Back to GetFilings.com
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended February 28, 2005
Commission File Number 0-9599
HIA, INC.
(Exact name of Registrant as specified in its charter)
New York 16-1028783
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification Number
1105 W. 122nd Avenue
Westminster, Colorado 80234
(Address of principal executive offices, zip code)
(303) 394-6040
(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 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: 9,296,975 shares
of the Registrant's $.01 par value common stock were outstanding at
February 28, 2005.
HIA, INC.
INDEX
Part I. Financial Information
Item 1. Consolidated Financial Statements . . . . . . . . . . . . .3
Item 2. Management's Discussion and Analysis or Financial
Condition and Results of Operation . . . . . . . . . . . . 9
Item 3. Quantitative and Qualitative Disclosures about
Market Risk . . . . . . . . . . . . . . . . . . . . . . . 12
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . 12
Part II. Other Information
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 13
Item 2. Changes in Securities and Use of Proceeds . . . . . . . . 13
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of Security Holders . . . 13
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . .13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Part 1.
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of February 28, 2005
and November 30, 2004 . . .. . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations for the three months
ended February 28, 2005 and February 29, 2004. . . . . . . . . . . 6
Consolidated Statements of Cash Flows for the three months
ended February 28, 2005 and February 29, 2004. . . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . . . . . . 8
Forward Looking Statements
Statements made in this Form 10-Q that are historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 ("The ACT") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by
the use of terms such as "may," "will," "expect," "believes," "anticipate,"
"estimated," "approximate," or "continue," or the negative thereof. The
Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak only
as of the date made. Any forward-looking statements represent management's
best judgements as to what may occur in the future. However, forward-looking
statements are subject to risks, uncertainties and important factors beyond
the control of the Company that could cause actual results and events to
differ materially from historical results of operations to revise any
forward-looking statements to reflect events or circumstances after the date
of such statement or to reflect the occurrence of anticipated or unanticipated
events.
HIA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Information as of November 30, 2004 is based upon an audited balance sheet.
All other information is unaudited.)
February 28, November 30,
2005 2004
ASSETS ------------ ------------
Current Assets:
Cash $ 3,000 $ 2,000
Accounts receivable, net of allowance for
doubtful accounts of $189,000 and $170,000 3,904,000 3,599,000
Inventories 6,333,000 4,281,000
Other current assets 339,000 284,000
---------- ---------
Total current assets 10,579,000 8,166,000
Property and equipment, at cost:
Land 869,000 869,000
Construction in Progress 2,261,000 341,000
Leasehold Improvements 415,000 390,000
Equipment 1,127,000 1,054,000
--------- ---------
4,672,000 2,654,000
Less accumulated depreciation 1,299,000 1,282,000
--------- ---------
Net property and equipment 3,373,000 1,372,000
Other assets 492,000 199,000
Goodwill, net of amortization 1,151,000 1,151,000
of $383,000 and $383,000
Non-compete agreement, net of amortization
of $86,000 and $82,000 64,000 68,000
----------- -----------
TOTAL ASSETS $15,659,000 $10,956,000
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
HIA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (Continued)
(Information as of November 30, 2004 is based upon an audited balance sheet.
All other information is unaudited).
February 28, November 30,
LIABILITIES 2005 2004
Current Liabilities: ----------- -----------
Note payable to bank $3,442,000 $1,717,000
Construction Loan 2,222,000 319,000
Current maturities of long-term obligations 124,000 124,000
Accounts payable 3,320,000 812,000
Checks written in excess of deposits 154,000 223,000
Accrued expenses and other current liabilities 468,000 1,308,000
--------- ---------
Total current liabilities 9,730,000 4,503,000
--------- ---------
Long-term Obligations:
Notes payable, less current maturities 492,000 522,000
--------- ---------
Total long-term obligations 492,000 522,000
-------- ---------
TOTAL LIABILITIES 10,222,000 5,025,000
---------- ---------
COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock of $.01 par value;
authorized 20,000,000 shares: issued
13,108,196; outstanding 9,296,975
and 9,273,435 131,000 131,000
Additional paid-in capital 3,109,000 3,109,000
Retained earnings 3,550,000 4,056,000
--------- ---------
6,790,000 7,296,000
Less treasury stock: 3,811,221 and
3,834,761 shares at cost (1,353,000) (1,365,000)
----------- -----------
Total stockholders' equity 5,437,000 5,931,000
----------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $15,659,000 $10,956,000
=========== ============
The accompanying notes are an integral part of the consolidated financial
statements.
HIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months Ended
Feb 28, 2005 Feb 29, 2004
------------ ------------
Net sales $5,113,000 $3,563,000
Cost of sales 3,570,000 2,298,000
---------- ----------
Gross profit 1,543,000 1,265,000
Selling, general
and administrative
expenses 2,371,000 2,088,000
--------- ---------
Operating loss (828,000) (823,000)
Other income (expense):
Interest income 20,000 21,000
Interest expense (41,000) (32,000)
Misc. income 24,000 8,000
--------- ---------
Total other expense 3,000 (3,000)
--------- ---------
Loss before income taxes (825,000) (826,000)
--------- ---------
Tax benefit 319,000 303,000
--------- ---------
NET LOSS ($506,000) ($523,000)
========== ==========
Basic and diluted loss
per share ($ .05) ($ .06)
========== ==========
Weighted average common
shares outstanding
Basic 9,283,657 9,309,164
Dilutive 9,283,657 9,309,164
The accompanying notes are an integral part of the consolidated financial
statements.
HIA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Three Months Ended
February 28, 2005 February 29, 2004
Increase (decrease) in cash ----------------- -----------------
OPERATING ACTIVITIES:
Net loss ($506,000) ($523,000)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 21,000 31,000
Deferred income taxes (319,000) (301,000)
Inventory Reserve 1,000 12,000
Changes in current assets and
current liabilities:
Accounts receivable (305,000) 1,031,000
Inventories (2,053,000) (1,541,000)
Other current assets (55,000) (3,000)
Accounts payable 2,508,000 1,337,000
Accrued expenses and other current
liabilities (840,000) (627,000)
Decrease (increase) in other assets 26,000 - 0 -
NET CASH USED IN ----------- ----------
OPERATING ACTIVITIES (1,522,000) (584,000)
----------- ----------
INVESTING ACTIVITIES:
(Purchases) Disposals of property and
equipment (2,018,000) (26,000)
NET CASH USED IN ----------- ----------
INVESTING ACTIVITIES (2,018,000) (26,000)
----------- ----------
FINANCING ACTIVITIES:
Proceeds from note payable to bank 2,718,000 2,078,000
Payments on borrowings on note payable
to bank (993,000) (1,304,000)
Proceeds from construction loan 1,903,000 - 0 -
Repayments of debt (30,000) (74,000)
Increase in checks written in excess of
deposits (69,000) (81,000)
Purchase of treasury stock (1,000) (7,000)
Sale of treasury stock 13,000 - 0 -
NET CASH PROVIDED BY ----------- -----------
FINANCING ACTIVITIES 3,541,000 612,000
----------- -----------
NET DECREASE IN CASH 1,000 2,000
CASH, BEGINNING OF PERIOD 2,000 1,000
----------- -----------
CASH, END OF PERIOD $ 3,000 $ 3,000
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements
HIA, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Basis for Presentation
----------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions of Form 10-Q and do not include
all the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary for fair presentation have been included. Operating results for the
three months ended February 28, 2005 are not necessarily indicative of the
results that may be obtained for the year ending November 30, 2005. These
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Registration's Form 10-K for the
year ended November 30, 2004 filed with the Securities and Exchange Commission
on February 28, 2005.
B. Net Loss Per Common Share
-------------------------
Statement of Financial Accounting Standards No. 128, "Earnings Per Share",
provides for the calculation of "Basic" and "Diluted" earnings per share.
Basic earnings per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted-average number of
shares outstanding during the period (9,283,657 and 9,309,164 for 2005 and
2004). Diluted earnings per share reflect the potential of securities that
could share in the earnings of the Company, similar to fully diluted earnings
per share.
For the periods ended February 28, 2005 and February 29, 2004, total stock
options in the amount of 725,000 and 750,000 are not considered in the
computation of diluted earnings per share as their inclusion would be anti-
dilutive.
C. Stockholders' Equity
--------------------
Purchase of Treasury Stock
On January 9, 2004, the Board of Directors granted common stock options to the
officers of the Company and 3 senior managers to purchase a total of 750,000
shares of treasury stock at $.50 per share to expire December 31, 2005.
The options' exercise price was equal to or greater than the common stock
market price at the date of grant.
During fiscal 2004, the Company purchased 29,875 shares of common stock from
non-affiliated stockholders for $.50 per share, a total purchase price
of $14,938.
During the first quarter of fiscal 2005, the Company purchased 1,460 shares of
common stock from non-affiliated stockholders for $.51 per share, a total
purchase price of $750. In addition, the Company issued 25,000 shares of
common stock (total price of $12,500) to a key manager as part of the stock
options issued on January 8, 2004.
Stock Option Plans - The Company applies Accounting Principles Board ("APB")
Opinion 25, "Accounting for Stock Issued to Employees," and the related
interpretations in accounting for all stock option plans. During the 1st
quarter of 2005 there were no stock options granted to employees under the
plan.
Under APB Opinion 25, no compensation cost has been recognized for stock
options issued to employees as the exercise price of the Company's stock
options granted equals or exceeds the market price of the underlying common
stock on the date of grant.
D. Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Cash payments for interest were $41,000 and $32,000 for the three months
ended February 28, 2005 and February 29, 2004. There were no cash payments
for income taxes for the three months ended February 28, 2005 and
February 29, 2004.
Item 2. Management's Discussion and Analysis of Financial Condition and
Result of Operation
Liquidity and Capital Resources
- -------------------------------
The net cash used in operating activities increased by $938,000 for the three
months ended February 28, 2005 as compared to the same period last year
primarily due to an increase in accounts receivable of $1,336,000, an increase
in inventories of $512,000 and an increase in accounts payable of $1,171,000.
The increase in accounts receivables of $1,336,000 was primarily attributable
to the increase in net sales of $1,550,000 for the first fiscal quarter of
2005 as compared to the first fiscal quarter of 2004. The increase of
$512,000 in inventories was primarily attributable to additional early order
purchases of inventory from key manufacturers in order to meet incentive
quotas and material price increases ranging between 5-10%. The increase in
accounts payables of $1,171,000 was primarily due to the increase in inventory
of $512,000 and additional dating terms from vendors on early order purchases
that were not taken or available in the prior year.
The net cash used in investing activities increased $1,992,000 for the three
months ended February 28, 2005 as compared to February 29, 2004. The increase
was primarily as a result of the draws related to construction in progress on
the Company's new headquarters located in Westminster, Colorado.
The net cash provided by financing activities increased as compared to same
period last year by $2,929,000 primarily as a result of the increase in net
borrowings from the bank of $951,000 and the proceeds from the construction
loan of $1,903,000 on the building being constructed. The increase in net
borrowings from the bank was primarily due to the land (Westminster, CO)
purchase in September 2004 of $857,000.
On January 9, 2004, the Board of Directors granted common stock options to
the officers of the Company and 3 senior managers to purchase a total of
750,000 shares of treasury stock at $.50 per share to expire
December 31, 2005. As of February 29, 2004, none of the shares have been
subscribed to by the officers or senior management. The options' exercise
price was equal to or greater than the common stock market price at the date
of grant.
During fiscal 2004, the Company purchased 29,875 shares of common stock from
non-affiliated stockholders for $.50 per share, a total purchase price of
$14,938.
During the first quarter of fiscal 2005, the Company purchased 1,460 shares
of common stock from non-affiliated stockholders for $.51 per share, a total
purchase price of $750. In addition the Company issued 25,000 shares of
common stock (total price of $12,500) to a key manager as part of the stock
options issued on January 8, 2004.
The following is a summary of working capital and current ratio for the
periods presented:
February 28, 2005 November 30, 2004
----------------- -----------------
Working Capital $849,000 $3,663,000
Current Ratio 1.09 to 1 1.81 to 1
The Company's working capital decreased by $2,814,000 during the three months
ended February 28, 2005 as compared to November 30, 2004 primarily as a result
of the increase in net borrowings to bank of $1,725,000, the increase in the
construction loan of $1,903,000 and the increase in accounts payable of
$2,508,000 offset in part by the decrease in accrued expenses of $840,000 and
the increase in inventories of $2,053,000.
As of February 28, 2005, the Company and its subsidiary have an available
line-of-credit of $5,750,000 of which $2,308,000 is unused. On June 30, 2004,
the Company executed a new loan agreement under primarily the same terms and
conditions which extended the borrowing commitment to July 1, 2006. The new
agreement included a provision for a term commitment on the new building, not
to exceed $2,800,000. On September 3, 2004, the Company executed a new credit
agreement with Wells Fargo Bank which specifically delineated terms and
conditions of construction and permanent financing on the new facility.
The Company anticipates closing the permanent loan on or before May 1, 2005.
The line-of-credit agreement limits the payment of dividends by CPS
Distributors, inc. and its subsidiaries ("CPS") to HIA, Inc. CPS is the
wholly-owned subsidiary of HIA, Inc. The line-of-credit agreement also
limits the payment of any expenses of HIA, Inc. by CPS in excess of $50,000
during any twelve-month period. This restriction does not have a significant
impact on HIA, Inc.'s ability to meet its cash needs as its cash needs are
minimal.
Management believes that the present working capital is adequate to conduct
its present operations. On April 13, 2004 the Company entered into a contract
with a construction management company to design and build its new corporate
and warehouse facility. The new structure is built on 8.27 acres of land
located in the north-central part of metropolitan Denver. The facility
consists of 45,000 square feet of offices and warehouse space. The estimated
cost, including land is approximately $4,200,000 (including interest and
financing costs). The Company has secured financing on the proposed building
and site through Wells Fargo Bank based upon a completed appraisal of
$3,800,000. The terms of the permanent loan will be: maximum 80% loan to
value, 15 year fixed principal-plus-interest amortization and a 6.6% interest
rate for the life of the loan. The down payment and construction loan is
carried by Wells Fargo at prime interest rate less 1/2%.
The company purchased the land on September 3, 2004 for $855,000 plus
financing and closing costs of approximately $24,000. Of the total purchase
price, approximately $817,000 was drawn from the existing line-of-credit with
Wells Fargo Bank and the balance was applied to the construction loan.
The Company cancelled its lease on the Forest Street facility effective
February 28, 2005. The Company began moving into the new facility beginning
February 2, 2005. It is not expected that the additional monthly loan
payments for the facility ($17,000 principal plus interest on the remaining
loan balance; $17,000 the first month for interest; less the $12,000 currently
paid on leased property on Forest Street, Denver) will have a material
negative effect on the ability of the Company to meet its normal working
capital needs. The Company has closed two of its branch operations, which
were located within close proximity to the new facility saving the company
approximately $20,000 monthly in overhead costs.
Income Taxes
- ------------
As of February 28, 2005, the Company has recorded a current net deferred tax
asset totaling $178,000 and has recorded a noncurrent net deferred tax asset
totaling $367,000. Based upon the Company's recent history of taxable income
and its projections for future earnings, management believes that it is more
likely than not that sufficient taxable income will be generated in the near
term to utilize the net deferred tax assets.
Results of Operations
- ---------------------
Three Months Ended February 28, 2005 Compared to Three Months Ended
February 29, 2004.
Net sales increased $1,550,000 for the three months ended February 28, 2005
as compared to February 29, 2004. This was primarily due to the increased
sales to customers based on existing dating incentive programs and a couple
of unusually large commercial jobs shipped in the 1st fiscal quarter of 2005.
Cost of Sales increased by $1,272,000 for the three months ended
February 28, 2005 as compared to February 29, 2004. This was in relationship
to the increase in sales.
Gross profit for the three months ended February 28, 2005 as compared to
February 29, 2004 increased by $278,000. However, gross profit as a
percentage of sales for the three months ended February 28, 2005 was 30.20% as
compared to 35.50% during the three months ended February 29, 2004 (a decrease
of 5.30%). This was primarily due to the increased sales during the 1st
fiscal quarter of 2005 (as described above) which were sold to customers at
significantly reduced margins.
Selling, general and administrative expenses increased by $283,000 during the
three months ended February 28, 2005 as compared to the three months ended
February 29, 2004 primarily due to the increase of payroll and commission
expenses for the 1st fiscal quarter of 2005 as compared to the same quarter of
fiscal 2004.
Other expenses decreased $6,000 during the three months ended
February 28, 2005 as compared to the three months ended February 29, 2004.
Net loss decreased $17,000 during the three months ended February 28, 2005 as
compared to the three months ended February 29, 2004 primarily due to the
increase in gross profit of $278,000 and the increase in the income tax
benefit of $16,000 (derived from the tax rate applied to the operating loss)
offset by the increase in selling, general and administrative of $283,000.
The operating results for the 3 months ended February 28, 2005 as compared to
the 3 months ended February 29, 2004 were substantially similar in almost all
regards with the exception of the decrease of gross profit of 5.3%. The
current market conditions under which the company operates has remained
substantially unchanged and water restrictions are expected to continue in
2005 similar to conditions experienced in 2004.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk through interest rates related to its
investment of current cash and cash equivalents. These funds are generally
highly liquid with short-term maturities, and the related market risk is not
considered material. The Company's note payable to bank has a variable
interest rate equal to Wells Fargo's existing bank prime rate (5% as of
February 28, 2005). A 10% increase in short-term interest rates on the note
payable to bank of $3,442,000 would increase the Company's yearly interest
expense by approximately $17,000, assuming borrowed amounts remain outstanding
at current levels. The Company's management believes that fluctuation in
interest rates in the near term will not materially affect the Company's
consolidated operating results, financial position or cash flow.
Item 4. Controls and Procedures
The Company maintains a set of disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the reports
filed by the Company under the Securities Exchange Act of 1934, as amended is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. As of the end of the quarterly period covered
by this report, the Company carried out an evaluation, under the supervision
of the President and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Rule 13a-14 of the Exchange Act. Based on that evaluation, the President and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective.
There have been no significant changes in the Company's internal controls or
other factors that could significantly affect those controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Part II
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities and Use of Proceeds
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
a.) The following documents are filed as exhibits to this Form 10Q:
Exhibit (32) Section 1350 Certification
Exhibit (31) Rule 13a-14(a)/15d-14(a) Certification
b.) Reports of Form 8-K
NONE
Exhibit 32
Certification Pursuant to Section 1350 of Chapter 63
Of Title 18 of the United States Code
I, Alan C. Bergold the President and Chief Financial Officer of HIA, Inc.,
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 that: (i) the report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and (ii) the information contained in the report fairly presents, in all
material respects, the financial condition and results of operations of HIA,
Inc.
__________/s/______________________
President & Chief Financial Officer
_____________________________________________________________________________
Exhibit 31
CERTIFICATION
I, Alan C. Bergold certify that:
1. I have reviewed this report on Form 10-Q of HIA, 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(s) 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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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 is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant'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
(d) 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(s) 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: __April 13, 2005__ ________/s/__________________
Alan C. Bergold, President
and Treasurer and Director
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 hereunto duly authorized.
HIA, INC.
Date:_____April 13, 2005___________ _____/s/______________
Alan C. Bergold
President &
Chief Financial Officer