WESTECH CAPITAL CORP - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended 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
33-37534-NY

WESTECH CAPITAL CORP.
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(Exact Name of Registrant as Specified in its Charter)

DELAWARE 13-3577716
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(State or other jurisdiction of incorporation) (IRS Employer
Identification No.)

2700 VIA FORTUNA, SUITE 400, AUSTIN, TEXAS 78746
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(Address of Principal Executive Offices) (Zip Code)

(512) 306-8222
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(Registrant's Telephone Number, Including Area Code)

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

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

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. As of April
30, 2003, the Registrant had the following number of shares of common
stock, $0.001 par value per share, outstanding: 1,512,024.

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PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WESTECH CAPITAL CORP. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

See accompanying notes to consolidated financial statements.

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WESTECH CAPITAL CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

See accompanying notes to consolidated financial statements.

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WESTECH CAPITAL CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Summary of non-cash transactions:

In both March 2003 and 2002, the Company forgave $50,000, respectively, of an
officer's note receivable which has been recorded as compensation expense.

In March 2003, the Company forgave a $49,836 receivable from an officer, which
has been recorded as compensation expense.

See accompanying notes to consolidated financial statements.

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WESTECH CAPITAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(1) General

Westech Capital Corp., a Delaware corporation ("Westech"), is a holding company
whose only operating subsidiary is Tejas Securities Group, Inc., a Texas
corporation ("Tejas"). Tejas is engaged in the business of providing brokerage
and related financial services to institutional and retail customers nationwide.
References to the Company within the Form 10-Q are to Westech and its
subsidiaries.

Westech was incorporated as a shell corporation in New York on July 18, 1990,
and made an initial public offering in November 1991. On August 27, 1999,
Westech was acquired by Tejas in a reverse merger. On August 29, 2001, Westech
acquired all of the outstanding minority interest in Tejas.

Our business is conducted from our headquarters at 2700 Via Fortuna, Suite 400,
Austin, Texas, with branch offices in Houston, Texas and Tinton Falls, New
Jersey. Tejas is a registered broker-dealer and investment advisor offering: (i)
brokerage services to retail and institutional customers; (ii) high quality
investment research to institutional and retail customers; (iii) market-making
activities in stocks traded on the Nasdaq National Market System and other
national exchanges; and (iv) investment banking services.

The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with the instructions for Form 10-Q and, therefore
should be read in conjunction with the Company's 2002 Form 10-K. All adjustments
(consisting of only normal recurring adjustments) that are necessary in the
opinion of management for a fair presentation of the interim consolidated
financial statements have been included. The results of operations for the three
months ended March 31, 2003 are not necessarily indicative of the results of the
year ending December 31, 2003.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148
("SFAS 148"), Accounting for Stock-Based Compensation - Transition and
Disclosure, an amendment of FASB Statement No. 123. SFAS 148 amends Financial
Accounting Standards Board Statement No. 123 ("SFAS 123"), Accounting for
Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS 148 amends the disclosure requirement
of SFAS 123 to require prominent disclosures in both annual and interim
financial statements about the fair value based method of accounting for
stock-based employee compensation for those companies that have elected to
continue to apply Accounting Principles Board Opinion No. 25 ("APB 25"),
Accounting for Stock Issued to Employees. The Company has elected to continue to
apply the provisions of APB 25 to its fixed-plan stock options. The adoption of
SFAS 148 did not have an impact on the Company's consolidated financial
position or results of operations.

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WESTECH CAPITAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The pro forma disclosures below use the fair value method of SFAS No. 123 to
measure compensation expense for stock-based employee compensation plans.

The fair value of stock options granted was estimated at the date of grant using
Black-Scholes option-pricing model. This model was developed for use in
estimating fair value of publicly traded options that have no vesting
restrictions and are fully transferable. Additionally, the model requires the
input of highly subjective assumptions. Because the Company's employee stock
options have characteristics significantly different from those of publicly
traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
Black-Scholes option-pricing model does not necessarily provide a reliable
single measure of the fair value of the Company's employee stock options.

(2) Net Capital

Tejas is subject to SEC Rule 15c3-1, Net Capital Requirements For Brokers or
Dealers (the "Rule"), which establishes minimum net capital requirements for
broker-dealers. The Rule is designed to measure financial integrity and
liquidity in order to assure the broker-dealer's financial stability within the
securities market. The net capital required under the Rule depends in part upon
the activities engaged in by the broker-dealer.

Tejas elects to use the basic method of the Rule, which requires it to maintain
minimum net capital equal to the greater of $250,000 or 6-2/3% of aggregate
indebtedness. Minimum net capital requirements may be as great as $1,000,000
depending upon the number and value of securities in which Tejas makes markets.
As of March 31, 2003, Tejas' net capital of $1,121,738 was $849,944 in excess of
the minimum required. Tejas' ratio of aggregate indebtedness to net capital was
3.63 to 1 at March 31, 2003.

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WESTECH CAPITAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(3) Notes Payable and Notes Payable to Stockholder

In March 2002, the Company entered into a term loan agreement with a bank to
borrow $2,500,000 for operating purposes. The loan was originally due and
payable on demand or by March 15, 2003 if no demand was made. The loan accrues
interest at 5.5% per annum. On March 15, 2003, the Company extended the maturity
date of the loan to March 15, 2004. The balance of the loan was $1,150,050 as of
March 31, 2003.

On August 8, 2002, the Company entered into an unsecured promissory note
agreement with John Gorman, Chairman and Chief Executive Officer, to borrow
$1,000,000. Under the terms of the promissory note, the Company will make twenty
monthly installment payments of $50,000, plus accrued interest, which commenced
on September 8, 2002. The promissory note accrues interest at 11.5% per annum.
The balance of the promissory note was $650,000 as of March 31, 2003.

On October 30, 2002, the Company entered into an agreement with a bank to borrow
$500,000 for operating purposes at Tejas. The loan is due on demand or by May 1,
2004 if no demand is made. The loan accrues interest at prime plus 1.5% and is
to be paid in equal monthly payments which commenced on December 1, 2002. The
balance of the loan was $390,200 as of March 31, 2003.

(4) Earnings Per Share

Basic earnings per share are based on the weighted average shares outstanding
without any dilutive effects considered. Diluted earnings per share reflects
dilution from all contingently issuable shares, including options issued during
the three month periods ended March 31, 2003 and 2002. Contingently issuable
shares are not included in the weighted average number of shares when the
inclusion would increase net income per share or decrease the net loss per
share.

Earnings per share are calculated as follows.

The Company has included the dilutive effect of 222,063 options to purchase
shares of the Company's common stock for the three months ended March 31, 2002,
in the computation of diluted earnings per share. Of the 222,063 options issued
by the Company, 54,717 shares are included as dilutive securities on a weighted
average basis for the three months ended March 31, 2002. Options to purchase
262,063 and 260,856 shares of the Company's common stock for the three months
ended March 31, 2003 and 2002, respectively, were not included in the
computation of diluted earnings per share because the options were antidilutive.

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WESTECH CAPITAL CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(5) Industry Segment Data

Westech has two reportable segments: brokerage services and investment banking.
The primary operating segment, brokerage services, includes sales, trading and
market-making activities of Westech and encompasses both retail and
institutional customer accounts. These segments require the commitment of
significant human capital and financial resources, as well as industry specific
skills. The investment-banking segment participates in underwriting of corporate
securities as a managing underwriter and a syndicate member, and provides
advisory services to companies.

The following table presents segment revenues, income before income tax expense,
and assets for the three months ended March 31, 2003.

The following table presents segment revenues, income before income tax expense,
and assets for the three months ended March 31, 2002.

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

Forward Looking Statements and Risk Factors

From time to time, we make statements (including some contained in this report)
which predict or forecast future events or results, which depend on future
events for their accuracy, which embody projections or that otherwise contain
"forward-looking information." These statements may relate to anticipated
revenues or earnings per share, the adequacy of our capital and liquidity or the
adequacy of our reserves for contingencies, including litigation.

We caution you that any forward-looking information provided by us or on our
behalf is not a guarantee of future performance. Actual results may differ
materially as a result of various factors, many of which are outside of our
control, including the rapidly changing business environment and our limited
administrative, operational, financial and other resources; our dependence on
third party vendors to provide critical services; unanticipated changes in
economic or political trends impacting business and finance, particularly those
resulting in downward changes in volumes and price levels of securities
transactions; customer defaults on indebtedness to us; our potential failure to
comply with various regulatory requirements or to maintain net capital levels;
and other factors discussed under the heading "Quantitative and Qualitative
Disclosure About Market Risk," and those discussed in our annual report on Form
10-K and other periodic reports filed with and available from the Securities and
Exchange Commission.

All forward-looking statements speak only as of the date on which they are made
and we undertake no obligation to update them to reflect events of circumstances
occurring after the date on which they were made or to reflect the occurrence of
unanticipated events.

Results of Operations

The revenues and operating expenses of the Company's operating subsidiary,
Tejas, are influenced by fluctuations in the equity and debt markets, general
economic and market conditions, as well as Tejas' ability to identify investment
opportunities for its trading accounts and its customer accounts. Currently,
Tejas revenue is derived primarily from principal debt and equity transactions,
which generate both commission revenue and investment income.

The Company's total revenues increased by $3,263,386 or 53% to $9,374,121 for
the three months ended March 31, 2003, compared to the prior year period. The
reasons for the increase are set forth below.

Commission revenues from principal and agency transactions increased $4,769,226
or 103% to $9,404,690 for the three months ended March 31, 2003. The increase is
the result of an increase in distressed securities commissions from the same
period in the prior year.

Underwriting and investment banking income increased $14,937 or 295% to $20,000
for the three months ended March 31, 2003. The increase in investment banking
revenues for the three months ended March 31, 2003 is due to an increase in
advisory fees earned.

Net dealer inventory and investment income (loss) decreased by $1,479,878 or
102% to $(30,726) for the three months ended March 31, 2003. The decrease in
inventory and investment income for the three months ended March 31, 2003
resulted from trading activity in distressed corporate debt securities. Net
unrealized trading gains for the three months ended March 31, 2003 were
$1,236,908. Net realized trading losses for the three months ended March 31,
2003 were $(1,492,561).

For the three months ended March 31, 2003, other income (loss) decreased by
$40,899 or 194% to $(19,843). The decrease for the three months ended March 31,
2003 resulted from a loss on the disposition of property and equipment.

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Total expenses increased by $2,779,305 or 48% to $8,555,640 for the three months
ended March 31, 2003. Net income for the three months ended March 31, 2003
increased by $300,413 or 162% to $485,629. The explanations for the changes are
set forth below.

Commissions, employee compensation and benefits increased $2,542,511 or 56% to
$7,045,029 for the three months ended March 31, 2003. Commission expense
increased $2,563,514 or 116% to $4,782,252 for the three months ended March 31,
2003. The increase in commission expense for the period is due to the increase
in commission revenues. General and administrative salaries and other employee
benefits experienced a 3% decrease as a result of lower quarterly bonuses for
the three months ended March 31, 2003.

Clearing and floor brokerage costs increased $27,344 or 29% to $121,227 for the
three months ended March 31, 2003. The overall increase in clearing and floor
brokerage costs for the three months ended March 31, 2003 resulted from greater
trading activity in the over-the-counter equity markets and on the national
exchanges. Much of the cost increase is attributable to an increase in
institutional equity trading activity.

Communications and occupancy charges increased $124,666 or 33% to $500,598 for
the three months ended March 31, 2003. The increase for the three months ended
March 31, 2003 is due an increase in telecommunications costs associated with
the New Jersey office and additional systems needed for institutional equity
trading activities.

Professional fees for the three months ended March 31, 2003 increased $56,834 or
26% to $278,792. The increase is due to the accrual of additional legal fees.

Interest expense, excluding trading interest expense, for the three months ended
March 31, 2003 increased $7,833 or 22% to $42,796. The increase is due to the
addition of the October 2002 note payable to a bank.

Other expenses increased $20,117 or 4% to $567,198 for the three months ended
March 31, 2003. The overall increase in other expenses during the three months
ended March 31, 2003 is the result of increases in general and administrative
services needed to support administrative infrastructure.

Income tax expense increased $183,668 or 123% to $332,852 for the three months
ended March 31, 2003. The overall increase in income tax expense for the three
months ended March 31, 2003 is due to the increase in taxable income during the
respective period. The Company's effective tax rate was 41% for the three months
ended March 31, 2003.

Liquidity and Capital Resources

As a broker-dealer, the Company is required to maintain a certain level of
liquidity or net capital in accordance with NASD regulations. Factors affecting
the Company's liquidity include the value of securities held in trading
accounts, the value of non-current assets, the amount of unsecured receivables,
and the amount of general business liabilities, excluding amounts payable to its
clearing organization and NASD approved subordinated debt.

The Company's inventory balance fluctuates daily based on the current market
value and types of securities held. The Company typically invests in securities
in which it provides research coverage. The types of securities may include
publicly traded debt, equity, options and private security issuances. As a
market maker, the Company provides bid and ask quotes on certain equity
securities on the NASDAQ market. The Company's ability to generate revenues from
market making activities may depend upon the level and value of securities held
in inventory.

Market values for some of the securities may not be easily determinable
depending upon the volume of securities traded on open markets, the operating
status of the companies or the types of securities issued by companies. If the
underlying securities of a company become illiquid, the Company's liquidity may
be affected depending on the value of the securities involved. During times of
general market declines, the

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Company may experience market value losses, which ultimately affects the
liquidity of the Company through its broker-dealer net capital requirements. In
addition, the Company may decide not to liquidate its security holdings to
increase cash availability if management believes a market turnaround is likely
in the near term or if management believes the securities are undervalued in the
current market.

The Company utilizes the receivable balance from its clearing organization to
fund operating activities. The receivable balance at the clearing organization
is also used to secure temporary financing for the purchase of investments in
the Company's trading accounts. The receivable balance held at the clearing
organization may fluctuate depending on factors such as the market valuation of
securities held in the Company's trading accounts, realized trading profits,
commission revenue, cash withdrawals and clearing costs charged to the Company
for conducting its trading activities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's principal business activities are, by their nature, risky and
volatile and are directly affected by economic and political conditions and
broad trends in business and finance in the national and international markets.
Any one of these factors may cause a substantial decline in the securities
markets, which could materially affect the Company's business. Managing risk is
critical to the Company's profitability and to reducing the likelihood of
earnings volatility. The Company's risk management policies and procedures have
been established to continually identify, monitor and manage risk. The major
types of risk that the Company faces include credit risk, operating risk and
market risk.

Credit risk is the potential for loss due to a customer or counterparty failing
to perform its contractual obligation. The Company clears its securities
transactions through a clearing organization. Under the terms of the clearing
agreement, the clearing organization has the right to charge the Company for its
losses that result from its customers' failure to fulfill their contractual
obligations. In order to mitigate risk, the Company's policy is to monitor the
credit standing of its customers and maintain collateral to support customer
margin balances. Further, significant portions of the Company's assets are held
at its clearing organization, Correspondent Services Corporation. Therefore, the
Company could incur substantial losses if its clearing organization were to
become insolvent or otherwise unable to meet its financial obligations.
Correspondent Services Corporation has in excess of $200 million in capital and
has historically met all of its obligations to the Company.

Operating risk arises from the daily conduct of the Company's business and
relates to the potential for deficiencies in control processes and systems,
mismanagement of Company activities or mismanagement of customer accounts by its
employees. The Company relies heavily on computer and communication systems in
order to conduct its brokerage activities. Third party vendors, such as the
clearing organization and news and quote providers, provide many of the systems
critical to the Company's business. The Company's business could be adversely
impacted if any of these systems were disrupted. The Company mitigates the risk
associated with systems by hiring experienced personnel, and providing employees
with alternate means of acquiring or processing information. In order to
mitigate the risk associated with mismanagement of Company activities or
customer accounts, the Company utilizes compliance and operations personnel to
review the activities of administrative and sales personnel. In addition, the
activities of management are actively reviewed by other members of management on
a regular basis and by the Board of Directors.

The Company's primary market risk exposure is to market price changes and the
resulting risk of loss that may occur from the potential change in the value of
a financial instrument as a result of price volatility or changes in liquidity
for which the Company has no control. Securities owned by the Company are either
related to daily trading activity or the Company's principal investing
activities. Market price risk related to trading securities is managed primarily
through the daily monitoring of funds committed to the various types of
securities owned by the Company and by limiting exposure to any one investment
or type of investment.

The Company's trading securities were $6,811,096 in long positions and $697,903
in short positions at March 31, 2003. These trading securities may be exchange
listed, Nasdaq or other over-the-counter

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securities on both long and short positions. The potential loss in fair value,
using a hypothetical 10% decline in prices, is estimated to be approximately
$751,000 as of March 31, 2003. A 10% hypothetical decline was used to represent
a significant and plausible market change.

The Company's investment securities are typically those reported on by the
Company's research analysts. These positions often consist of high-yield debt
securities and the related equity securities. The Company monitors this risk by
maintaining current operating and financial data on the companies involved, and
projecting future valuations based upon the occurrence of critical future
events. Any transactions involving the investment securities are typically based
upon recommendations of the Company's research analysts versus current market
performance.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of
our management, including our Chief Executive Officer, Chief Financial Officer
and Director of Finance, of the effectiveness of the design and operation of our
disclosure controls and procedures within 90 days before the filing of this
quarterly report. Based on that evaluation, our management, including our Chief
Executive Officer, Chief Financial Officer and Director of Finance, concluded
that our disclosure controls and procedures were effective. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to their evaluation

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material changes to the claims or legal actions in which the
Company is involved since December 31, 2002. Additionally, there are no other
liabilities arising from claims or legal actions that management believes would
have a significant adverse effect on the consolidated financial position or
results of operations of the Company.

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ITEM 6. EXHIBITS AND REPORTS ON 8-K

a) Exhibits

Exhibit list

b) Current reports on Form 8-K

None.

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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.

Westech Capital Corp.

Date: May 14, 2003

/s/ JOHN J. GORMAN
-------------------------------------------
John J. Gorman
Chief Executive Officer

/s/ KURT J. RECHNER
-------------------------------------------
Kurt J. Rechner
Chief Financial Officer

/s/ JOHN F. GARBER
-------------------------------------------
John F. Garber
Director of Finance (Principal
Accounting Officer)

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CERTIFICATIONS

I, John J. Gorman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Westech
Capital Corp.;

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 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 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.

Date: May 14, 2003
/s/ JOHN J. GORMAN
-----------------------------------
John J. Gorman
Chief Executive Officer

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I, Kurt J. Rechner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Westech
Capital Corp.

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 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 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.

Date: May 14, 2003

/s/ Kurt J. Rechner
-----------------------------------
Kurt J. Rechner
Chief Financial Officer

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* Filed herewith.

+ Management Contract or compensatory plan or arrangement.

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