FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] 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 0-19242
UNITED INVESTORS GROWTH PROPERTIES II (Exact name of
small business issuer as specified in its charter)
Missouri 43-1542902
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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___
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
UNITED INVESTORS GROWTH PROPERTIES II
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C>
Cash and cash equivalents $ 487
Receivables and deposits 67
Restricted escrows 13
Other assets 147
Investment properties:
Land $ 1,071
Buildings and related personal property 7,653
8,724
Less accumulated depreciation (2,453) 6,271
$ 6,985
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 16
Tenant security deposit liabilities 45
Accrued property taxes 61
Other liabilities 62
Mortgage notes payable 6,187
Partners' (Deficit) Capital
General partner $ (19)
Limited partners (20,661 units
issued and outstanding) 633 614
$ 6,985
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
b)
UNITED INVESTORS GROWTH PROPERTIES II
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
(Restated) (Restated)
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 415 $ 416 $ 841 $ 826
Other income 23 20 49 48
Total revenues 438 436 890 874
Expenses:
Operating 164 150 321 299
General and administrative 33 39 58 58
Depreciation 97 80 192 168
Interest 119 124 221 248
Property taxes 39 30 61 57
Total expenses 452 423 853 830
(Loss) income before cumulative effect
of a change in accounting principle (14) 13 37 44
Cumulative effect on prior years of a
change in accounting for the cost of
exterior painting and major
landscaping -- -- -- 46
Net (loss) income $ (14) $ 13 $ 37 $ 90
Net (loss) income allocated to general
partner (1%) -- -- -- 1
Net (loss) income allocated to limited
partners (99%) (14) 13 37 89
$ (14) $ 13 $ 37 $ 90
Per limited partnership unit:
(Loss) income before cumulative effect
of a change in accounting principle (0.68) 0.63 1.79 2.11
Cumulative effect on prior years of a
change in accounting for the cost of
exterior painting and major
landscaping -- -- -- 2.20
Net (loss) income $ (0.68) $ 0.63 $ 1.79 $ 4.31
Distributions per limited partnership
unit $ -- $ -- $ 19.17 $ --
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
c)
UNITED INVESTORS GROWTH PROPERTIES II
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 20,661 $ -- $ 5,165 $ 5,165
Partners' (deficit) capital at
December 31, 1999 20,661 $ (15) $ 992 $ 977
Partners' distributions -- (4) (396) (400)
Net income for the six months
ended June 30, 2000 -- -- 37 37
Partners' (deficit) capital
at June 30, 2000 20,661 $ (19) $ 633 $ 614
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
d)
UNITED INVESTORS GROWTH PROPERTIES II
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
Cash flows from operating activities: (Restated)
<S> <C> <C>
Net income $ 37 $ 90
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 192 168
Amortization of loan costs 8 12
Cumulative effect on prior years of a change in
accounting principle -- (46)
Change in accounts:
Receivables and deposits 186 57
Other assets (10) (6)
Accounts payable (89) (9)
Tenant security deposit liabilities (1) 2
Accrued property taxes 29 (42)
Other liabilities (10) (8)
Net cash provided by operating activities 342 218
Cash flows from investing activities:
Property improvements and replacements (56) (111)
Net receipts from restricted escrows 16 12
Net cash used in investing activities (40) (99)
Cash flows from financing activities:
Payments on mortgage notes payable (45) (33)
Loan costs paid (18) --
Partners' distributions (400) --
Net cash used in financing activities (463) (33)
Net (decrease) increase in cash and cash equivalents (161) 86
Cash and cash equivalents at beginning of period 648 316
Cash and cash equivalents at end of period $ 487 $ 402
Supplemental disclosure of cash flow information:
Cash paid for interest $ 213 $ 235
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
e)
UNITED INVESTORS GROWTH PROPERTIES II
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of United Investors
Growth Properties II (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. 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 United Investors Real Estate, Inc. (the
"General Partner"), a Delaware corporation, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended June
30, 2000, are not necessarily indicative of the results that may be expected for
the fiscal year ending December 31, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999.
Principles of Consolidation
The consolidated financial statements include all the accounts of the
Partnership and its 100% owned limited liability company, Stone Ridge
Apartments, L.L.C. and its 99.99% owned partnership, Riverwalk Apartments
Limited Partnership ("Riverwalk"). The Partnership is the sole general partner
of Riverwalk and an unaffiliated individual is the sole limited partner. The
Partnership is able to control the major operating and financial policies of
Riverwalk. As a result, the Partnership consolidates its interest in these two
entities, whereby all accounts are included in the consolidated financial
statements of the Partnership with all inter-entity accounts being eliminated.
The minority interest of the limited partner of Riverwalk is not material to the
Partnership.
Change in Accounting Principle
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping. The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the expenditures and
it is consistent with industry practice and the policies of the General Partner.
This accounting change was first reported during the fourth quarter of 1999.
Accordingly, net income for the three and six month periods ended June 30, 1999
has been restated to reflect the accounting change as if it were reported during
the first quarter of 1999. This adjustment decreased income before the
cumulative effect of the accounting change for the six month period ended June
30, 1999 by approximately $9,000 ($0.44 per limited partnership unit). This
adjustment decreased income for the three month period ended June 30, 1999 by
approximately $5,000 ($0.24 per limited partnership unit). The cumulative effect
adjustment of approximately $46,000 ($2.20 per limited partnership unit) is the
result of applying retroactively the aforementioned accounting principle change
and is included in income for the six months ended June 30, 1999. The accounting
change will not have an affect on cash flow, funds available for distribution or
fees payable to the General Partner and affiliates.
<PAGE>
Note B - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
has had or will have a material effect on the affairs and operations of the
Partnership.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for payments to affiliates for property
management services based on a percentage of revenue and for reimbursement of
certain expenses incurred by affiliates on behalf of the Partnership.
The following payments were made to affiliates of the General Partner during
each of the six month periods ended June 30, 2000 and 1999:
2000 1999
(in thousands)
Property management fees (included in operating expenses) $ 45 $ 43
Reimbursement for services of affiliates (included in
general and administrative expenses) 18 15
During the six months ended June 30, 2000 and 1999, affiliates of the General
Partner were entitled to receive 5% of gross receipts from both of the
Registrant's properties as compensation for providing property management
services. The Registrant paid to such affiliates approximately $45,000 and
$43,000, for management fees for the six month periods ended June 30, 2000 and
1999, respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $18,000 and $15,000, for the
six month periods ended June 30, 2000 and 1999, respectively.
AIMCO and its affiliates currently own 1,998 limited partnership units in the
Partnership representing 9.67% of the outstanding units. A number of these units
were acquired pursuant to tender offers made by AIMCO or its affiliates. It is
possible that AIMCO or its affiliates will make one or more additional offers to
acquire additional limited partnership interests in the Partnership for cash or
in exchange for units in the operating partnership of AIMCO. Under the
Partnership Agreement, unitholders holding a majority of the Units are entitled
to take action with respect to a variety of matters. When voting on matters,
AIMCO would in all likelihood vote the Units it acquired in a manner favorable
to the interest of the General Partner because of their affiliation with the
General Partner.
<PAGE>
Note D - Distributions
During the six months ended June 30, 2000, the Partnership paid cash
distributions of approximately $400,000 (approximately $396,000 to the limited
partners or $19.17 per limited partnership unit) of which approximately $111,000
(approximately $110,000 to the limited partners or $5.33 per limited partnership
unit) represented cash from operations and approximately $289,000 (approximately
$286,000 to the limited partners or $13.84 per limited partnership unit)
represented proceeds from the refinancing of Riverwalk Apartments in December
1999. Subsequent to June 30, 2000, the Partnership declared and paid a
distribution of approximately $299,000 (approximately $296,000 to the limited
partners or $14.33 per limited partnership unit) from operations. No cash
distributions were made to the partners during the six months ended June 30,
1999.
Note E - Mortgage Refinancing
On December 29, 1999, the Partnership refinanced the mortgage encumbering
Riverwalk Apartments. The refinancing replaced indebtedness of approximately
$2,551,000 with a new mortgage in the amount of $3,000,000. The new loan
requires monthly principal and interest payments and is being amortized over 20
years. Total capitalized loan costs were approximately $47,000 during the year
ended December 31, 1999. The Partnership spent approximately $18,000 on
additional loan costs during the six months ended June 30, 2000.
Note F - Segment Reporting
Description of the types of products and services from which the reportable
segment derives its revenues: The Partnership has one reportable segment:
residential properties. The Registrant's residential property segment consists
of two apartment complexes, one located in Houston, Texas and another located in
Overland Park, Kansas. The Partnership rents apartment units to tenants for
terms that are typically twelve months or less.
Measurement of segment profit or loss: The Partnership evaluates performance
based on segment profit (loss) before depreciation. The accounting policies of
the reportable segment are the same as those of the Partnership as described in
the Partnership's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999.
Factors management used to identify the enterprise's reportable segment: The
Partnership's reportable segment consists of investment properties that offer
similar products and services. Although each of the investment properties is
managed separately, they have been aggregated into one segment as they provide
services with similar types of products and customers.
<PAGE>
Segment information for the three and six month periods ended June 30, 2000 and
1999 is shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expense not allocated to
reportable segments.
<TABLE>
<CAPTION>
Six months ended June 30, 2000 Residential Other Totals
<S> <C> <C> <C>
Rental income $ 841 $ -- $ 841
Other income 42 7 49
Interest expense 221 -- 221
Depreciation 192 -- 192
General and administrative expense -- 58 58
Segment profit (loss) 88 (51) 37
Total assets 6,774 211 6,985
Capital expenditures for investment
properties 56 -- 56
Three months ended June 30, 2000 Residential Other Totals
Rental income $ 415 $ -- $ 415
Other income 20 3 23
Interest expense 119 -- 119
Depreciation 97 -- 97
General and administrative expense -- 33 33
Segment profit (loss) 16 (30) (14)
Six months ended June 30, 1999 Residential Other Totals
(Restated)
Rental income $ 826 $ -- $ 826
Other income 44 4 48
Interest expense 248 -- 248
Depreciation 168 -- 168
General and administrative expense -- 58 58
Cumulative effect of a change in accounting
principle 46 -- 46
Segment profit (loss) 144 (54) 90
Total assets 6,847 227 7,074
Capital expenditures for investment
properties 111 -- 111
Three months ended June 30, 1999 Residential Other Totals
(Restated)
Rental income $ 416 $ -- $ 416
Other income 18 2 20
Interest expense 124 -- 124
Depreciation 80 -- 80
General and administrative expense -- 39 39
Segment profit (loss) 50 (37) 13
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for each of
the six month periods ended June 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Riverwalk Apartments 94% 95%
Houston, Texas
Stone Ridge Apartments 96% 96%
Overland Park, Kansas
Results of Operations
The Registrant's net income for the six months ended June 30, 2000 was
approximately $37,000 as compared to net income of approximately $90,000 (as
restated) for the six months ended June 30, 1999. The Registrant's net loss for
the three months ended June 30, 2000 was approximately $14,000 as compared to
net income of approximately $13,000 (as restated) for the three months ended
June 30, 1999. The decrease in net income for the six month period ended June
30, 2000 is primarily due to the cumulative effect on prior years of a change in
accounting principle recognized during the six months ended June 30, 1999 as
discussed below.
Excluding the cumulative effect on prior years of a change in accounting
principle, the Partnership had income of approximately $37,000 for the six
months ended June 30, 2000 and approximately $44,000 for the six months ended
June 30, 1999. Income decreased for the three and six month periods ended June
30, 2000 compared to the three and six month periods ended June 30, 1999 due to
an increase in total expenses partially offset by an increase in total revenues.
Total revenues increased for the six month period ended June 30, 2000 due to an
increase in rental income. Rental income increased as a result of average rental
rate increases at both properties which more than offset the slight decrease in
occupancy at Riverwalk Apartments. The slight increase in total revenues for the
three month period ended June 30, 2000 was due to an increase in other income.
Other income increased primarily due to an increase in interest income due to
increased cash balances in interest-bearing accounts.
Total expenses increased for the six month period ended June 30, 2000 primarily
due to increased operating expense and depreciation expense which is partially
offset by decreased interest expense. Total expenses increased for the three
month period ended June 30, 2000 primarily due to increased operating expense
and depreciation expense which is partially offset by decreased interest expense
and general and administrative expense. Operating expenses increased for the
three and six month periods ended June 30, 2000 due to increased insurance
premiums at both properties and increased maintenance and repairs expenses at
Riverwalk Apartments. Depreciation expense increased for the three and six month
periods ended June 30, 2000 due to property improvements and replacements
completed during the past twelve months that are now being depreciated. Interest
expense decreased for the three and six month periods ended June 30, 2000 due to
the refinancing of Riverwalk Apartments at a lower interest rate. General and
administrative expenses decreased for the three month period ended June 30, 2000
due to decreased professional fees. Included in general and administrative
expenses at both June 30, 2000 and 1999, are reimbursements to the General
Partner allowed under the Partnership Agreement associated with its management
of the Partnership. Costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit
required by the Partnership Agreement are also included.
Effective January 1, 1999, the Partnership changed its method of accounting to
capitalize the cost of exterior painting and major landscaping. The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the expenditures and
it is consistent with industry practice and the policies of the General Partner.
This accounting change was first reported during the fourth quarter of 1999.
Accordingly, net income for the three and six month periods ended June 30, 1999
has been restated to reflect the accounting change as if it were reported during
the first quarter of 1999. This adjustment decreased income before the
cumulative effect of the accounting change for the six month period ended June
30, 1999 by approximately $9,000 ($0.44 per limited partnership unit). This
adjustment decreased income for the three month period ended June 30, 1999 by
approximately $5,000 ($0.24 per limited partnership unit). The cumulative effect
adjustment of approximately $46,000 ($2.20 per limited partnership unit) is the
result of applying retroactively the aforementioned accounting principle change
and is included in income for the six months ended June 30, 1999. The accounting
change will not have an affect on cash flow, funds available for distribution or
fees payable to the General Partner and affiliates.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment properties to assess
the feasibility of increasing rents, maintaining or increasing occupancy levels
and protecting the Partnership from increases in expense. As part of this plan,
the General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions, which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At June 30, 2000, the Registrant had cash and cash equivalents of approximately
$487,000 as compared to approximately $402,000 at June 30, 1999. The decrease in
cash and cash equivalents of approximately $161,000 since December 31, 1999, is
due to approximately $463,000 of cash used in financing activities and, to a
lesser extent, approximately $40,000 of cash used in investing activities, which
was partially offset by approximately $342,000 of cash provided by operating
activities. Cash used in financing activities consisted of distributions to
partners and, to a lesser extent, payments of principal made on the mortgages
encumbering the Registrant's properties and the payment of loan costs. Cash used
in investing activities consisted of property improvements and replacements
which was partially offset by net receipts from escrow accounts maintained by
the mortgage lender. The Partnership invests its working capital reserves in
money market accounts.
Riverwalk Apartments, located in Houston Texas, is under contract for sale. The
sale, which is subject to the purchaser's due diligence and other customary
conditions, is expected to close during the third quarter of 2000. However,
there can be no assurance that the sale will be consummated.
<PAGE>
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with Federal,
state and local legal and regulatory requirements. Capital improvements planned
for each of the Registrant's properties are detailed below.
Riverwalk Apartments
Riverwalk Apartments spent approximately $36,000 on capital improvements for the
six months ended June 30, 2000. These improvements consisted primarily of
lighting upgrades, cabinet and countertop replacements, carpet replacement,
structural improvements, and office equipment. These improvements were funded
from operating cash flow. The Partnership has evaluated the capital improvement
needs of the property for the year 2000. The amount budgeted is approximately
$42,000, consisting primarily of appliances, carpet replacements, and lighting
upgrades. Additional improvements may be considered and will depend on the
physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
Stone Ridge Apartments
Stone Ridge Apartments spent approximately $20,000 on capital improvements for
the six months ended June 30, 2000. These improvements consisted primarily of
carpet replacements. These improvements were funded from Partnership reserves.
The Partnership has evaluated the capital improvement needs of the property for
the year 2000. The amount budgeted is approximately $61,000, consisting
primarily of air conditioning unit replacement, carpet replacements, and
plumbing upgrades. Additional improvements may be considered and will depend on
the physical condition of the property as well as replacement reserves and
anticipated cash flow generated by the property.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness for Riverwalk of approximately $2,974,000 matures on January 1,
2020. The mortgage indebtedness for Stone Ridge of approximately $3,213,000
matures on December 1, 2004. The General Partner will attempt to refinance such
indebtedness and/or sell the properties prior to their maturity dates. If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
will risk losing such properties through foreclosure.
During the six months ended June 30, 2000, the Partnership paid cash
distributions of approximately $400,000 (approximately $396,000 to the limited
partners or $19.17 per limited partnership unit) of which approximately $111,000
(approximately $110,000 to the limited partners or $5.33 per limited partnership
unit) represented cash from operations and approximately $289,000 (approximately
$286,000 to the limited partners or $13.84 per limited partnership unit)
represented proceeds from the refinancing of Riverwalk Apartments in December
1999. Subsequent to June 30, 2000, the Partnership declared and paid a
distribution of approximately $299,000 (approximately $296,000 to the limited
partners or $14.33 per limited partnership unit) from operations. No cash
distributions were made to the partners during the six months ended June 30,
1999. Future cash distributions will depend on the levels of net cash generated
from operations, the availability of cash reserves, and the timing of debt
maturities, refinancings and/or property sales. The Registrant's distribution
policy is reviewed on an annual basis. There can be no assurance, however, that
the Partnership will generate sufficient funds from operations after required
capital improvements to permit additional distributions to its partners during
the remainder of 2000 or subsequent periods.
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 2000.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
UNITED INVESTORS GROWTH PROPERTIES II
By: United Investors Real Estate, Inc.
Its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
