-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPgIFEnAG+DGNjOLZvJLF6ndzuU/SPguKbo9+O6mK+usXXCfqJAyx7c3VwdBwFKS JzCfagLM/qIskT2YEXJ8LA== 0000950116-99-002108.txt : 19991117 0000950116-99-002108.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950116-99-002108 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE ASSET INVESTMENT TRUST CENTRAL INDEX KEY: 0001045425 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 232919819 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-14760 FILM NUMBER: 99755958 BUSINESS ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 6TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155465119 MAIL ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 6TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19102 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1999 ------------------------------------------------ or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------------------------------------------------- Commission file number 1-14760 --------------------------------------------------------- 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 ---------------------------------------------------------- ------- (Address of principal executive offices) (Zip Code) (215) 861-7900 ---------------------------------------------------- (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 preceding12 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 October 31, 1999, 6,178,483 common shares of beneficial interest, with a par value of $0.01 per share, were outstanding. 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 September 30, 1999 (unaudited) and December 31, 1998 3 Consolidated Statements of Income (unaudited) for the three and nine months ended September 30, 1999 and 1998 4 Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 1999 and 1998 5 Notes to Consolidated Financial Statements-September 30, 1999 (unaudited) 6-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10-12 PART II. OTHER INFORMATION Item 6. Exhibits 15
-2- PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS RESOURCE ASSET INVESTMENT TRUST and Subsidiaries Consolidated Balance Sheets
September 30, 1999 (unaudited) December 31, 1998 ------------------ ------------------ ASSETS Cash and cash equivalents $ 7,559,641 $ 5,011,666 Restricted cash 8,121,890 -- Accrued interest receivable 2,621,971 1,057,919 Investments in real estate loans, net 137,154,671 126,273,069 Investments in real estate, net 72,443,206 68,244,109 Furniture, fixtures and equipment, net 94,840 108,885 Prepaid expenses and other assets 1,055,716 563,443 ------------- ------------- Total Assets $ 229,051,935 $ 201,259,091 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Accounts payable and accrued liabilities 228,853 142,067 Accrued interest payable 954,660 674,047 Deferred interest payable 667,169 115,568 Tenant security deposits 183,953 144,830 Borrowers' escrows 8,137,970 418,402 Dividends payable 3,144,487 -- Deferred income 531,162 24,000 Senior indebtedness secured by real estate underlying the Company's wraparound loans 45,837,632 46,936,032 Long term debt secured by real estate owned 70,116,174 67,267,925 Secured line of credit 14,000,000 -- ------------- ------------- Total Liabilities 143,802,060 115,722,871 Minority interest -- 17,761 Shareholders' Equity Preferred Shares, $.01 par value; 25,000,000 authorized shares -- -- Common Shares, $.01 par value; 200,000,000 authorized shares; 6,165,660 and 6,165,334, respectively, issued and outstanding 61,657 61,654 Additional paid-in-capital 85,810,250 85,817,332 Accumulated deficit (622,032) (360,527) ------------- ------------- Total Shareholders' Equity 85,249,875 85,518,459 ------------- ------------- Total Liabilities and Shareholders' Equity $ 229,051,935 $ 201,259,091 ============= =============
The accompanying notes are an integral part of these consolidated financial statements. -3- RESOURCE ASSET INVESTMENT TRUST and Subsidiaries Consolidated Statements of Income (Unaudited)
For the three months For the nine months ended September 30, ended September 30, 1999 1998 1999 1998 ---- ---- ---- ---- REVENUES Mortgage interest income $ 5,328,172 $ 4,377,340 $15,056,232 $ 7,853,189 Rental income 3,174,264 1,670,761 8,811,984 1,719,896 Fee income and other 22,500 97,625 317,500 147,625 Investment income 78,115 468,416 182,933 830,746 Gain on sale of loan -- -- 131,125 -- ----------- ----------- ----------- ----------- Total Revenues 8,603,051 6,614,142 24,499,774 10,551,456 COSTS AND EXPENSES Interest 2,742,664 2,246,764 8,311,380 3,142,303 Property operating expenses 1,741,340 749,378 4,469,736 749,378 General and administrative 387,172 267,263 1,176,034 756,036 Depreciation and amortization 387,720 403,941 1,391,763 441,770 ----------- ----------- ----------- ----------- Total Costs and Expenses 5,258,896 3,667,346 15,348,913 5,089,487 ----------- ----------- ----------- ----------- Net Income before minority interest $ 3,344,155 $ 2,946,796 $ 9,150,861 $ 5,461,969 ----------- ----------- ----------- ----------- Minority interest -- -- 17,761 -- Net Income $ 3,344,155 $ 2,946,796 $ 9,168,622 $ 5,461,969 =========== =========== =========== =========== Net Income per common share-basic $.54 $.48 $1.49 $1.32 ==== ==== ===== ===== Weighted average common shares outstanding-basic 6,165,614 6,157,359 6,165,428 4,146,869 =========== =========== =========== =========== Net income per common share-diluted $.54 $.48 $1.48 $1.30 ===== ===== ====== ====== Weighted average common shares outstanding-diluted 6,181,496 6,182,877 6,179,704 4,191,747 =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. -4- RESOURCE ASSET INVESTMENT TRUST and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)
For the nine months ended September 30, 1999 1998 ---- ---- Cash flows from operating activities Net Income $ 9,168,622 $ 5,461,969 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sale of loan (131,125) -- Minority interest (17,761) -- Depreciation and amortization 1,391,763 441,770 Amortization of original issue discount -- (5,001) Accretion of loan discount (566,307) (191,604) Increase in restricted cash (8,121,890) -- Increase in accrued interest receivable (1,564,052) (1,124,167) Increase in prepaid expenses and other assets (407,192) (943,050) Increase (decrease) in accounts payable and accrued liabilities 86,786 (400,764) Increase in accrued interest payable 280,613 830,553 Increase in deferred interest payable 551,601 -- Increase in tenant security deposits 100,950 39,123 Increase in deferred income 507,163 36,000 Increase in borrowers' escrows 7,719,568 1,032,700 Decrease in due affiliate -- (1,579,330) ------------ ------------ Net cash provided by operating activities $ 8,936,912 $ 3,660,026 ------------ ------------ Cash flows from investing activities Purchase of furniture, fixtures and equipment (5,460) (116,876) Real estate loans purchased (14,835,230) (20,646,388) Real estate loans originated (23,659,877) (76,640,580) Proceeds from sale of loan 2,481,782 -- Principal repayments of loans 24,844,266 13,801,878 Real estate purchases and improvements (2,387,001) (2,456,336) Utilization of reserves held by mortgagee to pay taxes 77,541 -- ------------ ------------ Net cash used in investing activities $(13,483,979) $(86,058,302) ------------ ------------ Cash flows from financing activities Advances on secured line of credit 14,000,000 -- Issuance of common stock, net -- 88,034,366 Payment of dividends (6,288,640) (5,644,396) Principal repayments on senior indebtedness (284,842) (214,177) Principal repayments on long-term debt (327,397) -- Proceeds of long-term debt -- 1,100,000 Other (4,079) -- ------------ ------------ Net cash provided by financing activities $ 7,095,042 $ 83,275,793 ------------ ------------ Net change in cash and cash equivalents 2,547,975 877,517 ------------ ------------ Cash and cash equivalents, beginning of period 5,011,666 -- ------------ ------------ Cash and cash equivalents, end of period $ 7,559,641 $ 877,517 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. -5- RESOURCE ASSET INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (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 September 30, 1999 and the results of operations and the cash flows for the three and nine months ended September 30, 1999 and 1998. 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, 1998. 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 related loan. NOTE 3-INVESTMENTS IN REAL ESTATE LOANS The Company's portfolio of Investments in real estate loans consisted of the following at September 30, 1999:
Long-term first mortgages and senior loan participations $ 27,999,744 Mezzanine (including wraparound) loans 77,020,923 Short-term bridge loans 32,360,161 Less: Provision for loan losses (226,157) ------------ Investments in real estate loans 137,154,671 Less: Senior indebtedness secured by real estate underlying the Company's wraparound loans (45,837,632) ------------ Net Investments in real estate loans $ 91,543,199 ============
The following is a summary description of the assets contained in the Company's portfolio of Investments in real estate loans:
Number of Average Loan-to- Yield Range of Type of Loan Loans Value Range Maturities ------------ ----- ----- ----- ---------- Long-term first mortgages and senior loan participations 6 45% 9-16% 3/28/01-10/31/03 Mezzanine (including wraparound) loans 12 85% 10-18% 1/1/03-1/31/09 Short term bridge loans 4 78% 15-36% 11/30/99-7/29/00
-6- RESOURCE ASSET INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (CONTINUED) (Unaudited) Approximately $81.9 million of the loans are secured by multi-family residential properties and $55.5 million of the loans are secured by commercial properties. As of September 30, 1999, 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 ending September 30, 1999, all payments under the agreements were timely made and all borrowers were otherwise in full compliance with the terms of the agreements. The remaining ten 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 September 30, 1999. As of September 30, 1999, senior indebtedness secured by real estate underlying the Company's wraparound loans consists of the following: Loan payable, secured by real estate, monthly installments of $13,789, including interest at 7.08%, remaining principal due December 1, 2008 $1,916,827 Loan payable, secured by real estate, monthly installments of $17,051, including interest at 6.83%, remaining principal due December 1, 2008 2,423,328 Loan payable, secured by real estate, monthly installments of $10,070, including interest at 6.83%, remaining principal due December 1, 2008 1,529,188 Loan payable, secured by real estate, monthly installments of $80,427, including interest at 6.95%, remaining principal due July 1, 2008 12,003,764 Loan payable. secured by real estate, monthly installments of $28,090, including interest at 6.82%, remaining principal due November 1, 2008 4,262,286 Loan payable, secured by real estate, monthly installments of $72,005, including interest at 7.55%, remaining principal due December 1 2008 9,906,500 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 -7- RESOURCE ASSET INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (CONTINUED) (Unaudited) Loan payable, secured by real estate, monthly installments of $17,370, including interest at 10%, remaining principal due June 30, 2003 1,795,739 ----------- $45,837,632 =========== As of September 30, 1999 the senior indebtedness secured by real estate underlying the Company's wraparound loans maturing in 1999, over the next four years, and the aggregate indebtedness maturing thereafter is as follows: 1999 $ 12,099,805 2000 418,384 2001 450,152 2002 483,182 2003 2,176,777 Thereafter 30,209,332 ------------ $ 45,837,632 ============ NOTE 4-INVESTMENTS IN REAL ESTATE Investments in real estate are comprised of the following at September 30, 1999: Land $ 5,621,425 Office buildings and improvements 64,556,080 Apartment buildings 4,293,803 ----------- Subtotal 74,471,308 Less: Accumulated depreciation (2,028,102) ----------- Investments in real estate, net $72,443,206 =========== As of September 30, 1999, long term debt secured by the Company's Investments in real estate consists of the following: Loan payable, secured by real estate, monthly installments of $8,008, including interest at 7.33%, remaining principal due August 1, 2008 $ 1,082,627 Loan payable, secured by real estate, monthly installments of $288,314, including interest at 6.85%, remaining principal due August 1, 2008 43,551,832(1) Loan payable, secured by real estate, monthly payments of interest only at 10%, principal due August 1, 2008 4,691,640(1) -8- RESOURCE ASSET INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (CONTINUED) (Unaudited) 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 18,139,615(1) Loan payable, secured by real estate, monthly installments of $23,345, including interest at 9.75%, remaining principal due January 1, 2001 2,650,460 ----------- $70,116,174 =========== - ----------------- (1) These loans all relate to a single investment in real estate. As of September 30, 1999 the amount of long-term debt secured by the Company's Investments in real estate maturing in 1999, over the next four years, and the aggregate indebtedness maturing thereafter, is as follows: 1999 $ 121,155 2000 498,196 2001 3,130,761 2002 545,628 2003 584,836 Thereafter 65,235,598 ----------- $70,116,174 =========== NOTE 5-SECURED LINE OF CREDIT In April 1999, the Company established a $20.0 million secured line of credit with interest at the Wall Street Journal Prime Rate. The facility has a two-year term with a one-year extension option, and an 11-month non-renewal notice requirement. This facility is used to enhance the Company's ability to expand its loan portfolio and to generate income from that portfolio. As of September 30, 1999, $14.0 million was outstanding on the line of credit at 8.25%, interest due monthly. -9- 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. 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 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 $10.0 million for the quarter ended September 30, 1999 ($27.3 million for the nine months ended September 30, 1999). The principal use of these funds has been the origination, acquisition and purchase of loans in the amount of $15.4 million for the quarter ended September 30, 1999 ($38.5 million for the nine months ended September 30, 1999), and the purchase of real estate and improvements in the amount of $763,000 for the quarter ended September 30, 1999 ($5.6 million for the nine months ended September 30, 1999). 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 September 30, 1999, the Company declared dividends of $3.1 million, which were paid on October 15, 1999. In the third quarter of 1999, the Company utilized an additional $4.9 million of the $20.0 million available ($14.0 million outstanding at September 30, 1999) from its secured line of credit, together with $10.0 million repaid on one loan, to originate two loans totaling $14.8 million. 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 -10- acceptable terms. At September 30, 1999, the Company had approximately $10.5 million in funds available for investment. This includes cash of $7.6 million ($3.1 million of cash held at September 30, 1999 was reserved to pay a cash dividend on October 15, 1999) and availability of $6.0 million on the secured line of credit. In addition, the Company holds borrowers' funds (classified as Restricted Cash and Borrowers' Escrows, $8.1 million at September 30, 1999) 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 related loan. 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 nine months ended September 30, 1999 of $98.6 million and $93.3 million, respectively ($85.7 million and $64.8 million for the three and nine months ended September 30, 1998), including $7.4 million and $6.3 million of average earning assets invested in a money-market account for the three and nine months ended September 30, 1999, respectively ($26.4 million and $26.9 million for the three and nine months ended September 30, 1998). The increase in total average earning assets and the decrease in average earning assets invested in a money-market account from both the three and nine months ended September 30, 1998 to the corresponding period in 1999 was due to the origination of loans and the acquisition of loans and property interests, in part utilizing non-recourse debt financing. Interest income derived from loans was $5.3 million and $15.1 million for the three and nine months ended September 30, 1999 as compared to $4.4 million and $7.9 million for the corresponding periods in 1998. Interest income from the money market account was $78,000 and $183,000 for the three and nine months ended September 30, 1999 compared to $468,000 and $831,000 for the corresponding periods in 1998. The increase in interest income derived from loans and the decrease in interest income from the money market account were due to the Company's investment of the proceeds of its two public offerings in 1998. The yield on average earning non-money market assets was 18.6% and 18.4% for the three and nine months ending September 30, 1999 and was 18.6% and 18.3% for the corresponding periods in 1998. The yield on average earning money market account assets was 4.8% and 4.4% for the three and nine months ending September 30, 1999, as compared to 5.3% for both the three and nine months ending September 30, 1998. 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 $3.2 million from rents from its property interests for the quarter ended September 30, 1999 ($8.8 million for the nine months ending September 30, 1999) compared to $1.7 million for both the three and nine months ending September 30, 1998. The increase in rents from the Company's property interests from the three and nine months ending September 30, 1998 to the same periods in 1999 was due to the acquisition of a total of three property interests during the first and third quarters of 1998 and the second quarter of 1999. 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 ending September 30, 1999, all payments under the agreements were timely made and all borrowers were otherwise in full compliance with the terms of the agreements. The remaining ten 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 September 30, 1999. -11- During the quarter ending September 30, 1999, the Company incurred expenses of $5.3 million ($15.3 million for the nine months ending September 30, 1999) compared to $3.7 million for the same period in 1998 ($5.1 million for the nine months ending September 30, 1998). 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 $2.7 million and $8.3 million for the three and nine months ending September 30, 1999 as compared to $2.2 million and $3.1 million for the corresponding periods in 1998. 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 $1.7 million and $4.5 million for the three and nine months ending September 30, 1999, compared to $749,000 for both the three and nine months ending September 30, 1998. Depreciation and amortization was $387,000 and $1.4 million for the three and nine months ending September 30, 1999 as compared to $404,000 and $442,000 for the corresponding periods in 1998. The increases in property operating expenses from the three and nine months ending September 30, 1998 to the corresponding periods in 1999, and the increase in depreciation and amortization from the nine months ending September 30, 1998 to the corresponding period in 1999, were due to the Company's acquisition of a total of three property interests in the first and third quarters of 1998 and the second quarter of 1999. General and administrative expenses were $387,000 and $1.2 million for the three and nine months ending September 30, 1999 as compared to $267,000 and $756,000 for the corresponding periods in 1998. The increase in general and administrative expenses from the second quarter of 1998 to the same period in 1999 was due to salary increases. General and administrative expenses increased from the first nine months of 1998 to the first nine months of 1999 because the first quarter of 1998 amounts did not reflect a full quarter of operations. 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, 1998. -12- 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) No reports were filed on Form 8-K during the quarter ended September 30, 1999. -13- 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. November 15, 1999 /s/ Ellen J. DiStefano - ------------------------------- ----------------------------------- DATE Ellen J. DiStefano Chief Financial Officer (On behalf of the registrant and as its principal financial officer) EX-27 2 FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 7,559,641 0 2,621,971 226,157 0 0 131,938 37,098 229,051,935 0 0 0 0 61,657 85,188,218 229,051,935 0 24,499,774 0 0 7,035,533 0 8,311,380 9,168,622 0 9,168,622 0 0 0 9,168,622 1.49 1.48
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