<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2000
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission file number 1-14760
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RESOURCE ASSET INVESTMENT TRUST
----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 23-2919819
--------------------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1845 WALNUT STREET, 10TH FLOOR, PHILADELPHIA, PA 19103
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(Address of principal executive offices) (Zip Code)
(215) 861-7900
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(Registrant's telephone number, including area code)
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 July 31, 2000, 6,256,851 common shares of beneficial interest,
par value $0.01 per share, were outstanding.
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Index to Quarterly Report
on Form 10-Q
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 2000 (unaudited)
and December 31, 1999 3
Consolidated Statements of Income (unaudited) for the three
and six months ended June 30, 2000 and 1999 4
Consolidated Statements of Cash Flows (unaudited) for the
six months ended June 30, 2000 and 1999 5
Notes to Consolidated Financial Statements-June 30, 2000 (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
PART II. OTHER INFORMATION
Item 6. Exhibits 15
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<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, 2000
(unaudited) December 31, 1999
------------- -----------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 20,581,929 $ 11,323,301
Restricted cash 3,931,923 5,283,886
Investments in real estate loans, net 120,691,219 160,485,767
Investments in real estate, net 107,598,435 89,936,339
Tenant escrows 230,096 164,378
Accrued interest receivable 2,049,048 1,544,984
Furniture, fixtures and equipment, net 101,115 88,243
Prepaid expenses and other assets 2,294,094 1,001,775
------------ ------------
Total Assets $257,477,859 $269,828,673
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts payable and accrued liabilities $ 643,623 $ 332,040
Accrued interest payable 1,375,574 1,033,484
Deferred interest payable 865,284 788,841
Tenant security deposits 493,456 270,908
Borrowers' escrows 3,706,167 5,308,136
Dividends payable 3,179,121 -
Deferred income 420,000 693,162
Senior indebtedness secured by real estate
underlying the Company's wraparound loans 43,754,266 78,478,730
Long term debt secured by real estate owned 94,136,005 82,685,074
Secured line of credit 20,000,000 14,000,000
------------ ------------
Total Liabilities 168,573,496 183,590,375
Minority interest 2,644,853 -
Shareholders' Equity
Preferred Shares, $.01 par value; 25,000,000
authorized shares - -
Common Shares, $.01 par value; 200,000,000
authorized shares; 6,233,571 and 6,199,127 at
June 30, 2000 and December 31, 1999, respectively,
issued and outstanding 62,336 61,991
Additional paid-in-capital 86,493,680 86,159,238
(Accumulated deficit)/retained earnings (296,506) 17,069
------------ ------------
Total Shareholders' Equity 86,259,510 86,238,298
------------ ------------
Total Liabilities and Shareholders' Equity $257,477,859 $269,828,673
============ ============
</TABLE>
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<PAGE>
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, Ended June 30,
--------------------------------- --------------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES
Mortgage interest income $ 4,046,307 $ 5,173,243 $ 8,707,033 $ 9,728,060
Rental income 4,936,921 2,932,094 8,786,931 5,637,720
Fee income and other 557,317 22,500 699,300 295,000
Investment income 171,619 41,964 343,808 104,818
Gain on sale of loan - 131,125 - 131,125
----------- ----------- ----------- -----------
Total Revenues 9,712,164 8,300,926 18,537,072 15,896,723
COSTS AND EXPENSES
Interest 3,212,113 2,894,959 6,014,409 5,519,844
Property operating expenses 2,284,384 1,516,918 4,243,970 2,728,396
General and administrative 450,408 396,531 800,518 788,862
Depreciation and amortization 723,508 608,348 1,349,809 1,052,915
----------- ----------- ----------- -----------
Total Costs and Expenses 6,670,413 5,416,756 12,408,706 10,090,017
----------- ----------- ----------- -----------
Net Income before minority interest $ 3,041,751 $ 2,884,170 $ 6,128,366 $ 5,806,706
----------- ----------- ----------- -----------
Minority interest (52,704) - (52,704) 17,761
----------- ----------- ----------- -----------
Net Income $ 2,989,047 $ 2,884,170 $ 6,075,662 $ 5,824,467
=========== =========== =========== ===========
Net Income per common share-basic $ .48 $ .47 $ .98 $ .94
=========== =========== =========== ===========
Weighted average common shares outstanding-basic 6,218,995 6,165,334 6,209,061 6,165,334
=========== =========== =========== ===========
Net income per common share-diluted $ .48 $ .47 $ .98 $ .94
=========== =========== =========== ===========
Weighted average common shares
outstanding-diluted 6,225,788 6,178,942 6,215,697 6,179,062
=========== =========== =========== ===========
</TABLE>
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<PAGE>
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended June 30,
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities
Net Income $ 6,075,662 $ 5,824,467
Adjustments to reconcile net income to net
cash provided by operating activities
Gain on sale of loan - (131,125)
Minority interest 52,704 (17,761)
Depreciation and amortization 1,349,809 1,052,915
Accretion of loan discount (213,474) (317,573)
Decrease (increase) in accrued interest receivable 24,269 (748,745)
Increase in prepaid expenses and other assets (1,603,656) (358,727)
Increase (decrease) in accounts payable and accrued liabilities 311,583 (47,720)
Increase (decrease) in accrued interest payable 342,090 (668)
Increase in deferred interest payable 76,443 358,936
Increase in tenant security deposits 222,548 42,435
Decrease (increase) in deferred income (273,162) 450,977
Decrease in borrowers' escrows (250,006) (408,275)
------------- -------------
Net cash provided by operating activities 6,049,092 5,699,136
------------- -------------
Cash flows from investing activities
Purchase of furniture, fixtures and equipment (1,991) (5,460)
Real estate loans purchased (1,828,333) (14,225,435)
Real estate loans originated (5,305,000) (8,868,192)
Proceeds from sale of loan - 2,481,782
Principal repayments of loans 12,285,253 14,861,932
Real estate purchases and improvements (5,740,538) (2,971,572)
Utilization of reserves held by mortgagee to pay taxes 1,162,254 684,091
------------- -------------
Net cash provided by (used in) investing activities $ 571,645 $ (8,042,854)
------------- -------------
Cash flows from financing activities
Advances on secured line of credit 6,000,000 9,135,000
Issuance of common stock, net 97,472 -
Payment of dividends (2,936,343) (3,144,320)
Principal repayments on senior indebtedness (193,266) (184,888)
Principal repayments on long-term debt (329,972) (221,857)
Other - (4,446)
------------- -------------
Net cash provided by financing activities 2,637,891 5,579,489
------------- -------------
Net change in cash and cash equivalents 9,258,628 3,234,771
------------- -------------
Cash and cash equivalents, beginning of period 11,323,301 5,011,666
------------- -------------
Cash and cash equivalents, end of period $ 20,581,929 $ 8,247,437
============= =============
</TABLE>
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<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, these unaudited financial statements
contain all disclosures, which are necessary to present fairly the Company's
consolidated financial position at June 30, 2000, and the results of operations
and the cash flows for the three and six months ended June 30, 2000 and 1999.
The financial statements include all adjustments (consisting only of normal
recurring adjustments) which in the opinion of management are necessary in order
to present fairly the financial position and results of operation for the
interim periods. Certain information and footnote disclosures normally included
in financial statements under generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
NOTE 2 - RESTRICTED CASH AND BORROWERS' ESCROWS
Restricted cash and borrowers' escrows represent borrowers' funds held
by the Company to fund certain expenditures or to be released at the Company's
discretion upon the occurrence of certain pre-specified events, and to serve as
additional collateral for the loans.
NOTE 3 - INVESTMENTS IN REAL ESTATE LOANS
The Company's portfolio of investments in real estate loans consisted
of the following at June 30, 2000:
<TABLE>
<CAPTION>
<S> <C>
Long-term first mortgages and senior loan participations $ 10,918,051
Mezzanine (including wraparound) loans 71,868,730
Short-term bridge loans 37,868,635
Loan costs 261,960
Less: Provision for loan losses (226,157)
------------
Investments in real estate loans 120,691,219
Less: Senior indebtedness secured by real estate
underlying the Company's wraparound loans (43,754,266)
-------------
Net Investments in real estate loans $ 76,936,953
=============
</TABLE>
The following is a summary description of the assets contained in the
Company's portfolio of investments in real estate loans:
<TABLE>
<CAPTION>
Number Average
of Loan-to- Yield Range of
Type of Loan Loans Value Range Maturities
------------ ----- ---------- ----- ----------
<S> <C> <C> <C> <C>
Long-term first mortgages and senior loan participations 6 44% 10-15% 3/28/01-7/14/09
Mezzanine (including wraparound) loans 12 86% 11-18%(1) 2/1/02-1/31/09
Short term bridge loans 5 79% 15-44% 8/31/00-1/29/01
</TABLE>
----------
(1) includes points charged
-6-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
Approximately $65.3 million of the loans are secured by multi-family
residential properties and $55.3 million of the loans are secured by commercial
properties.
As of June 30, 2000, twelve of the Company's purchased loans were still
subject to forbearance agreements or other contractual restructurings that
existed at the time the Company acquired the loans. During the quarter ended
June 30, 2000, all payments under the agreements were timely and all borrowers
were otherwise in full compliance with the terms of the agreements. The
remaining eleven loans in the Company's portfolio were performing in accordance
with their terms as originally underwritten by the Company and were current as
to payments as of June 30, 2000.
As of June 30, 2000, senior indebtedness secured by real estate
underlying the Company's wraparound loans consists of the following:
<TABLE>
<CAPTION>
<S> <C>
Loan payable, secured by real estate, monthly installments
of $13,789, including interest at 7.08%, remaining principal due
December 1, 2008 $ 1,895,122
Loan payable, secured by real estate, monthly installments of
$17,051, including interest at 6.83%, remaining principal
due December 1, 2008 2,394,726
Loan payable, secured by real estate, monthly installments of
$10,070, including interest at 6.83%, remaining principal
due December 1, 2008 1,517,489
Loan payable, secured by real estate, monthly installments of
$80,427, including interest at 6.95%, remaining principal due July
1, 2008 11,903,315
Loan payable. secured by real estate, monthly installments of
$28,090, including interest at 6.82%, remaining principal due
November 1, 2008 4,226,428
Loan payable, secured by real estate, monthly installments of
$72,005, including interest at 7.55%, remaining principal
due December 1 2008 9,817,186
Loan payable, secured by Company's interest in short-term bridge
loan of $17,576,712, interest only at 8.25% due monthly, principal
balance due December 1, 1999 12,000,000
-----------
$43,754,266
===========
</TABLE>
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<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
As of June 30, 2000 the senior indebtedness secured by real estate
underlying the Company's wraparound loans maturing in the remainder of 2000,
over the next four years, and the aggregate indebtedness maturing thereafter is
as follows:
2000 $ 12,198,736
2001 420,498
2002 451,502
2003 484,796
2004 520,550
Thereafter 29,678,184
------------
$ 43,754,266
============
NOTE 4-INVESTMENTS IN REAL ESTATE
Investments in real estate are comprised of the following at June 30,
2000:
Land $ 12,262,187
Office buildings and improvements 64,256,077
Apartment buildings 34,890,130
-------------
Subtotal 111,408,394
Less: Accumulated depreciation (3,809,959)
-------------
Investments in real estate, net $ 107,598,435
=============
As of June 30, 2000, long-term debt secured by the Company's
investments in real estate consists of the following:
<TABLE>
<CAPTION>
<S> <C>
Loan payable, secured by real estate, monthly installments of
$8,008, including interest at 7.33%, remaining principal due
August 1, 2008 $ 1,068,395
Loan payable, secured by real estate, monthly installments of
$288,314, including interest at 6.85%, remaining principal due
August 1, 2008 43,211,557(1)
Loan payable, secured by real estate, monthly
payments of interest only at 10%, principal due August 1, 2008 4,860,161(1)
Loan payable, secured by partnership interests in a real estate
partnership, monthly payments of interest only at 8.19%,
additional interest of 3.81% is deferred and payable from
net cash flow, principal and deferred interest due
September 1, 2008 18,308,135(1)
Loan payable, secured by real estate, monthly installments of
$107,255, including interest at 7.73%, remaining principal due
December 1, 2009 14,935,186
Loan payable, secured by real estate, monthly installments of
$87,960, including interest at 8.37%, remaining principal due
March 1, 2008 11,752,571
-------------
$ 94,136,005
=============
</TABLE>
(1) These loans all relate to a single investment in real estate.
-8-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
As of June 30, 2000 the amount of long-term debt secured by the
Company's investments in real estate maturing in the remainder of 2000, over the
next four years, and the aggregate indebtedness maturing thereafter, is as
follows:
2000 352,152
2001 749,643
2002 806,296
2003 867,258
2004 932,858
Thereafter 90,427,798
------------
$ 94,136,005
============
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<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
In addition to historical information, this discussion and analysis
contains forward-looking statements. These statements can be identified by the
use of forward-looking terminology including "may", "believe", "will", "expect",
"anticipate", "estimate", "continue" or similar words. These forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected in the forward-looking
statements. For a more complete discussion of these risks and uncertainties, see
the Company's Annual Report on Form 10-K for the year ended December 31, 1999
and, in particular, the Section titled "Cautionary Statements for Purposes of
the Safe Harbor." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. The Company undertakes no obligation to publicly revise or update
these forward-looking statements to reflect events or circumstances that arise
after the date of this report.
Overview
The Company commenced investment operations in January 1998. Its
principal business objective is to generate income for distribution to its
shareholders from a combination of interest, rents and distributions from loans
that the Company originates and funds, loans or property interests acquired and
other investments. The Company completed two public offerings of its common
shares during 1998 and utilized these proceeds, combined with repayment and
refinancing of its loans and property interests and its line of credit, to build
its investment portfolio.
Liquidity and Capital Resources
Since commencement of investment operations in January 1998, the
principal source of the Company's capital resources has been the two offerings
of its common shares, which, after offering costs and underwriting discounts and
commissions, resulted in net proceeds to the Company of $86.0 million.
Secondarily, the Company has obtained capital resources from the repayment,
refinancing, and sale of loans in its portfolio (or principal payments on those
loans), aggregating $2.5 million for the quarter ended June 30, 2000 ($12.3
million for the six months ended June 30, 2000). The principal use of these
funds has been the origination, acquisition and purchase of loans in the amount
of $6.8 million for the quarter ended June 30, 2000 ($7.1 million for the six
months ended June 30, 2000), and the purchase of real estate and improvements in
the amount of $200,000 for the quarter ended June 30, 2000 ($5.8 million for the
six months ended June 30, 2000).
The Company also receives funds from interest payments on its loans and
operating income from its property interests. As required by the Internal
Revenue Code of 1986, the Company utilizes these funds (to the extent of not
less than 95% of its taxable income) to pay dividends to its shareholders. For
the quarter ended June 30, 2000, the Company declared dividends of $3.2 million,
which were paid on July 13, 2000.
-10-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
In order to maintain liquidity, the Company continues to pursue a
strategy of providing shorter-term financing to its borrowers (generally in the
form of bridge financing) to increase the turnover of its investments, and
pursuing borrower refinancing of the Company's loans through senior lenders,
with the Company retaining junior interests. The Company is not currently
experiencing material difficulties in originating shorter-term financings or
obtaining senior lien refinancings on acceptable terms. However, there can be no
assurance that difficulties will not be encountered in the future, depending
upon the development of conditions in the credit markets.
At June 30, 2000, the Company had approximately $17.4 million in funds
available for investment ($3.2 million of cash held at June 30, 2000 was
reserved to pay a cash dividend on July 13, 2000). All cash was temporarily
invested in a money-market account that the Company believes has a high degree
of liquidity and safety.
Results of Operations
The Company had average earning assets for the three and six months
ended June 30, 2000 of $102.3 million and $102.5 million, respectively ($95.1
million and $93.0 million for the three and six months ended June 30, 1999),
including $18.8 million and $16.1 million of average earning assets invested in
a money-market account for the three and six months ended June 30, 2000,
respectively ($6.2 million for both the three and six months ended June 30,
1999.) The increases in total average earning assets and average earning assets
invested in a money-market account from the three and six months ended June 30,
1999 to the corresponding periods in 2000 were due to one loan repayment in the
first quarter of 2000, two loan repayments in the second quarter of 2000, and to
the utilization of the Company's credit line ($20.0 million and $9.1 million
outstanding at June 30, 2000 and 1999, respectively) in anticipation of
approximately $19.2 million of loans to be originated in July 2000.
Interest income derived from financings was $4.0 million and $8.7
million for the three and six months ended June 30, 2000 as compared to $5.2
million and $9.7 million for the corresponding periods in 1999. Interest income
from the money market account was $172,000 and $344,000 for the three and six
months ended June 30, 2000 compared to $42,000 and $105,000 for the
corresponding periods in 1999. The decrease in interest income from both the
three and six months ended June 30, 1999 to the corresponding periods in 2000
was due to a decrease in the Company's net investments in real estate loans
($76.9 million at June 30, 2000 versus $85.5 million at June 30, 1999) and an
increase in the Company's net investment in real estate ($107.6 million at June
30, 2000 versus $72.5 million at June 30, 1999). The shift in the Company's
portfolio from investments in real estate loans to investments in real estate
results from the structuring of certain financings in a manner that has the
features of an investment in a real estate loan, but for accounting purposes
requires presentation as an investment in real estate. The increases in interest
income from the money market account from the three and six months ended June
30, 1999 to the corresponding periods in 2000 was due to a higher balance of
assets invested in a money-market account due to a loan repayment in the first
quarter of 2000, and a draw on the secured line of credit in the amount of $6.0
million in anticipation of several loan closings. The yield on average earning
non-money market assets was 19.4% and 18.4% for the three and six months ended
June 30, 2000 and was 7.3% and 17.4% for the corresponding periods in 1999. The
increases in yield are due to a decrease in the Company's cost of funds due to
utilization of the secured line of credit and to the Company's ability to
increase the pricing of its loans in response to market conditions. The yield on
average earning money market account assets was 3.6% and 4.3% for the three and
six months ended June 30, 2000 as compared to 5.0% for both the three and six
months ended June 30, 1999. The decrease in yield on average earning money
market account assets was due to a decrease in amounts paid by banks on money
market funds. The Company derived $4.9 million from rents from its property
interests for the quarter ended June 30, 2000 ($8.8 million for the six months
ended June 30, 2000) compared to $2.9 million for the quarter ended June 30,
1999 ($5.6 million for the six months ended June 30, 1999). The increase in
rents from the Company's property interests from the three and six months ended
June 30, 1999 to the same periods in 2000 was due to an increase in the
Company's investment in real estate and a decrease in the Company's investment
in real estate loans as discussed above.
-11-
<PAGE>
RESOURCE ASSET INVESTMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
Twelve of the Company's purchased loans remained subject to forbearance
agreements or other contractual restructurings that existed at the time the
Company acquired the loans. During the quarter ended June 30, 2000, all payments
under the agreements were timely made and all borrowers were otherwise in full
compliance with the terms of the agreements. The remaining eleven loans in the
Company's portfolio are performing in accordance with their terms as originally
underwritten by the Company and were current as to payments as of June 30, 2000.
During the quarter ended June 30, 2000, the Company incurred expenses
of $6.7 million ($12.4 million for the six months ended June 30, 2000) compared
to $5.4 million for the three months ended June 30, 1999 ($10.1 million for the
six months ended June 30, 1999). The expenses consist of interest expense,
operating expenses relating to the Company's property interests, general and
administrative expenses and depreciation and amortization. Interest expense was
$3.2 million and $6.0 million for the three and six months ended June 30, 2000
as compared to $2.9 million and $5.5 million for the corresponding periods in
1999. Interest expense relates to interest payments made on senior indebtedness
encumbering properties underlying the Company's investments in wraparound loans
and properties owned by the Company and interest payments made on the Company's
secured line of credit, all of which increased as a result of the increase in
the Company's loan portfolio. Property operating expenses were $2.3 million and
$4.2 million for the three and six months ended June 30, 2000 compared to $1.5
million and $2.7 million for the corresponding periods in 1999. Depreciation and
amortization was $724,000 and $1.3 million for the three and six months ended
June 30, 2000 as compared to $608,000 and $1.1 million for the corresponding
periods in 1999. The increases in property operating expenses, depreciation and
amortization from the three and six months ended June 30, 1999 to the
corresponding periods in 2000, were due to an increase in the Company's
investment in real estate and a decrease in the Company's investment in real
estate loans as discussed above. General and administrative expenses were
$450,000 and $800,000 for the three and six months ended June 30, 2000 as
compared to $397,000 and $789,000 for the corresponding periods in 1999.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in the Company's assessment of its
sensitivity to market risk since its presentation in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999.
-12-
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Financial Data Schedule
(b) Reports on Form 8-K
(1) On April 12, 2000 the Company filed a report on Form 8-K Item 5,
discussing the resignation of one of its officers.
-13-
<PAGE>
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.
August 14, 2000 /s/ Ellen J. DiStefano
---------------------------- ----------------------
DATE Ellen J. DiStefano
Chief Financial Officer
(On behalf of the registrant and
as its principal financial officer)
-14-
