Back to GetFilings.com

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the quarterly period ended March 31, 2003

For the transition period from       to      

Commission file Number: 0-30130

ATMI, Inc.

203-794-1100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes [X] No [  ]

The number of shares outstanding of the registrant’s common stock as of April 30, 2003 was 30,760,917.

Table of Contents

ATMI, INC.
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2003

TABLE OF CONTENTS

2

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

ATMI, Inc.

See accompanying notes.

3

Table of Contents

ATMI, Inc.

See accompanying notes.

4

Table of Contents

ATMI, Inc.

See accompanying notes.

5

Table of Contents

ATMI, Inc.

1. Basis of Presentation

     The accompanying unaudited consolidated interim financial statements of ATMI, Inc. (“ATMI” or the “Company”) have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the financial information and disclosures required by GAAP in the United States.

     In the opinion of the management of ATMI, the financial information contained herein has been prepared on the same basis as the audited consolidated financial statements contained in the Company’s Form 10-K, and includes adjustments (consisting of normal recurring adjustments) necessary to present fairly the unaudited quarterly results set forth herein. These unaudited consolidated interim financial statements should be read in conjunction with the December 31, 2002 audited consolidated financial statements and notes thereto included in the Company’s Form 10-K. The Company’s quarterly results have, in the past, been subject to fluctuation and, thus, the operating results for any quarter are not necessarily indicative of results for any future fiscal period.

     The consolidated Balance Sheet at December 31, 2002 has been derived from the audited financial statements at that date, but does not include all of the financial information and disclosures required by GAAP for complete financial statements.

     Certain prior year amounts have been reclassified to conform to the current year’s presentation.

2. Inventories

     Inventories are comprised of the following (in thousands):

Table of Contents

3. Goodwill and Other Intangibles

Intangibles consisted of the following (in thousands):

4. Guarantees

ATMI adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Indebtedness of Others” (“FIN 45”) during the fourth quarter of 2002. FIN 45 requires disclosures concerning ATMI’s obligations under certain guarantees. The adoption of this standard did not materially impact ATMI’s financial position or results of operations.

ATMI’s equipment products are generally sold with a 12-month warranty period. Parts and labor are covered under the terms of the warranty agreement. The warranty provision is based on historical experience by product type. Changes in the warranty reserves during the first fiscal quarter of 2003 were as follows (in thousands):

5. Stock-Based Compensation

The Company has five stock-based employee compensation plans, which are described more fully in ATMI’s December 31, 2002 Annual Report on Form 10-K. The Company accounts for these plans under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. No stock-based employee compensation cost is reflected in net loss, as all options granted under those plans had an exercise price equal to market value of the underlying common stock on the date of grant. The following table sets forth the effect on net loss and loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123,

7

Table of Contents

“Accounting For Stock-Based Compensation”, to stock-based employee compensation (in thousands, except per share data):

6. Other Comprehensive Loss

     The components of other comprehensive loss are as follows (in thousands):

7. Segment Data

     Segment information is included under the caption “Segment Data” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated herein by reference and is an integral part of these unaudited interim financial statements.

8

Table of Contents

8. Income Taxes

The former security holders of the ADCS Group have agreed to indemnify the Company against losses arising out of possible tax liabilities of ADCS. As security for these tax matters, the former security holders of ADCS have deposited 700,000 shares of the Company’s common stock, which they received in connection with the Company’s acquisition of ADCS, into escrow. While the possible exposures are difficult to quantify, the Company believes that, regardless of the probability that liabilities will arise, the potential exposures range from $0 to $22 million depending on the resolution of the tax matter. Although the former security holders of ADCS have agreed to indemnify the Company against losses arising out of such tax matters, any assessments, if ultimately determined against the Company, would result in a charge to the Company’s results of operations. During the second quarter of 1999, the Company was notified by the Internal Revenue Service of an assessment of $2.1 million for certain of these tax matters. The current value of the shares held in escrow provides indemnity towards the middle range of the potential exposure. In 2002, the Company defended its position in these tax matters in U.S. Tax Court and awaits a final ruling.

9. Restructuring Charges and Other Items

Effective January 1, 2003, the Company adopted the provisions of FASB Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, rather than on the date of commitment to an exit plan.

The operating results for the three months ended March 31, 2003 include a $1.2 million charge for costs associated with a restructuring initiative to close a service facility in Colorado Springs, Colorado due to significantly reduced demand subsequent to the shutdown of a large customer facility in the area. The charge relates primarily to asset write offs and lease exit costs.

During the first quarter of 2003, the Company sold certain previously written-down assets of its gallium arsenide epitaxial services business pursuant to an asset purchase agreement, and the lease of the related facility has been assumed by the buyer pursuant to a lease assignment agreement. As a result of the sale of these assets and the buyer’s assumption of the related facility lease, the Company recognized a $1.5 million gain during the quarter, of which $0.9 million is included in restructuring charges and other items, $0.4 million is included in cost of revenues and $0.2 million is included in selling, general and administrative.

Also during the first quarter of 2003, Dow Corning purchased the operations of Sterling Semiconductor (a sub-lease tenant and former joint development partner of the Company) from Uniroyal Technology Corporation. Prior to its sale, the financial condition of Sterling required that the impact of all commercial transactions with Sterling be fully reserved. As part of the sale, all of Sterling’s debts to ATMI were paid which resulted in the recognition of a $1.5 million gain in the quarter consisting of $0.7 million of expense reimbursements included in restructuring charges and other items and $0.8 million of royalty revenue, which is included in revenues.

9

Table of Contents

The following tables set forth the activity in the restructuring accruals, which are included in accrued liabilities, as of March 31, 2003 (in thousands):

The remaining balance of the first quarter 2001 restructuring accrual relates to a lease commitment that will be fully satisfied before the end of 2003.

10

Table of Contents

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

Overview

     ATMI is a leading supplier of materials, equipment and related services used worldwide in the manufacture of semiconductor devices. ATMI specifically targets the “front-end” semiconductor materials market. This market includes the processes used to convert a bare silicon wafer into a fully functional wafer that contains many copies of a semiconductor device or “chip”. ATMI’s customers include many of the leading semiconductor manufacturers in the world.

     ATMI has organized its operations along two business segments: Materials and Technologies. The Materials segment provides products that are used in the semiconductor manufacturing process and related packaging and delivery systems. The Technologies segment provides products and services that sense and environmentally control these materials while also providing specialized thin film deposition and outsourced parts cleaning and tool maintenance services to semiconductor device manufacturers. The Technologies segment also includes ATMI’s venture and government funded research and development activities.

     The semiconductor industry, in general, and the semiconductor equipment industry, in particular, have been highly cyclical and have experienced periods of overcapacity at various times, resulting in significantly reduced demand for semiconductor materials, capital equipment and wafer processing services. In the past two years, the semiconductor industry has experienced a severe downturn of unprecedented magnitude. According to industry research, wafer starts during the month of March 2003 had recovered to approximately 82% of peak November 2000 levels after having fallen to 70% of peak levels during 2001, while equipment orders during the month of March 2003 were approximately 40% of peak September 2000 levels. ATMI’s operating results have been impacted by the industry downturn, especially with regard to its product lines that track industry capital spending. Revenues in the Materials segment, which tends to track wafer starts, have increased 24.0% in the first quarter of 2003 compared to first quarter of 2002, while revenues in the Technologies segment have decreased 8.0% in the same period. Although the decline in wafer starts throughout the industry stopped late in 2001, there has only been modest incremental quarterly improvement in wafer starts since then. With regard to capital equipment spending, there remains substantial over-capacity on a global basis. Management believes that the likelihood of significant advanced technology capital equipment spending due to capacity expansion is low in the near term.

11

Table of Contents

Results of Operations

     The following table sets forth selected financial data as a percentage of total revenues for the periods indicated:

Segment Data

The Company has two reportable operating segments: Materials and Technologies. The reportable operating segments are each managed separately because they manufacture and distribute distinct products with different production processes. The Company evaluates performance and allocates resources based on operating profit or loss, excluding restructuring and other items, interest, other income or expense, and income taxes. Intercompany sales are not material between operating segments. The general corporate assets primarily include cash, cash equivalents, marketable securities, goodwill and other long-lived assets. Depreciation and amortization expense related to general corporate assets is allocated to the operating segments based on the relative proportion of segment revenues to total revenues.

12

Table of Contents

     The following tables provide reported results for each of these segments for the three-month periods ended March 31 (in thousands):

(1)

The entire 2003 restructuring charges and other items relate to the Technologies segment.

     The following table provides reported balance sheet data for each of the segments:

     The following table provides reported goodwill data for each of the segments:

Comparison of Three Months Ended March 31, 2003 and 2002

     Revenues. Total revenues increased 11.3% to approximately $53.8 million in the three months ended March 31, 2003 from approximately $48.4 million in the same period in 2002. The increase in revenues compared to the prior year quarter was primarily attributable to volume increases in the Materials segment as wafer starts were up compared to the prior year, despite weakness in the Technologies segment due to reduced capital spending throughout the semiconductor industry. Materials revenues increased 24.0% in the first quarter of 2003 compared to the first quarter 2002, driven primarily by stronger demand for SDS^® and high purity packaging products. Revenues in the Technologies segment decreased 8.0% in the first quarter of 2003 compared to the first quarter of 2002, as demand for equipment softened due to reduced

13

Table of Contents

capital spending throughout the industry. During the first quarter of 2003, $0.8 million of previously deferred royalty revenue was recognized in the Technologies segment due to the collection of all amounts due from Sterling Semiconductor.

     Gross Profit. Gross profit increased 15.3% to approximately $22.3 million in the first quarter of 2003 from approximately $19.3 million in the same quarter a year ago. Gross margin in the three-month period ended March 31, 2003 was 41.4% of revenues, compared to 40.0% in the same three-month period a year ago. Materials gross profit margins were 49.3% in the first quarter of 2003 compared with 50.5% for the same quarter of 2002. The depreciation on the new Post Mountain facility in Burnet, Texas and the operation of the current redundant facilities, while the Company transitions operations to Post Mountain, negatively impacted margins during the quarter. Technologies gross profit margins were 25.2% in the first quarter of 2003 compared with 23.9% in the first quarter of 2002. The recognition of $0.8 million of previously deferred royalty revenue and a $0.4 million benefit relating to the sale of the gallium arsenide epitaxial services business increased gross profit in the first quarter of 2003. Excluding the benefit related to these two items, gross profit for the Company increased 8.9% in the first quarter of 2003 compared to the same quarter a year ago. This increase was primarily attributable to the margins on the SDS^® and high purity packaging product lines sales volume increases. Excluding these two items, gross profit margin was 39.7% in the first quarter of 2003 compared to 40.0% in the first quarter of 2002. After excluding the aforementioned two items, the decrease in gross profit margin was due to the incremental overhead costs associated with the new Post Mountain facility.

     Research and Development Expenses. Research and development expenses increased 16.1% to approximately $8.1 million in the first quarter of 2003 from approximately $7.0 million in the same quarter of 2002. The increase was mainly attributable to increased research and development expenses in the Materials segment on chemical mechanical planarization (CMP) and advanced interconnect materials applications and in the Technologies segment on Emosyn’s recently introduced Platinum smartcard products. As a percentage of revenues, research and development expenses increased to 15.1% in the first quarter of 2003 from 14.5% in the same quarter of 2002.

     Selling, General and Administrative Expenses. Selling, general and administrative expenses increased 1.7% to $16.3 million in the first quarter of 2003, compared to $16.1 million in the same quarter a year ago. Although selling, general and administrative expenses were relatively flat in the first quarter of 2003 compared to the first quarter of 2002, increases in direct selling expenses were offset by reductions in general and administrative expenses. Selling, general and administrative expenses, as a percentage of revenues, decreased to 30.4% compared to 33.2% in the same three-month period a year ago.

     Restructuring Charges and Other Items. The first quarter of 2003 operating results include a $0.3 million net benefit related to restructuring charges and other items. During the first quarter of 2003, the Company closed a service facility in Colorado Springs, Colorado and recorded a $1.2 million charge primarily related to asset write-downs and lease exit costs. During the first quarter of 2003, the Company also recognized a $0.9 million gain on the sale of its gallium arsenide epitaxial services business and a $0.7 million gain from the collection of expense reimbursements from Sterling Semiconductor, a sub-lease tenant and former joint development partner.

14

Table of Contents

     Operating Loss. The Company incurred an operating loss of $1.8 million in the first quarter of 2003, compared to an operating loss of $3.7 million in the same quarter a year ago. Materials operating income increased 32.1% to $6.1 million for the first quarter of 2003 compared to $4.6 million in the same quarter a year ago, primarily due to increased sales volumes in the SDS^® and high purity packaging product lines. Technologies incurred an operating loss of $8.2 million for the first quarter of 2003 compared to an operating loss of $8.3 million for the same quarter a year ago. Excluding the $0.8 million of previously deferred revenue and the $0.4 million gain included in cost of revenues discussed above, which were both related to the Technologies segment, Technologies incurred an operating loss of $9.5 million, compared to an operating loss of $8.3 million in the first quarter of 2002. The increased loss is primarily attributable to reduction in demand for semiconductor equipment as capital spending in the industry has continued to decline and continued low levels of capacity utilization in our epitaxial services business.

     Interest and Other Income (Expense), Net. Interest and other income (expense) decreased to $0.7 million of expense in the first quarter of 2003 from an expense of $0.5 million in the same quarter a year ago. Interest income increased to $1.3 million in the first quarter of 2003 compared to $1.2 million in the first quarter of 2003. Interest expense decreased to $1.7 million in the first quarter of 2003 compared to $2.2 million in the first quarter of 2002 due primarily to the reduction in long-term debt balances when comparing the first quarter of 2003 to the same quarter of 2002. During the first quarter of 2003, the Company recognized $0.3 million of bond amortization expense related to certain debt obligations in its marketable securities portfolio. The first quarter of 2002 includes a $0.8 million gain from the sale of available-for-sale securities, offset by a write-down of $0.3 million for an other-than-temporary decline in fair value of other available-for-sale securities.

     Income Taxes. In the first quarter of 2003, the income tax benefit was $0.9 million, compared to an income tax benefit of $1.5 million for the same three-month period of 2002. The reduced tax benefit was primarily the result of reduced loss before income taxes in the first quarter of 2003 compared to the first quarter of 2002. The effective tax rate for the three months ended March 31, 2003 was 36.0%. The effective tax rate for the three months ended March 31, 2002 was 35.0%. The change in the effective tax rate is primarily the result of the effect of permanent tax benefits on operating losses. As of March 31, 2003, the Company has a net deferred tax asset on its balance sheet of $10.9 million, primarily due to temporary differences, tax credits and net operating loss carryforwards, which are anticipated to be used to offset future taxable income. The minimum amount of future taxable income that would have to be generated to realize the net deferred tax assets is approximately $30.3 million.

     Net Loss per Share. Net loss per share, assuming dilution, was $0.05 in the first quarter of 2003, compared to a net loss per share, assuming dilution, of $0.09 in the first quarter of 2002. Weighted average shares outstanding, assuming dilution, was approximately 30.0 million for the first quarter of 2003 compared to approximately 29.8 million in the same quarter of 2002. The difference in weighted average shares outstanding is primarily the result of the exercise of employee stock options and employee stock purchase plan shares.

Liquidity and Capital Resources

15

Table of Contents

     To date, the Company has financed its activities through cash from operations, the sale of equity, external research and development funding, and various lease and debt instruments. The Company’s working capital decreased to $223.1 million at March 31, 2003 from $223.5 million at December 31, 2002.

     Net cash used by operations was approximately $0.6 million for the three-month period ended March 31, 2003, compared to cash used by operations of approximately $3.2 million during the first three months of 2002. The reduction of net cash used by operations is primarily attributable to the reduced net loss in the first quarter of 2003 in comparison with the first quarter of 2002, and favorable changes in working capital in the first quarter of 2003 compared to the first quarter of 2002.

     Net cash used by investing activities was $3.9 million during the three months ended March 31, 2003, compared to net cash used by investing activities of $32.0 million during the three months ended March 31, 2002. Capital expenditures were $4.6 million and $6.9 million for the three-month periods ended March 31, 2003 and 2002, respectively. During the first three months of 2003, the Company purchased $25.4 million of marketable securities, consisting mainly of short-term corporate and municipal debt obligations. During the first three months of 2003, the Company sold $26.1 million of marketable securities. During the first three months of 2002, the Company purchased $98.6 million of marketable securities, consisting primarily of short-term corporate and municipal debt obligations. During the first three months of 2002, the Company sold $73.5 million of marketable securities.

     Net cash provided by financing activities was $1.2 million in the first quarter of 2003 compared to net cash used by financing activities of $17.0 million during the first quarter of 2002. During the three-month period ended March 31, 2002, the Company paid down approximately $13.5 million outstanding on a bank financing agreement, and approximately $5.0 million of capital lease obligations, in order to reduce the weighted average interest rate on indebtedness. During the first three months of 2003 and 2002, the Company received net proceeds from the exercise of stock options and employee stock purchase plan shares of $1.3 million and $1.9 million, respectively.

     ATMI believes that its existing cash and cash equivalents and marketable securities balances, existing sources of liquidity, available lines of credit, and anticipated funds from operations will satisfy its projected working capital and other cash requirements through at least the end of 2003. However, management also believes the level of financing resources available to ATMI is an important competitive factor in its industry, and management may seek additional capital prior to the end of that period. Additionally, management considers, on a continuing basis, potential acquisitions of technologies and businesses complementary to ATMI’s current business. There are no present definitive agreements with respect to any such acquisitions. However, any such transactions may affect ATMI’s future capital needs.

Forward-Looking Statements

     The statements contained in this report which are not historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, without limitation, statements by ATMI regarding financial projections,

16

Table of Contents

expectations for demand and sales of new and existing products, market and technology opportunities, business strategies, business opportunities, objectives of management for future operations and semiconductor industry and market segment growth. In addition, when used in this report, the words “anticipate,” “plan,” “believe,” “estimate,” “expect” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. All forward-looking statements involve risks and uncertainties. Actual results may differ materially from those discussed in, or implied by, the forward-looking statements as a result of certain factors including, but not limited to, changes in the pattern of semiconductor industry demand, the markets for or customer interest in the Company’s products, product and market competition, delays or problems in the development and commercialization of products, technological changes affecting the competencies of ATMI, problems or delays associated with its restructuring activities, problems or delays in integrating acquired operations and businesses into ATMI, and unanticipated internal and/or third-party delays. The cautionary statements made in this report should be read as being applicable to all related forward-looking statements wherever they appear in this report.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     Interest Rate Risk. As of March 31, 2003, the Company’s cash and cash equivalents and marketable securities included money market securities, corporate and municipal bond obligations and commercial paper. Due to the short maturity of the Company’s investment portfolio, an immediate 10% change in interest rates would not have a material effect on the fair value of the Company’s portfolio; therefore, the Company would not expect its operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on the Company’s securities portfolio. As of March 31, 2003, a majority of the Company’s debt carries fixed interest rates; therefore, the Company would not expect its operating results or cash flows to be significantly affected by the effect of a sudden change in market interest rates.

     Foreign Currency Exchange Risk. A substantial portion of the Company’s sales are denominated in U.S. dollars and, as a result, the Company has relatively minimal exposure to foreign currency exchange risk with respect to sales made. This exposure may change over time as business practices evolve and could have a material impact on the Company’s financial results in the future. To date, the Company has not used forward exchange contracts to hedge exposures denominated in foreign currencies or any other derivative financial instruments for trading or speculative purposes. The effect of an immediate 10% change in exchange rates would not be expected to have a material impact on the Company’s future operating results or cash flows.

Item 4.   Controls and Procedures

     As of the date of this filing, an evaluation was performed under the supervision and with the participation of the Company’s management, including its CEO and CFO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including its CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2003. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to March 31, 2003.

17

Table of Contents

     Reference is made to the Certifications of the CEO and CFO about these and other matters following the signature page of this report.

PART II- OTHER INFORMATION

Item 1.   Legal Proceedings

     In the normal course of business, ATMI is involved in various lawsuits and claims. Although the Company cannot determine the ultimate outcome of any of these legal proceedings at this time, management, including internal counsel, does not believe that the outcome of these proceedings, individually or in the aggregate, will have a material adverse effect on ATMI’s financial position or overall trends in results of operations.

18

Table of Contents

Item 6. Exhibits and Reports on Form 8-K

19

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

20

Table of Contents

CERTIFICATIONS

I, Eugene G. Banucci, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of ATMI, Inc. (the “Company”);
	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 Company as of, and for, the periods presented in this quarterly report;
	4.		The Company’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 Company and we have:

				a)		designed such disclosure controls and procedures to ensure that material information relating to the Company, 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 Company’s disclosure controls and procedures as of the date of this filing (the “Evaluation Date”); and
				c)		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	5.		The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of the Company’s board of directors:

				a)		all significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and
				b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

21

Table of Contents

6.

The Company’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.

22

Table of Contents

I, Daniel P. Sharkey, certify that:

	1.		I have reviewed this quarterly report on Form 10-Q of ATMI, Inc. (the “Company”);
	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 Company as of, and for, the periods presented in this quarterly report;
	4.		The Company’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 Company and we have:

				a.		designed such disclosure controls and procedures to ensure that material information relating to the Company, 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 Company’s disclosure controls and procedures as of the date of this filing (the “Evaluation Date”); and
				c.		presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	5.		The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of the Company’s board of directors:

				a.		all significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and
				b.		any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

23

Table of Contents

6.

The Company’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.

24