10QSB 1 ccgf.txt CCGF 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 September 30, 2001 [ ] 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 0-8639 CONSOLIDATED CAPITAL GROWTH FUND (Exact name of small business issuer as specified in its charter) California 94-2382571 (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 issuer (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 Partnership was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) CONSOLIDATED CAPITAL GROWTH FUND BALANCE SHEET (Unaudited) (in thousands, except unit data) September 30, 2001
Assets Cash and cash equivalents $ 1,371 Receivables and deposits 634 Restricted escrows 112 Other assets 760 Investment properties: Land $ 4,610 Buildings and related personal property 43,620 48,230 Less accumulated depreciation (30,792) 17,438 $20,315 Liabilities and Partners' Deficit Liabilities Accounts payable $ 184 Tenant security deposit liabilities 288 Accrued property taxes 548 Other liabilities 416 Mortgage notes payable 35,441 Partners' Deficit General partner $ (5,419) Limited partners (49,196 units issued and outstanding) (11,143) (16,562) $ 20,315 See Accompanying Notes to Financial Statements
b) CONSOLIDATED CAPITAL GROWTH FUND STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per unit data)
Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 Revenues: Rental income $ 2,903 $ 2,803 $ 8,566 $ 8,408 Other income 175 184 487 524 Casualty gains (Note C) 23 -- 80 -- Total revenues 3,101 2,987 9,133 8,932 Expenses: Operating 1,307 1,222 3,768 3,496 General and administrative 117 203 449 515 Depreciation 560 596 1,707 1,817 Interest 648 558 1,772 1,675 Property taxes 188 246 580 598 Total expenses 2,820 2,825 8,276 8,101 Income before extraordinary loss 281 162 857 831 Extraordinary loss on early extinguishment of debt (Note E) -- -- (64) -- Net income $ 281 $ 162 $ 793 $ 831 Net income allocated to general partner (1%) $ 3 $ 1 $ 8 $ 8 Net income allocated to limited partners (99%) 278 161 785 823 $ 281 $ 162 $ 793 $ 831 Per limited partnership unit: Income before extraordinary loss $ 5.65 $ 3.27 $ 17.25 $ 16.73 Extraordinary loss -- -- (1.29) -- Net income $ 5.65 $ 3.27 $ 15.96 $ 16.73 Distributions per limited partnership unit $ 79.12 $ 3.88 $101.19 $ 50.84 See Accompanying Notes to Financial Statements
c) CONSOLIDATED CAPITAL GROWTH FUND STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partner Partners Total Original capital contributions 49,196 $ 1 $ 49,196 $ 49,197 Partners' deficit at December 31, 2000 49,196 $ (4,795) $ (6,950) $(11,745) Distribution to partners -- (632) (4,978) (5,610) Net income for the nine months ended September 30, 2001 -- 8 785 793 Partners' deficit at September 30, 2001 49,196 $ (5,419) $(11,143) $(16,562) See Accompanying Notes to Financial Statements
d) CONSOLIDATED CAPITAL GROWTH FUND STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Nine Months Ended September 30, 2001 2000 Cash flows from operating activities: Net income $ 793 $ 831 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,707 1,817 Amortization of loan costs 56 58 Bad debt 126 132 Casualty gain (80) -- Extraordinary loss on early extinguishment of debt 64 -- Change in accounts: Receivables and deposits (463) (672) Other assets (69) (47) Accounts payable (138) (167) Tenant security deposit liabilities 47 (11) Accrued property taxes 507 589 Other liabilities (144) (51) Due to affiliates -- 98 Net cash provided by operating activities 2,406 2,577 Cash flows from investing activities: Property improvements and replacements (1,532) (1,246) Net withdrawals from restricted escrows 272 175 Net insurance proceeds received 115 -- Net cash used in investing activities (1,145) (1,071) Cash flows from financing activities: Distributions to partners (5,610) (2,526) Proceeds from refinancing 10,790 -- Repayment of mortgage note payable (6,000) -- Loan cost paid (371) -- Principal payments on mortgage notes payable (39) -- Net cash used in financing activities (1,230) (2,526) Net increase (decrease) in cash and cash equivalents 31 (1,020) Cash and cash equivalents at beginning of period 1,340 1,988 Cash and cash equivalents at end of period $ 1,371 $ 968 Supplemental disclosure of cash flow information: Cash paid for interest $ 1,686 $ 1,617 Included in property improvements and replacements for the nine months ended September 30, 2001 are approximately $83,000 of improvements which were included in accounts payable at December 31, 2000. See Accompanying Notes to Financial Statements
e) CONSOLIDATED CAPITAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements of Consolidated Capital Growth Fund (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 Article 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 ConCap Equities, Inc. (the "General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2001, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2001. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2000. The General Partner is a wholly owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. Segment Reporting: Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosure about Segments of an Enterprise and Related Information" established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. It also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in SFAS 131, the Partnership has only one reportable segment. The General Partner believes that segment-based disclosures will not result in a more meaningful presentation than the financial statements as currently presented. Note B - Distributions During the nine months ended September 30, 2001, the Partnership paid distributions of approximately $5,610,000 (approximately $4,978,000 paid to the limited partners or $101.19 per limited partnership unit) of which approximately $1,177,000 (approximately $1,165,000 to the limited partners or $23.68 per limited partnership unit) was from operations and approximately $4,433,000 (approximately $3,813,000 to the limited partners or $77.51 per limited partnership unit) was from the refinancing proceeds of Doral Springs. Cash distributions of approximately $2,526,000 (approximately $2,501,000 to the limited partners or $50.84 per limited partnership unit) were paid from operations during the nine months ended September 30, 2000. Subsequent to September 30, 2001, the Partnership declared and paid a distribution of approximately $821,000 (approximately $813,000 to the limited partners or $16.53 per limited partnership unit) from operations. Note C - Casualty Events During the nine months ended September 30, 2001, a net casualty gain of approximately $80,000 was recorded at Doral Springs Apartments. Approximately $57,000 of this gain related to a flood that occurred in October 2000. This gain was a result of the receipt of insurance proceeds of approximately $76,000 and the write-off of the net book value of the destroyed assets totaling approximately $19,000. Approximately $23,000 of this gain related to sewer and water line damage that occurred in November 2000. This gain was a result of the receipt of insurance proceeds of $39,000 and the write-off of the net book value of the destroyed assets totaling approximately $16,000. Note D - 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 (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The General Partner and its affiliates received reimbursements and fees during the nine months ended September 30, 2001 and 2000 as reflected in the following table: 2001 2000 (in thousands) Property management fees (included in operating expenses) $ 462 $ 429 Reimbursement for services of affiliates (included in general and administrative expenses and investment properties) 724 276 Partnership management fees (included in general and administrative expenses) 105 225 Refinance fee (included in loan costs) 108 -- Affiliates of the General Partner are entitled to receive 5% of gross receipts from all of the Registrant's properties for providing property management services. The Registrant paid to such affiliates approximately $462,000 and $429,000 for the nine months ended September 30, 2001 and 2000, respectively. An affiliate of the General Partner received reimbursement of accountable administrative expenses amounting to approximately $724,000 and $276,000 for the nine months ended September 30, 2001 and 2000, respectively. Included in these amounts at September 30, 2001 and 2000 are approximately $464,000 and $4,000, respectively, in reimbursements for construction oversight costs. The Partnership Agreement provides for a fee equal to 9% of the total distributions made to the limited partners from "cash available for distribution" (as defined in the Agreement) to be paid to the General Partner for executive and administrative management services. Affiliates of the General Partner received approximately $105,000 and $225,000 for the nine months ended September 30, 2001 and 2000, respectively, for providing these services. In connection with the refinancing of Doral Springs Apartments on June 28, 2001, the Partnership paid the General Partner a fee of approximately $108,000 pursuant to the Partnership Agreement. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 31,297.25 limited partnership units (the "Units") in the Partnership representing 63.62% of the outstanding Units at September 30, 2001. 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 acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO either through private purchases or tender offers. In this regard, on August 29, 2001, AIMCO Properties, LP commenced a tender offer to acquire any and all of the Units not owned by affiliates of AIMCO for a purchase price of $237 per Unit. Pursuant to this offer AIMCO acquired 138 Units during the quarter ended September 30, 2001. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, which would include voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 63.62% of the outstanding Units, AIMCO is in a position to control all such voting decisions with respect to the Registrant. 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 its affiliation with the General Partner. Note E - Refinancing and Extraordinary Loss On June 28, 2001, the Partnership refinanced the mortgage encumbering Doral Springs Apartments. The refinancing replaced indebtedness of approximately $6,000,000 with a new mortgage in the amount of $10,790,000. The new mortgage carries a stated interest rate of 7.53%. Interest on the old mortgage was 7.33%. Principal and interest payments on the mortgage loan of approximately $87,000 are due monthly until the loan matures in July 2021 at which time the loan will be fully amortized. Total capitalized loan costs were approximately $371,000. The Partnership recognized an extraordinary loss on the early extinguishment of debt of approximately $64,000 due to the write-off of unamortized loan costs. Note F - Legal Proceedings The Partnership is a party to certain legal actions resulting from its operating activities. These actions are routine litigation and administrative proceedings arising in the ordinary course of business and none of which are expected to have a material adverse effect on the financial condition or results of operations of the Partnership. 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 four apartment complexes. The following table sets forth the average occupancy of the properties for the nine months ended September 30, 2001 and 2000: Average Occupancy Property 2001 2000 Breckinridge Square 90% 94% Louisville, Kentucky Churchill Park 90% 95% Louisville, Kentucky The Lakes 92% 86% Raleigh, North Carolina Doral Springs 97% 97% Miami, Florida The General Partner attributes the decrease in occupancy at Breckinridge Square and Churchill Park to the slow economy in the Louisville area and to lower mortgage interest rates influencing more tenants to purchase homes. The General Partner attributes the increase in occupancy at The Lakes to a fire in January 2000 which rendered 12 units unleasable during 2000. During 2001, these units were leasable and occupancy rates returned to the levels they were prior to the fire. Results of Operations The Partnership's net income for the nine months ended September 30, 2001 was approximately $793,000 compared to approximately $831,000 for the nine months ended September 30, 2000. The Partnership's net income for the three months ended September 30, 2001 was approximately $281,000 compared to approximately $162,000 for the three months ended September 30, 2000. The decrease in net income for the nine months ended September 30, 2001 is due to the recognition of an extraordinary loss on the early extinguishment of debt and an increase in total expenses, partially offset by an increase in total revenues. The increase in net income for the three months ended September 30, 2001 is due to an increase in total revenues and a decrease in total expenses. The Partnership recognized an extraordinary loss on the early extinguishment of debt of approximately $64,000 due to the June 2001 refinancing of the mortgage encumbering Doral Springs Apartments resulting in the write off of unamortized loan costs. The increase in total expenses for the nine months ended September 30, 2001 is due to increases in operating and interest expenses partially offset by a decrease in depreciation and general and administrative expenses. Operating expense increased due to increases in insurance costs at all of the Registrant's properties and utilities, especially natural gas costs, at Breckinridge Square and Churchill Park offset by decreased maintenance expenses at the Lakes Apartments primarily related to costs for repairs stemming from a January 2000 fire. Interest expense increased at Doral Springs as a result of the mortgage refinancing in June 2001. Depreciation expense decreased primarily due to the building becoming fully depreciated during the third quarter of 2000 at Breckinridge Square. Total expenses decreased for the three months ended September 30, 2001 due to a decrease in property tax and depreciation expenses offset by an increase in interest expense. Property tax expense decreased due to the timing of the receipt of property tax bills in 2000. See above for the explanation of the decrease in depreciation expense and the increase in interest expense. The increase in total revenues for the three and nine months ended September 30, 2001 is due to an increase in rental income and the recognition of two casualty gains offset by a decrease in other income. Rental income increased for the three and nine month periods due to an increase in average rental rates at all the properties and an increase in occupancy at The Lakes which more than offset decreases in occupancy at Breckinridge Square and Churchill Park. Other income decreased for the three and nine month periods due to a decrease in interest income at all the properties as a result of lower average cash balances in interest bearing accounts during 2001. During the nine months ended September 30, 2001, a net casualty gain of approximately $80,000 was recorded at Doral Springs Apartments. Approximately $57,000 of this gain related to a flood that occurred in October 2000. This gain was a result of the receipt of insurance proceeds of approximately $76,000 and the write-off of the net book value of the destroyed assets totaling approximately $19,000. Approximately $23,000 of this gain related to sewer and water line damage that occurred in November 2000. This gain was a result of the receipt of insurance proceeds of $39,000 and the write-off of the net book value of the destroyed assets totaling approximately $16,000. General and administrative expenses decreased for the three and nine months ended September 30, 2001 due to a decrease in partnership management fees which is the result of less cash distributed from operations to the partners in 2001. Included in general and administrative expenses are reimbursements to the General Partner as allowed under the Partnership Agreement. In addition to these reimbursements, 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. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each 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 September 30, 2001, the Partnership had cash and cash equivalents of approximately $1,371,000 compared to approximately $968,000 at September 30, 2000. Cash and cash equivalents increased approximately $31,000 from December 31, 2000 due to approximately $2,406,000 of cash provided by operating activities, largely offset by approximately $1,230,000 and $1,145,000 of cash used in financing and investing activities, respectively. Cash used in financing activities consisted primarily of distributions to partners, the repayment of the mortgage encumbering Doral Springs, principal payments on mortgage notes payable and loan costs paid offset by proceeds received from the refinancing of the mortgage encumbering Doral Springs. Cash used in investing activities consisted of property improvements and replacements offset by net withdrawals from escrow accounts maintained by the mortgage lender and net insurance proceeds received. The Partnership invests its working capital reserves in interest bearing accounts. On June 28, 2001, the Partnership refinanced the mortgage encumbering Doral Springs Apartments. The refinancing replaced indebtedness of approximately $6,000,000 with a new mortgage in the amount of $10,790,000. The new mortgage carries a stated interest rate of 7.53%. Interest on the old mortgage was 7.33%. Principal and interest payments on the mortgage loan of approximately $87,000 are due monthly until the loan matures in July 2021 at which time the loan will by fully amortized. Total capitalized loan costs were approximately $371,000. The Partnership recognized an extraordinary loss on the early extinguishment of debt of approximately $64,000 due to the write-off of unamortized loan costs. 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 investment properties to adequately maintain the physical assets and other operating needs of the Registrant and to comply with Federal, state, local, legal and regulatory requirements. Capital improvements planned for each of the Registrant's properties are detailed below. Breckinridge Square Apartments: For 2001, the Partnership budgeted approximately $409,000 for capital improvements for structural upgrades and floor covering, appliance, and HVAC unit replacements. The Partnership completed approximately $379,000 in capital expenditures at Breckinridge Square Apartments during the nine months ended September 30, 2001, consisting primarily of heating and air conditioning upgrades, structural improvements, plumbing upgrades and appliance and floor covering replacements. These improvements were funded primarily from operations. Churchill Park Apartments: For 2001, the Partnership budgeted approximately $290,000 for capital improvements for fencing, interior decoration, structural and parking lot improvements and floor covering and appliance replacements. The Partnership completed approximately $225,000 in capital expenditures at Churchill Park Apartments as of September 30, 2001, consisting primarily of interior decoration, plumbing, and floor covering, appliance, and water heater replacements. These improvements were funded primarily from operations. The Lakes Apartments: For 2001, the Partnership budgeted approximately $316,000 for capital improvements, consisting primarily of floor covering, appliance, and water heater replacements. The Partnership completed approximately $428,000 in budgeted and unbudgeted capital expenditures at The Lakes Apartments as of September 30, 2001, consisting primarily of building improvements, maintenance equipment, floor covering, air conditioning and appliance replacements and other enhancements. These improvements were funded primarily from operations and replacement reserves. Doral Springs Apartments: For 2001, the Partnership has budgeted approximately $302,000 for capital improvements, consisting primarily of plumbing upgrades and cabinet, floor covering, air conditioning and appliance replacements. The Partnership completed approximately $417,000 in budgeted and unbudgeted capital expenditures at Doral Springs Apartments as of September 30, 2001, consisting primarily of plumbing upgrades, floor covering and appliance replacement and other building improvements. These improvements were funded from operations, replacement reserves, and insurance proceeds. Additional capital expenditures will be incurred only if cash is available from operations and 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 Partnership's current assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Registrant. The mortgage indebtedness of approximately $10,751,000 on Doral Springs requires monthly principal and interest payments of approximately $87,000 and matures in July 2021. The mortgage indebtedness of approximately $24,690,000 encumbering Breckinridge Square, Churchill Park and The Lakes Apartments requires monthly interest only payments. These notes require balloon payments on December 1, 2005. The General Partner may attempt to refinance the mortgages encumbering Breckinridge Square, Churchill Park and The Lakes Apartments and/or sell the properties prior to such 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 nine months ended September 30, 2001, the Partnership paid distributions of approximately $5,610,000 (approximately $4,978,000 paid to the limited partners or $101.19 per limited partnership unit) of which approximately $1,177,000 (approximately $1,165,000 to the limited partners or $23.68 per limited partnership unit) was from operations and approximately $4,433,000 (approximately $3,813,000 to the limited partners or $77.51 per limited partnership unit) was from the refinancing proceeds of Doral Springs. Cash distributions of approximately $2,526,000 (approximately $2,501,000 to the limited partners or $50.84 per limited partnership unit) were paid from operations during the nine months ended September 30, 2000. Subsequent to September 30, 2001, the Partnership declared and paid a distribution of approximately $821,000 (approximately $813,000 to the limited partners or $16.53 per limited partnership unit) from operations. The Partnership's distribution policy is reviewed on a monthly basis. 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. There can be no assurance that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit any additional distributions to its partners during the remainder of 2001 or subsequent periods. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 31,297.25 limited partnership units (the "Units") in the Partnership representing 63.62% of the outstanding Units at September 30, 2001. 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 acquire additional limited partnership interests in the Partnership for cash or in exchange for units in the operating partnership of AIMCO either through private purchases or tender offers. In this regard, on August 29, 2001, AIMCO Properties, LP commenced a tender offer to acquire any and all of the Units not owned by affiliates of AIMCO for a purchase price of $237 per Unit. Pursuant to this offer AIMCO acquired 138 Units during the quarter ended September 30, 2001. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters which would include voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 63.62% of the outstanding Units, AIMCO is in a position to control all such voting decisions with respect to the Registrant. 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 its affiliation with the General Partner. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: None. b) Reports on Form 8-K: None filed during the quarter ended September 30, 2001. 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. CONSOLIDATED CAPITAL GROWTH FUND By: CONCAP EQUITIES, INC. 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: November 5, 2001