form 10-Q
in compliance with the Rules and Regulations of the Securities and
Exchange Commission. However, in the opinion of Meditrust ("the
Company"), the disclosures contained in this Form 10-Q are
adequate to make the information presented not misleading. See Report
on Form 10-K for the year ended December 31, 1994 (and the Report on
Form 8-K dated March 8, 1995 including the Company's Annual Report, and
incorporated by reference therein) for additional information relevant
to significant accounting policies followed by the Company.
Basis of Presentation
---------------------
In the opinion of the Company, the accompanying unaudited consolidated
financial statements reflect all adjustments (consisting of normal
recurring accruals) necessary to present fairly the financial position
at September 30, 1995 and the results of operations for each of the
three-and nine-month periods ended September 30, 1995 and 1994 and
cash flows for each of the nine-month periods ended September 30, 1995
and 1994. The results of operations for the nine-month period ended
September 30, 1995 are not necessarily indicative of the results which
may be expected for the entire year. Certain 1994 amounts have been
reclassified to conform to the 1995 presentation.
2. Supplemental Cash Flow Information
----------------------------------
Nine Months Ended
September 30,
-----------------
1995 1994
---- ----
(In thousands)
Interest paid during the period............................ $ 51,095 $ 44,021
Non-cash investing and financing transactions:
Acquisition and lease of real estate (see Note 3):
Value of real estate acquired (sold):
Land and buildings.................................. 42,906 (94,000)
Accumulated depreciation............................ 3,205 22,463
(Reduction) increase of real estate mortgages net of
participation reduction............................. (32,725) 85,000
Shares issued for:
Conversion of debentures.............................. 27,311 58,572
Executive compensation................................ 706 708
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited)
3. Real Estate Investments
-----------------------
During the nine months ended September 30, 1995, the Company acquired
for $71,500,000 an acute care hospital campus located in Arizona
and one long-term care facility located in Ohio. The Company also
provided $2,460,000 for additions to three facilities currently owned
by the Company.
During the nine months ended September 30, 1995, the Company provided
permanent mortgage financing of $67,342,000 for two long-term care
facilities located in Arizona and Massachusetts, one assisted
living facility in Michigan, two retirement living centers located in
Nevada and Utah, two alcohol and substance abuse facilities and one
psychiatric facility located in New York. The New York facilities were
previously financed for $72,397,000 with a previous borrower. The
previous borrower prepaid this loan with the proceeds from the sale to
the Company of four long-term care facilities in Maryland,
Massachusetts and New Jersey and one rehabilitation hospital in New
Jersey. This transaction resulted in the recognition of a previously
deferred gain of $13,325,000, which was offset by an addition to the
valuation allowance of the same amount.
The Company also provided $42,640,000 in additional permanent mortgage
financing secured by 18 long-term care facilities located in Kansas,
Kentucky, Massachusetts, Missouri, Nevada, Pennsylvania, Tennessee,
Texas, Washington and Wyoming, and two retirement facilities located in
Nebraska and Wyoming. In addition, the Company also provided
development financing of $77,290,000 for nine long-term care facilities
and eleven medical office buildings. Aggregate development funding
totaled $90,209,000 through September 30, 1995. During the nine months
ended September 30, 1995 the Company received principal payments on
real estate mortgages of $4,914,000 and received $16,621,000 in
mortgage prepayments for four long-term care facilities and one
rehabilitation facility.
From time to time, the Company enters into transactions with related
parties. As of September 30, 1995, the Company had total commitments
of $139,638,000 of which $57,045,000 was funded, to entities in
which the Company's Chairman and Chief Executive Officer owned or was
expected to own a controlling equity interest. During the nine months
ended September 30, 1995, the Company recognized interest income of
$1,244,300 from investments with these affiliates. The Company expects,
from time to time, to enter into additional transactions with related
parties in the future. All of the terms and conditions of such
transactions are subject to approval by the independent Trustees of
the Company. The Board of Trustees believes that the terms of the
transactions which the Company has entered into with related parties
are not less favorable to the Company than those prevailing at the
time for comparable transactions with unrelated persons.
At September 30, 1995, the Company was committed to providing
additional financing of approximately $107,021,000 relating to five
long-term care facilities and eleven medical office buildings
currently under construction and additions to permanent mortgages
secured by five long-term care facilities.
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited)
4. Indebtedness and Shareholders' Equity
-------------------------------------
In April 1995, the Company completed the sale of 9,250,000 Shares
at $30.125 per Share. The net proceeds to the Company from this
offering were used to repay short-term borrowings and for investments
in additional health care facilities.
During the nine months ended September 30, 1995, $9,702,000 principal
amount of 9% convertible debentures were converted into 359,313
Shares and $17,609,000 principal amount of 7% convertible debentures
were converted into 574,978 Shares.
On July 26, 1995, the Company completed the sale of $125 million of
7.375% Notes due July 15, 2000 and $80 million of 7.6% Notes due July
15, 2001. The 7.375% Notes were priced at 99.82% to yield 7.418% and
the 7.6% Notes were priced at 99.948% to yield 7.61%. The Company used
the net proceeds to repay indebtedness.
On July 28, 1995, the Company completed the sale of $43,334,000 of
8.54% Series A convertible senior notes due July 1, 2000 and
$51,666,000 of 8.56% Series B convertible senior notes due July 1,
2002. These notes are convertible into Shares of beneficial interest
of the Company at $32.625 per Share. The Company used the net proceeds
of the offering to repay indebtedness.
In July and August 1995, the Company prepaid senior unsecured notes and
senior mortgage notes payable totaling $296,800,000 which were due
between 1995 and 2001, with interest rates ranging from 10.00% to
10.86%. The transaction resulted in prepayment penalties and
acceleration of unamortized debt costs totaling $33,454,000, which is
an extraordinary item reflected as a loss on prepayment of debt in
the accompanying income statements. Net proceeds from the issuance of
notes and convertible debentures with interest rates ranging from
7.375% to 8.56% were used for the prepayment.
During August and September 1995, the Company issued a total of $
98,500,000 of notes payable bearing interest from 7.25% to 8.625%,
and maturing between 1999 and 2015. The Company used the net proceeds
to reduce the outstanding balance of the Company's unsecured credit
facility.
The Company has a total of $205,000,000 in unsecured credit facilities
bearing interest at the lenders' prime rate or LIBOR plus 1.0%, of
which approximately $107,000,000 was available at September 30, 1995.
In January 1995, the Company entered into an 8% interest rate cap for
$100,000,000 of its unsecured credit facilities.
5. Distributions Paid to Shareholders
----------------------------------
On August 15, 1995, the Company paid a dividend of $.6775 per Share to
shareholders of record on July 31, 1995. This dividend related to the
period from April 1, 1995 through June 30, 1995.
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MEDITRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited)
6. Subsequent Events
-----------------
On October 11, 1995,the Company declared a dividend of $.6825 per Share
payable on November 15, 1995 to shareholders of record on October 31,
1995. This dividend relates to the period from July 1, 1995 through
September 30, 1995.
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MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
Revenues for the three months ended September 30, 1995 increased $9,595,000 or
22% to $52,753,000 compared to $43,158,000 for the three months ended
September 30, 1994. Interest income increased by $9,900,000 as a result of
additional real estate investments made during the past twelve months offset by
decreased rental income of $305,000 due to the conversion of leases into
mortgages.
For the three months ended September 30, 1995, total expenses decreased by
$2,290,000. Interest expense decreased by $1,912,000 due to lower
interest rates on newly issued notes, which were used to prepay senior
unsecured notes payable and senior mortgage notes payable which carried higher
interest rates. This benefit was partially offset by an increase in total
indebtedness compared to September 30, 1994. The Company incurred an
extraordinary charge of $33,454,000 for the three months ended September 30,
1995, consisting of prepayment penalties and unamortized deferred financing
costs related to secured and unsecured debt totaling $296,800,000 maturing
from December, 1995 to February, 2001. Depreciation and amortization increased
by $289,000. General and administrative expenses decreased by $667,000 due to
operating efficiencies.
Revenues for the nine months ended September 30, 1995 increased $27,592,000 or
22% to $154,123,000 compared to $126,531,000 for the nine months ended
September 30, 1994. Revenue growth resulted from increased interest
income of $28,767,000 from additional real estate investments made during the
past twelve months which were partially offset by $1,175,000 in reduced rental
income due to conversions of leases into mortgages.
For the nine months ended September 30, 1995, total expenses decreased by
$2,692,000. Interest expense decreased by $1,232,000 due to lower interest
rates on newly issued notes which were used to prepay senior unsecured notes
payable and senior mortgage notes payable, which carried higher interest rates.
This benefit was partially offset by an increase in total indebtedness compared
to September 30, 1994. Depreciation and amortization increased by $102,000.
General and administrative expenses decreased by $1,562,000 due to operating
efficiencies.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
As of September 30, 1995, the Company's gross real estate investments totaled
approximately $1,800,000,000 consisting of 245 long-term care facilities, 24
rehabilitation hospitals, two alcohol and substance abuse treatment facilities,
six psychiatric hospitals, six retirement and assisted living facilities,
eleven medical office buildings and one acute care hospital. As of September
30, 1995, the Company's outstanding commitments for additional financing
totaled approximately $107,021,000 for the completion of 16 facilities under
construction and additions to permanent mortgages secured by five long-term
care facilities.
The Company had shareholders' equity of $1,028,000,000 and debt constituted 42%
of the Company's total capitalization as of September 30, 1995.
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MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, Continued
------------------------------------------
The Company provides funding for its investments through a combination of
long-term and short-term financing including both debt and equity. The Company
obtains long-term financing through the issuance of Shares, the issuance of
long-term unsecured notes, the issuance of convertible debentures and the
assumption of mortgage notes. The Company obtains short-term financing through
the use of bank lines of credit which are replaced with long-term financing as
appropriate. From time to time, the Company may utilize interest rate caps or
swaps to hedge interest rate volatility. It is the Company's objective to
match mortgage and lease terms with the terms of its borrowings. The Company
seeks to maintain an appropriate spread between its borrowing costs and the
rate of return on its investments. When development loans convert to
sale/leaseback transactions or permanent mortgage loans, the base rent or
interest rate, as appropriate, is fixed at the time of such conversion.
In April 1995, the Company completed the sale of 9,250,000 Shares at $30.125
per Share. The net proceeds to the Company from this offering were used to
repay short-term borrowings and for investments in additional health care
facilities.
On August 10, 1995, the Company commenced a Medium-Term Note program, offering
on a continuing basis, notes due from nine months to 30 years from date of
issue, as selected by the purchaser and agreed to by the Company at an
aggregate initial public offering price not to exceed $200,000,000. During
August and September $98,500,000 of these notes were issued with maturity dates
ranging from August 16, 1999 to September 14, 2005, bearing interest at rates
between 7.25% to 8.625%. The net proceeds were utilized to reduce the
outstanding balance of the Company's unsecured credit facilities.
On July 28, 1995, the Company completed the sale of $43,334,000 of 8.54% Series
A convertible senior notes due July 1, 2000 and $51,666,000 of 8.56% Series B
convertible senior notes due July 1, 2002. These notes are convertible into
Shares of beneficial interest of the Company at $32.625 per Share. The Company
used the net proceeds of the offering to repay higher cost indebtedness.
On July 26, 1995, the Company completed the sale of $125 million of 7.375%
Notes due July 15, 2000 and $80 million of 7.6% Notes due July 15, 2001. The
7.375% Notes were priced at 99.82% to yield 7.418% and the 7.6% Notes were
priced at 99.948% to yield 7.61%. The Company used the net proceeds to repay
higher cost indebtedness.
In July and August 1995, the Company prepaid senior unsecured notes and senior
mortgage notes payable of $296,800,000 which were due between 1995 and 2001,
with interest rates ranging from 10.00% to 10.86%. The transaction
resulted in prepayment penalties and acceleration of unamortized debt costs
totaling $33,454,000, which is an extraordinary item reflected as a loss from
prepayment of debt in the accompanying income statements. Net proceeds from
the issuance of approximately $300 million of notes and convertible debentures
with interest rates ranging from 7.375% to 8.56% were used for the prepayment.
The Company will gain flexibility from the elimination of operational covenants
and benefit from lower interest rates and improved interest coverage ratios.
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MEDITRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES, Continued
------------------------------------------
Under the Company's unsecured credit facilities, a total of approximately
$107,000,000 was available at September 30, 1995. In addition, the Company
has effective shelf registrations on file with the Securities and Exchange
Commission under which the Company may issue up to approximately $465,000,000
of securities including debt, convertible debt and shares of beneficial
interest.
The Company believes that its various sources of capital are adequate to
finance its operations as well as pending property acquisitions, mortgage
financings and future dividends. For the balance of 1995, however, in the
event that the Company identifies appropriate investment opportunities, the
Company may raise additional capital through the sale of shares of beneficial
interest or by the issuance of additional long-term debt.
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MEDITRUST
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit
No. Title Method of Filing
- ------- ----- ----------------
10.1 Amended and Restated Revolving Credit Agreement
with Fleet Bank N.A and other lenders.......... Filed herewith
10.2 Amended and Restated Revolving Credit Agreement
with Via Banque................................... Filed herewith
11 Statement Regarding Computation of Per Share
Earnings.......................................... Filed herewith
27 Financial Data Schedule........................... Filed herewith
(b) Reports on Form 8-K
The Company filed the following reports on Form 8-K during the quarter ended September 30, 1995:
Date Description
- ---- -----------
July 13, 1995 Financial results for the second fiscal quarter of 1995;
Form of Underwriting Agreement; Form of Indenture Supplement, Form of Notes;
and Form T-1, Statement of Eligibility of Fleet National Bank
July 27, 1995 Form of Indenture Supplement, Forms of Convertible Senior Notes
August 8, 1995 Form of Distribution Agreement; Form of Indenture Supplement; Forms of Medium-
Term Notes
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.
MEDITRUST
Date: October 20, 1995 By: /s/ Lisa P.McAlister
----------------------------------
Lisa P. McAlister, Chief Financial
Officer and Treasurer (and Chief
Accounting Officer)
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