DXP ENTERPRISES INC - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 0-21513

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DXP ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

TEXAS 76-0509661
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

7272 PINEMONT
HOUSTON, TEXAS 77040
(Address of principal executive offices) (Zip Code)

713/996-4700
(Registrant's telephone number, including area code)

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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 [ ]

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APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of shares outstanding of each of the issuer's classes of common
stock, as of May 1, 2003:

Common Stock: 4,071,685

ITEM 1: FINANCIAL STATEMENTS

DXP ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

See notes to condensed consolidated financial statements.

2

DXP ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

See notes to condensed consolidated financial statements.

3

DXP ENTERPRISES, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

Noncash activities:

Changes in inventories and principal payments on debt exclude the $1.9 million
noncash reduction of inventory cost and debt associated with a litigation
settlement recorded in 2002.

See notes to condensed consolidated financial statements.

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DXP ENTERPRISES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with the
instructions to Form 10-Q. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been omitted. DXP Enterprises, Inc. (the "Company") believes that the
presentations and disclosures herein are adequate to make the information not
misleading. The condensed consolidated financial statements reflect all
elimination entries and adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of the interim periods.

The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the full year. These
condensed consolidated financial statements should be read in conjunction with
the Company's audited consolidated financial statements included in the
Company's 10-K Annual Report for the year ended December 31, 2002, filed with
the Securities and Exchange Commission.

NOTE 2: THE COMPANY

DXP Enterprises, Inc. and subsidiaries (DXP or the Company), a Texas
corporation, was incorporated on July 26, 1996, to be the successor to SEPCO
Industries, Inc. (SEPCO). The Company is organized into two segments:
Maintenance, Repair and Operating (MRO) and Electrical Contractor.

NOTE 3: STOCK OPTIONS

The Company accounts for its stock-based compensation plans under Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees. The pro forma information below is based on provisions of Statement
of Financial Accounting Standard ("FAS") No. 123, Accounting for Stock-Based
Compensation, as amended by FAS 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, issued in December 2002.

5

NOTE 4: INVENTORY

The Company uses the last-in, first-out ("LIFO") method of inventory
valuation for approximately 80 percent of its inventories. Remaining inventories
are accounted for using the first-in, first-out ("FIFO") method. An actual
valuation of inventory under the LIFO method can be made only at the end of each
year based on the inventory levels and costs at that time. Accordingly, interim
LIFO calculations must necessarily be based on management's estimates of
expected year-end inventory levels and costs. Because these are subject to many
forces beyond management's control, interim results are subject to the final
year-end LIFO inventory valuation. The reconciliation of FIFO inventory to LIFO
basis is as follows:

NOTE 5: EARNINGS PER SHARE DATA

The following table sets forth the computation of basic and diluted
earnings per share before cumulative effect of a change in accounting principle
for the periods indicated.

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NOTE 6: SEGMENT REPORTING

The MRO Segment is engaged in providing maintenance, repair and
operating products, equipment and integrated services, including engineering
expertise and logistics capabilities, to industrial customers. The Company
provides a wide range of MRO products in the fluid handling equipment, bearing,
power transmission equipment, general mill, safety supply and electrical
products categories. The Electrical Contractor segment sells a broad range of
electrical products, such as wire conduit, wiring devices, electrical fittings
and boxes, signaling devices, heaters, tools, switch gear, lighting, lamps,
tape, lugs, wire nuts, batteries, fans and fuses, to electrical contractors.

The high degree of integration of the Company's operations necessitates
the use of a substantial number of allocations and apportionments in the
determination of business segment information. Sales are shown net of
intersegment eliminations. All business segments operate primarily in the United
States.

Financial information relating the Company's segments is as follows:

NOTE 7: CHANGE IN ACCOUNTING PRINCIPLE

In June 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was
issued. SFAS No. 142 changes the treatment of goodwill by no longer amortizing
goodwill, and instead requiring, at least annually, an assessment for impairment
by applying a fair-value based test. However, other identifiable intangible
assets with determinable lives are to be separately recognized and amortized.
The statement was effective for fiscal years beginning after December 15, 2001.

All of the Company's goodwill pertained to one reporting unit as
defined in SFAS 142. The goodwill was tested for impairment during the first
quarter of 2002 as required by SFAS 142 upon adoption based upon the expected
present value of future cash flows approach. As a result of this valuation
process as well as the application of the remaining provisions of SFAS 142, the
Company recorded a transitional impairment loss of $2.5 million before income
taxes ($1.7 million after income taxes). This write-off was reported as a
cumulative effect of a change in accounting principle in the Company's
consolidated statement of income as of January 1, 2002. This adoption of the
statement has resulted in the elimination of approximately $79,000 of annual
goodwill amortization subsequent to December 31, 2001.

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

RESULTS OF OPERATIONS

Three Months Ended March 31, 2003 compared to Three Months Ended March 31, 2002

SALES. Revenues for the quarter ended March 31, 2003, decreased $0.1
million, or 0.4%, to approximately $37.5 million from $37.6 million in 2002.
Sales for the MRO Segment were $36.9 million for both periods. Sales for the
Electrical Contractor segment decreased by $0.1 million, or 14.1%, for the
current quarter when compared to same period in 2002. This decrease is the
result of a slow down in the construction business for electrical contractors.

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GROSS PROFIT. Gross profit as a percentage of sales decreased by
approximately 0.3% for the first quarter of 2003, when compared to the same
period in 2002. Gross profit as a percentage of sales for the MRO segment
decreased to 25.1% for the three months ended March 31,2003, from 25.3% in the
comparable period of 2002. This decrease can be primarily attributed to
decreased margins on bearings sold by the MRO segment. Gross profit as a
percentage of sales for the Electrical Contractor segment decreased to 37.0% for
the three months ended March 31, 2003, from 42.8% in the comparable period of
2002. This decrease resulted from lower margin sales associated with a slow down
in the commercial construction business for electrical contractors.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expense for the quarter ended March 31, 2003, decreased by
approximately $0.2 million when compared to the same period in 2002. This
decrease is primarily attributed to reduced administrative expenses. As a
percentage of revenue, the 2003 expense decreased by approximately 0.4 % to
22.5% from 22.9% for 2002. This decrease is attributable to a reduced level of
expenses being spread over a similar revenue amount.

OPERATING INCOME. Operating income for the first three months of 2003
increased slightly when compared to the same period in 2002. Operating income
for the MRO segment was the same for both periods. Operating income for the
Electrical Contractor segment improved to a small profit in 2003 from a small
loss in 2002. The improved operating income for the Electrical Contractor
segment is the result of reduced selling, general and administrative expenses
partially offset by reduced gross profit.

INTEREST EXPENSE. Interest expense for the quarter ended March 31, 2003
decreased by $0.1 million, to $0.3 million from $0.4 million during the same
period in 2002. This decline results from lower interest rates for the first
three months of 2003 when compared to the first quarter of 2002 as well as a
lower average debt balance.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

As a distributor of MRO and Electrical products, we require significant
amounts of working capital to fund inventories and accounts receivable.
Additional cash is required for capital items such as information technology and
warehouse equipment. We also require cash to pay our lease obligations and to
service our debt.

Under the loan agreements with our bank lender, all available cash is
generally applied to reduce outstanding borrowings, with operations funded
through borrowings under the Credit Facility. Our policy is to maintain low
levels of cash and cash equivalents and to use borrowings under our lines of
credit for working capital. We had approximately $3.2 million available for
borrowings under the revolving portion of the Credit Facility at March 31, 2003.
Working capital at March 31, 2003 and December 31, 2002 was approximately $24.2
million and $22.8 million, respectively. During the first three months of 2003
and 2002, we collected trade receivables in approximately 53 and 51 days,
respectively. For each of the three months ended March 31, 2003 and 2002, we
turned our inventory approximately five times, on an annualized basis.

The Credit Facility with our bank lender provides for borrowings up to
an aggregate of the lesser of (i) a percentage of the collateral value based on
a formula set forth therein or (ii) $35.0 million, and matures April 1, 2004.
Interest accrues at prime plus 1/2% on the revolving portion of the Credit
Facility and prime plus 1 1/2% on the term portion of the Credit Facility. The
prime rate at March 31, 2003, was 4.25%. The Credit Facility is secured by
receivables, inventory, real estate and machinery and equipment. The Credit
Facility contains customary affirmative and negative covenants as well as
financial covenants that are measured monthly and require that we maintain
certain cash flow and other financial ratios. We have, from time to time, not
been in compliance with certain covenants under the Credit Facility including
the minimum earnings requirement and the fixed charge coverage ratio. At March
31, 2003, we are in compliance with these covenants. In addition to the $0.7
million of cash on hand at March 31, 2003, we had $3.2 million available for
borrowings under the Credit Facility at March 31, 2003. Although we expect to be
able to comply with the covenants, including the financial covenants, of the
Credit Facility, there can be no assurance that in the future we will be able to
do so or that our lender will be willing to waive such non-compliance or further
amend such covenants.

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We used approximately $1.0 million of cash in operating activities in
the first three months of 2003 as compared to using approximately $1.3 million
of cash during the first three months of 2002. This decreased use of cash is
primarily attributable to a lower net increase in net operating assets and
liabilities in 2003 compared to 2002.

Fixed asset purchases of approximately $0.1 million during the first
quarter of 2003 and the first quarter of 2002 related primarily to computer
equipment.

Our internal cash flow projections indicate our cash generated from
operations and available under our Credit Facility will meet our normal working
capital needs during the next twelve months. However, we may require additional
debt or equity financing to meet our future debt service obligations beyond
March 31, 2004, which may include additional bank debt or the public or private
sale of equity or debt securities. In connection with such financing, we may be
required to issue securities that substantially dilute the interest of our
shareholders. As described above, all of our Credit Facility matures on or
before April 1, 2004. However, we may not be able to renew and extend or replace
the Credit Facility. Any extended or replacement facility may have higher
interest costs, less borrowing capacity, more restrictive conditions and could
involve equity dilution. Our ability to obtain a satisfactory credit facility
may depend, in part, upon the level of our asset base for collateral purposes,
our future financial performance and our ability to obtain additional equity.

We would require additional capital to fund any future acquisitions. At
this time, we do not plan to grow through acquisitions unless the market price
of our common stock rises to levels that will make acquisitions accretive to our
earnings or we generate excess cash flow. We may also pursue additional equity
or debt financing to fund future acquisitions, although we may not be able to
obtain additional financing on attractive terms.

DISCUSSION OF CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make estimates and assumptions in determining 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. The significant estimates made by us in the
accompanying financial statements relate to reserves for accounts receivable
collectibility, inventory valuations and self-insured medical claims. Actual
results could differ from those estimates.

Critical accounting policies are those that are both most important to
the portrayal of a company's financial position and results of operations, and
require management's subjective or complex judgments. Below is a discussion of
what we believe are our critical accounting policies.

Revenue Recognition

We recognize revenues when an agreement is in place, price is fixed,
title for product passes to the customer or services have been provided, and
collectibility is reasonably assured.

Allowance for Doubtful Accounts

Provisions to the allowance for doubtful accounts are made monthly and
adjustments are made periodically (as circumstances warrant) based upon the
expected collectibility of all such accounts.

Inventory

Inventory consists principally of finished goods and is priced at lower
of cost or market, cost being determined using both the first-in and first out
(FIFO) and the last-in, first-out (LIFO) method. Reserves are provided against
inventory for estimated obsolescence based upon the aging of the inventory and
market trends.

Income Taxes

In accordance with SFAS 109, Accounting for Income Taxes, we have
recorded a net deferred tax asset of $1.4 million as of March 31, 2003. We
believe it is more likely than not that this net deferred tax asset will be
realized based primarily on the assumption of future taxable income.

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Management periodically re-evaluates these estimates as events and
circumstances change. Together with the effects of the matters discussed above,
these factors may significantly impact the Company's results of operations from
period-to-period.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The purpose of this statement
is to develop consistent accounting for asset retirement obligations and related
costs in the financial statements and provide more information about future cash
outflows, leverage and liquidity regarding retirement obligations and the gross
investment in long-lived assets. This statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. The Company
has adopted SFAS No. 143 beginning January 1, 2003. The impact of such adoption
did not have a material effect on the Company's financial statements.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our market risk results from volatility in interest rates. This risk is
monitored and managed. Our exposure to interest rate risk relates primarily to
our Credit Facility. Based on our capital structure at March 31, 2003, a 100
basis point change in interest rates would result in an estimated $0.2 million
change in annual interest expense.

ITEM 4: CONTROLS AND PROCEDURES

Based on their evaluation as of a date within 90 days of the filing
date of this report, the principle executive officer and principle financial
officer of the Company have concluded that the Company's disclosures controls
and procedures (as defined in Rules 13a-14 (c)15d-14(c) under the Securities
Exchange Act) are effective to ensure that information required to be disclosed
by the Company in reports that the Company files or submits under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC.

There were 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 most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, the Company is a party to legal proceedings arising in
the ordinary course of business. The Company is not currently a party to any
litigation that it believes could have a material adverse effect on the results
of operations or financial condition of the Company.

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.

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ITEM 5. OTHER INFORMATION.

CAUTIONARY STATEMENTS

Our expectations with respect to future results of operations that may
be embodied in oral and written forward-looking statements, including any
forward-looking statements that may be contained in this Quarterly Report on
Form 10-Q, are subject to risks and uncertainties that must be considered when
evaluating the likelihood of our realization of such expectations. Our actual
results could differ materially. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below.

Ability to Comply with Financial Covenants of Credit Facility

Our loan agreements with our bank lender (the "Credit Facility")
requires that we comply with certain specified covenants, restrictions,
financial ratios and other financial and operating tests. Our ability to comply
with any of the foregoing restrictions will depend on our future performance,
which will be subject to prevailing economic conditions and other factors,
including factors beyond our control. A failure to comply with any of these
obligations could result in an event of default under the Credit Facility, which
could permit acceleration of our indebtedness under the Credit Facility. From
time to time we have been unable to comply with some of the financial covenants
contained in the Credit Facility (relating to, among other things, the
maintenance of prescribed financial ratios) and have, when necessary, obtained
waivers or amendments to the covenants from our lender. Although we expect to be
able to comply with the covenants, including the financial covenants, of the
Credit Facility, there can be no assurance that in the future we will be able to
do so or that our lender will be willing to waive such non-compliance or further
amend such covenants.

Risks Related to Internal Growth Strategy

Future results for us will depend in part on our success in
implementing our internal growth strategy, which includes expanding our existing
geographic areas and adding new customers. Our ability to implement this
strategy will depend on our success in selling more to existing customers,
acquiring new customers, hiring qualified sales persons, and marketing
integrated supply arrangements such as those being pursued by us through our
SmartSource program. Although we intend to increase sales and product offerings
to existing customers and reduce costs through consolidating certain
administrative and sales functions, there can be no assurance that we will be
successful in these efforts.

Substantial Competition

Our business is highly competitive. We compete with a variety of
industrial supply distributors, some of which may have greater financial and
other resources than us. Although many of our traditional distribution
competitors are small enterprises selling to customers in a limited geographic
area, we also compete with larger distributors that provide integrated supply
programs such as those offered through outsourcing services similar to those
that are offered by our SmartSource program. Some of these large distributors
may be able to supply their products in a more timely and cost-efficient manner
than us. Our competitors include direct mail suppliers, large warehouse stores
and, to a lesser extent, certain manufacturers.

Risks of Economic Trends

Demand for our products is subject to changes in the United States
economy in general and economic trends affecting our customers and the
industries in which they compete in particular. Many of these industries, such
as the oil and gas industry, are subject to volatility while others, such as the
petrochemical industry, are cyclical and materially affected by changes in the
economy. As a result, we may experience changes in demand for our products as
changes occur in the markets of our customers.

Dependence on Key Personnel

We will continue to be dependent to a significant extent upon the
efforts and ability of David R. Little, our Chairman of the Board, President and
Chief Executive Officer. The loss of the services of Mr. Little or any other

11

executive officer of our company could have a material adverse effect on our
financial condition and results of operations. We do not maintain key-man life
insurance on the life of Mr. Little or on the lives of our other executive
officers. In addition, our ability to grow successfully will be dependent upon
our ability to attract and retain qualified management and technical and
operational personnel. The failure to attract and retain such persons could
materially adversely affect our financial condition and results of operations.

Dependence on Supplier Relationships

We have distribution rights for certain product lines and depend on
these distribution rights for a substantial portion of our business. Many of
these distribution rights are pursuant to contracts that are subject to
cancellation upon little or no prior notice. Although we believe that we could
obtain alternate distribution rights in the event of such a cancellation, the
termination or limitation by any key supplier of its relationship with our
company could result in a temporary disruption on our business and, in turn,
could adversely affect results of operations and financial condition.

Risks Associated With Hazardous Materials

Certain of our operations are subject to federal, state and local laws
and regulations controlling the discharge of materials into or otherwise
relating to the protection of the environment. Although we believe that we have
adequate procedures to comply with applicable discharge and other environmental
laws, the risks of accidental contamination or injury from the discharge of
controlled or hazardous materials and chemicals cannot be eliminated completely.
In the event of such an accident, we could be held liable for any damages that
result and any such liability could have a material adverse effect on our
financial condition and results of operations.

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

(a) Exhibits.

3.1 Restated Articles of Incorporation, as amended (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (Reg. No. 333-61953), filed with
Commission on August 20, 1998)

3.2 Bylaws (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-10021), filed with the Commission on August 12, 1996).

99.1 Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Filed herewith).

(b) Reports on Form 8-K.

None

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.

DXP ENTERPRISES, INC.
(Registrant)

By: /s/ MAC McCONNELL
------------------------------------
Mac McConnell
Senior Vice-President/Finance and
Chief Financial Officer
Dated: May 2, 2003

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CERTIFICATIONS

I, David R. Little, the Chief Executive Officer of DXP Enterprises, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-Q of DXP Enterprises,
Inc.;

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
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this 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 this quarterly report (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 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 registrant's board of directors (or persons
performing the equivalent function):

a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant'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
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.

May 2, 2003

/s/ David R. Little
David R. Little
Chief Executive Officer

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I, Mac McConnell, the Chief Financial Officer of DXP Enterprises, Inc., certify
that:

1. I have reviewed this quarterly report on Form 10-Q of DXP Enterprises,
Inc.;

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 statement 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 presents 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
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this 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 this quarterly report (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 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 registrant's board of directors (or persons
performing the equivalent function):

a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant'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
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.

May 2, 2003

/s/ Mac McConnell
Mac McConnell
Chief Financial Officer

14

EXHIBIT INDEX