Back to GetFilings.com

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

OR

Commission file number 000-21593

Western Pennsylvania Adventure Capital Fund, LLC

(Exact Name of Registrant as Specified in its Charter)

Scott Towne Center, Suite A-113

2101 Greentree Road

Pittsburgh, PA 15220-1400

(Address of Principal Executive Offices and Zip Code)

(412) 279-1760

(Registrant’s Telephone Number, Including Area Code)

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.  x  Yes  No  ¨

Number of members units as of May 6, 2003: 4,222,870 Units.

PART I – Financial Information

2

REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors

Western Pennsylvania Adventure Capital Fund, LLC

We have reviewed the accompanying statement of assets and liabilities of Western Pennsylvania Adventure Capital Fund, LLC as of March 31, 2003, and the related statements of operations, changes in net assets, and cash flows for the three month periods ended March 31, 2003 and 2002. These financial statements are the responsibility of the company’s management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing standards, the statement of assets and liabilities as of December 31, 2002 and the related statements of operations, changes in net assets (deficit), and cash flows for the year then ended (not presented herein), and in our report dated February 14, 2003, we expressed an unqualified opinion on those financial statements.

Goff Backa Alfera & Company, LLC

Pittsburgh, May 6, 2003

3

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Assets and Liabilities

As of

See Accountant’s Report and accompanying notes to financial statements.

4

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Operations

For the Periods

See Accountant’s Report and accompanying notes to financial statements.

5

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Changes in Net Assets

For the Periods

See Accountant’s Report and accompanying notes to financial statements.

6

Western Pennsylvania Adventure Capital Fund, LLC

Statements of Cash Flows

For the Periods

See Accountant’s Report and accompanying notes to financial statements.

7

Western Pennsylvania Adventure Capital Fund, LLC

Notes to Financial Statements

March 31, 2003

Note 1 – Summary of Significant Accounting Policies:

This summary of significant accounting policies of Western Pennsylvania Adventure Capital Fund, LLC and its predecessor organization, the Western Pennsylvania Adventure Capital Fund, a C Corporation (collectively and/or individually the “Fund”) is presented to assist in understanding the Fund’s financial statements. These accounting policies conform with generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Nature of Operations

The Fund was incorporated on May 23, 1996, as Western Pennsylvania Adventure Capital Fund (a C Corporation) and began its primary business activities in November, 1997. The Fund has been formed to become a Business Development Company (“BDC”) and to be subject to the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund invests primarily in the equity and/or debt securities of development stage companies located in Western Pennsylvania. The Fund seeks to make its investments in conjunction with a consortium of investment partners such as individual investors, other venture capital firms, private non-profit or for-profit companies or foundations, and federal, state or local public, quasi-public or publicly-supported economic development organizations, agencies or authorities which provide investment capital or low interest or other financing for economic development.

As of February 28, 2002, the Western Pennsylvania Adventure Capital Fund (a C Corporation) was merged into its wholly owned and heretofore inactive subsidiary, the Western Pennsylvania Adventure Capital Fund, LLC (an LLC organization). The Western Pennsylvania Adventure Capital Fund, LLC has continued all of the operations of the Western Pennsylvania Adventure Capital Fund (a C Corporation).

The Fund’s Board of Directors, which is elected by the members (previously by the shareholders) annually, has responsibility for management of the Fund, including authority to select portfolio securities for investment by the Fund. The Board is advised by the officers of the Fund and, through December 31, 1998, had been advised by The Enterprise Corporation of Pittsburgh (“Enterprise”), which served as the Fund’s investment advisor. Enterprise screened potential Portfolio Companies and presented them to the Fund’s Board for investment consideration, conducted due diligence reviews of investment candidates and managed the day-to-day operations of the Fund including, portfolio management, preparing reports to shareholders and performing administrative services. The recommendations of Enterprise as to investments were advisory only and were not binding on the Fund or its Board of Directors. Enterprise was a private, non-profit consulting firm founded in 1983 for the purpose of assisting entrepreneurs in developing new businesses in western Pennsylvania. As of December 31, 1998, Enterprise ceased operations and is no longer serving as the Fund’s investment advisor. The Fund’s Board of Directors now performs these activities.

8

Enterprise received a fee equal to 5% of the aggregate amount of assets invested by the Fund in portfolio securities for providing investment advisory and administrative services to the Fund. Enterprise may also have received compensation from investment partners or members of any investment consortium that invested with the Fund in portfolio securities, all on such basis as such other parties and Enterprise may have agreed.

Basis of Presentation – Interim Financial Statements

The financial information included herein has been prepared from the books and records without audit. The accompanying financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and the footnotes required by generally accepted accounting principles for statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial condition, results of operations, changes in net assets, and cash flows, have been included.

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

These financial statements should be read in conjunction with the financial statements and notes thereto for the period January 1, 2002 to December 31, 2002, contained in the Fund’s 2002 Annual Report on Form 10-K.

Basis of Presentation – Net Assets

During 1996, the Fund began offering a total of 5,000,000 shares of its common stock, par value $.01, at a price of $1.00 per share under Regulation E of the Securities Act of 1933 (the “First Offering”). In connection with its services in organizing the formation and development of the Fund, Enterprise purchased 250,000 shares of common stock for $.01 per share, which represented 4.8% of the total potential outstanding shares of the Fund. The shares purchased by Enterprise represented founder’s shares. If less than 5,000,000 shares were sold in the First Offering, the Fund had the right to repurchase from Enterprise for $.01 per share such number of shares as would result in Enterprise’s ownership percentage in the Fund immediately following the First Offering being 4.8%.

During 1997, the Fund sold 2,104,333 shares of its common stock and closed the First Offering. As of December 31, 1997, the Fund repurchased 143,899 shares of its common stock from Enterprise, thereby reducing Enterprise’s ownership to 106,101 shares, which represented 4.8% of the then total shares issued and outstanding (2,210,434 shares). The repurchased shares are presented as Treasury Stock, at cost.

On September 10, 1999, the Fund began offering a total of 2,750,000 shares of its common stock, par value $.01, at a price of $1.45 per share under Regulation E of the Securities Act of 1933 (the “Second Offering”). The Second Offering was extended through January 31, 2000. The Fund sold 2,057,787 shares of its common stock and closed the Second Offering.

9

On July 14, 2000, the Fund began offering a total of 875,000 shares of its common stock, par value $0.01, at a price of $1.60 per share under Regulation E of the Securities Act of 1933 (the “Third Offering”). The Third Offering was extended through March 31, 2001. The Fund sold 62,750 shares of its common stock and closed the Third Offering.

Syndication Costs

Legal, accounting and other costs of $149,220 incurred in connection with the Fund’s First Offering, Second Offering and Third Offering have been capitalized and reported as a permanent reduction of net assets in accordance with generally accepted accounting principles.

There were no syndication costs incurred in the three month periods ended March 31, 2003 and March 31, 2002.

Cash and Cash Equivalents

Cash and Cash Equivalents consist of cash in checking accounts and high quality money market instruments having or deemed to have remaining maturities of thirteen months or less.

Short Term Investments

The Fund’s short term investments consist of high quality commercial paper and U.S. Government securities. These investments generally are purchased at a discount or premium from face value and are redeemed at maturity at face value. The difference represents interest income (expense) which will accrue over the period from date of acquisition to date of maturity. The Fund uses the effective yield to maturity method to recognize the accretion of interest income (expense) over the life of each individual short term investment. This method produces a rate of return which is constant over the period from acquisition to maturity. Using this method, the interest income (expense) recognized on each individual investment will increase over time as the carrying value of that investment increases (decreases). The Fund records these investments net of remaining unearned interest income (expense).

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” the Fund classifies all short term investments as held-to-maturity (“HTM”).

Investments in Portfolio Companies

Investments are stated at value. Investments for which market quotations are readily available are valued at the last trade price on or within one local business day of the date of determination as obtained from a pricing source. If no such trade price is available, such investments are valued at the quoted bid price or the mean between the quoted bid and asked price on the date of determination as obtained from a pricing source. Securities for which market quotations are not readily available are valued at fair value in good faith using methods determined by or under the direction of the Fund’s Board of Directors.

10

Start-Up and Organization Costs

Costs incurred in connection with the start-up and organization of the Fund had been deferred and were being amortized ratably over a period of 60 months beginning January 1, 1998. During the three month period ended June 30, 2002, the Fund, as a result of the recent merger (See Note 2), wrote off the remaining balance of $2,280 of deferred Start-Up and Organization Costs. Amortization of $760 was recognized in the three month period ending March 31, 2002.

Earnings Per Unit

During 1997, the Fund adopted SFAS No. 128, “Earnings Per Share.” Its application is not expected to affect the calculations of basic and diluted earnings per unit.

Earnings per unit is computed using the weighted average number of units outstanding during the respective periods, adjusted for outstanding stock options, if any. There are no other outstanding warrants, or other contingently issuable units.

The Fund’s shareholders, at the annual meeting of shareholders held on November 17, 1999, approved a stock option plan which authorizes the granting of options to purchase the Fund’s common stock to directors, officers, employees, and members of the advisory board of the Fund. Options to purchase 250,000 shares of the Fund’s common stock have been granted to directors of the Fund under the terms of this stock option plan.

On December 20, 2001, all of the directors returned their options to the Fund. The Fund may grant options to the directors at a future date.

The stock option committee on July 12, 2002, granted options to purchase 50,000 shares of its members’ equity at an exercise price equal to the net asset value per unit as of June 30, 2002 to each of the Fund’s five directors (250,000 units in the aggregate). These options vest immediately. The net asset value per unit as of June 30, 2002 was $0.84 per unit. At March 31, 2003 and at December 31, 2002, none of the options had been exercised or had expired.

Income Taxes

The Fund has adopted the SFAS Standard No. 109, “Accounting for Income Taxes”, from its inception. SFAS 109 requires an asset and liability approach that recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Fund’s financial statements or tax returns. In estimating future tax consequences, SFAS 109 generally considers all expected future events other than enactments of changes in the tax law or rates. During the quarter ended December 31, 1999, the Fund recognized unrealized appreciation on its portfolio companies, and accordingly, began recognizing deferred taxes due to temporary timing differences in accordance with SFAS 109. Deferred taxes of $39,960 recognized during the three month period ended March 31, 2002 relate to the partial reversal of the deferred tax asset recorded at December 31, 2001, which will not be realized as a result of the merger discussed in Note 2. There were no deferred taxes recognized during the three month period ended March 31, 2003.

The Fund, as a result of becoming an LLC as of February 28, 2002, is treated as a “pass through” entity for income tax purposes. Any income tax liabilities incurred by the Fund are allocated to members of the Fund annually for inclusion in the members’ individual income tax returns. The Fund remains responsible for any Pennsylvania Capital Stock and Franchise Tax.

11

Note 2 – Merger

As of February 28, 2002, the Fund converted from the C Corporation to an LLC Organization via merger of the C Corporation into its wholly owned and previously inactive subsidiary – an LLC Organization. As a consequence, the LLC assumed all assets and liabilities of the C Corporation and is continuing all operations of the C Corporation.

Shareholders of the C Corporation have become members of the LLC, and hold the same number of ownership units in the LLC equal to the number of shares that they held in the C Corporation, with no change in ownership percentage of the respective organizations.

Note 3 – Sale of Securities

During 1997, the Fund sold 2,104,333 shares of its common stock at $1.00 per share, under an Offering Circular dated November 7, 1996 (“First Offering Circular”). The proceeds were required to be deposited in an escrow account with the Fund’s escrow agent, PNC Bank, until such time as the escrow account reached $1 million. At that time, the Fund was permitted to withdraw the funds from the escrow account and begin to invest in portfolio securities.

As of July 11, 1997, the proceeds in the escrow account totaled $1,860,100. On that date, the Fund withdrew substantially all of the funds from the escrow account.

The funds released from escrow have been temporarily invested, pending investment in Portfolio Securities, in cash equivalents, government securities, and high quality debt securities. A portion of the funds released from escrow were disbursed to pay accumulated obligations whose payment was deferred until funds were released from escrow.

The Fund began offering for sale up to 2,750,000 shares of its Common Stock at $1.45 per share, or a maximum of $3,987,500, under an Offering Circular dated September 10, 1999 (“Second Offering Circular”). The Fund intends to use the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities have been temporarily invested, pending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A portion of these proceeds may be used for normal operating expenses. The Fund sold 2,057,787 shares ($2,983,792) of its Common Stock under this Second Offering Circular.

The Fund began offering for sale up to 875,000 shares of its Common Stock at $1.60 per share, or a maximum of $1,400,000, under an Offering Circular dated July 14, 2000 (“Third Offering Circular”). The Fund intends to use the proceeds from this sale of securities primarily to invest in the equity and/or debt securities of additional development stage companies located in western Pennsylvania, and to make follow on investments, as appropriate, in existing portfolio companies. The proceeds from this sale of securities will be temporarily invested, pending investments in portfolio companies, in cash equivalents, government securities, and high quality debt securities. A portion of these proceeds may be used for normal operating expenses. As of December 31, 2000, the Fund had received subscriptions to purchase 40,000 shares ($64,000). The Fund sold 62,750 shares of its Common Stock at $1.60 per share under the Third Offering Circular, and closed the Third Offering as of March 31, 2001. As of March 31, 2003, and December 31, 2002, $2,878,268 and $2,853,269, respectively, were invested in Portfolio Securities, and the balance of the funds remained invested in cash equivalents, government securities, and high quality debt securities.

12

Note 4 – Investments in Portfolio Companies

On January 24, 2003, the Fund purchased 26,232 shares of Akustica, Inc. (“Akustica”) Series A-4 Preferred Stock (“A-4 Preferred”) at a price of $0.953 per share for a total investment of $24,999.

Akustica provides acoustic MicroElectroMechanical Systems (MEMS) products that enable innovation and cost performance advantages for hearing health, mobile phone and consumer electronics manufacturers.

Note 5 – Co-Investor Agreement

On June 30, 1998, the Fund and the Urban Redevelopment Authority of Pittsburgh (“URA”) entered into a co-investment agreement (“Agreement”). Under the terms of this Agreement, the URA will create an escrow account of $1,000,000 to be used for direct investment in certain select Fund’s Portfolio Companies, located within the City of Pittsburgh and meeting other criteria established by the URA. The escrow account also will be used for payment of the Fund’s investment and management fees related to such investments. The URA will match, on a dollar-for-dollar basis, the Fund’s investment in Portfolio Companies, subject to the limitations of the Portfolio Companies’ location within the City of Pittsburgh and such companies meeting the URA’s criteria for funding.

The annual management fee payable to the Fund is $25,000. Further, the URA will pay the Fund’s investment advisor a transaction fee of five percent (5%) of the URA’s portion of its investment. All fees will be paid from the escrow account.

In addition, the URA, as part of the Agreement, has agreed to subordinate its rights to any return on its investment until the private equity participants, investing in each of the contemplated transactions, including the Fund, have recovered their original investments in the portfolio companies. Thereafter, the URA and all equity participants, including the Fund, will participate in all future distributions in accordance with their investment.

As of June 30, 2001, the URA notified the fund of its decision to terminate the Agreement, effective as of July 31, 2001. Through June 30, 2001, the URA had invested a total of $100,000, on its dollar-for-dollar matching basis in one portfolio company.

Note 6 – Short Term Investments

The Fund, pending investments in Portfolio Securities, temporarily invests a portion of its excess funds in short term high quality commercial paper and U.S. Government securities. These investments generally are purchased at a discount or premium from face value and are redeemed at maturity at face value. The discount/premium from face value represents unearned interest income/expense and is recognized over the remaining term of the security using the effective yield to maturity method. All of the short term investments are classified as HTM in accordance with SFAS No. 115. The Fund did not hold any HTM investments at March 31, 2003 and at December 31, 2002.

13

Note 7 – Unrealized Appreciation

The Fund recognizes unrealized appreciation (depreciation) on its portfolio companies when significant and material events have occurred that clearly indicates that an adjustment to the carrying value of those investments is appropriate. Unrealized appreciation (depreciation) was $(1,563,415) as of March 31, 2003 and $(1,563,415) as of December 31, 2002. Unrealized appreciation (depreciation) recognized in the three month period ended March 31, 2002 was $(2,500). No unrealized appreciation (depreciation) was recognized in the three month period ended March 31, 2003.

Note 8 – Related Party Transactions

Accrued liabilities at March 31, 2003 and December 31, 2002 include $4,500 for Board of Directors fees and $2,000 for accounting services payable to a consulting firm in which one of the Fund’s officers is a significant shareholder.

Note 9 – Stock Option Plan

The shareholders, at the annual meeting of shareholders held on November 17, 1999, approved a stock option plan authorizing the granting of options to purchase the Fund’s common stock to directors, officers, employees and members of the advisory board of the Fund. Under the terms of the plan, the stock option committee has authority to award options to eligible persons on the basis of the nature of their duties, their present and potential contributions to the success of the Fund and like factors.

The maximum number of options that may be granted under the plan is 500,000. The exercise price is determined by the stock option committee at the time the option is granted, but cannot be less than the fair market value of the Fund’s common stock on the date of grant. Each option will have a term, not in excess of 10 years, as determined by the stock option committee. In general, each option will become exercisable in 25 percent increments beginning on the first, second, third and fourth anniversaries of the date of grant. Options may be granted as either incentive stock options or nonqualified stock options.

The stock option committee granted options to purchase 50,000 shares of its common stock at an exercise price of $1.45 per share to each of the Fund’s five directors (250,000 shares in the aggregate), effective as of October 11, 1999. These options vest 50% upon issuance, and 25% in equal increments on the first and second anniversary dates of issuance.

On December 20, 2001, all of the directors returned their options to the Fund. The Fund may grant options to the directors at a future date.

The stock option committee on July 12, 2002, granted options to purchase 50,000 shares of its members’ equity at an exercise price equal to the net asset value per unit as of June 30, 2002 to each of the Fund’s five directors (250,000 units in the aggregate). These options vest immediately. The net asset value per unit as of June 30, 2002 was $0.84 per unit. At March 31, 2003 and at December 31, 2002, none of the options had been exercised or had expired.

14

Note 10 – Income Taxes

The following table summarizes the provision for Federal and state taxes on income.

Deferred taxes of $39,960 recognized during the three month period ended March 31, 2002 relate to the partial reversal of the deferred tax asset recorded at December 31, 2001, which will not be realized as a result of the merger discussed in Note 2.

The Fund, as a result of becoming an LLC as of February 28, 2002, is treated as a “pass through” entity for income tax purposes. Any income tax liabilities incurred by the Fund are allocated to members of the Fund annually for inclusion in the members’ individual income tax returns. The Fund remains responsible for any Pennsylvania Capital Stock and Franchise Tax.

Note 11 – Realized Gains

In February, 2002, the Fund received $6,367, which represented the final distribution of funds from the escrow account created from the acquisition of the Fund’s portfolio company, Applied Electro-Optics Corporation by AcceLight Networks, Inc. These funds had been held in escrow for settlement of any claims resulting from the transaction. The $6,367 has been recognized as realized gains during the three month period ended March 31, 2002.

There were no realized gains in the three month period ended March 31, 2003.

Note 12 – Treasury Stock

On June 7, 2000, the Fund purchased 106,101 shares of its common stock previously owned by Innovation Works, Inc. for $125,126. These shares are included as a part of members equity as of March 31, 2003 and December 31, 2002.

As of December 31, 1997, the Fund repurchased 143,899 shares of its common stock from Enterprise at $0.01 per share. These shares also are included as a part of members equity as of March 31, 2003 and December 31, 2002.

15

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

Results of Operations

Revenues for the three month period ended March 31, 2003 consisted of interest income. The decrease in interest income resulted from the reduction in short term investments due to the additional investments in portfolio companies and the conversion of convertible debt into portfolio companies’ equity securities. General and administrative expenses for the three month period ended March 31, 2003 amounted to $4,500, and consisted of directors fees. Other operating expenses for the three month period ended March 31, 2003 amounted to $20,722 and included $9,282 of legal and accounting fees.

Revenues for the three month period ended March 31, 2002 consisted of interest income and realized gains of $7,240 and $6,367, respectively. The realized gains resulted from the receipt of funds released from the escrow account created from the acquisition of Applied Electro-Optics Corporation, a portfolio company, by AcceLight Networks, Inc. General and Administrative expenses for the three month period ended March 31, 2002 amounted to $4,500 and consisted of directors fees. Other operating expenses for the three month period ended March 31, 2002 amounted to $53,019 and included $31,928 of legal and accounting fees. The greater than normal amount of legal and accounting fees resulted from additional services required in connection with the merger (See Footnote 2 to the Financial Statements). The income tax expense for the three month period ended March 31, 2002 amounted to $41,600 primarily due to the elimination of the previously recognized deferred tax asset partially offset by the current recognition of a probable tax refund from a net operating loss carry back.

Financial Condition, Liquidity and Capital Resources

The Registrant, through its sale of Common Stock under the First Offering Circular, raised $2,104,333 in 1997. The Registrant, through the sale of its Common Stock under the Second Offering Circular, raised $2,983,792 in 1999 – 2000. The Registrant, through the sale of its Common Stock under the Third Offering Circular, raised $100,400 in 2000-2001. As of March 31, 2003, the Registrant had invested $4,441,683 in Portfolio Companies, and held cash, cash equivalents, and short-term investments in high quality commercial paper and U.S. Government securities of $294,769. Most of this amount, except for normal operating expenses, is available for investment in Portfolio Securities.

16

Statement by Management Concerning Review of Interim Financial Information

by Independent Certified Public Accountants

The March 31, 2003 financial statements included in this filing on Form 10-Q have been reviewed by Goff Backa Alfera & Company, LLC, independent certified public accountants, in accordance with established professional standards and procedures for such review. The report of Goff Backa Alfera & Company, LLC commenting on their review accompanies the financial statements included in Item 1 of Part I.

17

Statement by Management Concerning the Fair Presentation

Of Interim Financial Information

The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. The report of Goff Backa Alfera & Company, LLC commenting upon their review accompanies the financial statements included in Item 1 of Part I.

18

Part II – Other Information

No reports were filed on Form 8-K by the Registrant during the quarter covered by this report.

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Western Pennsylvania Adventure Capital Fund, LLC has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

20

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, G. Richard Patton, certify that:

Date: May 6, 2003

21

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Alvin J. Catz, certify that:

Date: May 6, 2003

22