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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 0R 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2002 Commission File Number 0-1437
- --------------------------------------------------------------------------------
THE FIRST REPUBLIC CORPORATION OF AMERICA
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-1938454
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
302 Fifth Avenue, New York, NY 10001
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (212) 279-6100
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report:
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Sections 13 and 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days:
Yes X No
------- -------
As of November 12, 2002, there were 667,534 shares of common stock outstanding.
PART 1. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, JUNE 30,
2002 2002
---- ----
(UNAUDITED) (SEE NOTE BELOW)
ASSETS
Current Assets
Cash and Cash Equivalents $935,224 $3,401,100
Accounts Receivable 5,706,109 5,543,019
Inventories (Note 2) 8,781,356 7,405,726
Other Current Assets 7,670,730 5,897,496
---------- ---------
Total Current Assets 23,093,419 22,247,341
----------- ----------
Property, Plant and Equipment 73,946,737 73,693,612
Less: Accumulated Depreciation 33,455,023 32,995,059
----------- ----------
Net Property, Plant and Equipment 40,491,714 40,698,553
----------- ----------
Investments in and advances to affiliated entities 16,651,800 16,351,065
Other Assets 19,827,716 19,684,857
----------- ----------
TOTAL ASSETS $100,064,649 $98,981,816
============= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $7,866,199 $6,113,261
----------- ----------
Long-Term Debt 23,794,437 24,043,987
----------- ----------
Other Liabilities 2,004,086 2,023,147
---------- ---------
Stockholders' Equity:
Common Stock 1,175,261 1,175,261
Other Stockholders' Equity 65,224,666 65,626,160
----------- ----------
Total Stockholders' Equity 66,399,927 66,801,421
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $100,064,649 $98,981,816
============= ===========
NOTE: THE BALANCE SHEET AT JUNE 30, 2002 HAS BEEN DERIVED FROM AUDITED FINANCIAL
STATEMENTS AT THAT DATE AND CONDENSED.
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended
September 30,
2002 2001
---- ----
REVENUES
Sales-Textile and Seafood $6,955,792 $7,809,353
Real Estate and Hotel Operations 5,386,526 5,375,836
Other 418,726 522,865
-------- -------
Total Revenues 12,761,044 13,708,054
----------- ----------
Expenses
Cost of Sales - textile and seafood 7,058,110 8,151,490
Operating-real estate and hotel 2,608,869 2,479,635
Selling, general & administrative 1,738,185 1,779,615
Depreciation and amortization 935,325 1,070,405
Real estate taxes 447,561 477,929
Interest 506,072 581,671
Minority interests' share of loss of subsidiaries (489,469) (507,883)
--------- ---------
Total Expenses 12,804,653 14,032,862
----------- ----------
Loss before income taxes and
equity in loss of affiliated entities (43,609) (324,808)
Equity in loss of affiliated entities (252,668) (96,495)
Income taxes - Note 3 (100,000) (100,000)
--------- ---------
Net Loss ($396,277) ($521,303)
========== ==========
Loss per share:
Net loss - basic and diluted ($0.59) ($0.78)
======= =======
Weighted average shares outstanding
Basic and diluted 667,571 668,537
-------- -------
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THE FIRST REPUBLIC CORPORATION OF AMERICA
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Three months ended
September 30,
2002 2001
---- ----
OPERATING ACTIVITIES
Net Loss ($396,277) ($521,303)
Adjustments to Reconcile Net Loss
Cash Used in Operating Activities:
Depreciation and Amortization 935,325 1,070,405
Minority Interests' Share of Loss in
Subsidiaries (489,469) (507,883)
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivables (163,090) 611,843
Increase in Inventories (1,375,630) (340,601)
Increase in Other Current Assets (1,773,234) (163,112)
Decrease in Current Liabilities (247,063) (2,088,997)
Decrease in Other Liabilities (19,061) (385,304)
-------- ---------
NET CASH USED IN OPERATIONS (3,528,498) (2,324,952)
----------- -----------
INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (728,486) (839,781)
Other 45,875 333,265
------- -------
NET CASH USED IN INVESTING ACTIVITIES (682,611) (506,516)
--------- ---------
FINANCING ACTIVITIES
Proceeds from notes payable to bank 200,000 ------
Payments on Mortgages and Notes Payable to Banks (249,550) (225,817)
Other Financing Activities (5,217) (8,725)
------- -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,745,233 (234,542)
---------- ---------
DECREASE INCREASE IN CASH AND CASH EQUIVALENTS (2,465,876) (3,066,010)
Cash and Cash Equivalents at Beginning of Period 3,401,100 5,169,899
---------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $935,244 $2,103,889
========= ==========
SEE NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
AND SUBSIDIARIES
----------------
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------
The accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three month period ended September 30, 2002 are not necessarily indicative of
the results that may be expected for the year ended June 30, 2003. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
June 30, 2002.
2. INVENTORIES
-----------
SEPTEMBER 30, JUNE 30,
2002 2002
---- ----
Work-in process and
raw materials $ 1,594,337 $ 1,458,175
Finished goods 7,187,019 5,947,551
------------ ------------
$ 8,781,356 $ 7,405,726
------------ ------------
3. INCOME TAXES
------------
THREE MONTHS ENDED
SEPTEMBER 30,
2002 2001
---- ----
Federal $ -- $ --
State 100,000 100,000
---------- ----------
$ 100,000 $ 100,000
---------- ----------
4. EARNINGS PER SHARE
------------------
Earnings per share are based upon the weighted average shares outstanding. The
Company does not have any dilutive securities.
5. INDUSTRY SEGMENTS
-----------------
THREE MONTHS ENDED
SEPTEMBER 30,
2002 2001
----- ----
REVENUES:
REAL ESTATE $ 3,641,535 $ 3,737,006
HOTEL 1,775,119 1,638,830
SEAFOOD 5,131,008 5,470,085
TEXTILE 2,205,244 2,339,268
CORPORATE AND OTHER 8,138 522,865
------------ ------------
$ 12,761,044 $ 13,708,054
============ ============
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
AND SUBSIDIARIES
----------------
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------
CONTINUED
---------
SEPTEMBER 30,
2002 2001
----- ----
IDENTIFIABLE ASSETS:
REAL ESTATE $ 31,590,819 $ 33,680,610
HOTEL 4,350,052 5,004,564
SEAFOOD 33,080,299 30,913,938
TEXTILE 8,349,193 9,034,826
CORPORATE 22,694,286 22,768,043
-------------- -------------
$ 100,064,649 $ 101,401,981
============== =============
Results of operations are shown in Management's Discussion and Analysis of
Financial Condition and Results of Operations.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
(IN THOUSANDS)
------------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital for the three months ended September 30, 2002 decreased by
approximately $907 to $15,227. Net cash used in operating activities was
approximately $3,528. Net cash provided by financing activities was
approximately $1,745. Net cash of approximately $683 was used in investing
activities.
The Company's credit agreement with its principal lender provides for a $9,000
term loan with an interest rate of 7.5% per annum and a $3,000 revolving line of
credit with an interest rate equal to either (a) LIBOR plus 2% or, (b) the
Alternate Base Rate (as defined) plus 0.50%. These loans are also collateralized
by a mortgage on the East Newark Industrial Center. The term loan requires
amortization payments of $359 per annum. Both loans matured on October 21, 2002
and were extended to December 21, 2002. The lender has agreed, subject to
completion of due diligence and documentation to extend the loans for an
additional five years. At September 30, 2002 the term loan balance was $7,266
and $2,000 was outstanding under the revolving line of credit.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
--------------
RESULTS OF OPERATIONS
- ---------------------
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
----------------------------------------------
Income from operations before income taxes and minority interests increased
$143. The components are as follows
(DECREASE)
2002 2001 INCREASE
---- ---- --------
Real Estate $ 1,099 $ 1,183 $ (84)
Hotel 190 103 87
Seafood (1,105) (1,281) 176
Textiles 32 (220) 252
Corporate (1,002) (714) (288)
-------- -------- -------
$ (786) $ (929) $ 143
-------- -------- -------
REAL ESTATE
- -----------
REVENUES DECREASED $95 AND EARNINGS DECREASED $84.
HOTEL
- -----
REVENUES INCREASED $136 OVER LAST YEAR DUE TO HIGHER ROOM RENTAL RATES.
HOTEL EARNINGS INCREASED $87 AS A RESULT OF THE HIGHER REVENUES.
SEAFOOD
- -------
REVENUES DECREASED $339 IN THE CURRENT PERIOD. LOSSES CONTINUED IN THE
SEAFOOD DIVISION DUE PRIMARILY TO COSTS ASSOCIATED WITH THE CLOSING OF THE
COMPANY'S CLAM OPERATION IN JULY 2002, CONTINUING LOSSES IN ECUADOR DUE TO LOWER
THAN ANTICIPATED SHRIMP PRODUCTION AND LOSSES AT OUR FLORIDA OPERATION, CAUSED
BY A LACK OF DOMESTIC SCALLOPS. LOSSES IN ECUADOR WERE $746 THIS YEAR AS
COMPARED TO LAST YEARS LOSS OF $726 DUE PRINCIPALLY TO THE CONTINUATION OF THE
WHITE SPOT VIRUS IN ECUADOR THAT HAS DECIMATED THAT COUNTRY'S SHRIMP PRODUCTION.
SCALLOP OPERATIONS IN FLORIDA LOST $131 AS COMPARED TO A LOSS LAST YEAR OF $329.
BLUEPOINTS DOMESTIC OPERATIONS HAD A LOSS OF $228 AS COMPARED TO A LOSS OF $226
LAST YEAR.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
--------------
TEXTILES
- --------
Hanora Spinning's earnings increased $31 to $125 for the quarter. Hanora
South and J & M Dyers recognized a combined loss of $53 compared to last year's
loss of $277. Losses were reduced as a result of the closing and subsequent sale
of the Hanora South plant last year. Whitlock Combing incurred a loss of $40 in
the current period as compared to a loss of $37 last year relating to its
property in South Carolina which is being offered for sale. Overall, textile
revenues decreased $134.
CORPORATE/OTHER
- ---------------
Corporate expenses, including interest on the Company's term loan and
revolving line of credit, increased by $288 due substantially to a reduction in
interest income of $90 and in miscellaneous income received last year.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
Management's discussion and analysis of financial condition and results of
operations is based upon the Company's consolidated financial statements, which
have been prepared in accordance with GAAP. The preparation of these financial
statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses. The Company
bases its estimates on historical experience and assumptions that are believed
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying value of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The Company believes the
following critical accounting policies affect its significant judgments and
estimates used in the preparation of its consolidated financial statements.
VALUATION OF PROPERTY HELD FOR USE AND SALE
On a quarterly basis, the Company reviews the carrying value of both properties
held for use and for sale. The Company records impairment losses and reduces the
carrying value of properties when indicators of impairment are present and the
expected undiscounted cash flows related to those properties are less than their
carrying amounts. In cases where the Company reduces its carrying cost to fair
value, and for properties held for sale, the Company reduces its carrying value
to fair value less costs to sell. Management does not believe that the value of
the properties held for sale or properties in use are impaired as of September
30, 2002.
VALUATION OF INVESTMENTS IN AND ADVANCES TO AFFILIATED ENTITIES
On a quarterly basis, the Company reviews the carrying value of the investments
in and advances to affiliated entities. Although the seafood operations of the
Company (particularly the Ecuadorian seafood operations) continue to generate
operating losses management believes that the investments that it currently
making will return the operations to profitability. If the Company is
unsuccessful in its efforts, an impairment write-down, which may be material,
will be required. Management does not believe that the carrying amount of the
investments in and advances to affiliated entities are impaired as of September
30, 2002.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS - CONTINUED
-------------------------------------
(IN THOUSANDS)
--------------
FORWARD-LOOKING STATEMENTS
- --------------------------
CERTAIN STATEMENTS MADE IN THIS REPORT MAY CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED AND SECTION 21B OF THE SECURITIES ACT OF 1934, AS AMENDED. SUCH
FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF THE COMPANY AND ITS MANAGEMENT AND INVOLVE KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT
FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS. SUCH FACTORS INCLUDE, AMONG OTHER THINGS, THE
FOLLOWING: THE ABILITY OF THE COMPANY TO INCREASE PRODUCTION AT ITS ECUADORIAN
SHRIMP FARMS AND TO ADDRESS THE VIRUS PROBLEM THAT IS AFFECTING SHRIMP
PRODUCTION IN ECUADOR, THE AVAILABILITY OF SCALLOPS IN THE AREA COVERED BY THE
COMPANY'S CAPE CANAVERAL, FLORIDA OPERATIONS, THE SUCCESS OF THE COMPANY'S
POLYCULTURE PROCESS, MARICULTURE SYSTEM, TOLERINE PRODUCT AND MICRO-SCREENING
EFFORTS, DEMAND FOR THE COMPANY'S TEXTILE SERVICES, AND GENERAL ECONOMIC AND
BUSINESS CONDITIONS, WHICH WILL, AMONG OTHER THINGS, AFFECT THE DEMAND FOR SPACE
AND ROOMS AT THE COMPANY'S REAL ESTATE AND HOTEL PROPERTIES, THE AVAILABILITY
AND CREDITWORTHINESS OF PROSPECTIVE TENANTS, LEASE RENTS AND TERMS AND
AVAILABILITY OF FINANCING; AND ADVERSE CHANGES IN THE REAL ESTATE MARKETS,
INCLUDING, AMONG OTHER THINGS, COMPETITION WITH OTHER COMPANIES, RISK OF REAL
ESTATE DEVELOPMENT AND ACQUISITION, GOVERNMENTAL ACTIONS AND INITIATIVES AND
ENVIRONMENTAL SAFETY REQUIREMENTS.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
NOT APPLICABLE
ITEM 4. CONTROLS AND PROCEDURES
WITHIN 90 DAYS OF THE FILING OF THIS REPORT THE CHIEF EXECUTIVE
OFFICER AND THE CHIEF FINANCIAL OFFICER OF THE COMPANY HAVE
EVALUATED THE DISCLOSURE CONTROLS AND PROCEDURES OF THE COMPANY
AS DEFINED IN EXCHANGE ACT RULE 13 A-14(C) AND HAVE DETERMINED
THAT SUCH CONTROLS AND PROCEDURES ARE ADEQUATE AND EFFECTIVE.
SINCE THE MOST RECENT EVALUATION, THERE HAVE BEEN NO SIGNIFICANT
CHANGES IN THE COMPANY'S INTERNAL CONTROLS OR OTHER FACTORS THAT
COULD SIGNIFICANTLY AFFECT THOSE CONTROLS.
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS
THERE HAVE BEEN NO MATERIAL LEGAL PROCEEDINGS BEYOND THOSE PREVIOUSLY DISCLOSED
IN THE REGISTRANTS FILED ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED JUNE 30,
2002.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(A) EXHIBITS:
---------
99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
99.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
(B) FORM 8-K
--------
NO REPORTS ON FORM 8-K WERE REQUIRED TO BE FILED DURING THE PERIOD
COVERED BY THIS REPORT.
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.
THE FIRST REPUBLIC CORPORATION OF AMERICA
-----------------------------------------
REGISTRANT
DATE: NOVEMBER 14, 2002 /s/ HARRY BERGMAN
----------------------------------
HARRY BERGMAN
PRESIDENT AND TREASURER
CERTIFICATION
I, Harry Bergman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The First Republic
Corporation of America;
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
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 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: 11/14/02 /s/ HARRY BERGMAN
---------------------------------------------
Harry Bergman
Chief Financial and Chief Accounting Officer
CERTIFICATION
I, Jonathan P. Rosen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The First Republic
Corporation of America;
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
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 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: 11/14/02 /s/ Jonathan P. Rosen
---------------------------------
Jonathan P. Rosen
Chief Executive Officer