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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

Commission File Number 333-49389

Cooperative Computing, Inc.

(Exact name of Registrant as specified in its charter)

(512) 328-2300

(Registrant’s telephone number, including area code)

Indicate by check 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:

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COOPERATIVE COMPUTING, INC.

INDEX

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FORWARD-LOOKING STATEMENTS

INFORMATION SET FORTH IN THIS QUARTERLY REPORT ON FORM 10-Q REGARDING EXPECTED OR POSSIBLE FUTURE EVENTS, INCLUDING STATEMENTS OF THE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE GROWTH, OPERATIONS, PRODUCTS AND SERVICES AND STATEMENTS RELATING TO FUTURE ECONOMIC PERFORMANCE, IS FORWARD-LOOKING AND SUBJECT TO RISKS AND UNCERTAINTIES. FOR THOSE STATEMENTS, THE COMPANY CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS PROVIDED FOR BY SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON ESTIMATES AND ASSUMPTIONS MADE BY MANAGEMENT OF THE COMPANY, WHICH, ALTHOUGH BELIEVED TO BE REASONABLE, ARE INHERENTLY UNCERTAIN. THEREFORE, UNDUE RELIANCE SHOULD NOT BE PLACED UPON SUCH ESTIMATES AND STATEMENTS. NO ASSURANCE CAN BE GIVEN THAT ANY OF SUCH ESTIMATES OR STATEMENTS WILL BE REALIZED, AND IT IS LIKELY THAT ACTUAL RESULTS WILL DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE THE FOLLOWING: (1) INCREASED COMPETITION; (2) RAPID TECHNOLOGICAL CHANGE; (3) INCREASED COSTS; (4) RISKS ASSOCIATED WITH THE INTRODUCTION OF NEW PRODUCTS AND PRODUCT UPGRADES AND DEPENDENCE ON PROPRIETARY TECHNOLOGY; (5) THE LOSS OR RETIREMENT OF KEY MEMBERS OF MANAGEMENT; (6) THE INABILITY OF THE COMPANY TO SUCCESSFULLY INTEGRATE BUSINESSES ACQUIRED IN THE FUTURE AND TO REALIZE ANTICIPATED REVENUE AND COST SAVINGS OPPORTUNITIES; (7) INCREASES IN THE COMPANY’S COST OF BORROWINGS OR UNAVAILABILITY OF ADDITIONAL DEBT OR EQUITY CAPITAL; AND (8) CHANGES IN GENERAL ECONOMIC CONDITIONS IN THE MARKETS IN WHICH THE COMPANY MAY, FROM TIME TO TIME, COMPETE. MANY OF SUCH FACTORS WILL BE BEYOND THE CONTROL OF THE COMPANY AND ITS MANAGEMENT. IN ADDITION, OTHER FACTORS THAT COULD AFFECT THE FUTURE RESULTS OF THE COMPANY AND COULD CAUSE THOSE RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING STATEMENTS ARE DISCUSSED AT GREATER LENGTH UNDER “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” AND APPEAR ELSEWHERE IN THIS QUARTERLY REPORT. THESE RISKS, UNCERTAINTIES AND OTHER FACTORS SHOULD NOT BE CONSTRUED AS EXHAUSTIVE, AND THE COMPANY DOES NOT UNDERTAKE, AND SPECIFICALLY DISCLAIMS ANY OBLIGATION TO UPDATE, ANY FORWARD-LOOKING STATEMENTS TO REFLECT OCCURRENCES OR UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS.

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PART 1. FINANCIAL INFORMATION

The consolidated financial statements filed on Form 10-K and 10-Q prior to September 30, 2002 included the accounts of Cooperative Computing Holding Company, Inc. (“Holding”) and its wholly owned subsidiary Cooperative Computing, Inc. (“CCITRIAD” or the “Company”). Holding has no assets or liabilities other than (1) its wholly owned subsidiary CCITRIAD and (2) its Redeemable Class A Common Stock, the net proceeds of which were contributed in full to CCITRIAD. The difference between the financial statements of Holding and those of CCITRIAD relate solely to the Class A Common Stock. The Class A Common Stock is an obligation of Holding and not of the registrant and the registrant does not guarantee the Class A Common Stock. Prior years’ financial presentation resulted in the inclusion of the accretion of Holding’s Redeemable Common Stock of $4.0 million for the three months ended December 31, 2001, as well as its net loss to shareholders of $2.7 million. Additionally, Holding’s balances for the Redeemable Class A Common Stock of $55.1 million as of December 31, 2001, and for stockholders’ deficit of $78.2 million as of December 31, 2001 were depicted. The cash flow for both companies was identical in each year presented. CCITRIAD, as the registrant, is presented in the following unaudited interim financial statements.

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Item 1. Financial Statements.

COOPERATIVE COMPUTING, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

See accompanying notes

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COOPERATIVE COMPUTING, INC. 

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands)

See accompanying notes

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COOPERATIVE COMPUTING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

See accompanying notes

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COOPERATIVE COMPUTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2002

(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of CCITRIAD have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2002 may not be indicative of the results for the full fiscal year ending September 30, 2003.

Certain amounts in the three months ended December 31, 2001 have been reclassified to conform to the presentation for the three months ended December 31, 2002.

2. LEASE RECEIVABLES

Activity in the following servicing and recourse obligation liability accounts (recorded in other liabilities in the Company’s balance sheet) was as follows (in thousands):

3. INCOME TAXES

The Company recorded income tax expense for the three months ended December 31, 2002 at an effective rate of 39.3%, which is based on the Company’s anticipated results for the full fiscal year. The Company’s income tax expense differs from the amount computed by applying the statutory rate to income before income taxes due to the impact of permanent differences, such as meals and entertainment expense, and amortization of certain acquired intangibles.

4. COMMON STOCK OPTION PLAN

During the quarter ended December 31, 2002, Holding, the Company’s parent company, approved the grant of 250,000 options to the employees of the company at an exercise price equal to the then estimated fair market value of $2.50 per share under the Cooperative Computing Holding Company, Inc. 2000 Stock Option Plan.

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5. DEBT

On December 3, 2002, the Company replaced the Restated Senior Credit Facilities with a new three year credit agreement comprised of a $35.0 million term loan facility and a $17.5 million revolving credit facility. The term loan facility is payable in quarterly installments from March 31, 2003 through December 31, 2005 and bears interest at CCITRIAD’s option either at (i) a margin of 3.5% applied to the greatest of (a) the Prime Rate, (b) the Base CD Rate plus 1% and (c) the Federal Funds Effective Rate plus 0.5% or (ii) a margin of 4.5% applied to the Eurodollar Base Rate divided by the product of one minus the Eurocurrency Reserve Requirements. In March, June and September 2003 each quarterly installment is $2.0 million. The revolving credit facility provides for maximum borrowings of $17.5 million (including letters of credit up to a maximum of $10.0 million) and matures in December 2005. The new credit agreement includes restrictions on certain activities and financial covenant tests.

6. RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. The statement is effective for financial statements for fiscal years beginning after June 15, 2002. The new statement establishes accounting standards for recognition of a liability for an asset retirement obligation and the associated asset retirement cost. The Company has no asset retirement obligations, therefore there was no impact from the adoption of this statement as of October 1, 2002.

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”). The statement broadens the presentation of discontinued operations to include more disposal transactions, and establishes a single accounting model for long-lived assets to be disposed of by sale. SFAS 144 is effective for financial statements for fiscal years beginning after December 15, 2001. There was no material impact from the adoption of this statement as of October 1, 2002.

In June 2002, the FASB issued SFAS No. 145, Recission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (“SFAS 145”). The new statement requires sale-leaseback accounting for those lease modifications that have economic effects similar to sale-leaseback transactions. It also provides new guidance for debt extinguishment transactions that are part of an entity’s recurring operations. SFAS 145 is effective for fiscal years beginning after May 15, 2002. There was no material impact from the adoption of this statement as of October 1, 2002.

In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities, effective for exit or disposal activities initiated after December 31, 2002. The statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company does not anticipate any material impact from this statement on its financial position or results of operations.

In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based Compensation – Transition and Disclosure, effective for fiscal years ending after December 15, 2002. This statement amends SFAS 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. The statement also requires prominent disclosures about the method of accounting for stock-based employee compensation and its effect on reported results. The Company does not anticipate any material impact from this statement on its financial position or results of operations.

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7. SEGMENT REPORTING

The Company’s business operations are organized into two divisions, the automotive division and the hardlines and lumber division, as shown below. Additionally, a breakdown by geographic area of total revenues and total assets is disclosed. The Americas geographic area covers the United States and Canada. The Europe geographic area covers the United Kingdom, Ireland and France.

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

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the unaudited historical consolidated financial statements and notes thereto, which are included elsewhere herein.

General

CCITRIAD is a leading designer and provider of management information systems and services for the automotive parts aftermarket and the hardlines and lumber industry. The automotive parts aftermarket consists of the production, sale and installation of both new and remanufactured parts used in the maintenance and repair of automobiles and light trucks. The hardlines and lumber industry consists of the sale of products and services for residential and commercial building construction, maintenance and repair, lawn and garden, and agribusiness.

The Company’s products are designed to improve the operating efficiency and profitability of distributors and retailers through enhanced information, control and inventory management. The Company’s products enable users to conduct computerized identification, location and selection of parts, to manage inventory and to obtain sales history and point-of-sale information. The system offerings are enhanced by extensive information services featuring specialized database products and by customer support and maintenance services. Interconnectivity throughout the distribution channel is provided by the Company’s network of electronically linked customers, which adds to the efficiency and functionality of the Company’s products and enhances customer profitability.

The Company is a leading provider of industry-specific management information solutions to every level of the wholesale distribution channel in the automotive parts aftermarket, which includes manufacturers, warehouse distributors, parts sales outlets and service dealers. By servicing all of these levels, the Company has acquired substantial industry knowledge to improve and support the information products and services that are made available to its customers. For the hardlines and lumber industry, the Company provides point of sale movement information services to manufacturers.

Historical Results of Operations

Three Months Ended December 31, 2002 Compared to Three Months ended December 31, 2001

Revenues for the three months ended December 31, 2002 were $57.6 million, an increase of $3.0 million, or 6%, from the $54.6 million recorded in the prior year’s period. Automotive division revenues for the first quarter were $29.8 million, a decrease of $0.5 million, or 2%, as compared to the quarter ended December 31, 2001. The hardlines and lumber division’s revenues were $27.8 million for the three months ended December 31, 2002, an increase of $3.5 million, or 15%.

Systems revenues for the three months ended December 31, 2002 were $17.7 million, compared to $14.6 million for the three months ended December 31, 2001, an increase of $3.1 million, or 21%. Systems revenues for the automotive division for the three months ended December 31, 2002 decreased $0.4 million to $5.0 million, as compared to last year, a decrease of 7%. The revenue decrease was primarily due to a higher number of customers upgrading their store systems in the previous year. Systems revenues for the hardlines and lumber division for the three months ended December 31, 2002 increased $3.5 million to $12.7 million, an improvement of 38%, as compared to the three months ended December 31, 2001. The revenue increase was due to generally higher sales across the various hardlines and lumber system offerings.

Services and finance revenues were $39.9 million for the three months ended December 31, 2002, compared to $40.0 million for the three months ended December 31, 2001, a decrease of $0.1 million, or less than 1%. For the three months ended December 31, 2002, services and finance revenues for the automotive division decreased $0.1 million, or 1%, to $24.8 million, while the hardlines and lumber division’s revenues remained constant at $15.1 million, as compared to the three months ended December 31, 2001.

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Cost of revenue was $27.6 million for the three months ended December 31, 2002, compared to $28.4 million for the three months ended December 31, 2001, a decrease of $0.8 million, or 3%. For the three months ended December 31, 2002, cost of revenues for the automotive division decreased $2.0 million, or 13%, to $13.8 million. For the quarter ended December 31, 2002, cost of revenues for the hardlines and lumber division increased $1.2 million, or 9%, to $13.8 million as compared to the three months ended December 31, 2001.

Cost of systems revenues was $10.0 million for the three months ended December 31, 2002, compared to $9.1 million for the three months ended December 31, 2001, an increase of $0.9 million, or 10%. Cost of systems revenues for the automotive division for the three months ended December 31, 2002 decreased $0.5 million, or 13%, to $3.1 million compared to the three months ended December 31, 2001. The decrease in cost of systems revenues is primarily due to lower systems revenue. Cost of systems revenues as a percentage of systems revenues for the automotive division was 62% and 67% for the three months ended December 31, 2002 and 2001, respectively. The decreased cost percentage is primarily due to a different systems mix being sold in the quarter ended December 31, 2002. Cost of systems revenues for the hardlines and lumber division for the three months ended December 31, 2002 increased $1.4 million to $6.9 million compared to the three months ended December 31, 2001, an increase of 26%. The increase in cost of systems revenue is primarily due to the increase in systems sales. Cost of systems revenue as a percentage of systems for the hardlines and lumber division was 54% and 60% for the three months ended December 31, 2002 and 2001, respectively. The decreased cost percentage is primarily due to a different product mix sold in the quarter ended December 31, 2002.

Cost of revenues for services and finance was $17.6 million for the three months ended December 31, 2002, compared to $19.3 million for the three months ended December 31, 2001, a decrease of $1.7 million, or 9%. Cost of revenues for services and finance for the automotive division for the three months ended December 31, 2002 decreased $1.5 million to $10.6 million, or 13%, compared to the three months ended December 31, 2001. Cost of revenues for services and finance for the automotive division was down due to several factors, including lower bad debt expense, lower personnel costs, lower communications costs, and lower facilities costs. Cost of revenues for services and finance for the hardlines and lumber division for the three months ended December 31, 2002 decreased $0.2 million to $6.9 million, compared to the three months ended December 31, 2001. Cost of revenues of services and finance for the hardlines and lumber division decreased primarily due to lower communication and facility expenses. As a percentage of automotive services revenues, cost of revenues for services and finance for the automotive division was 43% and 49% for the three months ended December 31, 2002 and 2001, respectively. As a percentage of hardlines and lumber division services revenues, cost of revenues for services and finance for the hardlines and lumber division was 46% and 48% for the three months ended December 31, 2002 and 2001, respectively. The percentage fluctuations are primarily due to the factors mentioned above.

Sales and marketing expense for the three months ended December 31, 2002 decreased $1.7 million, or 19%, to $7.3 million, as compared to the three months ended December 31, 2001. Sales and marketing expense for the automotive division for the three months ended December 31, 2002 decreased $0.9 million to $3.2 million, as compared to the three months ended December 31, 2001. As a percentage of automotive revenue, sales and marketing expense for the automotive division was 11% and 14% for the three months ended December 31, 2002 and 2001, respectively. Sales and marketing expense for the hardlines and lumber division for the three months ended December 31, 2002 decreased $0.8 million to $4.1 million, as compared to the three months ended December 31, 2001. As a percentage of hardlines and lumber division revenue, sales and marketing expense for the hardlines and lumber division was 15% and 20% for the three months ended December 31, 2002 and 2001, respectively. The decreases in sales and marketing expense in the automotive and hardlines and lumber divisions were due to lower bad debt expense related to the outsourcing of lease originations and lower personnel costs related to a new account strategy.

Product development expenses for the three months ended December 31, 2002 increased $0.1 million, or 2%, to $3.7 million, as compared to the three months ended December 31, 2001. As a percentage of revenue, product development expense was 6% and 7% for the three months ended December 31, 2002 and December 31, 2001, respectively. Product development expenses for the automotive division for the three months ended December 31, 2002 remained constant at $2.7 million. As a percentage of automotive division revenue, product development expenses for the automotive division remained at 9% for the three months ended December 31, 2002 and 2001, respectively. Product development

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expenses for the hardlines and lumber division for the three months ended December 31, 2002 increased $0.1 million to $1.0 million for the three months ended December 31, 2002. As a percentage of hardlines and lumber division revenue, product development expense for the hardlines and lumber division remained constant at 4% for the three months ended December 31, 2002 and 2001.

General and administrative expense for the three months ended December 31, 2002 was $6.8 million, a decrease of $0.3 million, or 4%, as compared to the three months ended December 31, 2001. The decrease was primarily due to lower facility and communication expense. As a percentage of revenues, general and administrative expense was 12% and 13% for the three months ended December 31, 2002 and 2001, respectively.

Interest expense for the three months ended December 31, 2002 was $3.5 million compared to $4.1 million for the three months ended December 31, 2001, a decrease of $0.6 million, or 15%. Interest was down due to a combination of lower interest rates and a lower principal balance. See “Liquidity and Capital Resources.”

As a result of the above factors, the Company realized net income of $5.5 million for the three months ended December 31, 2002, compared to net income of $1.3 million for the three months ended December 31, 2001, an improvement of $4.2 million, or 313%.

Liquidity and Capital Resources

On December 3, 2002, the Company replaced the Restated Senior Credit Facilities with a new three year credit agreement comprised of a $35.0 million term loan facility and a $17.5 million revolving credit facility. The term loan facility is payable in quarterly installments from March 31, 2003 through December 31, 2005 and bears interest at CCITRIAD’s option either at (i) a margin of 3.5% applied to the greatest of (a) the Prime Rate, (b) the Base CD Rate plus 1% and (c) the Federal Funds Effective Rate plus 0.5% or (ii) a margin of 4.5% applied to the Eurodollar Base Rate divided by the product of one minus the Eurocurrency Reserve Requirements. In March, June and September 2003 each quarterly installment is $2.0 million. The revolving credit facility provides for maximum borrowings of $17.5 million (including letters of credit up to a maximum of $10.0 million) and matures in December 2005. The new credit agreement includes restrictions on certain activities and financial covenant tests.

As of December 31, 2002, the Company had $136.1 million in outstanding indebtedness, a decrease of $1.9 million from September 30, 2002. The Company’s outstanding indebtedness under its New Senior Credit Facility at December 31, 2002 included no borrowings on the Company’s $17.5 million senior secured revolving credit facility and $35.0 million of senior secured term loans. At December 31, 2002, a balance of $100.0 million on the Notes, due in 2008, bearing interest at 9% was outstanding. The remaining $1.1 million was related to lease financing and the debt matures in varying amounts over the next four years. A portion of the Company’s debt bears interest at floating rates; therefore, its financial condition is and will be affected by changes in prevailing rates.

The Company’s New Senior Credit Facility imposes certain restrictions on the Company, the most significant of which include limitations on additional indebtedness, liens, guarantees, payment or declaration of dividends, sale of assets, investments, capital expenditures, and transactions with affiliates. Under the Company’s New Senior Credit Facility, the Company is obligated to meet certain tests relating to certain financial amounts and ratios defined in the new credit agreement. At December 31, 2002, the Company was in compliance with these covenants.

In addition to servicing its debt obligations, the Company requires substantial liquidity for capital expenditures and working capital needs. At December 31, 2002, working capital was $(4.1) million compared to $(8.9) million at September 30, 2002. The increase in working capital principally relates to the increased system sales causing an increase in cash and accounts receivable. For the three months ended December 31, 2002, the Company’s capital expenditures were $3.7 million, which included $2.3 million for capitalized computer software and databases costs.

The Company believes that cash flows from operations, together with the amounts available under its New Senior

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Credit Facility, will be sufficient to fund its working capital and debt service requirements. The Company’s ability to meet its working capital and debt service requirements, however, is subject to future economic conditions and to financial, business and other factors, many of which are beyond the Company’s control. If the Company is not able to meet such requirements, it may be required to seek additional financing. There can be no assurance that the Company will be able to obtain financing from other sources on terms acceptable to the Company, if at all.

Contractual Obligations and Commercial Commitments

Due to the impact of the New Credit Facility on the Company’s contractual obligations, the contractual obligations table has been revised as of December 31, 2002. The following table summarizes the Company’s contractual obligations and payments due by fiscal period following December 31, 2002 (in thousands):

(1) Fiscal 2003 represents the nine months following December 31, 2002.

(2) These obligations will be funded by amounts received from lessees party to these lease agreements. Furthermore, the Company’s recourse obligation is limited to a percentage of the aggregate initial financing proceeds.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Reference is made to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002. There have been no material changes in the quarter ended December 31, 2002.

Item 4 Controls and Procedures.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Principal Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures within 90 days of the filing date of this quarterly report on Form 10-Q. Additionally, the internal controls were evaluated in conjunction with the year-end audit and no material weaknesses were identified. Based on those evaluations, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these internal controls subsequent to the date of their evaluation.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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The Company is a party to various legal proceedings and administrative actions, which arise in the ordinary course of business, except as noted below. In the opinion of the Company’s management, such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations, financial conditions or cash flows.

The Company is a defendant in a lawsuit that was filed by Preston Staats, a director of the Company, on December 9, 2002, in the United States District Court for the Western District of Texas, Austin Division. The suit alleges that Mr. Staats was constructively terminated by the Company in violation of the Age Discrimination in Employment Act and that such alleged termination constituted a breach of contract. The lawsuit seeks monetary damages in excess of $75,000 as well as attorney’s fees, court costs, and interest. The Company has filed appropriate responsive pleadings, including an Answer and a Motion to Partially Dismiss, and intends to defend itself vigorously.

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) Exhibits

99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Michael A. Aviles.

99.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Greg Petersen.

(b) Reports on Form 8-K

No reports on Form 8-K have been filed during the three months ended December 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, on the 12th day of February, 2003.

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CERTIFICATION

I, Michael A. Aviles, certify that:

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CERTIFICATION

I, Greg Petersen, certify that:

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