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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended August 31, 2002 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: 0-9061
ELECTRO RENT CORPORATION
Exact name of registrant as specified in its charter
CALIFORNIA 95-2412961
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6060 SEPULVEDA BOULEVARD
VAN NUYS, CALIFORNIA 91411-2501
(Address of Principal Executive Offices and Zip Code)
818 786-2525
(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
The number of shares outstanding of the registrant's common stock
as of September 20, 2002 was 24,802,860.
Page 1
ELECTRO RENT CORPORATION
FORM 10-Q
AUGUST 31, 2002
TABLE OF CONTENTS Page
Part I: FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Condensed Consolidated Statements of Income for the Three 3
Months Ended August 31, 2002 and 2001
Condensed Consolidated Balance Sheets at August 31, 2002 4
and May 31, 2002
Condensed Consolidated Statements of Cash Flows for the 5
Three Months Ended August 31, 2002 and 2001
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures 12
About Market Risk
Part II: OTHER INFORMATION 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
CERTIFICATIONS 14
Page 2
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (000 omitted except per share data)
Three Months Ended
August 31,
2002 2001
---------- ----------
Revenues:
Rentals and leases $ 23,189 $ 35,169
Sales of equipment
and other revenues 7,876 7,787
---------- ----------
Total revenues 31,065 42,956
---------- ----------
Costs and expenses:
Depreciation of rental 12,054 16,422
and lease equipment
Costs of revenues other
than depreciation 4,960 6,374
Selling, general and
administrative expenses 10,438 14,370
Interest income, net (579) (651)
---------- ----------
Total costs and expenses 26,873 36,515
---------- ----------
Income before income taxes 4,192 6,441
Income taxes 1,591 2,447
---------- ----------
Net income $ 2,601 $ 3,994
========== ==========
Earnings per share:
Basic $0.10 $0.16
Diluted $0.10 $0.16
Average shares used in
per share calculation:
Basic 24,791 24,518
Diluted 24,848 24,900
See accompanying notes to
condensed consolidated financial statements.
Page 3
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(000 omitted)
ASSETS
(Unaudited)
August 31, May 31,
2002 2002
---------- ----------
Cash and cash equivalents $ 130,967 $ 115,623
Accounts receivable, net of allowance for
doubtful accounts of $2,087 and $2,461 10,124 12,023
Rental and lease equipment, net of accumulated
depreciation of $201,586 and $201,063 109,913 119,675
Other property, net of accumulated depreciation and
amortization of $12,682 and $12,241 16,512 16,912
Goodwill 35,703 35,703
Intangibles, net of amortization 1,526 1,558
Other 3,827 3,896
---------- ----------
$ 308,572 $ 305,390
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable $ 7,310 $ 7,185
Accrued expenses 18,019 17,671
Deferred income taxes 15,832 15,817
---------- ----------
Total liabilities 41,161 40,673
---------- ----------
Shareholders' equity:
Common stock 13,339 13,246
Retained earnings 254,072 251,471
---------- ----------
Total shareholders' equity 267,411 264,717
---------- ----------
$ 308,572 $ 305,390
========== ==========
See accompanying notes to
condensed consolidated financial statements.
Page 4
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (000 omitted)
Three Months Ended
August 31,
2002 2001
---------- ----------
Cash flows from operating activities:
Net income $ 2,601 $ 3,994
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 12,528 16,973
Provision for losses on accounts receivable 217 577
Gain on sale of rental and lease equipment (1,823) (1,507)
Change in operating assets and liabilities:
Decrease in accounts receivable 1,682 2,230
Decrease in other assets 69 41
Increase in accounts payable 577 514
Increase (decrease) in accrued expenses 348 (111)
Increase in deferred income taxes 15 25
---------- ----------
Net cash provided by operating activities 16,214 22,736
---------- ----------
Cash flows from investing activities:
Proceeds from sale of rental and lease equipment 6,354 6,964
Payments for purchase of rental and lease equipment (7,275) (26,843)
Payments for purchase of other property (42) (22)
---------- ----------
Net cash used in investing activities (963) (19,901)
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock 93 234
---------- ----------
Net cash provided by financing activities 93 234
---------- ----------
Net increase in cash and cash equivalents 15,344 3,069
Cash and cash equivalents at beginning of period 115,623 61,136
---------- ----------
Cash and cash equivalents at end of period $ 130,967 $ 64,205
========== ==========
See accompanying notes to
condensed consolidated financial statements.
Page 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1: Basis of Presentation
The unaudited consolidated financial statements are condensed and
do not contain all information required by accounting principles
generally accepted in the United States of America ("generally
accepted accounting principles") to be included in a full set of
financial statements. The condensed consolidated financial
statements include Electro Rent Corporation and the accounts of
its wholly owned subsidiary.
All intercompany balances and transactions have been eliminated.
Certain reclassifications have been made to make information
comparable between years. The information furnished reflects all
adjustments, which in the opinion of management, are necessary
for a fair statement of the financial position and the results of
operations of the Company. All such adjustments are of a normal
and recurring nature.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Note 2: Impairment of Assets
The carrying value of equipment held for rental and lease is
assessed quarterly and/or when factors indicating an impairment
are present. The Company recognizes impairment losses on
equipment held for rental and lease when the expected future
undiscounted cash flows are less than the asset's carrying value,
in which case the asset is written down to its estimated fair
value.
Note 3: Interest and Income Taxes Paid
Total interest paid during the three month periods ended August
31, 2002 and 2001 was $1,000 and $7,000, respectively. Total
income taxes paid during the three month period ended August 31,
2002 were $132,000 compared to $754,000 during the same period in
the prior year.
Note 4: Noncash Investing and Financing Activities
The Company acquired equipment totaling $6,174,000 and $6,626,000
as of August 31, 2002 and May 31, 2002, respectively, and
$12,817,000 and $25,623,000 as of August 31, 2001 and May 31,
2001, respectively, payable during subsequent quarters.
Page 6
Note 5: Capital Leases
The Company has certain customer leases providing bargain
purchase options, which are accounted for as sales-type leases.
At August 31, 2002 and 2001 investment in sales-type leases of
$1,149,000 and $1,328,000 net of deferred interest of $65,000 and
$59,000, is included in other assets. Interest income is
recognized over the life of the lease using the effective
interest method.
Note 6: Comprehensive Income
Comprehensive income is the total of net income and all other non-
shareholder changes in equity. Other than net income, the
Company has no comprehensive income.
Note 7: Segment Reporting
The Company's operations are treated as one operating segment
because discrete financial information is not available for its
product groups and the economic characteristics of the product
groups are similar.
Note 8: Recent Accounting Pronouncements
In July 2001, the FASB issued SFAS 142, "Goodwill and Other
Intangible Assets." SFAS 142 requires, among other things, the
discontinuance of goodwill amortization and the testing for
impairment of goodwill at least annually. The Company adopted
SFAS 142 in the first quarter of fiscal year 2002. The impact of
SFAS 142 on the Company's financial position and results of
operations was primarily the elimination of quarterly goodwill
amortization of $.4 million.
In August 2001, the FASB issued SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which provides new
accounting and financial reporting guidance for the impairment or
disposal of long-lived assets and the disposal of segments of a
business. The Company adopted SFAS 144 on June 1, 2002, and the
adoption of this standard did not have a significant effect on
the Company's consolidated financial statements.
In June 2002, the FASB issued SFAS 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS 146 requires
that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. SFAS 146
eliminates the definition and requirement for recognition of exit
costs in Emerging Issues Task Force Issue No. 94-3 where a
liability for an exit is recognized at the date of an entity's
commitment to an exit plan. This statement is effective for exit
or disposal activities initiated after December 31, 2002. The
Company does not believe that the adoption of SFAS 146 will have
a significant effect on the Company's consolidated financial
statements.
Page 7
Note 9: Goodwill and Intangible Assets
As previously discussed, during the first quarter of fiscal year
2002, the Company early-adopted SFAS 142, "Goodwill and Other
Intangible Assets." In accordance with SFAS 142, the Company
discontinued goodwill amortization and tested goodwill for
impairment as of June 1, 2001. The Company has continued to test
goodwill for impairment on a quarterly basis. No impairment
losses have been noted since SFAS 142 was adopted. Other
intangible assets continue to be amortized over their expected
useful life of twenty years.
Goodwill was $35.7 million as of August 31, 2002, and was
unchanged for the quarter. The following sets forth the
intangible assets by major asset class (in thousands):
As of August 31, 2002
---------------------
Gross Accumulated
Carrying
Amount Amortization
------------ ------------
Asset class
- -----------
Customer contracts and
related relationships $4,500 ($3,942)
Trade name 2,000 (1,032)
------ --------
Total $6,500 ($4,974)
====== ========
Aggregate amortization expense on intangible assets was
approximately $0.03 million for the quarter ended August 31,
2002. There was no impairment loss recorded during the quarter.
Amortization expense is expected to be approximately $0.13
million in each of the next five fiscal years.
Page 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion addresses the financial condition of the
Company as of August 31, 2002 and the results of operations for
the three month period ended August 31, 2002. This discussion
should be read in conjunction with the Management's Discussion
and Analysis section included in the Company's 2002 Annual Report
on Form 10-K (pages 5-9) to which the reader is directed for
additional information.
Results of Operations
Comparison of Three Months Ended August 31, 2002 and 2001
Total revenues for the three months ended August 31, 2002
decreased 27.7% to $31.1 million from $43.0 million in the
comparable prior year period. Rental and lease revenues
decreased 34.1% to $23.2 million, primarily as a result of
continued weakness in both test and measurement (T&M) and
computer-related (DP) equipment. Sales of equipment and other
revenues were essentially unchanged at $7.9 million.
In spite of progress in reducing our DP equipment pool and
related depreciation, depreciation of equipment increased from
46.7% of rental and lease revenues in the first quarter of fiscal
2002 to 52.0% of rental and lease revenues in the first quarter
of fiscal 2003. This expense ratio increased because the 26.6%
decline in depreciation expense from the prior year period was
exceeded by a 34.1% decline in rental and lease revenues.
Although DP utilization increased slightly to 57.7% at the end of
the first quarter of fiscal 2003, compared to 55.0% at the end of
the prior year quarter, DP equipment utilization remained near
its lowest historical level. T&M equipment utilization declined
to 51.7% at the end of the current quarter from 56.3% at the end
of the prior year comparable quarter, and remained near its
lowest level since fiscal 1994.
Costs of revenues other than depreciation primarily includes the
cost of equipment sales, which decreased from 78.4% of equipment
sales in the first quarter of fiscal 2002 to 71.3% of equipment
sales in the first quarter of fiscal 2003. This cost ratio
decrease reflects the liquidation of used equipment which is
cumulatively more depreciated in the current year, compared to
the prior year.
Selling, general and administrative expenses totaled $10.4
million for the first quarter of fiscal 2003, or 33.6% of
revenues, as compared to $14.4 million, or 33.5% of revenues, for
the first quarter of fiscal 2002. Although SG&A expenses were
reduced by 27.4%, reflecting a 31% reduction in the number of
employees to 398 and the closing of certain locations, total
revenues declined at a faster rate of 27.7%
Page 9
As a result of the changes in revenues, operating costs and
expenses discussed above, earnings before interest and taxes were
$3.6 million or 11.6% of total revenues in the first quarter of
fiscal 2003 compared to $5.8 million or 13.5% of total revenues
in the first quarter of fiscal 2002.
Net interest income decreased from $0.7 million in the first
quarter of fiscal 2002 to $0.6 million in the first quarter of
fiscal 2003. This change is due to investments in money market
instruments which yielded lower interest rates in the current
year as compared to the prior year.
Liquidity and Capital Resources
The Company's primary capital requirements historically have been
purchases of rental and lease equipment and debt service,
although all bank borrowings were repaid in the second quarter of
fiscal 2001. The Company purchases equipment throughout each
year to replace equipment which has been sold, and to maintain
adequate levels of rental equipment to meet existing and new
customer needs. The market for personal computers has declined
during the last four years, and the T&M market began declining in
the last quarter of fiscal 2001. However, during the first three
months of fiscal 2003, modest purchases of equipment continued to
be made to support some areas of growth for both personal
computers and test and measurement equipment, and to keep the
equipment pool technologically up-to-date. Cash and cash
equivalents are likely to continue to accumulate, unless the
Company decides to buy back additional shares, finance another
acquisition, or pursue other opportunities.
During the three months ended August 31, 2002 and 2001 net cash
provided by operating activities was $16.2 million and $22.7
million, respectively. The decrease in fiscal 2003 results
primarily from the decline in personal computer and test and
measurement rental and lease revenues and lower depreciation and
amortization expense.
During the three months ended August 31, 2002 net cash used in
investing activities was $1.0 million, compared to $19.9 million
in the prior year. This decrease is mostly attributable to
significantly less equipment purchases in the current year, as
compared to the prior year.
During the first three months of fiscal 2003 and 2002 net cash
flows from financing activities were not significant.
The Company has a $10.0 million revolving line of credit with a
bank, subject to certain restrictions, to meet equipment
acquisition needs as well as working capital and general
corporate requirements. The Company had no borrowings
outstanding at August 31, 2002.
Page 10
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
Except for the historical statements and discussions contained in
this Form 10-Q, statements contained in this Form 10-Q constitute
forward-looking statements within the meaning of section 21E of
the Securities Exchange Act of 1934. These forward-looking
statements reflect the current views of the Company's management
with respect to future events and financial performance; however,
you should not put undue reliance on these statements. All
plans, projections, and future estimates are forward-looking
statements, which in some, but not all, cases, are identified by
words such as "anticipate," "believes," "expects," "intends,"
"future," and other similar expressions. Forward-looking
statements are subject to certain risks and uncertainties, not
all of which are disclosed in this Form 10-Q. Although the
Company believes its management's assumptions are reasonable, it
is likely that at least some of these assumptions will not come
true. Accordingly, the Company's actual results will probably
differ from the outcomes contained in any forward-looking
statement, and those differences could be material. Factors that
could cause or contribute to these differences include, among
others, those risks and uncertainties discussed under the
sections contained in this Form 10-Q entitled "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," and in "Quantitative and Qualitative Disclosure
About Market Risk Related to Interest Rates and Foreign Currency
Exchange Rates," as well as in the Company's Annual Report on
Form 10-K for the year ended May 31, 2002, including the "Risk
Factors" attached as Exhibit 99 to that document, the Company's
Proxy Statement for its 2002 Annual Meeting of Shareholders and
the Company's other filings with the Securities and Exchange
Commission. Should one or more of the risks discussed, or any
other risks, materialize, or should one or more of the Company's
underlying assumptions prove incorrect, the Company's actual
results may vary materially from those anticipated, estimated,
expected or projected. In light of the risks and uncertainties,
there can be no assurance that any forward-looking information
will in fact prove to be correct. We do not undertake any
obligation to update forward-looking statements.
Page 11
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Related to Interest Rates and Foreign Currency Exchange Rates
The Company's primary market risk exposure historically has been
risks related to interest rate fluctuations, primarily related to
its previous borrowings under its unsecured revolving credit
facility. However, interest rates do not necessarily impact the
Company's margins or earnings because the effects of higher or
lower borrowing costs may be reflected in the financing rates on
newly rented and leased assets. Although the Company has the
ability to draw on its revolving credit line, the Company
currently has no outstanding borrowings under its credit facility
or interest rate protection agreements in place.
The Company is also subject to risks associated with foreign
currency rate fluctuations to the extent of financing
arrangements for rented and leased equipment denominated in
Canadian dollars. The Company has determined that hedging of
these assets is not cost effective and instead attempts to
minimize its risks due to currency and exchange rate fluctuations
through working capital management. The Company does not believe
that any foreseeable change in currency rates would materially or
adversely affect its financial position or results of operations.
Item 4: Controls And Procedures
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer, in association with the Company's
Board, recommended that the Audit Committee review its current
charter and consider adopting a new charter to reflect the most
recent pronouncements of the SEC with respect to Audit Committees
of public companies.
In August 2002, after review and discussion, the Audit Committee
adopted a new charter, a copy of which was included as Annex B to
the Company's Proxy Statement for its Annual Meeting scheduled
for October 10, 2002. The Audit Committee's new charter requires
that the Audit Committee meet quarterly to review the Company's
filings and earnings press releases before they are filed or
released. Those meetings include discussions with the Company's
management and outside auditors as well as an executive session.
These quarterly meetings are intended to insure that the Audit
Committee understands the trends and risks applicable to the
Company's business and reviews and approves the release of the
Company's quarterly and annual earnings after an informed review
of the results. Among other things, the Audit Committee's new
charter also requires the auditors to report directly to the
Audit Committee and gives the Audit Committee sole responsibility
for hiring and firing the auditors as well as mediating any
disagreement that might arise between our management and the
auditors. As part of the new Audit Committee charter, the
Company will also adopt a new employee policy to encourage
employees to submit reports or inquiries to the Audit Committee,
on a strictly confidential basis, for the committee's independent
investigation.
Page 12
Based on its review of the Company's disclosure controls and
procedures, and the adoption by the Audit Committee of a new
charter, the Chief Executive Officer and Chief Financial Officer
have concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material
information relating to the Company (including its subsidiary,
Genstar Rental Electronics, Inc.) that is required to be included
in the Company's periodic SEC filings. There were no significant
changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of
their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits filed as part of this Form 10-Q are:
Exhibit # Description
- --------- -----------
99.1 Statement Pursuant to Section 906 the Sarbanes-Oxley
Act of 2002 By Principal Executive Officer Regarding
Facts and Circumstances Relating to Exchange Act
Filings
99.2 Statement Pursuant to Section 906 the Sarbanes-Oxley
Act of 2002 By Principal Financial Officer Regarding
Facts and Circumstances Relating to Exchange Act
Filings
(b) Current Reports on Form 8-K
None.
Page 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 thereto duly authorized.
ELECTRO RENT CORPORATION
DATED: September 26, 2002
/s/ Craig R. Jones
Craig R. Jones
Vice President and Chief Financial Officer
- ------------------------------------------------------------
Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
By Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Daniel Greenberg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Electro
Rent Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
Page 14
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: September 26, 2002
/s/ Daniel Greenberg
Daniel Greenberg
Chairman and Chief Executive Officer
- ------------------------------------------------------------
Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
By Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Craig R. Jones, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Electro
Rent Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for,
the periods presented in this quarterly report;
Page 15
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: September 26, 2002
/s/ Craig R. Jones
Craig R. Jones
Vice President and Chief Financial Officer
Page 16