STERLING CONSTRUCTION CO INC - 10-Q Quarterly Report

Back to GetFilings.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2002
------------------

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: 0-19450

STERLING CONSTRUCTION COMPANY, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 25-1655321
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)

2751 CENTERVILLE ROAD, SUITE 3131, WILMINGTON, DELAWARE
-------------------------------------------------------
19808
-----
(Address of principal executive offices)
(Zip Code)

(817) 416-0717
--------------
(Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed from
last report)

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 and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

As of November 1, 2002, 5,055,516 shares of the Registrant's Common
Stock, $0.01 par value per share were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

STERLING CONSTRUCTION COMPANY, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets at September 30, 2002
and December 31, 2001......................................................... 3

Condensed Consolidated Statements of Operations for the three
months ended September 30, 2002 and September 30, 2001........................ 4

Condensed Consolidated Statements of Operations for the nine
months ended September 30, 2002 and September 30, 2001........................ 5

Condensed Consolidated Statements of Cash Flows for the nine
months ended September 30, 2002 and September 30, 2001........................ 6

Notes to Condensed Consolidated Financial Statements.......................... 7

2

STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

The accompanying notes are an integral part of these condensed
consolidated financial statements

3

STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

The accompanying notes are an integral part of these condensed
consolidated financial statements

4

STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

The accompanying notes are an integral part of these condensed
consolidated financial statements

5

STERLING CONSTRUCTION COMPANY, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)

The accompanying notes are an integral part of these condensed
consolidated financial statements.

6

STERLING CONSTRUCTION COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2002

1. INTERIM FINANCIAL STATEMENTS

Sterling Construction Company, Inc. (hereinafter referred to as
"Sterling" or the "Company") was until November 2001 known as Oakhurst Company,
Inc.. The Company was formed as a result of a merger transaction in 1991, in
which Steel City Products, Inc. ("SCPI") became a majority-owned subsidiary of
the Company. In accordance with the merger agreement, Sterling owns 10% of the
outstanding common stock of SCPI and all of SCPI's Series A Preferred Stock, and
as a result, it owns 90% of the voting stock of SCPI.

Until July 2001, the Company's principal historical business had been
the distribution of products to the automotive after-market, conducted by SCPI
under the trade name "Steel City Products". Although the primary business of
Steel City Products continues to be its automotive aftermarket distribution
business, in recent years it has expanded its distribution business to include
non-food pet supplies and, in the third quarter of fiscal 2000, lawn and garden
supplies. Steel City Products operates from two facilities, in McKeesport,
Pennsylvania and Glassport, Pennsylvania.

In December 1998 the Company formed a wholly-owned subsidiary, Oakhurst
Technology, Inc. ("OTI") to invest in New Heights Recovery and Power, LLC ("New
Heights") which was to become a fully integrated recycling and waste-to-energy
facility in Ford Heights, Illinois. In conjunction with OTI's funding commitment
to New Heights, the Company entered into certain agreements with KTI, Inc.
("KTI") (which merged into Casella Waste Systems, Inc., "Casella") regarding the
funding of capital improvements and start-up losses at New Heights.

Due to significant and continuing losses incurred at New Heights, and
Casella's decision to exit certain non-core activities, of which New Heights was
deemed one, in April 2001 certain agreements (the "Unwinding Agreements") were
signed among the Company, OTI, Casella and KTI pursuant to which (a) all of
OTI's equity interest in New Heights was transferred to KTI, (b) the Sterling
common stock held by KTI was transferred back to the Company, (c) all securities
pledged to KTI by the Company and/or OTI were released, (d) the KTI Loan,
including accrued interest thereon, aggregating approximately $16.1 million at
May 31, 2001, was cancelled, with the exception of $1 million, which sum was
converted into a four year subordinated promissory note bearing interest at 12%
due at maturity, and (e) the Company issued to KTI a ten-year warrant to
purchase 494,302 shares of the Company's common stock at $1.50 per share. The
Unwinding Agreements were placed into escrow upon signing in April 2001 and
became effective upon their release from escrow on July 3, 2001.

In January 1999 OTI made a minority investment in Sterling Construction
Company, which in connection with the renaming of the Company in November 2001
was itself renamed Sterling Houston Holdings, Inc. ("SHH"). SHH is a heavy civil
construction company based in Houston, Texas that specializes in municipal and
state highway contracts for paving, bridge, water and sewer, and light rail
projects. In October 1999 certain shareholders of SHH exercised their right to
sell a second tranche of equity to OTI. Cash for the second equity purchase was
obtained through the issuance of notes secured by the second equity tranche, of
which a part was due to two officers and directors of the Company, and the
remainder was due to certain directors and management of SHH. These notes were
restructured as part of a transaction in July 2001 (the "Sterling Transaction"),
in which Sterling further increased its equity position in SHH from 12% to
80.1%. The original investments were recorded as an investment using the cost
method. The subsequent acquisition in July 2001 resulted in step-acquisition
treatment of the original investment. Accordingly, the results of operations of
the Company for the nine months ended September 30, 2001 have been restated
through the date of the Sterling Transaction to reflect its ownership of SHH as
if it had been reported as an equity investment.

In September 2002, an affiliate of SHH, Texas Sterling Construction,
L.P. ("TSC") acquired the Kinsel Heavy Highway construction business (the
"Kinsel Business") from a subsidiary of Insituform

7

Technologies, Inc. ("ITI"). The acquisition included the purchase of
construction equipment at its appraised value of approximately $4.4 million, and
the assumption by TSC of equipment leases with a future obligation of
approximately $1.4 million. Certain unstarted construction contracts with
revenues estimated at $38 million, subject to post-closing adjustments, were
assigned to TSC. TSC has been engaged to manage the completion of certain other
contracts in return for a management fee, and hired most of Kinsel's
construction crews together with project managers and other supervisory
personnel. The consideration of $4.4 million for the Kinsel Business was
financed by TSC through the issuance to ITI of an unsecured two-year note in the
amount of $1.5 million, with the balance funded through additional borrowings
under the SHH revolving line of credit.

The Company reports two operating segments, the "Construction" segment,
which consists of the operations of SHH, and the "Distribution" segment, which
consists of the operations of SCPI. OTI was dissolved in December 2001. In
November 2001, the Company changed its fiscal year end from the last day of
February to December 31. For comparison purposes, prior year results have been
conformed to the quarters of the change in fiscal year.

The accompanying condensed consolidated financial statements include
the accounts of subsidiaries in which the Company has a greater than 50%
ownership interest and all intercompany accounts and transactions have been
eliminated in consolidation.

In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to present
fairly the financial position, results of operations and cash flows for the
interim periods presented. All adjustments made are of a normal, recurring
nature.

These unaudited condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements for the
transition period ended December 31, 2001 ("fiscal 2001") as filed in the
Company's Transition Report on Form 10-K.

In November 2001, the Company elected to change its fiscal year end
from the last day in February to December 31, and filed its Transition Report on
Form 10-K for the transition period ended December 31, 2001. For a more
meaningful comparison, prior year results presented herein reflect the use of
the new fiscal year periods. Operating results for the three and nine months
ended September 30, 2002 and 2001 are not necessarily indicative of the results
that may be expected for the full year.

2. NEW ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that the purchase method of accounting
be used for all business combinations initiated after June 30, 2001 as well as
all purchase method business combinations completed after June 30, 2001. SFAS
No. 141 also specifies criteria that intangible assets acquired in a purchase
method business combination must meet to be recognized and reported apart from
goodwill, noting that any purchase price allocable to an assembled workforce may
not be accounted for separately.

SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
SFAS No. 142 also requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment.

The Company adopted the provisions of SFAS No. 141 and SFAS No. 142 on
January 1, 2002. Since the Sterling Transaction was consummated after June 30,
2001, the adoption of the remaining provisions of SFAS No. 141 did not have an
impact on the consolidated financial statements of the Company.

In accordance with the provisions of SFAS No. 142, the Company was
required to test its goodwill for impairment. To accomplish this the Company
identified its reporting units and determined the

8

carrying value of each reporting unit by assigning the assets and liabilities,
including the existing goodwill and intangible assets, to those reporting units
as of the date of adoption. To the extent a reporting unit's carrying amount
exceeds its fair value, an indication exists that the reporting unit's goodwill
may be impaired and the Company must perform the second step of the transitional
impairment test. In the second step, the Company must compare the implied fair
value of the reporting unit's goodwill, determined by allocating the reporting
unit's fair value to all of its assets (recognized and unrecognized) and
liabilities in a manner similar to a purchase price allocation in accordance
with SFAS No. 141, to its carrying amount, both of which would be measured as of
the date of adoption. This second step is required to be completed as soon as
possible, but no later than the end of the year of adoption. Any transitional
impairment loss will be recognized as the cumulative effect of a change in
accounting principle in the Company's statement of earnings. The Company
performed the required tests under SFAS No. 142 during the second quarter of
2002. The analysis did not indicate impairment of the Company's recorded
goodwill.

In August 2001, the FASB issued SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets", which addresses implementation
issues related to SFAS No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of". This standard was adopted
by the Company on January 1, 2002 and did not have an impact on its consolidated
financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FAS Statement No. 13, and Technical
Corrections ("SFAS 145"). This statement rescinds the requirement in SFAS No. 4,
Reporting Gains and Losses from Extinguishment of Debt, that material gains and
losses on the extinguishment of debt be treated as extraordinary items. The
statement also amends SFAS No. 13, Accounting for Leases, to eliminate an
inconsistency between the accounting for sale-leaseback transactions and the
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions. Finally the standard makes a number of
consequential and other technical corrections to other standards. The provisions
of the statement relating to the rescission of SFAS 4 are effective for fiscal
years beginning after May 15, 2002. Provisions of the statement relating to the
amendment of SFAS 13 are effective for transactions occurring after May 15, 2002
and the other provisions of the statement are effective for financial statements
issued on or after May 15, 2002. The Company has reviewed SFAS 145 and concluded
that its adoption will not have a material effect on its consolidated financial
statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Exit or
Disposal Activities ("SFAS 146"). SFAS 146 applies to costs associated with an
exit activity (including restructuring) or with a disposal of long-lived assets.
Those activities can include eliminating or reducing product lines, terminating
employees and contracts, and relocating plant facilities or personnel. SFAS 146
will require a Company to disclose information about its exit and disposal
activities, the related costs, and changes in those costs in the notes to the
interim and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 is effective prospectively for exit or disposal activities
initiated after December 31, 2002, with earlier adoption encouraged. SFAS 146
supersedes Emerging Issues Task Force Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring), and requires liabilities
associated with exit and disposal activities to be expensed as incurred and can
be measured at fair value. SFAS 146 is effective for exit or disposal activities
of the Company that are initiated after December 31, 2002. The adoption of SFAS
146 is not expected to have a material effect on the Company's consolidated
financial statements.

On October 1, 2002, the FASB issued FASB Statement No. 147,
"Acquisitions of Certain Financial Institutions". This statement, which provides
guidance on the accounting for the acquisition of a financial institution,
applies to all acquisitions except those between two or more mutual enterprises.
The adoption of Statement No. 147 is not expected to affect the Company.

9

3. GOODWILL

The amounts recorded by the Company for goodwill are as follows
(dollars in thousands):

* The adjustment to goodwill related to additional consideration pertaining to
the Sterling Transaction in July 2001.

The Company performed impairment testing on both segments during the
second quarter of fiscal 2002. The analysis did not indicate impairment of the
Company's recorded goodwill for either segment.

Prior to the implementation of SFAS No. 142, the Company amortized
goodwill over the expected life of the asset. The following table adjusts net
income for the add back of goodwill amortization as of the three and nine months
ended September 30, 2002 and 2001 (dollar amounts in thousands, except per share
amounts):

4. SEGMENT INFORMATION

Until July 2001, the Company historically operated as a wholesale
distributor of automotive aftermarket accessories (the "Distribution Segment").
Its subsidiary, SCPI, is one of the larger independent wholesale distributors of
automotive accessories in the Northeastern United States. In fiscal 1996, SCPI
began the distribution of non-food pet supplies, and in the third quarter of
fiscal 2000, expanded its business to include lawn and garden products. SCPI's
customer base of drug and supermarket retailers, discount retail chains,
hardware, and automotive chains, is largely the same across its product lines.

In July 2001, the Company increased its equity investment in SHH from
12% to 80.1%. SHH is a heavy civil construction company based in Houston that
specializes in municipal and state highway contracts for paving, bridge, water
and sewer, and light rail projects (the "Construction Segment").

Each of the Construction Segment and the Distribution Segment is
managed by its own decision makers and is comprised of unique customers,
suppliers and employees. Terry Allan, Chief Executive Officer of SCPI and
Maarten Hemsley, the Chief Financial Officer of the Company, review the
operating

10

profitability of the Distribution Segment and its working capital needs to
allocate financial resources. The operating profitability of the Construction
Segment is reviewed by Joseph P. Harper, its Chief Financial Officer to
determine its financial needs. Allocation of resources among the Company's
operating segments is determined by Messrs. Harper and Hemsley.

The Company's operations are organized into the two operating segments
included in the following table. Prior year segment information has been
restated to conform to the current management of the business (in thousands):

11

5. INVESTMENT IN AFFILIATED COMPANY ("STERLING TRANSACTION")

Following completion of the Unwinding Agreements which returned to the
Company shares that had been owned by KTI and eliminated the losses and most of
the loans attributable to New Heights, on July 18, 2001, the Company completed
the Sterling Transaction, in which it increased its equity ownership in SHH. The
results of SHH have been included in the Company's results effective from July
1, 2001.

Total consideration for the increase in equity was $24.6 million,
including the Company's previous investment in SHH of $3.5 million, and
consisted of (a) a cash payment of $9.9 million, (b) conversion of a $1.3
million SHH subordinated note receivable into Sterling equity, (c) issuance of
subordinated notes and warrants, and (d) the sale and issuance of the Company's
common stock. For accounting purposes, the value of the 1,124,536 shares of
common stock sold was determined based on the average price of the Company's
common shares over the 5-day period before and after the closing date.

As part of the Sterling Transaction, the Company granted certain
selling shareholders a "Put" option for the remaining 19.9% of SHH stock owned
by them, pursuant to which they have the right to sell the remaining SHH shares
to the Company between July 2004 and July 2005 at a price of at least $105 per
share. The Company recorded the fair value of the Put as a $4.1 million
liability at July 18, 2001. The fair value of the Put is reviewed quarterly and
any changes are reflected as components of pre-tax earnings.

The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of the Sterling Transaction, (in
thousands):

At July 18, 2001

Current assets $ 21,920
Property, plant and equipment 18,242
Goodwill 7,637
Deferred tax asset 4,757
------------
Total assets acquired 52,556

Current liabilities (16,017)
Long-term liabilities (9,756)
------------
Total liabilities assumed (25,773)
Minority interest (2,126)
------------
$ 24,657
============

At the time of the acquisition, management reconsidered the valuation
allowance attributable to the Company's deferred tax asset. Based on the effects
of reversing deferred tax liabilities and projected future income of SHH and
SCPI, management reduced the valuation allowance by a total of $8.2 million,
with $4.7 million recorded as a reduction to goodwill and $3.5 million as an
adjustment to paid in capital.

Management has determined that the value of intangibles, such as
non-compete agreements and contracts in place, are not significant.

Funding for the cash portion of the Sterling Transaction was provided
principally through borrowings by SHH under its bank revolving credit, and by
the Company through the issuance of notes and the sale of common stock, as
follows (in thousands):

SHH Revolver $ 4,900
Subordinated notes 2,580
Short-term subordinated note payable 1,500
Sale of Sterling common stock 908
------------
$ 9,888
============

12

The following summary unaudited pro forma financial information for the
three and nine month periods ended September 30, 2001 is presented as if the
Unwinding Agreements and the Sterling Transaction had been completed as of the
beginning of fiscal 2001 (in thousands, except per share data). The Sterling
Transaction was completed in July 2001; results for the third quarter ended
September 30, 2001 reflect actual results.

The pro forma information is presented for informational purposes only
and is not necessarily indicative of the financial position and results of
operations that would have occurred had the Unwinding Agreements and the
Sterling Transaction been completed as of the beginning of fiscal 2001, nor may
it be indicative of the future financial position or results of operations.

6. ACQUISITION OF KINSEL HEAVY HIGHWAY CONSTRUCTION BUSINESS

In September 2002, an affiliate of SHH, Texas Sterling Construction,
L.P. ("TSC") acquired the Kinsel Heavy Highway construction business (the
"Kinsel Business") from a subsidiary of Insituform Technologies, Inc. ("ITI").
The acquisition included the purchase of construction equipment at its appraised
value of approximately $4.4 million, and the assumption by TSC of operating
equipment leases with a future obligation of approximately $1.4 million. Certain
unstarted construction contracts with revenues estimated at $38 million, subject
to post-closing adjustments, were assigned to TSC. TSC has been engaged to
manage the completion of certain other contracts in return for a management fee
and hired most of Kinsel's construction crews together with project managers and
other supervisory personnel. The consideration of $4.4 million for the Kinsel
Business was financed by TSC through the issuance to ITI of an unsecured
two-year note in the amount of $1.5 million, with the balance funded through
additional borrowings under the SHH revolving line of credit.

The size of the acquisition and the amount of assets acquired were
immaterial in relation to the Company's overall business. No goodwill was
recognized in the Kinsel transaction.

7. DEFERRED TAXES

In light of the continuing profitability of the Company, in September
2002 management evaluated the allowance against its deferred tax asset. Based on
projected future income levels of the Company, management determined that the
reserve should be decreased by approximately $761,000.

13

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

OVERVIEW

The corporate structure resulting from the 1991 merger, whereby Steel
City Products, Inc. ("SCPI") became a special, limited purpose, majority-owned
subsidiary of Oakhurst Company, Inc. ("Oakhurst"), since renamed Sterling
Construction Company, Inc. (hereinafter referred to as "Sterling" or "the
Company") was designed to facilitate capital formation by Sterling while
permitting Sterling and SCPI to file consolidated tax returns so that both may
utilize existing tax benefits, including approximately $161 million of net
operating loss carry-forwards. Through Sterling's ownership of SCPI, primarily
in the form of preferred stock, Sterling retains the value of SCPI and receives
substantially all of the benefit of SCPI's operations through dividends on such
preferred stock.

Sterling's principal business historically has been the distribution of
automotive aftermarket accessories, described herein as the "Distribution
Segment". The Distribution Segment is conducted by SCPI under the trade name
"Steel City Products" and involves the distribution of automotive parts and
accessories, together with non-food pet supplies and lawn and garden products
from facilities in McKeesport and Glassport, Pennsylvania. SCPI is believed to
be one of the largest independent wholesale distributors of automotive
accessories in the Northeastern United States.

In December 1998, the Company formed a wholly-owned subsidiary,
Oakhurst Technology, Inc. ("OTI") to invest in New Heights Recovery and Power,
LLC ("New Heights"). In connection with the formation of OTI, the Company and
OTI completed certain agreements with KTI, Inc. ("KTI") a waste-to-energy and
recycling company that merged into Casella Waste Systems, Inc. ("Casella") in
December 1999.

Due to significant and continuing losses incurred at New Heights, and
Casella's decision to exit certain non-core activities, of which New Heights was
deemed one, in April 2001 certain agreements (the "Unwinding Agreements") were
signed among the Company, OTI, Casella and KTI pursuant to which (a) all of
OTI's equity interest in New Heights was transferred to KTI, (b) the Sterling
common stock held by KTI was transferred back to the Company, (c) all securities
pledged to KTI by the Company and/or OTI were released, (d) the KTI Loan,
including accrued interest thereon, aggregating approximately $16.1 million at
May 31, 2001, was cancelled, with the exception of $1 million, which sum was
converted into a four year subordinated promissory note bearing interest at 12%
due at maturity, and (e) the Company issued to KTI a ten-year warrant to
purchase 494,302 shares of the Company's common stock at $1.50 per share. The
Unwinding Agreements were placed into escrow upon signing in April 2001 and
became effective upon their release from escrow on July 3, 2001.

In January 1999 OTI made a minority investment in Sterling Construction
Company, since renamed Sterling Houston Holdings, Inc. ("SHH"). SHH is a heavy
civil construction company based in Houston, Texas that specializes in municipal
and state highway contracts for paving, bridge, water and sewer, and light rail
projects, (the "Construction Segment"). Upon reaching certain performance
objectives, in October 1999 certain SHH shareholders exercised their right to
sell a second tranche of equity to OTI. Cash for the second equity purchase was
obtained through the issuance of notes secured by such equity, of which $559,000
was due to Robert Davies, then the Company's Chairman and Chief Executive
Officer. Under a Participation Agreement, Maarten Hemsley, then the Company's
President and now Chief Financial Officer, funded $116,000 of the amount
advanced by Mr. Davies pursuant to such Promissory Note. The balance of the
notes issued to acquire the second tranche is owed to certain directors and
management of SHH, a portion of which was reflected as adjustments to additional
paid-in capital. These notes were restructured as part of the Sterling
Transaction whereby the Company further increased its equity percentage in SHH
from 12% to 80.1%. The Sterling Transaction was closed in July 2001.

As the prior investment in SHH of $2.7 million accounted for less than
20% of SHH, the Company originally accounted for the investment under the cost
method. The acquisition in July 2001 resulted in step-acquisition treatment of
the prior balance. Accordingly, the results of operations of the

14

Company have been restated to reflect its ownership of SHH as if it had been
reported as an equity investment through the date of acquisition in July 2001.

In September 2002, an affiliate of SHH, Texas Sterling Construction,
L.P. ("TSC") acquired the Kinsel Heavy Highway construction business (the
"Kinsel Business") from a subsidiary of Insituform Technologies, Inc. ("ITI").
The acquisition included the purchase of construction equipment at its appraised
value of approximately $4.4 million, and the assumption by TSC of operating
equipment leases with a future obligation of approximately $1.4 million. Certain
unstarted construction contracts with revenues estimated at $38 million, subject
to post-closing adjustments were assigned to TSC. TSC has been engaged to manage
the completion of certain other contracts in return for a management fee and
hired most of Kinsel's construction crews together with project managers and
other supervisory personnel. The consideration of $4.4 million for the Kinsel
Business was financed by TSC through the issuance to ITI of an unsecured
two-year note in the amount of $1.5 million, with the balance funded through
additional borrowings under the SHH revolving line of credit.

Each of the Distribution Segment and the Construction Segment is
managed by its own decision makers and comprises unique customers, suppliers and
employees. Terry Allan, Chief Executive Officer of SCPI and Maarten Hemsley, the
Chief Financial Officer of the Company, review the operating profitability of
the Distribution Segment and its working capital needs to allocate financial
resources. The operating profitability of the Construction Segment is reviewed
by Joseph P. Harper, the Company's President and SHH's Chief Financial Officer
to determine its financial needs. Allocation of resources among the Company's
operating segments is determined by Messrs. Harper and Hemsley.

LIQUIDITY AND CAPITAL RESOURCES

FINANCING

At SHH, the level of working capital varies principally as a result of
changes in the levels of cost and estimated earnings in excess of billings, in
billings in excess of cost and estimated earnings and in customer receivables
and contract retentions. SHH's cash requirements are also impacted by its needs
for capital equipment, which in the past have generally been financed from cash
flow or from borrowings under its line of credit.

At SCPI, the level of working capital needs varies primarily with the
amounts of inventory carried, which can change seasonally, the size and
timeliness of payment of receivables from customers and the amount of credit
extended by suppliers. SCPI's working capital needs not financed by suppliers
have been financed from cash flow and borrowings under its line of credit.

At September 30, 2002, the Company's debt consisted of (in thousands):

Related party notes:
Subordinated debt $ 4,000
Zero coupon notes 5,748
Convertible subordinated notes 560
Management/director notes 2,046
------------
12,354
SHH revolver 10,760
SCPI revolver 3,596
Insituform notes 1,500
Mortgage payable 1,295
KTI Loan 1,119
Equipment notes & capital leases 96
Other 37
------------
$ 30,757
============

15

Related Party Notes

Subordinated Debt

As part of the Sterling Transaction, certain shareholders of SHH were
issued subordinated promissory notes in the aggregate amount of $6 million in
payment for certain of their SHH shares. These notes are repayable over three
years in equal quarterly installments and carry interest at 12% per annum.

Subordinated Zero Coupon Notes

The Sterling Transaction was funded in part through the sale of zero
coupon notes and the issuance of zero coupon notes to certain selling
shareholders in SHH. Warrants for Sterling common stock were issued in
connection with the zero coupon notes. The zero coupon notes are shown at their
present value, discounted at a rate of 12% and mature four years from the date
of closing of the Sterling Transaction. Warrants issued in connection with the
notes are exercisable for ten years from closing and become exercisable four
years after issuance at $1.50 per share. Patrick Manning, Chairman and Chief
Executive Officer of the Company, and Joseph P. Harper received zero coupon
notes in the face amount of $799,000 and $1.0 million, respectively and warrants
for 63,488 shares and 80,282 shares, respectively, in the Sterling Transaction.

Convertible Subordinated Notes

In December 2001, in conjunction with an amendment to the SCPI Revolver
and in order to strengthen SCPI's working capital position through an advance to
SCPI to fund the purchase of additional inventory, Sterling obtained funding
principally from members of management and directors (including Robert Frickel,
Joseph P. Harper and Maarten Hemsley, who contributed $155,000, $100,000 and
$25,000, respectively) aggregating $500,000 (the "Convertible Subordinated
Notes"). In January 2002, two other members of management, including Bernard
Frank, Chairman of SCPI, funded a further $60,000, which was used for general
corporate purposes. The notes evidencing these advances are convertible at any
time prior to their maturity date into the Company's common stock at a price of
$2.50 per share and mature and are payable in full in December 2004. Interest at
an annual rate of 12% is payable monthly. The notes are senior to debt issued in
connection with the Sterling Transaction.

Management/Director Notes

Notes with an aggregate face amount of $1.3 million issued in
connection with the October 1999 purchase of the second equity tranche of shares
of SHH were restructured as part of the Sterling Transaction. Of the total,
notes for $800,000 were due to members of SHH's management, including Joseph P.
Harper, since appointed President of the Company. Notes totaling approximately
$550,000 were due to Robert Davies, the Company's former Chairman and Chief
Executive Officer, and, through a participation agreement, Maarten Hemsley,
formerly the Company's President and now its Chief Financial Officer. In
consideration for the extension of the maturity dates of these notes, the face
amounts were increased by an aggregate of approximately $342,000. Furthermore,
certain accrued amounts due to Messrs. Davies and Hemsley aggregating
approximately $355,000 were converted into notes. All such notes mature over
four years and carry interest at 12%. Principal and interest may be paid only
from defined cash flow of Sterling and SCPI, or from proceeds of any sale of
SCPI's business.

Sterling Revolver and SCPI Revolver

In conjunction with the Sterling Transaction, SHH entered into a
three-year agreement providing for a revolving line of credit with a maximum
line of $13.0 million, subject to a borrowing base (the "SHH Revolver"). The
line of credit carries interest at prime, subject to achievement of certain
financial targets and is secured by the equipment of SHH. In September 2002, in
connection with the acquisition of the Kinsel Business, the line of credit was
amended to increase the maximum line to $17.0 million. At September 30, 2002,
the balance on the SHH Revolver was $10.1 million.

16

Management believes that the SHH Revolver will provide adequate funding
for SHH's working capital, debt service and capital expenditure requirements,
including seasonal fluctuations, for at least the next twelve months.

In July 2001, SCPI replaced its existing line of credit with financing
from an institutional lender (the "Revolver"). The Revolver originally was for a
term of two years in the amount of $4.5 million, subject to a borrowing base.
The Revolver initially carried an interest rate equal to prime plus 1%. Due to
concerns stemming from the bankruptcy filing of Ames Department Stores, a
significant customer of SCPI, in August 2001, the Revolver was amended to
shorten the term of the line and increase the interest rate to prime plus 1.5%.
Upon satisfaction to the lender of SCPI's ability to maintain sales and
profitability levels, the Revolver was again amended in December 2001 to provide
for a line of $5.0 million, subject to a borrowing base, and to extend the term
to May 31, 2003. In November 2002, the Revolver was again amended to extend the
term to May 31, 2004 and to remove certain limitations on borrowing. At
September 30, 2002, the outstanding balance on the Revolver was $3.6 million and
the effective rate of interest was 6.25%. The Revolver is secured by the assets
of SCPI and is subject to the maintenance of certain financial covenants.

Management believes that the SCPI Revolver and the proceeds from the
Convertible Subordinated Notes will provide adequate funding for SCPI's working
capital, debt service and capital expenditure requirements, including seasonal
fluctuations for at least the next twelve months, assuming no material
deterioration in current sales levels or profit margins.

KTI Loan

In December 1998, the Company entered into a loan agreement with KTI,
Inc. (the "KTI Loan") pursuant to which KTI committed to fund a minimum of $11.5
million for capital expenditures and start-up losses incurred by New Heights.
The KTI Loan carried interest at a fixed rate of 14%, payable quarterly and was
due, by its original terms, in April 2001. The KTI Loan was secured by a pledge
of all the capital stock of OTI and all of OTI's equity interest in New Heights.

Also in December 1998 the Company's subsidiary, OTI, entered into an
Investment Agreement with New Heights pursuant to which OTI agreed to fund
defined capital expenditures, costs of obtaining permits, start-up losses and
working capital of the New Heights waste-to-energy facility in Ford Heights,
Illinois, and to receive in return an initial 50% equity interest in New
Heights.

Pursuant to the Investment Agreement, KTI agreed to provide, directly
or through OTI as its affiliate, the funding required to satisfy the New Heights
Business Plan. Accordingly, KTI and the Company entered into the KTI Loan. Funds
drawn by the Company under the KTI Loan were invested in OTI, principally to
facilitate the financing of the New Heights Business Plan.

In July 2001, all except $1,000,000 of the KTI Loan and accrued
interest thereon was cancelled pursuant to the Unwinding Agreements, with the
balance converted to a four year subordinated loan, with interest of 12% due at
maturity. The face value of the KTI Loan has been accounted for by a reduction
for the fair value of the approximately 494,000 warrants for Sterling common
stock issued to KTI, to be amortized over the life of the loan.

Insituform Notes

In September 2002, an affiliate of SHH acquired the Kinsel Heavy
Highway construction business from a subsidiary of Insituform Technologies. The
transaction was financed through the issuance of two unsecured two-year notes
aggregating $1.5 million to Insituform, with the balance funded through
additional borrowings under the SHH Revolver. The Insituform Notes bear interest
at 9% and are payable in quarterly installments plus accrued interest thereon..
The first installment is due 90 days after the completion of the transaction.

17

SHH Mortgage

In June 2001, SHH completed the construction of a new headquarters
building on land adjacent to its existing equipment repair facility in Houston.
The building was financed principally through an additional mortgage of $1.1
million on the land and facilities, at an interest rate of 7.75% per annum,
repayable over 15 years. The new mortgage is cross-collateralized with an
existing mortgage on the land and facilities which was obtained in 1998 in the
amount of $500,000, repayable over 15 years with an interest rate of 9.3% per
annum.

Other Debt

In October 1998, SCPI obtained from the Redevelopment Authority of the
City of McKeesport a low-interest loan (the "Subordinated Loan"), subordinated
to the SCPI Revolver, in the amount of $98,000 and carrying interest at 5% per
annum. The loan, which funded leasehold improvements at SCPI, is being repaid in
monthly installments through October 2003.

CASH FLOWS

Net cash provided by operating activities in the nine months ended
September 30, 2002 increased by approximately $6.0 million compared with the
nine months ended September 30, 2001. The increase was principally due to
substantially improved cash flow from operations, combined with higher levels of
vendor payables and other accrued expenses, offset in part by increases in
accounts receivable, due to dating to certain customers; contracts receivable,
due to slower payments by customers; and inventories.

Net cash used in investing activities decreased by approximately $3.8
million reflecting the acquisition of SHH in the prior year. The current year
includes equipment purchase, primarily at SHH, of $3.6 million, as well as the
acquisition of the Kinsel Business by an affiliate of SHH.

In the nine months ended September 30, 2002 the Company reduced its
obligations under the Subordinated Note by $2.0 million. These reductions were
offset by seasonal increases in borrowings on the SCPI Revolver of approximately
$1.0 million. For the nine months ended September 30, 2001, the Company's
financing activities provided cash of $12.3 million principally as a result of
the acquisition of SHH in the prior year.

FORWARD LOOKING STATEMENTS

From time to time the information provided by the Company or statements
made by its employees may contain so-called "forward-looking" information that
involves risks and uncertainties. In particular, statements contained in this
Item 2 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," which are not historical facts (including, but not
limited to statements concerning anticipated sales, profit levels, customers and
cash flows) are forward-looking statements. The Company's actual future results
may differ significantly from those stated in any forward-looking statements.
Factors that may cause such differences include, but are not limited to the
factors discussed above as well as the accuracy of the Company's internal
estimates of revenue and operating expense levels. Each of these factors and
others are discussed from time to time in the Company's Securities and Exchange
Commission filings.

CERTIFICATION

This Form 10-Q has been certified by Patrick T. Manning, Chief
Executive Officer of the Company, and by Maarten D. Hemsley, Chief Financial
Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (Subsections (a) and (b) of section 1350, chapter 63 of title 18, United
States Code) and is attached as Exhibit 99.1.

18

MATERIAL CHANGES IN FINANCIAL CONDITION

At September 30, 2002, there had been no material changes in the
Company's financial condition since December 31, 2001, as discussed in Item 7 of
the Company's Transition Report on Form 10-K for the period ended December 31,
2001.

RESULTS OF OPERATIONS

Operations include the consolidated results for SCPI, which through its
operating division, Steel City Products, headquartered in McKeesport,
Pennsylvania, distributes automotive accessories, non-food pet supplies and lawn
and garden products (the "Distribution Segment"). In July 2001, pursuant to the
Sterling Transaction, the Company increased its investment in SHH from 12% to
80.1%. SHH is a heavy civil construction company based in Houston that
specializes in municipal and state highway contracts for paving, bridge, water
and sewer, and light rail. Operations of SHH consist of one segment (the
"Construction Segment"). Until July 2001, OTI held investments in the
construction industry and the waste-to-energy industry. OTI was dissolved in
December 2001.

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2001

CONSTRUCTION

SHH became a majority-owned subsidiary of the Company on July 18, 2001.
Revenues on construction contracts totaled $27.4 million for the quarter ended
September 30, 2002, an increase of approximately $70,000 from the third quarter
of the prior year, which was the first reported quarter as a majority-owned
subsidiary of the Company. The increase was due to higher revenues on city and
county contracts, which increased in the quarter by approximately $2.3 million
compared with the prior year. State highway business, however, was lower than
the prior year third quarter by approximately $2.2 million.

Gross profit for the period was $3.3 million, or 11.9% of contract
revenues, compared with gross profit in the third quarter last year of $2.4
million, or 8.9% of contract revenues. Improved margins resulted from the mix of
contracts combined with better weather affecting the Company in the current year
compared with the prior year.

SHH reported an operating profit of $2.0 million for the quarter,
compared with a profit of $1.3 million last year. The improvement was due in
part to the improved margins and to a reduction in expenses, primarily related
to the allocation of equipment costs in the prior year.

Contract backlog at SHH at September 30, 2002 was approximately $162
million, of which approximately 57% is not expected to be constructed until
fiscal 2003.

DISTRIBUTION

Sales at SCPI totaled $5.1 million, an increase of $124,000 compared
with the third quarter of the prior year. The increase was principally due to
higher sales of pet supply products, which increased by approximately $232,000
in the third quarter, and to increased sales of lawn and garden products, of
approximately $161,000. These increases were due principally to pet supply sales
to Ames Department Stores, prior to its conversion of its Chapter 11 bankruptcy
filing to liquidation under Chapter 7 in July 2002. The higher sales of lawn and
garden products were due primarily to increased sales to existing customers.
Sales of automotive products decreased by approximately $270,000, principally as
a result of credit restrictions placed on shipments to Ames prior to its
liquidation filing.

Gross profit for the segment was $973,000, or 19.2% of sales,
comparable with results in the third quarter of the prior year.

19

The Distribution Segment reported an operating profit of $55,000 in the
third quarter, compared with an operating loss of $222,000 in the third quarter
last year. Results for the prior year included an increase in the bad debt
reserve of $462,000 resulting from the Ames bankruptcy filing in July 2001. In
the current year third quarter, SCPI provided an additional $131,000 of bad debt
expense due to the liquidation of Ames.

CORPORATE

Operating expenses at the corporate level increased by approximately
$95,000 due primarily to higher legal, tax and shareholder expenses for the
three months ended September 30, 2002.

Interest expense net of interest income decreased by $42,000 due to
lower interest rates in the current year.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2001

CONSTRUCTION

Revenues on construction contracts totaled $77.7 million for the nine
months ended September 30, 2002, compared with revenues in the prior year period
of $27.4 million, which included only three months of operations as a
majority-owned subsidiary of the Company.

Gross profit for the nine month period was $8.6 million, or 11.1% of
contract revenues.

SHH reported an operating profit of $5 million for the current year
period, compared with a profit of $1.3 million, for the three month period of
ownership from July through September 2001.

DISTRIBUTION

For the nine months ended September 30, 2002, sales at SCPI totaled
$18.4 million, an increase of $2.3 million compared with the first nine months
of the prior year. The increase was principally due to higher sales of pet
supply products, which increased by approximately $1.9 million in the nine month
period. This increase was due principally to sales to Ames Department Stores,
which began purchasing pet supplies from SCPI after Ames' bankruptcy filing in
August 2001. In July 2002, Ames converted its Chapter 11 filing to liquidation
under Chapter 7. Sales of lawn and garden products increased by approximately
$1.1 million for the first nine months, compared with the same period in the
prior year, due to increased sales to existing customers. Sales of automotive
products decreased by approximately $719,000, principally as a result of credit
restrictions placed on shipments to Ames prior to its liquidation filing.

Gross profit for the segment was $3.7 million, or 19.8% of sales,
compared with $3.0 million or 18.7% of sales in the prior year. The increase was
due principally to the higher sales level, and to better margins earned on
certain product lines.

The Distribution Segment reported operating profit of $984,000 in the
nine months ended September 30, 2002, an increase of $804,000 compared to the
prior year, due principally to the increase in sales, to the improved gross
margins and to reductions in certain operating expenses, including a reduced
provision for bad debt expense attributable to Ames.

CORPORATE

Operating expenses at the corporate level increased by approximately
$352,000 due primarily to the increase in the liability for the Put for the
remaining SHH shares, which totaled approximately $380,000 for the nine months
ended September 30, 2002.

20

Interest expense net of interest income, decreased by $349,000 due to
the cancellation of the KTI Loan in July 2001 and to lower interest rates in the
current year.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to certain market risks from transactions that
are entered into during the normal course of business. The Company's policies do
not permit active trading or speculation in derivative financial instruments.
Sterling's primary market risk exposure is related to interest rate risk. The
Company manages its interest rate risk by attempting to balance its exposure
between fixed and variable rates while attempting to minimize its interest
costs. An increase of 1% in the market rate of interest would have increased the
Company's interest expense for the nine months ended September 30, 2002 by
approximately $52,700.

ITEM 4. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, the Company
carried out an evaluation under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934, as amended. Based on that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures are adequate and effective
in timely alerting them to material information relating to the Company required
to be included in the Company's periodic filings with the SEC.

There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no material legal proceedings outstanding against the
Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the
quarter for which this report is filed.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

*10.4 Purchase Agreement between Insituform Technologies,
Inc. and Texas Sterling Construction, L.P. dated
September 23, 2002.

*99.1 Certification of Patrick T. Manning, Chief Executive
Officer, and Maarten D. Hemsley, Chief Financial
Officer

(b) No reports on Form 8-K were filed during the quarter
for which this report is filed.

- ----------

*filed herewith

21

SIGNATURES

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

STERLING CONSTRUCTION COMPANY, INC.

Date: November 12, 2002 By: /s/ Patrick T. Manning.
----------------------------------------
Patrick T. Manning.
Chief Executive Officer

Date: November 12, 2002 By: /s/ Maarten D. Hemsley
----------------------------------------
Maarten D. Hemsley
Chief Financial Officer

22

Section 302 Certifications for the Signatures

CERTIFICATION FOR QUARTERLY REPORTS ON FORM 10-Q

I, Patrick T. Manning, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sterling
Construction Company, 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 officer 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 of 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 officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's Board of Directors;

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 officer 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.

Date: November 12, 2002

By: /s/ Patrick T. Manning
-----------------------------------------------
Chairman and Chief Executive Officer

23

CERTIFICATION FOR QUARTERLY REPORTS ON FORM 10-Q

I, Maarten D. Hemsley, certify that

1. I have reviewed this quarterly report on Form 10-Q of Sterling
Construction Company, 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 officer 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 of 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 officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's Board of Directors;

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 officer 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.

Date: November 12, 2002

By: /s/ Maarten D. Hemsley
-----------------------------------------------
Chief Financial Officer

24

INDEX TO EXHIBITS