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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended March 29, 2003
--------------
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 0-981
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PUBLIX SUPER MARKETS, INC.
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(Exact name of Registrant as specified in its charter)
Florida 59-0324412
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3300 Airport Road
Lakeland, Florida 33811
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (863) 688-1188
--------------
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 _______
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Indicate by check mark whether the Registrant is an accelerated filer.
Yes X No _______
--------
The number of shares outstanding of the Registrant's common stock, $1.00 par
value, as of April 30, 2003 was 186,752,925.
Page 1 of 11 pages
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except share amounts)
ASSETS
March 29, 2003 December 28, 2002
-------------- -----------------
(Unaudited)
Current Assets
- --------------
Cash and cash equivalents $ 343,246 207,523
Short-term investments 6,800 6,713
Trade receivables 200,017 188,077
Merchandise inventories 910,069 922,243
Deferred tax assets 65,337 57,383
Prepaid expenses 5,378 4,263
---------- ----------
Total Current Assets 1,530,847 1,386,202
---------- ----------
Long-term investments 388,537 377,616
Other noncurrent assets 1,134 950
Property, plant and equipment 4,840,653 4,697,650
Less accumulated depreciation (1,751,011) (1,672,816)
---------- ----------
Net property, plant and equipment 3,089,642 3,024,834
---------- ----------
Total Assets $5,010,160 4,789,602
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts payable $ 714,256 686,634
Accrued contribution to retirement plans 118,974 248,605
Accrued salaries and wages 82,411 63,906
Accrued self-insurance reserves 108,061 102,722
Federal and state income taxes 109,458 16,131
Other 257,026 172,186
---------- ----------
Total Current Liabilities 1,390,186 1,290,184
---------- ----------
Deferred tax liabilities, net 252,617 238,573
Self-insurance reserves 183,671 176,895
Accrued postretirement benefit cost 68,837 69,062
Other noncurrent liabilities 7,761 6,820
Stockholders' Equity
- --------------------
Common stock of $1 par value. Authorized
300,000,000 shares; issued 190,958,556
shares at March 29, 2003 and 189,167,769
shares at December 28, 2002 190,959 189,168
Additional paid-in capital 494,001 421,019
Reinvested earnings 2,508,713 2,397,634
---------- ----------
3,193,673 3,007,821
Less 2,306,620 treasury shares
at March 29, 2003, at cost (88,652) ---
Accumulated other comprehensive earnings 2,067 247
---------- ----------
Total Stockholders' Equity 3,107,088 3,008,068
---------- ----------
Total Liabilities and Stockholders'
Equity $5,010,160 4,789,602
========== ==========
See accompanying notes to condensed consolidated financial statements.
-2-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Three Months Ended
March 29, 2003 March 30, 2002
-------------- --------------
(Unaudited)
Revenues
- --------
Sales $ 4,317,935 4,194,016
Other operating income 25,239 23,645
------------ -----------
Total revenues 4,343,174 4,217,661
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold, including certain
store occupancy, warehousing and delivery
expenses 3,152,987 3,050,945
Operating and administrative expenses 903,297 865,509
------------ -----------
Total costs and expenses 4,056,284 3,916,454
------------ -----------
Operating profit 286,890 301,207
------------ -----------
Investment income, net 5,192 6,144
Other income, net 6,012 4,724
------------ -----------
Earnings before income tax expense 298,094 312,075
Income tax expense 110,986 116,906
------------ -----------
Net earnings $ 187,108 195,169
============ ===========
Weighted average number of common
shares outstanding 188,513,408 196,920,363
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ .99 .99
============ ===========
Cash dividends paid per common share None None
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Three Months Ended
March 29, 2003 March 30, 2002
-------------- --------------
(Unaudited)
Net earnings $ 187,108 195,169
Other comprehensive earnings
Unrealized gain (loss) on investment
securities available-for-sale,
net of tax effect of $1,114 and
($763) in 2003 and 2002, respectively 1,775 (1,215)
Reclassification adjustment for net
realized loss on investment
securities available-for-sale, net
of tax effect of $29 and $156 in
2003 and 2002, respectively 45 249
------------ -----------
Comprehensive earnings $ 188,928 194,203
============ ===========
See accompanying notes to condensed consolidated financial statements.
-3-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
Three Months Ended
March 29, 2003 March 30, 2002
-------------- --------------
(Unaudited)
Cash flows from operating activities
- ------------------------------------
Cash received from customers $ 4,338,680 4,193,415
Cash paid to employees and suppliers (3,765,777) (3,642,228)
Dividends and interest received 5,599 6,872
Income taxes paid (12,712) (10,027)
Payment for self-insured claims (49,465) (45,135)
Other operating cash receipts 240 234
Other operating cash payments (1,869) (2,664)
------------ ----------
Net cash provided by operating
activities 514,696 500,467
------------ ----------
Cash flows from investing activities
- ------------------------------------
Payment for property, plant and
equipment (153,272) (158,843)
Proceeds from sale of property, plant
and equipment 1,539 920
Payment for investment securities -
available-for-sale (AFS) (66,468) (64,017)
Proceeds from sale and maturity of
investment securities - AFS 56,492 68,357
Net proceeds from (investment in) joint
ventures and other investments 1,524 (4,927)
Other, net (195) 11
------------ ----------
Net cash used in investing activities (160,380) (158,499)
------------ ----------
Cash flows from financing activities
- ------------------------------------
Proceeds from sale of common stock 22,475 27,592
Payment for acquisition of common stock (240,937) (175,930)
Other, net (131) (142)
------------ ----------
Net cash used in financing activities (218,593) (148,480)
------------ ----------
Net increase in cash and cash equivalents 135,723 193,488
------------ ----------
Cash and cash equivalents at beginning
of period 207,523 211,296
------------ ----------
Cash and cash equivalents at end of period $ 343,246 404,784
============ ==========
See accompanying notes to condensed consolidated financial statements.
(Continued)
-4-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts are in thousands)
Three Months Ended
March 29, 2003 March 30, 2002
-------------- --------------
(Unaudited)
Reconciliation of net earnings to net cash
provided by operating activities
Net earnings $ 187,108 195,169
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 84,145 72,600
Retirement contributions payable in
common stock 63,062 72,891
Deferred income taxes 4,947 (913)
Loss on sale of property, plant and
equipment 2,791 1,873
Loss on sale of investments 74 405
Self-insurance reserves in excess of
current payments 12,115 11,022
Postretirement accruals (less than)
current payments (225) (150)
Increase (decrease) in advance purchase
allowances 724 (1,680)
Other, net 333 241
Change in cash from:
Trade receivables (11,940) (28,824)
Merchandise inventories 12,174 36,774
Prepaid expenses (1,115) (5,761)
Accounts payable and accrued expenses 67,176 39,028
Federal and state income taxes 93,327 107,792
---------- -------
Total adjustments 327,588 305,298
---------- -------
Net cash provided by operating activities $ 514,696 500,467
========== =======
See accompanying notes to condensed consolidated financial statements.
-5-
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying condensed consolidated financial statements included herein
are unaudited; however, in the opinion of management, such information
reflects all adjustments (consisting solely of normal recurring adjustments)
which are necessary for the fair statement of results for the interim period.
These condensed consolidated financial statements should be read in
conjunction with the fiscal 2002 Form 10-K Annual Report of the Company.
2. Due to the seasonal nature of the Company's business, the results for the
three months ended March 29, 2003 are not necessarily indicative of the
results for the entire 2003 fiscal year.
3. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of 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.
4. Certain 2002 amounts have been reclassified to conform with the 2003
presentation.
5. In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 143, "Accounting for Asset Retirement
Obligations," (SFAS 143) effective for fiscal years beginning after June 15,
2002. SFAS 143 addresses the financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. SFAS 143 requires the Company to
record the fair value of an asset retirement obligation as a liability in the
period in which it incurs a legal obligation associated with the retirement
of tangible long-lived assets. The Company would also record a corresponding
asset which is depreciated over the life of the asset. Subsequent to the
initial measurement of the asset retirement obligation, the obligation will
be adjusted at the end of each period to reflect the passage of time and
changes in the estimated future cash flows underlying the obligation. The
adoption of SFAS 143 did not have a material effect on the Company's
financial condition, results of operations or cash flows.
6. In July 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities," (SFAS 146) effective for exit or disposal
activities initiated after December 31, 2002. SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be
recognized at fair value when the liability is incurred rather than at the
date of a commitment to an exit or disposal plan. The adoption of SFAS 146
did not have a material effect on the Company's financial condition, results
of operations or cash flows.
7. In November 2002, the Emerging Issues Task Force (EITF) issued EITF Issue No.
02-16, "Accounting by a Customer (Including a Reseller) for Certain
Consideration Received from a Vendor," (EITF 02-16). EITF 02-16 provides
guidance for the accounting for cash consideration given to a reseller from a
vendor. The adoption of EITF No. 02-16 did not have a material effect on the
Company's financial condition, results of operations or cash flows.
-6-
PUBLIX SUPER MARKETS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
- --------------------------------------------------------------------------------
Results of Operations
- ---------------------
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents and short-term and long-term investments totaled
approximately $738.6 million at March 29, 2003, compared to $785.7 million at
March 30, 2002. Net cash provided by operating activities was approximately
$514.7 million for the three months ended March 29, 2003, as compared with
$500.5 million for the three months ended March 30, 2002. Any net cash in excess
of the amount needed for current operations is invested in short-term and
long-term investments.
Net cash used in investing activities was approximately $160.4 million for
the three months ended March 29, 2003, as compared with $158.5 million for the
three months ended March 30, 2002. The primary use of net cash in investing
activities was funding capital expenditures. During the three months ended March
29, 2003, capital expenditures totaled approximately $153.3 million. These
expenditures were primarily incurred in connection with the opening of 16 new
supermarkets and remodeling or expanding ten supermarkets. In addition, the
Company closed two supermarkets. The net impact of new and closed supermarkets
(net new supermarkets) added an additional 0.7 million square feet in the three
months ended March 29, 2003, a 2.1% increase. Significant expenditures were also
incurred in the expansion of warehouses and new or enhanced information
technology applications. During the three months ended March 30, 2002, capital
expenditures totaled approximately $158.8 million. These expenditures were
primarily incurred in connection with the opening of 16 new supermarkets and
remodeling or expanding 26 supermarkets. In addition, the Company closed five
supermarkets. Net new supermarkets added an additional .51 million square feet
in the three months ended March 30, 2002, a 1.65% increase. Significant
expenditures were also incurred in the expansion of warehouses, office
construction and new or enhanced information technology applications.
Capital expenditures for the remainder of 2003, primarily made up of new
supermarkets, expansion of warehouses, remodeling and expanding of certain
existing supermarkets and new or enhanced information technology applications,
are expected to be approximately $446.7 million. This capital program is subject
to continuing change and review. The remaining 2003 capital expenditures are
expected to be financed by internally generated funds, liquid assets or the
committed line of credit described below. In the normal course of operations,
the Company replaces supermarkets and closes supermarkets that are not meeting
performance expectations. The impact of future supermarket closings is not
expected to be material.
Net cash used in financing activities was approximately $218.6 million for
the three months ended March 29, 2003, as compared with $148.5 million for the
three months ended March 30, 2002. The primary use of net cash in financing
activities was funding net common stock repurchases. The Company currently
repurchases common stock at the stockholders' request in accordance with the
terms of the Company's Employee Stock Purchase Plan. Net common stock
repurchases totaled approximately $218.5 million for the three months ended
March 29, 2003, as compared with $148.3 million for the three months ended March
30, 2002. The Company expects to continue to repurchase its common stock, as
offered by its stockholders from time to time, at its then currently appraised
value. However, such purchases are not required and the Company retains the
right to discontinue them at any time.
-7-
On March 4, 2003, the Company declared a cash dividend on its common stock
of $.40 per share or approximately $75.5 million, payable on June 2, 2003, to
stockholders of record as of the close of business April 1, 2003.
In December 2002, the Company renewed an agreement for a committed line of
credit totaling $100 million. This 364-day line of credit facility is available
to fund liquidity requirements if necessary. The interest rate is based on LIBOR
or prime. There were no amounts outstanding on this line of credit as of March
29, 2003.
Based on the Company's financial position, it is expected that short-term
and long-term borrowings would be readily available to support the Company's
liquidity requirements if needed.
Results of Operations
- ---------------------
Sales for the first quarter ended March 29, 2003, were $4.3 billion as
compared with $4.2 billion in the same quarter in 2002, an increase of $123.9
million or a 3.0% increase. This reflects a decrease of $97.7 million or 2.3% in
comparable store sales (supermarkets open for the same weeks in both periods,
including replacement supermarkets) and an increase of $221.6 million or 5.3%
from net new supermarkets since the beginning of the first quarter of 2002.
Additionally, sales for the first quarter of 2003 were negatively affected by
the late Easter holiday, which was in the first quarter of 2002.
Cost of merchandise sold including certain store occupancy, warehousing and
delivery expenses, as a percentage of sales, was approximately 73.0% and 72.7%
for the three months ended March 29, 2003 and March 30, 2002, respectively. The
increase in cost of merchandise sold, as a percentage of sales, was primarily
driven by an increase in promotional activities. However, improvements in buying
practices including centralized product procurement, category management and
more efficient distribution channels partially offset the cost of the increased
promotional activities.
Operating and administrative expenses, as a percentage of sales, were
approximately 20.9% and 20.6% for the three months ended March 29, 2003 and
March 30, 2002, respectively. The increase in operating and administrative
expenses, as a percentage of sales, was primarily due to increases in facilities
costs and other expenses. These increases were partially offset by decreases in
payroll and employee benefit costs.
Net earnings were $187.1 million and $195.2 million or $.99 per share for
the three months ended March 29, 2003 and March 30, 2002, respectively.
-8-
Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------
From time to time, certain information provided by the Company, including
written or oral statements made by its representatives, may contain
forward-looking information as defined in Section 21E of the Securities Exchange
Act of 1934. Forward-looking information includes statements about the future
performance of the Company, which is based on management's assumptions and
beliefs in light of the information currently available to them. When used, the
words "plan," "estimate," "project," "intend," "believe" and other similar
expressions, as they relate to the Company, are intended to identify such
forward-looking statements. These forward-looking statements are subject to
uncertainties and other factors that could cause actual results to differ
materially from those statements including, but not limited to: competitive
practices and pricing in the food and drug industries generally and particularly
in the Company's principal markets; changes in the general economy; changes in
consumer spending; and other factors affecting the Company's business in or
beyond the Company's control. These factors include changes in the rate of
inflation, changes in state and Federal legislation or regulation, adverse
determinations with respect to litigation or other claims, ability to recruit
and retain employees, ability to construct new stores or complete remodels as
rapidly as planned and stability of product costs. Other factors and assumptions
not identified above could also cause the actual results to differ materially
from those set forth in the forward-looking statements. The Company assumes no
obligation to update publicly these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
The Company does not utilize financial instruments for trading or other
speculative purposes, nor does it utilize leveraged financial instruments. The
Company does not consider to be material the potential losses in future
earnings, fair values and cash flows from reasonably possible near-term changes
in interest rates.
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 upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings. There have been no significant
changes in the Company's internal controls or in other factors which could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation.
-9-
PUBLIX SUPER MARKETS, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- ----------------------------
As reported in the Company's Form 10-K for the year ended December 28,
2002, the Company is a party in various legal claims and actions considered in
the normal course of business. In the opinion of management, the ultimate
resolution of these legal proceedings will not have a material adverse effect on
the Company's financial condition, results of operations or cash flows.
Item 2. Changes in Securities
- --------------------------------
Not Applicable.
Item 3. Defaults Upon Senior Securities
- ------------------------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- --------------------------------------------------------------
Not Applicable.
Item 5. Other Information
- ----------------------------
Not Applicable.
Item 6(a). Exhibits
- -------------------
21. Subsidiaries of the Registrant.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Item 6(b). Reports on Form 8-K
- ------------------------------
The Company filed a report on Form 8-K dated May 2, 2003, pursuant to Item 9
("Regulation FD Disclosure"), attaching the Company's press release dated May 1,
2003.
-10-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
PUBLIX SUPER MARKETS, INC.
Date: May 6, 2003 /s/ John A. Attaway, Jr.
------------------------------------------
John A. Attaway, Jr., Secretary
Date: May 6, 2003 /s/ David P. Phillips
------------------------------------------
David P. Phillips, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
-11-
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
- -------------
I, Charles H. Jenkins, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Publix Super Markets,
Inc.;
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 officers 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 officers 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 officers 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: May 6, 2003
/s/ Charles H. Jenkins, Jr.
- ---------------------------
Charles H. Jenkins, Jr.
Chief Executive Officer
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
- -------------
I, David P. Phillips, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Publix Super Markets,
Inc.;
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 officers 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 officers 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 officers 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: May 6, 2003
/s/ David P. Phillips
- -----------------------
David P. Phillips
Chief Financial Officer