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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 3, 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 1-7288
THE BOMBAY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1475223
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
550 Bailey Avenue, Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(817) 347-8200
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
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 ______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Number of shares outstanding at May 3, 2003
Common stock, $1 par value 33,866,092
Page 1 of 17
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Form 10-Q
Quarter Ended May 3, 2003
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
Item
Page No.
1.Financial Statements............................................. 3-7
2.Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 8-10
3.Quantitative and Qualitative Disclosures About Market Risk....... 11
4.Controls and Procedures.......................................... 11
PART II -- OTHER INFORMATION
6.Exhibits and Reports on Form 8-K................................. 12
Signatures........................................................ 13
Certifications.................................................... 14-17
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
May 3, May 4,
2003 2002
Net revenue $119,237 $90,855
Costs and expenses:
Cost of sales, buying and store occupancy costs 85,899 68,475
Selling, general and administrative expenses 35,584 28,154
Interest income, net (142) (101)
Total costs and expenses 121,341 96,528
Loss before income taxes (2,104) (5,673)
Income tax benefit (831) (2,241)
Net loss ($1,273) ($3,432)
Basic earnings per share ($0.04) ($0.10)
Diluted earnings per share ($0.04) ($0.10)
Average common shares outstanding and
dilutive potential common shares 33,618 33,082
The accompanying notes are an integral part of these consolidated financial
statements.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands)
May 3, February 1, May 4,
2003 2003 2002
(Unaudited) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $22,417 $56,608 $22,695
Inventories 129,682 102,768 92,747
Other current assets 22,892 21,123 19,729
Total current assets 174,991 180,499 135,171
Property and equipment, net 43,622 45,301 47,763
Goodwill, less amortization 423 423 423
Other assets 9,961 9,966 12,103
Total assets $228,997 $236,189 $195,460
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $38,549 $37,202 $20,776
Income taxes payable -- 6,673 --
Accrued payroll and bonuses 4,643 7,192 3,681
Gift certificates redeemable 5,663 5,923 5,502
Accrued insurance 3,735 3,609 3,159
Total current liabilities 52,590 60,599 33,118
Accrued rent and other liabilities 6,176 6,182 6,536
Stockholders' equity:
Preferred stock, $1 par value,
1,000,000 shares authorized -- -- --
Common stock, $1 par value, 50,000,000
shares authorized, 38,149,646 shares issued 38,150 38,150 38,150
Additional paid-in capital 75,375 75,446 75,260
Retained earnings 75,088 76,361 65,712
Accumulated other comprehensive loss (662) (1,394) (1,637)
Common shares in treasury, at cost, 4,283,554;
4,621,440 and 5,028,462 shares, respectively (17,535) (18,918) (20,494)
Stock purchase loans -- -- (962)
Deferred compensation (185) (237) (223)
Total stockholders' equity 170,231 169,408 155,806
Total liabilities and stockholders' equity $228,997 $236,189 $195,460
The accompanying notes are an integral part of these consolidated financial
statements.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Three Months Ended
May 3, May 4,
2003 2002
Cash flows from operating activities:
Net loss ($1,273) ($3,432)
Adjustments to reconcile net loss
to net cash from operations:
Depreciation and amortization 4,064 3,623
Restricted stock expense 52 44
Deferred taxes and other 40 18
Change in assets and liabilities:
Increase in inventories (26,157) (2,790)
Increase in other current assets (1,188) (2,443)
Decrease in current liabilities (9,032) (8,514)
Increase in noncurrent assets (3) (39)
Decrease in noncurrent liabilities (55) (162)
Net cash used by operations (33,552) (13,695)
Cash flows from investing activities:
Purchases of property and equipment (1,889) (2,038)
Sales of property and equipment 51 12
Net cash used by investing activities (1,838) (2,026)
Cash flows from financing activities:
Sale of stock to employee benefit plans -- 2
Purchases of treasury stock -- (31)
Proceeds from the exercise of employee stock options 1,284 117
Net cash provided by financing activities 1,284 88
Effect of exchange rate change on cash (85) (87)
Net decrease in cash and cash equivalents (34,191) (15,720)
Cash and cash equivalents at beginning of period 56,608 38,415
Cash and cash equivalents at end of period $22,417 $22,695
Supplemental disclosure of cash flow information:
Income taxes paid $5,168 $2,313
Non-cash financing activities:
Distributions of deferred director fees -- 250
The accompanying notes are an integral part of these consolidated financial
statements.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Accounting Principles
In the opinion of the Company, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of May 3,
2003 and May 4, 2002, the results of operations for the three months then
ended, and cash flows for the three months then ended. The results of
operations for the three month periods ended May 3, 2003 and May 4, 2002 are
not necessarily indicative of the results to be expected for the full fiscal
year. The consolidated financial statements should be read in conjunction with
the financial statement disclosures contained in the Company's 2002 Annual
Report on Form 10-K.
(2) Comprehensive Income/Loss
Comprehensive income or loss represents the change in equity (net assets) of
a business enterprise during a period from transactions and other events and
circumstances from non-owner sources. It includes all changes in equity during
a period except those resulting from investments by owners and distributions to
owners.
Comprehensive loss for the three months ended May 3, 2003 and May 4, 2002 was
$541,000 and $3,293,000, respectively. Other comprehensive income or loss
consists of the cumulative effect of foreign currency translation adjustments.
(3) Earnings per Share
Basic earnings per share are based upon the weighted average number of shares
outstanding. Diluted earnings per share are based upon the weighted average
number of shares outstanding plus the shares that would be outstanding assuming
exercise of dilutive stock options and distribution of deferred director
compensation.
During the three month periods ended May 3, 2003 and May 4, 2002, the Company
reported a loss. Accordingly, during these periods common stock equivalents
would be anti-dilutive and, thus, are not included in the computation of
diluted earnings per share.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (cont'd)
(4) Stock-Based Compensation
The Company applies the recognition and measurement principles of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
and related interpretations and the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" in accounting for its stock-based
incentive plans. No compensation expense related to grants of stock options
has been reflected in net income, as all options granted under the plans had an
exercise price not less than the market price of the Company's common stock on
the date of grant. Compensation expense related to grants of restricted stock
is measured as the quoted market price of the Company's common stock at the
measurement date, amortized to expense over the vesting period. The following
table illustrates the effect on net income and earnings per share if the
Company had applied the fair value recognition provisions of SFAS 123 to stock-
based compensation (in thousands):
Three Months Ended
May 3, May 4,
2003 2002
Net loss as reported ($1,273) ($3,432)
Stock-based compensation expense
determined under FAS 123, net of tax (224) (206)
Net loss, pro forma ($1,497) ($3,638)
Basic earnings per share, as reported ($.04) ($.10)
Diluted earnings per share, as reported ($.04) ($.10)
Basic earnings per share, pro forma ($.04) ($.11)
Diluted earnings per share, pro forma ($.04) ($.11)
(5) New Accounting Pronouncements
During the first fiscal quarter of 2003, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations". SFAS 143 requires that the fair value of a liability
for an asset retirement obligation be recognized in the period in which it is
incurred if a reasonable estimate of fair value can be made. The adoption of
SFAS 143 did not have a material impact on the Company's consolidated financial
position or results of operations.
The Company has also adopted the provisions of SFAS 146, "Accounting for
Costs Associated with Exit or Disposal Activities" for exit or disposal
activities initiated after December 31, 2002. SFAS No. 146 requires that
certain costs associated with exit or disposal activities be recognized when
they are incurred rather than at the date of commitment to an exit or disposal
plan. The adoption of SFAS 146 did not have a material impact on the Company's
consolidated financial position or results of operations.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Special Note Regarding Forward-Looking Statements
Certain statements in this Form 10-Q under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of The Bombay Company, Inc. ("Company") to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: downward pressure in retail due to economic
pessimism and declining consumer sentiment; competition; seasonality; success
of operating initiatives; new product development and introduction schedules;
uninterrupted flow of product from overseas sources; acceptance of new product
offerings including children's merchandise; inherent safety of product
offerings; advertising and promotional efforts; adverse publicity; expansion of
the store chain; availability, locations and terms of sites for store
development; ability to renew leases on an economic basis; changes in business
strategy or development plans; availability and terms of borrowings or capital
for operating purposes; labor and employee benefit costs; ability to obtain
insurance at a reasonable cost; reliance on technology; security of the
technological infrastructure; changes in government regulations; risks
associated with international business; potential business interruptions due to
communicable diseases, particularly with respect to our Canadian subsidiary;
terrorism; war or threat of war; regional weather conditions; hiring and
retention of key management personnel and other risks and uncertainties
contained in the Company's 2002 Annual Report on Form 10-K and other SEC
filings as they occur.
General
The Bombay Company, Inc. and its wholly-owned subsidiaries (the "Company" or
"Bombay") design, source and market a unique line of fashionable home
accessories, wall d{e'}cor and furniture through 424 retail locations in 42
states in the United States and nine Canadian provinces, through specialty
catalogs, over the Internet and internationally. In addition to its primary
retail Bombay operations, during 2001, the Company introduced Bombay KIDS
("KIDS"), a new line of children's furniture, textile and accessories, which is
currently being offered in six KIDS store locations as well as through catalog
and Internet channels. The Company's wholesale operation, Bailey Street
Trading Company, markets a limited number of furniture and accessory SKUs under
a separate brand to specialty gift stores, furniture stores, department stores,
catalogers and mass merchants. The Company also has international licensing
agreements under which a total of twelve licensed international stores are
operating in the Middle East and the Caribbean. The operations of Bombay KIDS,
Bailey Street Trading Company and Bombay International are all relatively new
and immaterial to the overall results and, therefore, are not discussed
separately.
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The largest percentage of the Company's sales and operating income is
realized in the fiscal quarter that includes December (Christmas season).
Merchandise is manufactured to Company specifications through a worldwide
network of contract manufacturers. The impact of inflation on operating
results is typically not significant because the majority of the Company's
products are proprietary. The Company attempts to alleviate inflationary
pressures by adjusting selling prices (subject to competitive conditions),
improving designs and finding alternative production sources in lower cost
countries.
Results of Operations
Quarters Ended May 3, 2003 and May 4, 2002
Net revenue was $119,237,000 for the quarter ended May 3, 2003 compared
to $90,855,000 for the quarter ended May 4, 2002, an increase of 31%. Same
store sales increased 25% for the quarter due primarily to improved inventory
availability and an increased investment in marketing. In addition to same
store sales improvement, additional revenues were attributable to new stores as
well as non-store activity including Internet, mail order, International and
Bailey Street operations, which accounted for 9% of sales for the quarter
compared to 7% last year.
On a geographical basis, all regions of the United States and Canada
reported strong double-digit same store sales. Same store sales on the West
Coast, in Canada, the Northeast and the South experienced increases in excess
of 20% while growth in the Midwest was in the high teens. From a sales mix
standpoint, all categories experienced double-digit growth with furniture
showing the greatest improvement. During the quarter, large furniture
represented 40% of the business, occasional furniture was 13%, wall d{e'}cor
was 15% and accessories were 32% compared to the prior year of 35% large
furniture, 13% occasional furniture, 16% wall d{e'}cor and 36% accessories.
The average ticket was approximately $111 for the quarter, up $11 over the
comparable prior year period, while the number of transactions increased 17%.
Cost of sales, including buying and occupancy costs, was $85,899,000 for the
first fiscal quarter compared to $68,475,000 for the same period last year. As
a percentage of revenue, cost of sales decreased to 72.0% for the quarter
compared to 75.4% for the prior year period. Gross margin improvement was due
primarily to being able to leverage fixed costs against the higher sales base.
Buying and occupancy costs were 520 basis points lower than last year,
declining to 19.9% of revenues compared to 25.1% last year. This improvement
was partially offset by a decline of 190 basis points in product margin as the
Company invests in growing market share with aggressive pricing.
Selling, general and administrative expenses were $35,584,000 or 29.8% of
revenue, compared to $28,154,000 or 31.0% of revenue for the comparable period
of the prior year. Additional investments were made in marketing, for which
expenditures increased 70 basis points for the quarter, while the Company was
able to leverage costs in other areas including payroll and insurance. Costs
associated with the accelerated write-off of the existing point-of-sale system
as well as design costs associated with the new system, scheduled to be rolled
out during Fiscal 2003, resulted in additional expenses of approximately
$330,000 during the quarter.
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For the quarter ended May 3, 2003, interest income was $142,000 compared to
$101,000 in the first quarter of Fiscal 2002. This improvement is due to
overall higher levels of cash in the current year, related to improved revenues
and profitability, offset slightly by lower interest rates.
Liquidity and Capital Resources
The primary sources of liquidity and capital resources are cash flows from
operations and a line of credit with banks. The Company has an unsecured,
revolving credit agreement with a group of banks, with an aggregate commitment
of up to $50,000,000 for working capital and letter of credit purposes. The
bank commitment is limited to the lesser of the $50,000,000 or 45% of eligible
inventory as defined by the credit agreement. At May 3, 2003, the bank
commitment was $50,000,000 and outstanding letters of credit totaled
$10,003,000, leaving $39,997,000 available for borrowings or additional letters
of credit. The credit facility, which expires July 5, 2005, gives the Company
the option to request an increase in the aggregate commitment to $75,000,000,
subject to approval by the banks, through the additional of another lending
bank or increased commitment by the existing lending banks. The Company is
currently in discussions with the banks to increase the size of the facility
and to increase the limit on capital expenditures in order to support its
expansion plans.
During the first quarter of Fiscal 2003, the Company opened four large
format Bombay stores and one KIDS store. One regular store was converted to
the large format and three stores were closed during the period. As of the end
of the first quarter, the Company had 338 large format stores, 34 regular
stores, 46 outlets and six KIDS stores for a total of 424 stores, equal to the
total store count at the end of the first quarter of Fiscal 2002.
During Fiscal 2003, the Company expects to open approximately 60 Bombay
stores and approximately 30 KIDS stores, and to convert four regular stores to
the large format. During the year, the Company has approximately 91 leases
expiring. Nineteen locations are expected to be vacated and 22 stores with
expiring leases are expected to be relocated off-mall. Of the remaining
expiring leases, the Company has executed or expects to execute short-term
renewals (34), long-term extensions (12), or renewals of expanded locations
within the mall (4). The Company expects to end the year with approximately
474 stores. The Company's total capital expenditure plan for Fiscal 2003 of
$30 to $35 million also includes a new Midwest distribution center and the
rollout of a new point-of-sale system. Through the first fiscal quarter,
capital expenditures totaled approximately $2 million.
The Company's future capital needs will be primarily driven by its real
estate strategy. The Company expects to renew or replace substantially all of
the stores as the leases expire and increase store count by approximately 5%
annually. In addition, the Company plans to open a total of 100 KIDS stores
during the next three years. The Company believes that its current cash
position, cash flows from operations and expanded credit lines will be
sufficient to fund its operations and capital expenditure programs during the
current year. Additionally, the Company expects to investigate financing
alternatives to support long-term expansion plans.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of May 3, 2003, the Company does not have any market risk sensitive
instruments.
Item 4. Controls and Procedures
Within 90 days prior to the date of this filing, an evaluation was
performed under the supervision and with the participation of Company's
management, including the 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 Rule 13a-14 under the Securities Exchange
Act of 1934. Based on that evaluation, the Company's management, including the
Chief Executive Officer and Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective in alerting them in
a timely fashion to material information relating to the Company that is
required to be included in periodic filings with the Securities and Exchange
Commission. There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of the evaluation.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The Exhibits filed as a part of this report are listed below.
Exhibit No. Description
99 Certifications of Registrant Pursuant
to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) The Company filed a Form 8-K on February 12, 2003 providing revised
guidance relating to the Company's projected revenues, earnings, store
expansion and capital expenditures for Fiscal 2003.
The Company filed a Form 8-K relating to the settlement of a California
lawsuit on February 20, 2003.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BOMBAY COMPANY, INC.
(Registrant)
/s/ JAMES D. CARREKER
Date:June 12, 2003 James D. Carreker
Chairman of the Board and
Chief Executive Officer
/s/ ELAINE D. CROWLEY
Date:June 11, 2003 Elaine D. Crowley
Senior Vice President, Chief
Financial Officer and Treasurer
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James D. Carreker, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Bombay Company,
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 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
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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:June 12, 2003
/S/ JAMES D. CARREKER
James D. Carreker
Chairman of the Board and
Chief Executive Officer
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
CERTIFICATION PURSUANT TO18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Elaine D. Crowley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Bombay Company,
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 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
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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:June 11, 2003
/S/ ELAINE D. CROWLEY
Elaine D. Crowley
Senior Vice President, Chief
Financial Officer and Treasurer
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