FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
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
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
---------------------------------------------
or
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________________ to ___________________
(Amended by Exch Act Rel No. 312905. Eff 4/26/93)
Commission file Number 1-12286
----------------------------------------------------------
Mid-Atlantic Realty Trust
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1832411
- -------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
170 West Ridgely Road, Suite 300 - Lutherville, Maryland 21093
- -------------------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 684-2000
---------------------
- --------------------------------------------------------------------------------
(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.
X Yes No
---- ------
13,777,372 Common Shares were outstanding as of April 18, 2000.
MID-ATLANTIC REALTY TRUST
AND SUBSIDIARIES
Part I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. MANAGEMENT'S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Item 3. DEFAULTS UPON SENIOR SECURITIES
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 5. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
2
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
Consolidated Balance Sheets
As of
March 31, 2000 December 31, 1999
.........................................................................................................................
(UNAUDITED)
ASSETS
Properties:
Operating properties $ 393,355,523 376,030,262
Less accumulated depreciation and amortization 62,587,766 60,097,298
------------------------------------
330,767,757 315,932,964
Properties in development 6,920,000 2,098,324
Properties held for development or sale 3,587,610 3,587,610
------------------------------------
341,275,367 321,618,898
Cash and cash equivalents 1,155,784 147,878
Notes and accounts receivable - tenants and other 1,994,233 2,160,417
Prepaid expenses and deposits 2,256,285 2,637,405
Deferred financing costs, net 1,991,239 2,006,063
------------------------------------
$ 348,672,908 328,570,661
====================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 6,102,911 6,399,153
Notes payable 46,100,000 27,500,000
Construction loan payable 9,000,000 9,000,000
Mortgages payable 141,683,027 136,847,831
Convertible subordinated debentures 13,246,000 13,246,000
Deferred income 623,433 549,347
------------------------------------
216,755,371 193,542,331
------------------------------------
Minority interest in consolidated joint ventures 37,114,788 37,359,843
-----------------------------------
Shareholders' equity:
Preferred shares of beneficial interest, $.01 par value, authorized
2,000,000 shares, issued and outstanding, none - -
Common shares of beneficial interest, $.01 par value, authorized
100,000,000 shares, issued and outstanding 13,777,372 and 14,005,407 shares,
respectively 137,774 140,054
Additional paid-in capital 124,770,981 126,805,104
Distributions in excess of accumulated earnings (30,106,006) (29,276,671)
------------------------------------
94,802,749 97,668,487
------------------------------------
------------------------------------
$ 348,672,908 328,570,661
====================================
See accompanying notes to consolidated financial statements.
3
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
Consolidated Statements of Operations
(UNAUDITED)
Three months ended March 31,
2000 1999
................................................................................
REVENUES:
Rentals $ 11,440,654 10,915,078
Tenant recoveries 2,394,330 2,050,644
Other 74,397 56,028
-----------------------------
13,909,381 13,021,750
-----------------------------
EXPENSES:
Interest 3,842,466 3,232,593
Depreciation and amortization
of property and improvements 2,504,492 2,295,418
Operating 3,105,985 2,820,466
General and administrative 702,857 699,062
-----------------------------
10,155,800 9,047,539
-----------------------------
EARNINGS FROM OPERATIONS
BEFORE MINORITY INTEREST 3,753,581 3,974,211
Minority Interest (826,575) (799,242)
-----------------------------
NET EARNINGS $ 2,927,006 3,174,969
=============================
-----------------------------
NET EARNINGS PER SHARE - basic and diluted $ 0.21 0.22
=============================
See accompanying notes to consolidated financial statements.
4
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(UNAUDITED)
Three months ended March 31,
2000 1999
====================================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 2,927,006 3,174,969
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 2,504,492 2,295,418
Minority interest in earnings, net 826,575 799,242
Amortization of deferred financing costs 90,700 54,107
Changes in operating assets and liabilities:
Decrease in assets 547,304 676,546
Decrease in liabilities (222,156) (230,187)
Other, net 77,016 80,692
----------------------------------
Total adjustments 3,823,931 3,675,818
----------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 6,750,937 6,850,787
----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of and additions to properties (16,556,970) (9,410,284)
Payments to minority partners (1,071,630) (898,500)
----------------------------------
NET CASH USED BY INVESTING ACTIVITIES (17,628,600) (10,308,784)
----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 21,100,000 17,000,000
Principal payments on notes payable (2,500,000) (8,400,000)
Proceeds from mortgages payable - 11,600,000
Principal payments on mortgages payable (726,979) (10,126,300)
Additions to deferred financing costs (72,628) (379,054)
Shares repurchased (2,158,483) (1,898,356)
Dividends paid (3,756,341) (3,742,418)
----------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,885,569 4,053,872
----------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,007,906 595,875
CASH AND CASH EQUIVALENTS, beginning of period 147,878 611,107
----------------------------------
CASH AND CASH EQUIVALENTS, end of period $ 1,155,784 1,206,982
==================================
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Mortgages payable assumed $ 5,562,175 -
Operating Partnership Units issued - 1,379,908
===================================
See accompanying notes to consolidated financial statements
5
MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements
(UNAUDITED)
Organization
Mid-Atlantic Realty Trust was incorporated June 29, 1993, and commenced
operations effective with the completion of its initial public share offering on
September 11, 1993. Mid-Atlantic Realty Trust qualifies as a real estate
investment trust ("REIT") for Federal income tax purposes. As used herein, the
term "MART" or the "Company" refers to Mid-Atlantic Realty Trust and entities
owned or controlled by MART, including MART Limited Partnership (the "Operating
Partnership").
Description of Business
The Company is a fully integrated, self-administered real estate investment
trust which owns, acquires, develops, redevelops, leases and manages primarily
neighborhood or community shopping centers in the Middle Atlantic region of the
United States.
The Company has an equity interest in 35 operating shopping centers, 29 of
which are wholly owned by the Company and six in which the Company has ownership
interests ranging from 50% to 93%, as well as other commercial properties. The
Company also owns seven undeveloped parcels of land totaling approximately 147
acres, which it is holding for development or sale.
All of MART's interests in properties are held directly or indirectly by,
and all of its operations relating to the properties are conducted through, the
Operating Partnership. Subject to certain conditions, units of partnership
interest in the Operating Partnership ("Units") may be exchanged by the limited
partners for cash or, at the option of MART, the obligation may be assumed by
MART and paid either in cash or in common shares of beneficial interest in MART
on a one-for-one basis. MART control the Operating Partnership as the sole
general partner, and owns approximately 80% of the Units at March 31, 2000.
Consolidated Financial Statements
The accompanying consolidated financial statements have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not include
all of the information necessary for a fair presentation of financial condition,
results of operations and cash flows in accordance with generally accepted
accounting principles. The financial statements have been prepared using the
accounting policies described in the Company's 1999 annual report on Form 10-K.
The consolidated balance sheet as of March 31, 2000 and the consolidated
statements of operations and cash flows for the three month periods ended March
31, 2000 and March 31, 1999, have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows have been included. The results of operations for the
period ended March 31, 2000 are not necessarily indicative of the operating
results for the full year.
Segment Information
The Company's only reportable segment is Shopping Centers. This segment includes
the operation and management of shopping center properties, and revenues are
derived primarily from rents and services to tenants. These properties are
managed separately from the other property types owned by the Company because
they require different operating strategies and management expertise.
Segment operating results are measured and assessed based on a performance
measure known as Funds from Operations ("FFO"). FFO is defined as net earnings
(computed in accordance with generally accepted accounting principles),
excluding cumulative effects of changes in accounting principles, extraordinary
items and gains or losses from sales of operating properties, plus depreciation
and amortization, and after adjustments to record unconsolidated partnerships
and joint ventures on the same basis. FFO is not a measure of operating results
or cash flows from operating activities as measured by generally accepted
accounting principles, 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.
6
MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements - Continued
(UNAUDITED)
Operating results for the segments are summarized as follows:
Three months ended March 31,
2000 1999
- ----------------------------------------------------------------------------------------------------------------
Shopping All Shopping All
Centers Other Total Centers Other Total
- ----------------------------------------------------------------------------------------------------------------
Revenues $ 13,409,927 499,454 13,909,381 12,508,074 513,676 13,021,750
Expenses, exclusive of 7,443,098 208,210 7,651,308 6,538,028 214,093 6,752,121
depreciation and
amortization of property
and improvements
Minority Interest 829,854 (3,279) 826,575 799,522 (280) 799,242
------------------------------------------------------------------------------------
FFO $ 5,136,975 294,523 5,431,498 5,170,524 299,863 5,470,387
====================================================================================
A reconciliation of FFO reported to earnings from operations in the financial
statements is summarized as follows:
Three months ended March 31,
2000 1999
- --------------------------------------------------------------
Operating results:
FFO $ 5,431,498 5,470,387
Depreciation and
amortization of
property and
improvements 2,504,492 2,295,418
---------------------------------
Earnings from operations $ 2,927,006 3,174,969
=================================
Earnings Per Share
Basic earnings per share ("EPS") is computed by dividing earnings available to
common shareholders by the weighted average number of common shares outstanding.
Diluted EPS is computed after adjusting the numerator and denominator of the
basic EPS computation for the effects of all dilutive potential common shares
outstanding during the period. The dilutive effects of convertible securities
are computed using the "if-converted" method and the dilutive effects of
options, warrants and their equivalents (including fixed awards and nonvested
shares issued under share-based compensation plans) are computed using the
"treasury stock" method.
The following table sets forth information relating to the computation of basic
and diluted earnings per share:
Three months ended March 31,
2000 1999
- -------------------------------------------------------------------------------------------------------------------
Numerator:
Net earnings $ 2,927,006 3,174,969
Dividends on unvested restricted share awards (67,866) (72,032)
-----------------------------
Numerator for basic earnings per share--earnings available to common shareholders 2,859,140 3,102,937
Interest on subordinated debentures - 283,341
-----------------------------
Numerator for diluted earnings per share--earnings available to common shareholders $ 2,859,140 3,386,278
=============================
Denominator:(1)
Denominator for basic earnings per share--weighted average shares outstanding 13,560,516 14,135,807
Effect of dilutive securities:
Debentures - 1,326,762
Unvested portion of restricted share awards and share options 2,567 13,384
-----------------------------
Denominator for diluted earnings per share--adjusted weighted average shares 13,563,083 15,475,953
=============================
(1) Effects of potentially dilutive securities are presented only in periods in
which they are dilutive. At March 31, 2000, the convertible subordinated
debentures, if converted, would produce an additional 1,261,524 shares and the
Units, if exchanged, would produce an additional 3,373,907 shares.
7
MID-ATLANTIC REALTY TRUST
Notes To Consolidated Financial Statements - Continued
(UNAUDITED)
Convertible Subordinated Debentures
Effective September 11, 1993, the Company issued $60,000,000 of convertible
subordinated debentures at 7.625% scheduled to mature in September 2003.
Interest on the debentures is paid semi-annually on March 15 and September 15.
The debentures are convertible, unless previously redeemed, at any time prior to
maturity into common shares of beneficial interest of the Company at $10.50 per
share, subject to certain adjustments. The balance of the debentures, at March
31, 2000, of $13,246,000, if fully converted, would produce additional 1,261,524
shares. The debentures are redeemable by the Company at any time at 100% of the
principal amount thereof, together with accrued interest. The debentures are
subordinate to all mortgages payable.
8
Part I. FINANCIAL INFORMATION
ITEM 2.
MID-ATLANTIC REALTY TRUST
Management's Discussion And Analysis
Of Financial Condition And Results Of Operations
The following discussion and analysis of operating results covers each of the
Company's business segments for the quarters ended March 31, 2000 and 1999.
Management believes that a segment analysis provides the most effective
means of understanding the business. Segment data are reported using the
accounting policies followed by the Company for internal reporting to
management. These policies are the same as those used for external reporting.
Operating Results- Shopping Centers
The operating results of shopping centers properties are affected significantly
by acquisition and disposition transactions and openings of newly developed or
redeveloped properties. Information related to shopping center acquisitions,
dispositions and developments/redevelopments completed during 2000 and 1999 is
summarized in the following table:
Transaction or
Property Opening Date
- -------------------------------------------------------
Acquisitions
- ------------
Fullerton Plaza March 2000
Stonehedge Square February 2000
Saucon Valley March 1999
Development/Redevelopment
- -------------------------
Harford Mall December 1999
Arundel Plaza March 1999
Operating results of shopping center properties are summarized as follows (in
thousands):
Three months ended March 31,
2000 1999
-----------------------
Revenues $ 13,410 12,508
Operating and interest expenses, exclusive of depreciation and amortization 7,443 6,538
Depreciation and amortization 2,384 2,180
Minority interest 830 799
-----------------------
Earnings from operations $ 2,753 2,991
=======================
Revenues from shopping centers increased by $902,000 in 2000, due primarily
to the operations of the properties acquired in 2000 and 1999 ($473,000), the
redevelopment projects ($500,000) and other net rental and occupancy changes.
Operating and interest expenses (exclusive of depreciation and amortization)
for shopping center properties increased by $905,000 in 2000 due primarily to
the acquisitions and redevelopments referred to above ($729,000). Depreciation
and amortization expense increased by $204,000 in 2000 due primarily to the
acquisitions and redevelopments referred to above.
9
MID-ATLANTIC REALTY TRUST
Management's Discussion And Analysis
Of Financial Condition And Results Of Operations - Continued
Operating Results- All Other Properties
Operating results of all other properties are summarized as follows (in
thousands):
Three months ended March 31,
2000 1999
-----------------------------
Revenues $ 499 514
Operating and interest expenses, exclusive of depreciation and amortization 208 214
Depreciation and amortization 120 116
Minority interest (3) -
-----------------------------
Earnings from operations $ 174 184
=============================
Funds from Operations
The Company uses a supplemental performance measure along with net earnings to
report its operating results. This measure is referred to as Funds from
Operations ("FFO"). FFO is defined by the National Association of Real Estate
Investment Trusts, Inc. (NAREIT) as net earnings (computed in accordance with
generally accepted accounting principles), excluding cumulative effects of
changes in accounting principles, extraordinary items and gains or losses on
sales of operating properties, plus depreciation and amortization, and after
adjustments to record unconsolidated partnerships and joint ventures on the same
basis. FFO does not represent cash flows from operations as defined by generally
accepted accounting principles (GAAP). FFO is not indicative that cash flows are
adequate to fund all cash needs and should not be considered as an alternative
to cash flows as a measure of liquidity. The Company's FFO may not be comparable
to the FFO of other REIT's because they may not use the current NAREIT
definition or they may interpret the definition differently.
FFO was $5,431,000 and $5,470,000 for the three months ended March 31, 2000 and
1999, respectively. The reasons for significant changes in revenues and expenses
comprising FFO by segment are described above. The decrease in FFO in 2000 is
due primarily to the bankruptcy of a principal tenant at a shopping center in
July 1999. The decrease also reflects the Company's decision to use
approximately $6,108,000 to repurchase 548,945 common shares during the year
ended March 31, 2000.
In 1999, NAREIT clarified the definition of FFO to address diversity in practice
with respect to the treatment of nonrecurring items. Under the revised
definition, FFO includes all nonrecurring items that are included in net
earnings, except for gains and losses from sales of depreciable operating
properties and items that are defined as extraordinary items under GAAP. The
clarified definition was effective January 1, 2000 and was applicable
retroactively. It did not change the Company's calculation of
FFO.
Liquidity and Capital Resources
The Company had cash and cash equivalents of $1,245,784 at March 31, 2000.
Net cash provided by operating activities was $6,751,000 and $6,851,000 in
the three months ended March 31, 2000 and 1999, respectively. The changes in
cash provided by operating activities were due primarily to the factors
discussed above in the comparisons of operating results. The level of net cash
provided by operating activities is also affected by the timing of receipt of
revenues and the payment of operating and interest expenses.
Net cash used by investing activities increased by $7,320,000 to
$17,629,000 in 2000 from $10,309,000 in 1999. The increase was due primarily to
a higher level of acquisitions.
Net cash used by financing activities increased by $7,832,000 to
$11,886,000 in 2000 from $4,054,000 in 1999. The increase was primarily a result
of increased credit line borrowings $10,000,000 and decreased net financing
proceeds ($1,474,000).
Cautionary Disclosure Relating to Forward Looking Statements
Statements made in this document include forward looking statements under the
federal securities laws. Statements that are not historical in nature, including
the words "anticipate," "estimate," "should," "expect," "believe," "intend," and
similar expressions are intended to identify forward looking statements. While
these statements reflect the Company's good faith beliefs based on current
expectations, estimates and projections about (among other things) the industry
and the markets in which the Company operates, they are not guarantees of future
performance, involve known and unknown risks and uncertainties that could cause
actual results to differ
10
MID-ATLANTIC REALTY TRUST
Management's Discussion And Analysis
Of Financial Condition And Results Of Operations - Continued
Cautionary Disclosure Relating to Forward Looking Statements (Continued)
materially from those in the forward looking statements, and should not be
relied upon as predictions of future events. Factors which could impact future
results include (among other things) general economic conditions, local real
estate conditions, oversupply of available space, financial condition of
tenants, timely ability to lease or re-lease space upon favorable economic
terms, agreements with anchor tenants, interest rates, availability of
financing, competitive factors, and similar considerations. The Company
disclaims any obligation to publicly update or revise any forward looking
statement, whether as a result of new information, future events or otherwise.
For a discussion of risks and uncertainties that could cause actual results to
differ materially from those contained in the forward looking statements, see
"Risk Factors" filed as Exhibit 99.1 to the Company's Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk- There have
been no material changes in the Company's market risk information since December
31, 1999.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings - In the ordinary course of business, the company is
involved in legal proceedings. However, there are no material legal proceedings
pending against 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 - The Annual Meeting
of Shareholders is to be held on May 12, 2000. At this time, matters which
appeared on the April 5, 2000 proxy statement will be submitted for approval.
Item 5. Other Information -
Summary Financial Data
The following sets forth summary financial data which has been prepared by the
Company without audit. Management believes the following data should be used as
a supplement to the historical statements of operations. The data should be read
in conjunction with the historical financial statements and the notes thereto
for MART.
11
MID-ATLANTIC REALTY TRUST
Summary Financial Data
(In thousands, except per share data)
Three months
ended March 31,
---------------------------------
2000 1999
---------------------------------
Revenues $ 13,909,381 13,021,750
==================================
Net earnings $ 2,927,006 3,174,969
==================================
Net earnings per share - basic $ 0.21 0.22
Net earnings per share - diluted 0.21 0.22
==================================
Total assets $ 348,672,908 328,570,661
Indebtedness -
Total mortgages, convertible debentures, construction
loans, notes and loans payable $ 210,029,027 186,593,831
==================================
Funds from Operations (FFO) - (1) $ 5,431,498 5,470,387
==================================
Net cash flow:
Provided by operating activities $ 6,750,937 6,850,787
Used in investing activities $ (17,628,600) (10,308,784)
Provided by financing activities $ 11,885,569 4,053,872
==================================
Cash dividends paid per share $ 0.27 0.26
==================================
Weighted average number of shares outstanding - EPS:
Basic 13,560,516 14,135,807
Diluted 13,563,083 15,475,973
==================================
RECONCILIATION OF NET EARNINGS TO FFO
Net earnings $ 2,927,006 3,174,969
Depreciation 2,504,492 2,295,418
----------------------------------
FFO $ 5,431,498 5,470,387
==================================
(1) The Company believes that Funds from Operations (FFO) provides relevant and
meaningful information about its operating performance that is necessary, along
with net earnings, for an understanding of its operating results. Funds from
operations is defined by the National Association of Real Estate Investment
Trust, Inc. (NAREIT) as net earnings (computed in accordance with generally
accepted accounting principles), excluding cumulative effects of changes in
accounting principles, extraordinary items and gains or losses on sales of
properties, plus depreciation and amortization, and after adjustments to record
unconsolidated partnerships and joint ventures on the same basis. FFO does not
represent cash flows from operations as defined by generally accepted accounting
principles (GAAP). FFO is not indicative that cash flows are adequate to fund
all cash needs and should not be considered as an alternative to cash flows as a
measure of liquidity. The Company's FFO may not be comparable to the FFO of
other REIT's because they may not use the current NAREIT definition or they may
interpret the definition differently.
Item 6. Exhibits and Reports on From 8-K - None
12
MID-ATLANTIC REALTY TRUST AND SUBSIDIARIES
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.
MID-ATLANTIC REALTY TRUST AND
SUBSIDIARIES
(Registrant)
Date: 4/28/00 /s/ F. Patrick Hughes
---------------------------- -------------------------------------
F. Patrick Hughes
President and Chief Executive Officer
Date: 4/28/00 /s/ Janice C. Robinson
----------------------------- -------------------------------------
Janice C. Robinson
Vice President and Controller
13