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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 33-62526
COMMONWEALTH INCOME & GROWTH FUND IV
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-3080409
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
470 John Young Way Suite 300
Exton, PA 19341
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(Address, including zip code, of principal executive offices)
(610) 594-9600
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(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (i) 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, and (III) has been subject to such filing
requirements for the past 90 days:
YES [X] NO [ ]
Commonwealth Income & Growth Fund IV
Balance Sheets
September 30 December 31,
2002 2001
-----------------------------------
(unaudited)
Assets
Cash and cash equivalents $ 1,021,281 $ 1,000
Lease income receivable 1,200 -
Other receivables - affiliated companies 1,540 -
----------------------------------
1,024,021 1,000
----------------------------------
Computer equipment, at cost 805,266 -
Accumulated depreciation (11,707) -
----------------------------------
793,559 -
----------------------------------
Equipment acquisition costs and deferred expenses, net 31,587 -
Prepaid acquisition fees 40,439 -
----------------------------------
72,026 -
Total assets $ 1,889,606 $ 1,000
==================================
Liabilities and Partners' Capital
Liabilities
Accounts payable 38,353 -
Accounts payable - General Partner 154,283 -
Unearned lease income 12,473 -
----------------------------------
Total liabilities 205,109 -
----------------------------------
Partners' Capital
General partner 1,000 1,000
Limited partners 1,683,497 -
----------------------------------
Total partners' capital 1,684,497 1,000
----------------------------------
Total liabilities and partners' capital $ 1,889,606 $ 1,000
==================================
see accompanying notes to financial statements
Commonwealth Income & Growth Fund IV
Statement of Operations
For the Period of July 8, 2002
(Commencement of Operations)
through September 30, 2002 (1)
-------------------------------
(unaudited)
Income
Lease $ 17,647
Interest and other 1,797
-------------
Total income 19,444
-------------
Expenses
Operating, excluding depreciation 191,540
Organizational costs 22,492
Equipment management fee - General Partner 882
Depreciation 11,707
Amortization of equipment
acquisition costs and deferred expenses 624
-------------
Total expenses 227,245
-------------
Net (loss) $ (207,801)
=============
Net (loss) per equivalent limited
partnership unit $ (11.22)
=============
Weighted average number of equivalent limited
partnership units outstanding during the period 18,528
=============
(1) Although the Partnership was formed on May 15, 2001, the Fund did not
commence operations until July 8, 2002.
see accompanying notes to financial statements
Commonwealth Income & Growth Fund IV
Statements of Partners' Capital
For the Period of July 8, 2002
(Commencement of Operations)
through September 30, 2002 (1)
General Limited
Partner Partner General Limited
Units Units Partner Partner Total
----------------------------------------------------------------------------------------
Partners' capital - December 31, 2001 50 - $ 1,000 $ - $ 1,000
Contributions 107,497 2,145,177 2,145,177
Offering Costs (230,683) (230,683)
Net income (loss) 232 (208,033) (207,801)
Distributions (232) (22,964) (23,196)
----------------------------------------------------------------------------------------
Partners' capital - September 30, 2002 50 107,497 $ 1,000 $1,683,497 $1,684,497
========================================================================================
(1) Although the Partnership was formed on May 15, 2001, the Fund did not
commence operations until July 8, 2002.
see accompanying notes to financial statements
Commonwealth Income & Growth Fund IV
Statement of Cash Flow
For the Period of July 8, 2002
(Commencement of Operations)
through September 30, 2002 (1)
2002
----------------
Operating activities (unaudited)
Net (loss) $ (207,801)
Adjustments to reconcile net (loss) to net cash
used in operating activities
Depreciation and amortization 12,331
Changes in assets and liabilities
(Increase) in assets
Lease income receivable (1,200)
Other receivable, affiliated companies (1,540)
Increase in liabilities
Accounts payable 38,353
Accounts payable, General Partner 154,283
Unearned lease income 12,473
----------------
Net cash provided by operating activities 6,899
----------------
Investing activities:
Capital expenditures (805,266)
Prepaid acquisition fees (40,439)
Equipment acquisition fees paid to General Partner (32,211)
----------------
Net cash (used in) investing activities (877,916)
----------------
Financing activities:
Contributions 2,142,090
Offering costs (227,596)
Distributions to partners (23,196)
----------------
Net cash provided by financing activities 1,891,298
----------------
Net increase in cash and equivalents 1,020,281
Cash and cash equivalents, beginning of period 1,000
----------------
Cash and cash equivalents, end of period 1,021,281
================
(1) Although the Partnership was formed on May 15, 2001, the Fund did not
commence operations until July 8, 2002.
see accompanying notes to financial statements
NOTES TO FINANCIAL STATEMENTS
1. Business Commonwealth Income & Growth Fund IV (the "Partnership") is a
limited partnership organized in the Commonwealth of
Pennsylvania on May 15, 2001. The Partnership is offering for
sale up to 750,000 units of the limited partnership at the
purchase price of $20 per unit (the "Offering"). The
Partnership reached the minimum amount in escrow and
commenced operations on July 8, 2002. As of September 30,
2002, the Partnership has received $2,145,177 in
contributions from limited partners, amounting to 107,497
units. As of September 30, 2002, there was $361,000 in
contributions from limited partners, amounting to 18,050
units, which remained in our escrow account. This amount was
withdrawn from the escrow agent and admitted on October 4,
2002.
The Partnership uses the proceeds of the Offering to acquire,
own and lease various types of computer peripheral equipment
and other similar capital equipment, which will be leased
primarily to U.S. corporations and institutions. Commonwealth
Capital Corp, on behalf of the Partnership and other
affiliated partnerships, will acquire computer equipment
subject to associated debt obligations and lease agreements
and allocate a participation in the cost, debt and lease
revenue to the various partnerships based on certain risk
factors.
The Partnership's General Partner is Commonwealth Income &
Growth Fund, Inc. (the "General Partner"), a Pennsylvania
corporation which is an indirect wholly owned subsidiary of
Commonwealth Capital Corp. Commonwealth Capital Corp. is a
member of the Investment Program Association (IPA), Financial
Planning Association (FPA), and the Equipment Leasing
Association (ELA). Approximately ten years after the
commencement of operations, the Partnership intends to sell
or otherwise dispose of all of its computer equipment, make
final distributions to partners, and to dissolve. Unless
sooner terminated, the Partnership will continue until
December 31, 2012.
2. Summary of Basis of Presentation
Significant
Accounting The financial information presented has been prepared from
Policies the books and records without audit and does not include all
disclosures required by generally accepted accounting
principles. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, necessary
for a fair presentation of the financial information for the
periods indicated have been included. Operating results for
the period of July 8, 2002 (Commencement of Operations)
through September 30, 2002 are not necessarily indicative of
financial results that may be expected for the full year
ended December 31, 2002.
Revenue Recognition
Through September 30, 2002, the Partnership has only entered
into operating leases. Lease revenue is recognized on a
monthly basis in accordance with the terms of the operating
lease agreements.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
Long-Lived Assets
The Partnership evaluates its long-lived assets when events
or circumstances indicate that the value of the asset may not
be recoverable. The Partnership determines whether an
impairment exists by estimating the undiscounted cash flows
to be generated by each asset. If the estimated undiscounted
cash flows are less than the carrying value of the asset then
an impairment exists. The amount of the impairment is
determined based on the difference between the carrying value
and the fair value. The fair value is determined based on
estimated discounted cash flows to be generated by the asset.
As of September 30, 2002, there is no impairment.
Depreciation on computer equipment for financial statement
purposes is based on the straight-line method over estimated
useful lives of four years.
Intangible Assets
Equipment acquisition costs and deferred expenses are
amortized on a straight-line basis over two- to-four year
lives. Unamortized acquisition fees and deferred expenses are
charged to amortization expense when the associated leased
equipment is sold.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less to be cash equivalents. At
September 30, 2002, cash equivalents were invested in a money
market fund investing directly in Treasury obligations.
Income Taxes
The Partnership is not subject to federal income taxes;
instead, any taxable income (loss) is passed through to the
partners and included on their respective income tax returns.
Taxable income differs from financial statement net income as
a result of reporting certain income and expense items for
tax purposes in periods other than those used for financial
statement purposes, principally relating to depreciation,
amortization, and lease income.
Offering Costs
Offering costs are payments for selling commissions, dealer
manager fees, professional fees and other offering expenses
relating to the syndication. Selling commissions are 8% of
the partners' contributed capital and dealer manager fees are
1% of the partners' contributed capital. These costs have
been deducted from partnership capital in the accompanying
financial statements.
Net Income (Loss) Per Equivalent Limited Partnership Unit
The net income (loss) per equivalent limited partnership unit
is computed based upon net income (loss) allocated to the
limited partners and the weighted average number of
equivalent units outstanding during the period.
Reimbursable Expenses
Reimbursable expenses, which are charged to the Partnership
by CCC in connection with the administration and operation of
the Partnership, are allocated to the Partnership based upon
several factors including, but not limited to, the number of
investors, compliance issues, and the number of existing
leases.
3. Computer The Partnership is the lessor of equipment under operating
Equipment leases with periods ranging from 16 to 36 months. In general,
the lessee pays associated costs such as repairs and
maintenance, insurance and property taxes.
As of September 30, 2002, the Partnership does not
participate in any shared equipment, debt obligations, or
lease agreements with other affiliated partnerships, but
anticipates doing so in the future.
The following is a schedule of future minimum rentals on
noncancellable operating leases at September 30, 2002:
Amount
-------------------------------------------------------------
Three Months ended December 31, 2002 $ 83,000
Year Ended December 31, 2003 333,000
Year Ended December 31, 2004 316,000
Year Ended December 31, 2005 190,000
-----------
$ 922,000
=============================================================
4. Reimbursable An understanding exists between CCC and the Partnership,
Expenses whereby CCC will not be reimbursed for the administration of
the Partnership for as long as the Partnership has not broken
escrow. If and when the Partnership reaches the minimum
amount to break escrow, the Partnership will reimburse CCC
for its share of the expenses to administer the Partnership
retroactively from the effective date through the date of the
first closing. The amount charged by CCC to the Partnership
for the administration and operation of the Partnership was
approximately $154,000 for the period of July 8, 2002
(Commencement of Operations) through September 30, 2002. This
amount includes approximately $103,000 that was incurred by
CCC on behalf of the Partnership through the date the
Partnership broke escrow, July 8, 2002
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60, which was released by the Securities and
Exchange Commission, requires all companies to include a discussion of critical
accounting policies or methods used in the preparation of financial statements.
Our significant accounting policies are described in Note 1 of the Notes to the
Financial Statements. The significant accounting policies that we believe are
the most critical to aid in fully understanding our reported financial results
include the following:
COMPUTER EQUIPMENT
Commonwealth Capital Corp, on behalf of the Partnership and other affiliated
partnerships, acquires computer equipment subject to associated debt obligations
and lease revenue and allocates a participation in the cost, debt and lease
revenue to the various partnerships based on certain risk factors.
The Partnership will acquire equipment with no associated debt obligations with
the original contributions. The Partnership plans on acquiring equipment leases
with associated debt obligations from the monthly rental payments associated
with the equipment acquired with its original capital contributions.
REVENUE RECOGNITION
Through September 30, 2002, the Partnership has only entered into operating
leases. Lease revenue is recognized on a monthly basis in accordance with the
terms of the operating lease agreements.
LONG-LIVED ASSETS
The Partnership evaluates its long-lived assets when events or circumstances
indicate that the value of the asset may not be recoverable. The Partnership
determines whether an impairment exists by estimating the undiscounted cash
flows to be generated by each asset. If the estimated undiscounted cash flows
are less than the carrying value of the asset then an impairment exists. The
amount of the impairment is determined based on the difference between the
carrying value and the fair value. Fair value is determined based on estimated
discounted cash flows to be generated by the asset. Depreciation on computer
equipment for financial statement purposes is based on the straight-line method
over estimated useful lives of four years.
Liquidity and Capital Resources
The Partnership's primary source of capital for the period of July 8, 2002
(Commencement of Operations) through September 30, 2002 was contributions of
approximately $2,145,177. The primary uses of cash for the nine months ended
September 30, 2002 were for capital expenditures of new equipment totaling
$805,000, offering costs of approximately $228,000 and payments of preferred
distributions to partners of approximately $23,000.
For the for the period of July 8, 2002 (Commencement of Operations) through
September 30, 2002, the Partnership generated cash flows from operating
activities of $7,000, which includes a net loss of $208,000, depreciation and
amortization expenses of $12,000, and a payable to the General Partner of
approximately $154,000.
Cash is invested in money market accounts that invest directly in treasury
obligations pending the Partnership's use of such funds to purchase additional
computer equipment, to pay Partnership expenses or to make distributions to the
Partners. At September 30, 2002, the Partnership had approximately $998,000
invested in these money market accounts.
The Partnership's investment strategy of acquiring computer equipment and
generally leasing it under "triple-net leases" to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses. As
of September 30, 2002, the Partnership had future minimum rentals on
non-cancelable operating leases of $83,000 for the balance of the year ending
December 31, 2002 and $839,000 thereafter. At September 30, 2002, there was no
outstanding debt. The Partnership's cash from operations is expected to continue
to be adequate to cover all operating expenses, liabilities, and preferred
distributions to Partners during the next 12-month period. If available Cash
Flow or Net Disposition Proceeds are insufficient to cover the Partnership
expenses and liabilities on a short and long term basis, the Partnership will
attempt to obtain additional funds by disposing of or refinancing Equipment, or
by borrowing within its permissible limits. The Partnership may, from time to
time, reduce the distributions to its Partners if it deems necessary. Since the
Partnership's leases are on a "triple-net" basis, no reserve for maintenance and
repairs are deemed necessary.
Results of Operations
Period of July 8, 2002 (Commencement of Operations) through September 30, 2002
------------------------------------------------------------------------------
For the period of July 8, 2002 (Commencement of Operations) through September
30, 2002, the Partnership recognized income of $19,000 and expenses of $227,000,
resulting in a net loss of $208,000.
Lease income was approximately $18,000 for the quarter and nine months ended
September 30, 2002. The Partnership entered into approximately 22 leases for the
period of July 8, 2002 (Commencement of Operations) through September 30, 2002
Operating expenses of $192,000, excluding depreciation, primarily consists of
the amount charged by Commonwealth Capital Corp, a related party, to the
Partnership for the administration and operation of approximately $154,000 for
the period of July 8, 2002 (Commencement of Operations) through September 30,
2002. This amount includes approximately $103,000 that was incurred by CCC on
behalf of the Partnership through the date the Partnership broke escrow, July 8,
2002.
Organizational costs were approximately $23,000 for the period of July 8, 2002
(Commencement of Operations) through September 30, 2002. According to the
American Institute of Certified Public Accountants, Statement of Position (SOP)
98-05, costs relating to start-up activities and organization costs (accounting,
legal, printing, etc.) are to be expensed as incurred. Previously, these costs
were amortized over five years.
The equipment management fee is approximately 5% of the gross lease revenue
attributable to equipment that is subject to operating leases. The equipment
management fee is approximately $1,000 for the quarter and nine months ended
September 30, 2002.
Depreciation and amortization expenses consist of depreciation on computer
equipment and amortization of equipment acquisition fees. The expenses totaled
approximately $12,000 for the quarter ended September 30, 2002.
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS 146
On July 30, 2002, the FASB issued FASB Statement No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, which nullifies EITF Issues No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred an a Restructuring)"
and No. 88-10, Costs Associated with Lease Modification or Termination."
Statement 146 fundamentally changed how a company should account for future
"restructurings." The Partnership believes that the adoption of SFAS 146 will
not have an impact on its financial position and results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Inapplicable
Item 4. Controls and Procedures
The Chief Executive Officer and a Financial Officer of the Partnership have
conducted a review of the Partnership's disclosure controls and procedures as of
September 30, 2002.
The Partnership's disclosure controls and procedures include the Partnership's
controls and other procedures designed to ensure that information required to be
disclosed in this and other reports filed under the Securities Exchange Act of
1934, as amended (the " Exchange Act") is accumulated and communicated to the
Partnership's management, including its chief executive officer and a financial
officer, to allow timely decisions regarding required disclosure and to ensure
that such information is recorded, processed, summarized and reported with the
required time periods.
Based upon this review, the Partnership's Chief Executive Officer and a
Financial Officer have concluded that the Partnership's disclosure controls (as
defined in pursuant to Rule 13a-14 c promulgated under the Exchange Act) are
sufficiently effective to ensure that the information required to be disclosed
by the Partnership in the reports it files under the Exchange Act is recorded,
processed, summarized and reported with adequate timeliness.
Part II: OTHER INFORMATION
Commonwealth Income & Growth Fund IV
Item 1. Legal Proceedings.
Inapplicable
Item 2. Changes in Securities.
Inapplicable
Item 3. Defaults Upon Senior Securities.
Inapplicable
Item 4. Submission of Matters to a Vote of Securities Holders.
Inapplicable
Item 5. Other Information.
Inapplicable
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits:
99.1 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Commonwealth Income & Growth Fund IV,
(the "Company") on Form 10-Q for the period ending September 30, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, George S. Springsteen, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ George S. Springsteen
- -------------------------
George S. Springsteen
Chief Executive Officer
November 27, 2002
99.2 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Commonwealth Income & Growth Fund IV,
(the "Company") on Form 10-Q for the period ending September 30, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Kimberly A. Springsteen, Principal Financial Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Kimberly A. Springsteen
- ---------------------------
Kimberly A. Springsteen
Principal Financial Officer
November 27, 2002
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.
COMMONWEALTH INCOME & GROWTH
FUND IV
BY: COMMONWEALTH INCOME &
GROWTH FUND, INC. General Partner
November 27, 2002 By: /s/ George S. Springsteen
- ----------------- --------------------------
Date George S. Springsteen
President
Certifications
I, George Springsteen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Commonwealth Income &
Growth Fund IV, (the Registrant);
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 officers 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 the
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 the procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
the Registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or the operation of
internal controls which could adversely affect the Registrant's ability
to record, process, summarize and report financial data we have
identified for the Registrant's auditors any material weakness 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
6. The Registrant's other certifying officers 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.
/s/ George S. Springsteen
- -------------------------
George S. Springsteen
Chief Executive Officer
November 27, 2002
I, Kimberly A. Springsteen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Commonwealth Income &
Growth Fund IV, (the Registrant);
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 officers 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 the
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 the procedures based on
our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
the Registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or the operation of
internal controls which could adversely affect the Registrant's ability
to record, process, summarize and report financial data we have
identified for the Registrant's auditors any material weakness 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
6. The Registrant's other certifying officers 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.
/s/ Kimberly A. Springsteen
- ---------------------------
Kimberly A. Springsteen
Principal Financial Officer
November 27, 2002