WHEELING ISLAND GAMING INC - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q
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(Mark One)

/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

FOR THE PERIOD ENDED June 30, 2002

OR

/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

COMMISSION FILE NUMBER: 333-81778

WHEELING ISLAND GAMING, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 16-1333214
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

1 SOUTH STONE STREET
WHEELING, WEST VIRGINIA
(Address of principal executive offices)
26003
(Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (304) 232-5050

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 / /

WHEELING ISLAND GAMING, INC.
INDEX

PAGE
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PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS:

Balance Sheets as of June 30, 2002 and December 31, 2001 1

Statements of Operations for the three months and six months
ended June 30, 2002 and July 1, 2001 2

Statements of Cash Flows for the six months ended
June 30, 2002 and July 1, 2001 3

Notes to Consolidated Financial Statements 4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 7

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 12

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12

SIGNATURE 13

Part I

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002 and July 1, 2001

WHEELING ISLAND GAMING, INC.
CONSOLIDATED BALANCE SHEETS
($000'S OMITTED, EXCEPT PER SHARE AMOUNTS)
- --------------------------------------------------------------------------------

1

WHEELING ISLAND GAMING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
($000'S OMITTED)
- --------------------------------------------------------------------------------

2

WHEELING ISLAND GAMING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
($000'S OMITTED)
- --------------------------------------------------------------------------------

3

WHEELING ISLAND GAMING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000'S OMITTED)
- --------------------------------------------------------------------------------

1. BUSINESS AND OWNERSHIP

The Company was formerly equally owned by Sportsystems Corporation
(Sportsystems) and WHX Entertainment Corp. (WHX). On December 19, 2001,
the Company redeemed all outstanding shares of its common stock held by
WHX (Stock Purchase Transaction). Thereafter, the Company became a wholly
owned subsidiary of Sportsystems. Sportsystems is a wholly owned
subsidiary of Delaware North Companies, Incorporated (DNC).

2. BASIS OF PRESENTATION

The consolidated interim financial statements are unaudited, and certain
information and footnote disclosure related thereto normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been omitted in
accordance with Rule 10-01 of Regulation S-X. In the opinion of
management, the accompanying unaudited consolidated financial statements
were prepared following the same policies and procedures used in the
preparation of the audited financial statements and reflect all
adjustments (consisting of normal recurring adjustments) necessary to
present fairly the financial position of Wheeling Island Gaming, Inc. and
its subsidiaries (the Company). The results of operations for the interim
periods are not necessarily indicative of the results for the entire
fiscal year. These consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and
related footnotes of the Company for the year ended December 31, 2001, as
included in the Company's registration statement on Form S-4.

The fiscal year of the Company begins on January 1 and ends on December
31. Fiscal quarters of the Company end on the Sunday nearest March 31,
June 30, and September 30, respectively. The three-month periods ended
June 30, 2002 and July 1, 2001 both consist of 91 days. The six-month
period ended June 30, 2002 consists of 181 days, while the six-month
period ended July 1, 2001 consists of 182 days.

3. NEW ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2002, the Company adopted the reporting requirements
of SFAS No. 141 (SFAS 141), "BUSINESS COMBINATIONS" and SFAS No. 142
(SFAS 142), "GOODWILL AND OTHER INTANGIBLE ASSETS", and, as required for
acquisitions after June 30, 2001, already applied its requirements to the
Company's redemption of all of the outstanding shares of its common stock
owned by WHX Entertainment Corp. on December 19, 2001. Previous to the
transaction the Company had insignificant balances related to goodwill
and other intangible assets.

In June 2001, the FASB issued SFAS No. 143 (SFAS 143), ACCOUNTING FOR
ASSET RETIREMENT OBLIGATIONS, which will be effective January 1, 2003.
This Statement addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets
and the associated asset retirement costs. This Statement requires that
the fair value of a liability or 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 associated asset retirement costs are
capitalized as a part of the carrying amount of the long-lived asset.
Implementation of SFAS 143 is not expected to

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have a material impact on the Company's financial position and results of
operations.

In October 2001, the FASB issued SFAS No. 144 (SFAS 144), ACCOUNTING FOR
THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. The changes in this
Statement improve financial reporting by requiring that one accounting
model be used for long-lived assets to be disposed of by sale, whether
previously held and used or newly acquired, and by broadening the
presentation of discontinued operations to include more disposal
transactions. The adoption of SFAS 144 did not have a material impact on
the Company's financial position and results of operations.

4. INCOME TAX EXPENSE (BENEFIT)

The provision for income taxes consists of the following:

The Internal Revenue Service has commenced a routine review of the
Company's federal income tax returns for 1999 and 2000. To date no
material adjustments have been proposed.

The Company is not subject to state income tax.

5. RELATED PARTY TRANSACTIONS

Through December 19, 2001, pursuant to service agreements between the
Company and Sportsystems and WHX that terminated upon consummation of the
Stock Purchase Transaction, Sportsystems and WHX provided various
administrative and management services for which they were compensated,
primarily in the form of a management incentive fee. The management
incentive fee was calculated based upon operating revenues for the
preceding year, and was not subject to a stated minimum or maximum
amount. Expenses totaling $6,495 and $12,990 pursuant to these agreements
are presented as management fees in the consolidated statements of income
for the three-month and six-month periods ended July 1, 2001,
respectively.

Effective December 20, 2001, the Company entered into an administrative
services agreement with Sportsystems and DNC. Pursuant to this agreement,
the Company pays an annual administrative services fee equal to the
greater of 1.5% of the preceding year's total operating revenues or
$1,200 for certain support services provided to the Company. During the
three-month and six-month periods ended June 30, 2002, the Company
recorded an administrative services fee of $313 and $626, respectively.
Prior to December 20, 2001, the Company paid administrative services fees
to WHX and Sportsystems pursuant to a prior agreement. For the
three-month and six-month periods ended July 1, 2001, these fees totaled
$155 and $310, respectively.

Through December 19, 2001, Sportsystems provided cash management services
whereby the Company invested its excess cash balances and earned interest
at Sportsystems' reinvestment rate. Subsequent to December 19, 2001, the
Company began investing its excess cash in a

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segregated account administered by DNC under its centralized cash
management program. At June 30, 2002 the Company had $2,930 invested in
this program. During the three-month periods ended June 30, 2002 and July
1, 2001, respectively, the Company recorded interest income of $60 and
$20. During the six month periods ended June 30, 2002 and July 1, 2001,
respectively, the Company recorded interest income of $80 and $31.

6. COMMITMENTS

The Company has begun a significant expansion project adjacent to, and
connected with, the existing gaming facility. The Wheeling Downs
expansion is expected to include a hotel, new gaming areas, a
multi-purpose showroom intended for use as an entertainment venue and
conference facility and dining facilities. The cost of completing the
Wheeling Downs expansion is expected to be approximately $65,000.
Construction work has commenced and during July 2002 the construction
management contract with the construction manager was executed.
Completion is anticipated in the third quarter of 2003. The project will
be financed with cash from operations and, to the extent required, the
Company's $40,000 secured Revolving Credit Facility (Revolver). At June
30, 2002, no amounts had been drawn on the Revolver.

7. BUSINESS SEGMENTS

Reportable operating segments are determined based on the Company's
management approach; the way that the chief operating decision-maker
organizes the segments for making operating decisions and assessing
performance. As management fees and general and administrative expenses
are not utilized by the chief operating decision-maker in assessing
segment performance, such expenses are excluded.

The Company operates through three business segments: gaming,
pari-mutuel, and food & beverage operations. All operations are conducted
from the same facility in Wheeling, West Virginia.

Revenues and income (loss) from operations for these segments are as
follows:

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Management fees and general and administrative expenses are considered
general corporate expenses.

Other selected financial information for these segments is as follows:

Part I

Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations.

GENERAL

We own and operate Wheeling Downs Racetrack and Gaming Center, a premier gaming
and entertainment complex located in Wheeling, West Virginia. Wheeling Downs
features 1,603 slot machines, a greyhound racetrack, pari-mutuel wagering on
live greyhound racing and simulcast greyhound, thoroughbred and harness racing
and various dining venues.

To accommodate growing demand we began developing the Wheeling Downs expansion
in October 2001. The Wheeling Downs expansion is a gaming and hotel expansion
that will be adjacent to and connected with our existing gaming facility. The
construction phase of the Wheeling Downs expansion has commenced and in July
2002 we executed a construction management agreement with our construction
manager, Louis P. Ciminelli Construction Company. Current plans for the Wheeling
Downs expansion include:

o 30,000 square feet of gaming area with 550 slot machines;

o a 150-room hotel;

o one fine dining restaurant, one casual dining restaurant, a food court
and bar and lounge areas;

o a 600-seat multi-purpose showroom; and

o 180 covered parking spaces plus additional outdoor parking spaces.

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We expect the cost of designing, developing, constructing and equipping the
Wheeling Downs expansion to be approximately $65.0 million including architect
fees. We expect to complete the expansion and open the new area for gaming in
the third quarter of 2003. During the three months and six months ended June 30,
2002, we incurred capital expenditures relating to the Wheeling Downs expansion
of $6.0 million and $8.6 million, respectively.

RESULTS OF OPERATIONS

The following table summarizes business segment revenue as a percentage of total
operating revenue for the three months and six months ended June 30, 2002 and
July 1, 2001.

THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JULY 1, 2001

Gaming revenues were $21.8 million for the three months ended June 30, 2002, an
increase of $5.6 million or 34.8%, from $16.2 million for the three months ended
July 1, 2001. The increase was due to an expansion of our gaming operations,
which increased the number of slot machines from 1,400 at July 1, 2001 to 1,603
at June 30, 2002. In addition, gaming revenues were impacted by a $1.6 million
increase in marketing and promotions expense associated with the expanded use of
promotional programs and increased spending on the Preferred Players Club. The
Preferred Players Club is a promotional tool used to develop customer loyalty by
providing customers with reward incentives for increased levels of play.

Gaming expenses were $8.9 million for the three months ended June 30, 2002, an
increase of $2.7 million or 42.7%, from $6.2 million for the same three months
last year. The increase was due to a $1.9 million increase in other gaming costs
and a $0.8 million increase in gaming purse expense. The $1.9 million increase
in other gaming costs was due to a $1.6 million increase in marketing and
promotions expense and a $0.2 million increase in payroll related gaming costs.
The increase in marketing and promotions expense was due to increased promotions
efforts including increased spending on merchandise and cash giveaways and
increased spending on the Preferred Players Club. The increased Preferred
Players Club spending resulted from increasing the rewards provided to the
players and an increase in the club membership from 74,609 at July 1, 2001 to
137,811 at June 30, 2002. The $0.2 million increase in gaming related payroll
costs was due to the increased number of slot machines and increased levels of
gaming play. The $0.8 million increase in gaming purse expense was directly
attributable to the $11.8 million increase in gross terminal income to $39.1
million for the three months ended June 30, 2002 from $27.3 million for the same
three months last year. Gaming purse expense as a percentage of gross terminal
income decreased from 13.5% to 11.4% as a result of new legislation which became
effective on July 1, 2001. Such legislation lowered the percentage of gross
terminal income (net of administrative fee) distributed to purses for all gross
terminal income amounts (net of administrative fee) above a predetermined level.
Without such legislation, gaming purse expense would have increased an
additional $0.8 million.

PARI-MUTUEL OPERATIONS

Pari-mutuel revenues for the three months ended June 30, 2002 were unchanged
from the three months ended July 1, 2001.

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Pari-mutuel expenses were $2.3 million for the three months ended June 30, 2002,
a decrease of $0.1 million or 5.3%, from $2.4 million for the three months ended
July 1, 2001. The decrease was due primarily to lower expenses associated with a
$0.3 million decrease in wagering handle on our live races.

FOOD AND BEVERAGE OPERATIONS

Food and beverage revenues for the three months ended June 30, 2002 were $1.4
million, an increase of $0.3 million or 27.2%, from $1.1 million for the same
three months last year. The increase in food and beverage revenues can be
attributed to a 29.6% increase in attendance during the three month period as
compared to last year.

Food and beverage expenses were $1.6 million for the three months ended June 30,
2002, an increase of $.6 million or 61.5%, from $1.0 million for the same three
months last year. Food and beverage expenses as a percentage of food and
beverage revenues was 110.5% for the three months ended June 30, 2002, which is
higher than the prior year percentage of 87.0%. Such increase was due to the
expanded use of food and beverage price discounts and complimentary drink
service as promotional tools, and a $0.2 million increase in payroll costs.

OTHER EXPENSES

In the prior year, management fees expense of $6.5 million was recorded for the
three months ended July 1, 2001, and no such expense was recorded for the three
months ended June 30, 2002. Prior to December 19, 2001 when the Company
purchased all of the outstanding shares owned by WHX Entertainment Corp., or the
stock purchase transaction, management fees were calculated and paid in
accordance with services agreements with the shareholders. Such agreements were
terminated upon completion of the stock purchase transaction, thereby
discontinuing this expense.

General and administrative, or G&A, expenses were $0.9 million for the three
months ended June 30, 2002, an increase of $0.2 million or 38.0%, from $0.7
million for the three months ended July 1, 2001. The increase in G&A expense was
due principally to $0.2 million increase in administrative services fees paid to
the shareholders.

Depreciation and amortization expenses were $1.8 million for the three months
ended June 30, 2002, an increase of $0.9 million from $0.9 million for the
same three months last year. The increase in depreciation and amortization
expenses was due to $0.8 million of amortization expense attributable to a
$15.0 million non-compete agreement with a prior shareholder. The $15.0
million non-compete agreement represents a portion of the total consideration
paid for the stock purchased from that shareholder in the stock purchase
transaction. The stock purchase transaction was completed on December 19,
2001.

Interest expense was $3.4 million for the three months ended June 30, 2002, an
increase of $3.2 million from $0.2 million for the three months ended July 1,
2001. The increase in interest expense is due primarily to $3.3 million of
interest expense and amortization of debt issuance costs associated with the
$125.0 million of unsecured senior notes, which were issued in December 2001.
This was offset partially by $0.2 million of interest expense recorded last year
relating to a $20.0 million revolving credit facility which was fully repaid
from the proceeds of the senior unsecured note offering.

Income tax expense for the three months ended June 30, 2002 was $2.3 million, an
increase of $1.7 million from $0.6 million for the same period last year. The
increase was directly attributable to the $5.0 million increase in income before
income tax to $6.8 million for the three months ended June 30, 2002 from $1.8
million for the three months ended July 1, 2001.

SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JULY 1, 2001

Gaming revenues were $42.0 million for the six months ended June 30, 2002, an
increase of $11.0 million or 35.4%, from $31.0 million for the six months ended
July 1, 2001. The increase was due to an expansion of our gaming operations,
which increased the number of slot machines from 1,400 at July 1,

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2001 to 1,603 at June 30, 2002. In addition, gaming revenues were impacted by a
$3.4 million increase in marketing and promotions expense associated with the
expanded use of promotional programs and increased spending on the Preferred
Players Club.

Gaming expenses were $17.1 million for the six months ended June 30, 2002, an
increase of $5.4 million or 46.7%, from $11.7 million for the same six months
last year. The increase was due to a $4.0 million increase in other gaming
costs and a $1.6 million increase in gaming purse expense. The $4.0 million
increase in other gaming costs was due to a $3.4 million increase in
marketing and promotions expense and a $0.3 million increase in gaming
related payroll costs. The increase in marketing and promotions expense was
due to increased promotions efforts including increased spending on
merchandise and cash giveaways and increased spending on the Preferred
Players Club. The increased Preferred Players Club spending resulted from
increasing the rewards provided to the players and an increase in the club
membership from 74,609 at July 1, 2001 to 137,811 at June 30, 2002. The $0.3
million increase in gaming related payroll costs was due to the increase in
the number of slot machines and increased levels of gaming play. The $1.6
million increase in gaming purse expense was directly attributable to the
$22.9 million increase in gross terminal income to $75.2 million for the six
months ended June 30, 2002 from $52.3 million for the same six months last
year. Gaming purse expense as a percentage of gross terminal income decreased
from 13.5% to 11.4% as a result of new legislation which became effective on
July 1, 2001. Such legislation lowered the percentage of gross terminal
income (net of administrative fee) distributed to purses for all gross
terminal income amounts (net of administrative fee) above a predetermined
level. Without such legislation, gaming purse expense would have increased an
additional $1.6 million.

PARI-MUTUEL OPERATIONS

Pari-mutuel revenues for the six months ended June 30, 2002 were $4.6 million, a
decrease of $0.2 million or 3.1%, from $4.8 million for the same six months last
year. The decrease in pari-mutuel revenues was due to a $1.3 million decrease in
wagering handle on our live races.

Pari-mutuel expenses were $4.5 million for the six months ended June 30, 2002, a
decrease of $0.2 million or 5.0%, from $4.7 million for the six months ended
July 1, 2001. The decrease was due primarily to lower expenses associated with
the $1.3 million decrease in wagering handle on our live races.

FOOD AND BEVERAGE OPERATIONS

Food and beverage revenues for the six months ended June 30, 2002 were $2.6
million, an increase of $0.4 million or 14.0%, from $2.2 million for the same
six months last year. The increase in food and beverage revenues can be
attributed to a 29.1% increase in attendance during the six month period as
compared to last year.

Food and beverage expenses were $2.9 million for the six months ended June
30, 2002, an increase of $1.0 million or 53.3%, from $1.9 million for the
same six months last year. Food and beverage expenses as a percentage of food
and beverage revenues was 112.0% for the six months ended June 30, 2002,
which is higher than the prior year percentage of 83.2%. Such increase was
due to the expanded use of food and beverage price discounts and
complimentary drink service as promotional tools, and a $0.4 million increase
in payroll costs.

OTHER EXPENSES

In the prior year, management fees expense of $13.0 million was recorded for the
six months ended July 1, 2001 and no such expense was recorded for the six
months ended June 30, 2002. Prior to the consummation of the stock purchase
transaction on December 19, 2001, management fees were calculated and paid in
accordance with services agreements with the shareholders. Such agreements were
terminated upon completion of the stock purchase transaction, thereby
discontinuing this expense.

G&A expenses were $1.9 million for the six months ended June 30, 2002, an
increase of $0.2 million or 11.2%, from $1.7 million for the six months ended
July 1, 2001.

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The increase in G&A expense was due to a $0.3 million increase in
administrative services fees paid to the shareholders and a $0.3 million
increase in payroll costs offset partially by $0.4 million of non-recurring
employment costs incurred last year.

Depreciation and amortization expenses were $3.7 million for the six months
ended June 30, 2002, an increase of $2.0 million, from $1.7 million for the
same six months last year. The increase in depreciation and amortization
expenses was due to $1.5 million of amortization expense attributable to a
$15.0 million non-compete agreement with a prior shareholder. The $15.0
million non-compete agreement represents a portion of the total consideration
paid for the stock purchased from that shareholder in the stock purchase
transaction. The stock purchase transaction was completed on December 19,
2001.

Interest expense was $6.8 million for the six months ended June 30, 2002, an
increase of $6.3 million from $0.5 million for the six months ended July 1,
2001. The increase in interest expense was due to $6.7 million of interest
expense and amortization of debt issuance costs associated with the $125.0
million of unsecured senior notes, which were issued in December 2001. This was
offset partially by $0.5 million of interest expense recorded last year relating
to a $20.0 million revolving credit facility which was fully repaid from the
proceeds of the senior unsecured note offering.

Income tax expense for the six months ended June 30, 2002 was $4.3 million, an
increase of $3.3 million from $1.0 million for the same period last year. The
increase was directly attributable to the $9.5 million increase in income before
income tax to $12.4 million for the six months ended June 30, 2002 from $2.9
million for the six months ended July 1, 2001.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2002 the company had cash and cash equivalents of $8.6 million
as compared to cash and cash equivalents of $9.9 million for the fiscal year
ended December 31, 2001. The company's source of liquidity for the six months
ended June 30, 2002 and for the same period in the prior fiscal year
consisted of cash provided by operating activities. Cash provided by
operating activities for the six months ended June 30, 2002 was $9.9 million,
a $6.4 million increase from $3.5 million for the same six months last year.
The increase was due primarily to a $6.3 million increase in net income, and a
$2.0 million increase in non-cash depreciation and amortization offset
partially by a $1.8 million increase in the change in working capital,
primarily accounts receivable, for the six months ended June 30, 2002 as
compared to the six months ended July 1, 2001.

Cash flows used for investing activities for the six months ended June 30, 2002
were $10.9 million, an increase of $9.5 million, from $1.4 million for the six
months ended July 1, 2001. The increase is due principally to $8.6 million of
capital expenditures relating to the Wheeling Downs expansion project and $1.2
million of capital expenditures for a new paddock facility.

We believe our future cash provided by operating activities as well as the
availability under our $40.0 million revolving credit facility will provide
sufficient funding for our future working capital needs and capital expenditures
including all capital expenditures relating to the Wheeling Downs expansion.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

To accommodate growing demand, we began developing the Wheeling Downs expansion.
The expansion is expected to include a hotel, new gaming areas, a conference
facility, dining facilities and a multi-purpose showroom intended for use as an
entertainment venue. The cost of completing the expansion is expected to be
approximately $65.0 million. The construction management agreement was executed
in July 2002. Completion is anticipated in the third quarter of 2003. The
project will be financed with cash flow from operations and, to the extent
required, the $40.0 million revolving credit facility.

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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

We are a party to a number of legal proceedings that have arisen in
the ordinary course of our business. We believe that the outcome of such
proceedings will not have a material adverse effect on our operating results
or financial condition. In a prior year, through our own internal security
investigation, we discovered isolated instances of violations by a few
of our employees of certain applicable regulations, which consisted of
telephonic pari-mutuel wagering. We investigated these violations, terminated
the employees and reported the violations to the appropriate authorities.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

99.1 CEO/CFO Certification

(b) Reports on Form 8-K

On June 12, 2002, Wheeling Island filed a report on Form 8-K,
attaching a press release dated June 5, 2002, relating to Wheeling's
earnings and the filing of its report on Form 10-Q, for the quarter
ended March 31, 2002.

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SIGNATURE

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.

WHEELING ISLAND GAMING, INC.
(Registrant)

By: /s/ Michael D. Corbin
--------------------------------------------
Michael D. Corbin
Vice President Finance
(Principal Financial and Accounting Officer)

Dated: August 8, 2002

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