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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 January 31, 2005
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 0-1287
STERLING SUGARS, INC.
____________________________________________________________________
Exact name of registrant as specified in its charter
Louisiana 72-0327950
_______________________________ ______________________________
State or other jurisdiction of IRS employer identification
incorporation or organization number
P. O. Box 572, Franklin, La. 70538
____________________________________________________________________
Address of principal executive offices Zip Code
Registrant's telephone number including area code 337 828 0620
Not Applicable
____________________________________________________________________
Former name, former address and former fiscal year, if changed since
last report.
Indicate by check mark whether 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 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
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 126-2 of the Exchange Act). Yes No X
There were 2,500,000 common shares outstanding at March 4, 2005.
Total number of pages -18-
-1-
STERLING SUGARS, INC.
I N D E X
PAGE
NUMBER
PART I: FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS
Condensed balance sheets January 31, 2005
(unaudited) and July 31, 2004 I-1
Statements of earnings and retained earnings
Six months ended January 31, 2005 (unaudited)
and 2004 (unaudited) I-2
Statements of earnings and retained earnings
Three months ended January 31, 2005 (unaudited)
and 2004 (unaudited) I-3
Statements of cash flows
Six months ended January 31, 2005 (unaudited)
and 2004 (unaudited) I-4
Notes to condensed financial statements
Three and six months ended January 31, 2005
and 2004 I-5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS I-6
ITEM 4. CONTROLS AND PROCEDURES I-9
PART II. OTHER INFORMATION:
ITEM 4. SUBMISSSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS II-1
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K II-1
-2-
STERLING SUGARS, INC.
CONDENSED BALANCE SHEETS
January 31, July 31,
2005 2004
UNAUDITED NOTE
ASSETS: ---------------------------
CURRENT ASSETS:
Cash and short-term investments $ 1.641,520 $ 1,550,726
Accounts receivable 2,813,364 1,405,538
Inventories at lower of cost or market 19,139,860 8,406,006
Other current assets 225,106 504,470
------------- -------------
TOTAL CURRENT ASSETS $ 23,819,850 $ 11,866,740
------------- -------------
Property, plant and equipment - net $ 24,583,641 $ 25,471,499
------------- -------------
Expenditures for future crops $ 106,870 $ 106,870
------------- -------------
Notes receivable - No allowance for
doubtful accounts considered necessary $ 219,698 $ 228,174
------------- -------------
Other assets $ 223,641 $ 83,566
------------- -------------
$ 48,953,700 $ 37,756,849
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Notes Payable $ 15,793,600 $ 8,404,000
Accounts payable and accrued expenses 3,206,026 420,446
Due cane growers 3,752,060 3,872,774
Current portion long-term debt 1,124,065 1,129,327
------------- -------------
TOTAL CURRENT LIABILITIES $ 23,875,751 $ 13,826,547
------------- -------------
Long-term debt $ 2,959,018 $ 4,306,491
------------- -------------
Deferred income taxes $ 1,663,618 $ 1,663,618
------------- -------------
STOCKHOLDERS' EQUITY:
Common stock $ 2,500,000 $ 2,500,000
Additional paid in capital 40,455 40,455
Retained earnings 17,914,858 15,419,738
------------- -------------
$ 20,455,313 $ 17,960,193
------------- -------------
$ 48,953,700 $ 37,756,849
============= =============
NOTE: The balance sheet at July 31, 2004 has been taken from the
audited financial statements at that date and condensed.
See notes to condensed financial statements
I-1 -3-
STERLING SUGARS, INC.
STATEMENT OF EARNINGS AND RETAINED EARNINGS
(UNAUDITED)
SIX MONTHS ENDED JANUARY 31
---------------------------
2005 2004
REVENUES: ----------- -----------
Sugar and molasses sales $13,695,766 $26,925,532
Interest earned 7,326 4,790
Mineral leases and royalties 713,607 264,248
Gain (loss) on disposal of Assets 4,170 -
Other 1,121,981 2,845,138
----------- -----------
$15,542,850 $30,039,708
COSTS AND EXPENSES: ----------- -----------
Cost of products sold $10,250,300 $22,225,215
General and administrative 670,136 541,856
Interest expense 598,028 325,245
----------- -----------
$11,518,464 $23,092,316
----------- -----------
NET EARNINGS BEFORE INCOME TAXES $ 4,024,386 $ 6,947,392
INCOME TAXES 1,529,267 2,640,009
----------- -----------
NET EARNINGS $ 2,495,119 $ 4,307,383
RETAINED EARNINGS AT BEGINNING OF PERIOD 15,419,739 13,781,536
----------- -----------
RETAINED EARNINGS AT END OF PERIOD $17,914,858 $18,088,919
=========== ===========
NET EARNINGS PER SHARE $ 1.00 $ 1.72
=========== ===========
See notes to condensed financial statements
I-2 -4-
STERLING SUGARS, INC.
STATEMENT OF EARNINGS AND RETAINED EARNINGS
(UNAUDITED)
THREE MONTHS ENDED JANUARY 31
-----------------------------
2005 2004
----------- -------------
REVENUES:
Sugar and molasses sales $ 8,979,042 $20,503,174
Interest earned 4,289 3,870
Mineral leases and royalties 308,686 133,892
Gain on disposal of assets 4,170 -
Other 275,620 684,884
----------- -----------
$ 9,571,807 $21,325,820
----------- -----------
COSTS AND EXPENSES:
Cost of products sold $ 7,265,775 $16,142,672
General and administrative 299,061 328,872
Interest expense 296,942 188,831
----------- -----------
$ 7,861,778 $16,660,375
----------- -----------
NET EARNINGS BEFORE INCOME TAXES $ 1,710,029 $ 4,665,445
INCOME TAXES 649,811 1,772,869
----------- -----------
NET EARNINGS $ 1,060,218 $ 2,892,576
RETAINED EARNINGS AT BEGINNING OF PERIOD 16,854,640 15,196,343
----------- -----------
RETAINED EARNINGS AT END OF PERIOD $17,914,858 $18,088,919
=========== ===========
NET EARNINGS (LOSS) PER SHARE $ .42 $ 1.16
=========== ===========
See notes to condensed financial statements
I-3 -5-
STERLING SUGARS, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED JANUARY 31
---------------------------
2005 2004
OPERATING ACTIVITIES: ------------ ------------
Net earnings $ 2,495,119 $ 4,307,383
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 1,425,000 1,115,725
(Gain) loss on disposl of assets (4,170) -
Changes in operating assets and liabilities:
Increase in accounts receivable (1,407,826) (2,426,689)
Increase in inventories (10,733,854) (10,140,756)
Increase in accounts payable accrued
expenses and due cane growers 2,664,866 6,700,438
Other items - net (323,820) 137,652
----------- ------------
Net cash provided (Used In) Operating
Activities $(5,884,685) $( 306,247)
------------- -------------
INVESTING ACTIVITIES:
(Increase) decrease in Notes receivable 8,476 29,901
Purchase of property, plant and equipment ( 501,211) (2,429,104)
Proceeds from sale of assets 6,350 -
------------- -------------
Net cash used in investing activities $ ( 486,385) $ (2,399,203)
------------- -------------
FINANCING ACTIVITIES:
Proceeds from short-term notes payable
and long-term debt $ 21,088,000 $ 21,904,977
Payments on short-term notes payable
and long-term debt (14,626,136) (18,693,646)
------------ -------------
Net cash provided by (used in)
financing activities $ 6,461,864 $ 3,211,331
------------- -------------
Increase (decrease) in cash and temporary
investments $ 90,794 $ 505,881
Cash and temporary investments at the
beginning of the period 1,550,726 1,110
------------- -------------
Cash and temporary investments at the
end of the period $ 1,641,520 $ 506,991
============= =============
Supplemental information:
Interest paid $ 605,419 $ 278,385
============ ============
Income taxes paid $ - $ 19,110
============ ============
See notes to condensed financial statements
I-4 -6-
STERLING SUGARS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JANUARY 31, 2005 AND 2004
(UNAUDITED)
A. CONDENSED FINANCIAL STATEMENTS:
The condensed balance sheet as of January 31, 2005,
the statements of earnings and retained earnings for the three
and six months ending January 31, 2005 and 2004, and the condensed
statements of cash flows for the six month periods then
ended have been prepared by the Company, without audit. In
the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present
fairly the financial position, results of operations and
cash flows at January 31, 2005 and for all periods presented
have been made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or omitted. It is suggested that these condensed financial
statements be read in conjunction with the July 31, 2004
report on Form 10-K filed with the Securities and Exchange
Commission on October 27, 2004. The results of operations for
the period ending January 31, 2005 are not necessarily indicative
of the operating results expected for the full year.
I-5 -7-
STERLING SUGARS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward -Looking Information:
This Form 10-Q contains certain statements that may be deemed
"forward-looking statements." All statements, other than historical
statements, in this Form 10-Q that address activities, events or
developments that the Company intends, expects, projects, believes or
anticipates will or may occur in the future, are forward-looking
statements. Such statements are based on assumptions and analysis made
by management of the Company in light of its experience and its
perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate. The
forward-looking statements in the Form 10-Q are also subject to a number
of material risks and uncertainties, including weather conditions in
south Louisiana during the sugarcane growing season, the success of
sugarcane pest and disease abatement procedures, the quality and quantity
of the sugarcane crops, mechanical failures at the Company's sugar mill,
and prices for sugar and molasses produced by the Company. Such
forward-looking statements are not guarantees of future performance and
actual results. Development and business decisions may differ from
those envisioned by such forward-looking statements.
Results of Operations:
General Information:
The Company commenced grinding on September 21, 2004 and completed
processing the crop on December 9, 2004. The Company averaged 204 pounds
of sugar per ton of cane compared to 207 and 172 pounds of sugar per ton
for the last two years, respectively. Sugar yields were down slightly
compared to last year and tonnage of cane ground is down significantly.
Dry weather and excessive rainfall at inappropriate times reduced the
tonnage of sugarcane per acre this year. The Company ground 769,852
tons of cane this crop compared to 901,639 and 1,027,182 tons for the
previous two years, respectively. In all probability, the Company will
produce about 18,500 tons less sugar than the previous year because of
the unusually short crop. Exact figures for production will not be
known until all sugar has been shipped.
Lost time percent was excellent at 3.02 percent for the current crop
compared to 4.96 percent and 7.94 percent for the previous two years.
Average tons ground per crop day was 9,709 for the crop compared to
10,027 and 9,985 for the previous two years.
The price the Company receives for its raw sugar is currently
averaging 20.09 cents per pound compared to the 20.86 cents per pound
for the six months ended January 31, 2004. For the six month period
ending January 31, 2002, the Company received 20.33 cents per pound.
The Company systematically sells on the futures market throughout the
year, which tends to average out the highs and lows over a period of
time.
I-6 -8-
Blackstrap molasses production was 4.76 gallons per
ton of cane this year compared to 4.70 and 4.51 gallons per ton the
previous two years, respectively. Total production of molasses was
3,667,644 gallons this year compared to 4,214,128 gallons last year and
4,722,116 gallons for the previous year. The price for blackstrap
molasses received this year was $51.43 per ton compared to $43.60 and
$49.33 per ton for the previous two years.
Sugar and Molasses Sales:
Sugar and molasses sales for the six months ended January 31, 2005
and 2004 were as follows:
2005 2004
----------- -----------
Raw sugar sales $12,592,488 $25,779,679
Blackstrap molasses 1,103,278 1,145,853
----------- -----------
$13,695,766 $26,925,532
=========== ===========
Sugar sales were down substantially for the six months ended January
31, 2005 compared to the same period in 2004 because of lesser demand
from sugar refiners. As a consequence, the Company has approximately
45,750 tons of sugar in inventory compared to 30,000 tons the previous
year. This sugar is expected to be shipped ratably over the period
March-September, 2005. The refiners are requiring raw sugar
manufacturers such as Sterling to hold raw sugar for longer periods.
To be able to accomodate the refiners demands to hold sugar, the Company
built a new sugar warehouse this past year at a cost of $876,087. This
new addition will enable to Company to store an additional 30,000 tons of
raw sugar.
Interest Earned:
Interest earned for the six month period ending January 31,
2005 was $7,326 compared to $4,790 for the same period last year.
Interest earned was $4,289 for the three month period ending January
31, 2005 and $3,870 for the same period last year. The Company invested
the proceeds received from the government disaster payment hence the
increased interest income for the the six months ended January 31, 2005.
Mineral Leases and Royalties:
Income from Mineral leases and royalties was up for the six
months ended January 31, 2004 totaling $713,607 compared to $264,248 for
the same period last year. Royalties for the two periods were $670,735
and $228,448, respectively. Income from Mineral leases for the same
periods were $42,872 and $35,800, respectively. The increase in royalty
payments is the result of a new well brought in in May, 2003.
The Company continues to receive royalty payments from the Zenor A16
well located near Patterson, La. Payments received from the two wells
have been used to reduce the Company's long-term debt.
The Company's activities with respect to oil and gas are limited to
the granting of leases and the collection of bonuses, delay rentals and
I-7 -9-
landowner royalties thereunder. Accordingly, only limited information,
furnished primarily by the Company's lessees, has been included with
respect to oil and gas operations affecting Company lands. Complete
information respecting these and related matters, such as proved
reserves, are unavailable to the Company and cannot be obtained without
unreasonable effort and expense.
DISPOSAL OF ASSETS:
The Company had a gain of $4,170 for the three and six month periods
ended January 31, 2005 and no gain or loss for the three and six months
ended January 31, 2004. The gain this year was principally from the sale
of used equipment.
Other Revenues:
Other revenues, which consist mainly of miscellaneous income items
and cane land rentals, were $1,121,981 for the six months ended January
31, 2005 and $2,845,138 for the six months ended January 31, 2004. Cane
land rentals for the current period were $966,421 compared to
$1,221,353 for the same period last year. Other Revenues for 2004
included a disaster payment of $1,641,875.
Cost of Products Sold:
Cost of products sold totaled $10,250,300 for the six months ended
January 31, 2005 and $22,225,215 for the six months ended January 31,
2004. The large decrease in sales of $13,229,766 coupled with the large
raw sugar inventory results in the much lower cost of goods sold this
year. The installation of a new boiler saved approximately $300,000
over previous year costs which also reduced the cost of products sold.
General and Administrative Expenses:
General and administrative expenses were $670,136 for the six
months ended January 31, 2005 and $541,856 for the same period last
year. The increase is principally due to legal expenses incurred in
connection with the Company's proposal to go private and bonuses paid
to company management. Legal expenses at January 31, 2005 were
$181,041 compared to $49,608 for the same period last year. Bonuses
were $65,294 for the current period and none for the six month period
ended January 31, 2004.
Interest Expense:
Interest expense was $598,028 compared to $325,245 for the six
months ended January 31, 2005 and 2004, respectively. The higher
interest cost resulted from the Company having to hold sugar for longer
periods which resulted in much higher short-term debt. Short-term debt
outstanding at January 31, 2005 was $15,793,600 compared to $5,096,000
at January 31, 2004. Long-Term debt also decreased to $2,959,018 for
the period ended January 31, 2005 from $4,306,491 for the year ended
July 31, 2004. The Company continues to use the proceeds received from
oil and gas royalties to pay down long-term debt.
I-8 -10-
Interest rates on short-term debt ranged from a low of 3.75% on
August 2, 2004 to a high of 4.75% on January 31, 2005 which coupled with
the higher short-term debt resulted in an increase in interest costs of
$272,783.
Net Earnings:
The Statement of Earnings and Retained Earnings for the six months
ended January 31, 2005 is showing a profit of $4,024,386 before income
taxes compared to $6,947,392 for the same period last year. Budgets for
the next six months ended July 31, 2005 indicate the Company will
probably show a loss for the year ended July 31, 2005. Because of the
highly seasonal nature of the sugar industry, it is not unusual to have
a substantial profit for the six months ending January 31 of each year.
For the year ended July 31, 2004, the Company had net earnings before
income taxes of $2,218,896 and and had shown a profit of $6,947,392 for
the six months ended January 31, 2004.
The above is based on management's best estimates taking
into consideration budgeted expenditures for the next six months and
other factors that may affect the earnings or losses of the Company.
Circumstances and events that may happen in the future cannot be
predicted and earnings could be significantly different from that
shown January 31, 2005.
Income Taxes:
The income tax expense for the three and six month periods
ending January 31, 2005 and 2004 were recorded at the statutory rate
of 38 percent, which reflects the 34 percent federal corporate rate plus
4 percent state income taxes.
Liquidity and Capital Resources:
At January 31, 2005, the Company had a negative working capital of
$55,901 compared to a negative working capital of $1,959,807 at July
31, 2004. Due to the seasonal nature of the industry, it is not
uncommon to have a negative working capital balance at July 31 of
each year or just before the start of the new season.
In November, 2003, the Company borrowed $3,000,000 payable in 12
semi-annual installments of $250,000 each. Interest is also payable
semi-annually at a 5.75% rate. Proceeds from the loan were used to
partially fund the new boiler installed for the 2003 crop.
For the period February 1, 2005 to September 30, 2005, the Company
has budgeted $3,274,300 for repairs and $1,250,000 for capital
improvements to the factory. The Company expects to finance some of
these expenditures internally with any excess financed short-term
through a bank with which the Company has a $17,000,000 line of
short-term credit.
I-9 -11-
Item 4. Disclosure Controls
Our principal executive officer and principal accounting officer
have evaluated our disclosure controls and procedures within 90 days
prior to the date of filing of this Quarterly Report on Form 10-Q for
the period ending January 31, 2005. They believe that our current
internal controls and procedures are effective and designed to ensure
that information required to be disclosed by us in our periodic reports
is recorded, processed, summarized and reported, within the appropriate
time periods specified by the SEC, and that such information is
accumulated and communicated to our principal executive officer and
principal accounting officer as appropriate to allow timely decisions to
be made regarding required disclosure. Subsequent to the date of the
evaluation, there were no significant corrective actions taken by us or
other changes made to these internal controls. Management does not
believe there were changes in other factors that could significantly
affect these controls subsequent to the date of the evaluation.
INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in our internal control over financial
reporting (as such term is defined in Rules 13-15(f) and 15d-15(f) under
the Exchange Act) during the second fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
I-10 -12-
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
There have been no material developments in the legal proceedings
reported in the Company's Annual Report on Form 10-K for the year
ended July 31, 2004.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
Exhibit Description Page
----------------------------------------------------
11 Computation of Earnings per Share 15
31.1 Section 906 Certification of Chief 15
Executive Officer
31.2 Section 906 Certification of Chief 16
Financial Officer
32.1 Certification Pursuant to 18 U.S.C. 17
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8K
No reports on Form 8-K have been filed for the period.
II-1 -13-
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
STERLING SUGARS, INC.
(REGISTRANT)
DATE March 15, 2005 By /s/ Craig P. Caillier
-------------- ---------------------
CRAIG P. CAILLIER
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
DATE March 15, 2005 By /s/ Stanley H. Pipes
-------------- ---------------------
STANLEY H. PIPES
VICE PRESIDENT AND TREASURER
II-2 -14-
EXHIBIT 11
STERLING SUGARS, INC.
COMPUTATION OF EARNINGS PER SHARE
Years Ended January 31
-----------------------
2005 2004
------------ ------------
Primary
Income (Loss) $ 2,495,119 $ 4,307,383
============ ============
Shares
Weighted average number of common
shares outstanding 2,500,000 2,500,000
---------- ----------
Primary earnings (loss) per share $1.00 $1.72
========== ==========
EXHIBIT 31.1
CERTIFICATIONS
I, Craig P. Caillier, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sterling Sugars,
Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report if being prepared;
b) Evaluated the effectiveness of the restrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
-15-
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 15, 2005
----------------
/s/ Craig P. Caillier
----------------------
Craig P. Caillier
President and Chief Executive Officer
EXHIBIT 31.2
I, Stanley H. Pipes, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Sterling Sugars,
Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 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-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, 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 report if being prepared;
-16-
b) Evaluated the effectiveness of the restrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 15, 2005
-----------------
/s/ Stanley H. Pipes
--------------------
Stanley H. Pipes
Vice President and Treasurer
(Principal Financial and Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sterling Sugars, Inc.
(the "Company") on Form 10-Q for the six months ending January 31, 2005 as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Craig P. Caillier, President and Chief Executive Officer
of the Company, and I, Stanley H. Pipes, Vice President and Treasurer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
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/s/ Craig P. Caillier
Date: March 15, 2005 ---------------------
Craig P. Caillier
President and Chief Executive Officer
Date: March 15, 2005 /s/ Stanley H. Pipes
____________________
Stanley H. Pipes
Vice President & Treasurer
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