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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to ________
Commission file number 0-25198
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3973627
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11859 South Central Avenue
Alsip, Illinois 60803
---------------------
(Address of principal executive offices)
(Zip Code)
(708) 293-4050
--------------
(Registrant's telephone number, including area code)
N/A
---
(Former name, former address and former fiscal year,
if changed since 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 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 whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No X
----- -----
The number of shares of issuer's Common Stock, par value $.01 per share,
outstanding as of May 12, 2003 was 8,224,949 shares.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page(s)
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2003 (Unaudited) and December 31, 2002 3
Consolidated Statements of Operations
(Unaudited) - for the three months ended
March 31, 2003 and 2002 4
Consolidated Statements of Cash Flows
(Unaudited) - for the three months ended
March 31, 2003 and 2002 5
Notes to Condensed Financial Statements (Unaudited) 6 - 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk 10
Item 4. Controls and Procedures 10
PART II. OTHER INFORMATION
Items 1 through 5 are not applicable to the Company in this report 10
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 11
Certificate of Chief Executive Officer 12
Certificate of Chief Financial Officer 13
EXHIBIT II - COMPUTATION OF EARNINGS PER SHARE
EXHIBIT 99.1 CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
2
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
March 31, 2003 December 31, 2002
--------------- -----------------
(Unaudited)
Assets
------
Current assets:
Cash $ 575,142 $ 237,600
Accounts receivable - trade, net 13,740,851 12,702,701
Inventories 15,137,841 17,051,952
Deferred income taxes 240,000 240,000
Prepaid expenses and other current assets 412,639 215,987
--------------- -----------------
30,106,473 30,448,240
--------------- -----------------
Property and equipment, net 4,136,386 4,175,208
--------------- -----------------
Other assets:
Goodwill, net 480,498 480,498
Due from stockholders 351,354 345,296
Other assets 687,377 695,542
--------------- -----------------
1,519,229 1,521,336
--------------- -----------------
$ 35,762,088 $ 36,144,784
--------------- -----------------
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable, trade $ 11,411,797 $ 10,212,291
Accrued expenses and other current liabilities 2,126,033 2,608,466
Subordinated debenture, current portion 83,631 84,020
Long-term indebtedness , current portion 294,291 356,663
--------------- -----------------
13,915,752 13,261,440
--------------- -----------------
Long-term liabilities:
Revolving line of credit 16,860,569 16,949,821
Subordinated debenture, non-current portion 1,092,486 1,109,986
Long-term indebtedness, non-current portion 79,436 110,510
Deferred rent expense 30,419 30,419
--------------- -----------------
18,062,910 18,200,736
--------------- -----------------
Stockholders' equity:
Preferred stock (authorized 2,000,000 shares, $.01 par value, 3,014 3,014
201,438 shares of Series A and 100,000 shares of Series B issued
and outstanding)
Common stock (authorized 30,000,000 shares, $.01 par value, 82,249 82,249
8,224,949 shares issued and outstanding at March 31, 2003 and
December 31, 2002)
Additional paid-in-capital 15,208,441 15,208,441
Accumulated deficit (10,619,076) (9,644,606)
Accumulated other comprehensive loss (836,552) (904,340)
Stock subscription receivable (54,650) (62,150)
--------------- -----------------
3,783,426 4,682,608
--------------- -----------------
$ 35,762,088 $ 36,144,784
--------------- -----------------
The accompanying notes are an integral part of the financial statements.
3
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
-------------------------------------
2003 2002
------------- ------------
Net sales $ 15,016,910 $ 17,410,042
Cost of sales 13,268,771 14,221,962
------------- ------------
Gross profit 1,748,139 3,188,080
Selling, general, and administrative expenses 2,491,562 2,671,346
------------- ------------
(Loss) income from operations (743,423) 516,734
Other expense:
Interest expense 238,841 363,417
Other (7,794) 1,406
------------- ------------
231,047 364,823
------------- ------------
(Loss) income before provision for income taxes (974,470) 151,911
Income tax provision - -
------------- ------------
Net (loss) income $ (974,470) $ 151,911
============= ============
Comprehensive (loss) income:
Net (loss) income $ (974,470) $ 151,911
Other comprehensive income (loss),
Foreign currency translation adjustment 67,788 (45,014)
------------- ------------
Comprehensive (loss) income $ (906,682) $ 106,897
============= ============
(Loss) earnings per share:
Basic $ (0.12) $ 0.02
Diluted $ (0.09) $ 0.01
Weighted average number of common shares outstanding:
Basic 8,224,949 8,120,406
Common stock equivalents resulting from
warrants and options 3,014,380 4,045,345
------------- ------------
Diluted 11,239,329 12,165,751
============= ============
The accompanying notes are an integral part of the financial statements
4
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
-------------------------------------
2003 2002
------------- ------------
Cash flows from operating activities:
Net (loss) income $ (974,470) $ 151,911
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
Depreciation and amortization 236,770 285,761
Provision for bad debts 47,612 85,519
Compensation expense for stock options - 9,900
Other, net 7,500 (12,013)
Changes in operating assets and liabilities:
Accounts receivable, trade (1,085,762) (1,012,955)
Inventories 1,914,111 936,130
Prepaid expenses and other current assets (221,040) (193,559)
Other assets - 55,376
Accounts payable, trade 1,199,508 (470,709)
Accrued expenses and other current liabilities (482,434) (475,767)
------------- ------------
Net cash provided by (used in) operating activities 641,795 (640,406)
Cash flows for investing activities:
Advances to stockholders, net (1,458) -
Purchase of property and equipment (102,820) (127,064)
------------- ------------
Net cash used in investing activities (104,278) (127,064)
Cash flows from financing activities:
Net decrease in revolving loan indebtedness (89,252) (367,647)
Principal payments on notes payable and
subordinated debt (111,335) (290,685)
Common stock issued by exercise of options - 595,624
------------- ------------
Net cash (used in) financing activities (200,587) (62,708)
Effect of exchange rate changes on cash 612 (45,014)
Net increase (decrease) in cash 337,542 (875,192)
Cash, beginning of period 237,600 976,585
------------- ------------
Cash, end of period $ 575,142 $ 101,393
============= ============
Supplemental disclosures of cash flow information:
Cash paid for interest $ 235,723 $ 371,087
============= ============
Cash paid for income taxes $ 1,900 $ -
============= ============
The accompanying notes are an integral part of the financial statements.
5
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. UNAUDITED INTERIM FINANCIAL STATEMENTS
Interim condensed financial statements are prepared pursuant to the requirements
for reporting on Form 10-Q. Accordingly, certain disclosures accompanying annual
financial statements prepared in accordance with generally accepted accounting
principles are omitted. For additional disclosures, see the Notes to
Consolidated Financial Statements contained in Universal Automotive Industries,
Inc. (the "Company") Annual Report on Form 10-K for the year ended December 31,
2002.
Our significant accounting policies are described in Note 2 to the Consolidated
Financial Statements contained in Universal Automotive Industries, Inc. (the
"Company") Annual Report on Form 10-K for the year ended December 31, 2002. The
application of these policies may require management to make judgments and
estimates about the amounts reflected in the financial statements. Management
uses historical experience and all available information to make these estimates
and judgments, and different amounts could be reported using different
assumptions and estimates.
In the opinion of management of the Company, all adjustments, consisting solely
of normal recurring adjustments, necessary for the fair presentation of the
financial statements for these interim periods have been included. The current
period's results of operations are not necessarily indicative of results, which
ultimately may be achieved for the year.
Certain reclassifications have been made for the period presented in the
financial statements to conform to the classifications presented in 2003.
2. INVENTORIES
March 31, 2003 December 31, 2002
-------------- -----------------
Finished goods $11,701,506 $13,815,563
Work in process 726,001 510,264
Raw materials 2,710,334 2,726,125
------------ --------------
$15,137,841 $17,051,952
------------ --------------
3. BASIS OF PRESENTATION
Net Loss Per Share
Warrants and options issued by the Company are only included in the computation
of weighted average number of shares, where their inclusion is not
anti-dilutive. For the three months ended March 31, 2003, common stock
equivalents are not included in the weighted average number of shares
outstanding in determining net loss per share.
Income Taxes
For the quarters ended March 31, 2003 and 2002, no provision for income taxes
has been provided. The Company believes that, consistent with accounting
principles generally accepted in the United States, it wasn't more likely than
not that the tax benefits associated with the balance of loss carryforwards and
other deferred tax assets will be realized through future taxable earnings or
alternative tax strategies. Accordingly, net deferred tax assets were offset
with a valuation allowance.
6
4. LASALLE INDEBTEDNESS
The LaSalle Credit Agreement contains certain limitations on dividends and
capital expenditures and requires the Company to satisfy certain financial tests
concerning defined minimum tangible net worth and debt service coverage. At
March 31, 2003, the Company was not in compliance with a certain financial
covenant. On May 20, 2003, LaSalle informed the Company that it would waive such
violation upon completion of required documentation that will include certain
modifications and amendments to the Credit Agreement.
5. RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2002, the FASB issued Statement of Financial Accounting
Standards ("SFAS") NO. 148, Accounting for Stock-Based Compensation-Transition
and Disclosure, which (i) amends SFAS No. 123, Accounting for Stock-Based
Compensation to add two new transitional approaches when changing from
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees intrinsic value method of accounting for stock-based employee
compensation to the SFAS No. 123 fair value method and (ii) amends ABO Opinion
No. 28 Interim Financial Reporting to call for disclosure of SFAS No. 123
pro-forma information on a quarterly basis. The Company has elected to adopt the
disclosure only provisions of SFAS No. 148 and will continue to follow ABO
Opinion No. 25 and the related interpretations in accounting for the stock
options granted to its employees and directors. Accordingly, employee and
director compensation expense is recognized only for those options whose price
is less than fair market value at the measurement date.
6. STOCK-BASED COMPENSATION
The Company has elected to follow APB Opinion NO. 25, Accounting for Stock
Issued to Employee, and related interpretations in accounting for the stock
options granted to employees and directors. Accordingly, employee and director
compensation expense is recognized only for those options whose price is less
than fair market value at the measurement date. The Company has adopted the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, as amended.
Had the compensation cost for the Company's stock options plans been determined
in accordance with SFAS No. 123, the Company's reported earnings per share for
the three month periods ending March 31, 2003 and 2002, would differ by less
than $.01 per share from that which would have been recorded using the
Black-Scholes option valuation method.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS(1)
GENERAL
We are a manufacturer and distributor of brake rotors, drums, disc brake
pads, relined brake shoes, non-asbestos friction lining, and a complete line of
hydraulic parts. We believe that we are the leading supplier of "value line"
brake parts (brake parts sold at prices below those of certain leading national
brand name brake parts) to mass-market retailers, traditional warehouse
distributors and specialty undercar distributors in North America.(1)
RESULTS OF OPERATIONS
Three Months Ended March 31, 2003 Compared To Three Months Ended March 31, 2002
Net sales for the three months ended March 31, 2003 decreased $2,393,132 or
13.8% over the same quarter in 2002 to $15,016,910. The decreased sales were a
result of the absence of a new customer rollout which occurred in 2002, price
deflation in the drum & rotor product segment and a general slow-down in
economic activity partially offset by increases in commodity sales of non-brake
part products.
Gross profit for the three months ended March 31, 2003 is $1,748,139 or 11.6% of
net sales compared to $3,188,080 or 18.3% in the same period of 2002, a decrease
of $1,439,941 or 45.2%. Reduced gross margins on the lower sales volume, under
absorption of fixed overheads at the friction manufacturing facilities due to
reduced production levels and start-up costs associated with the relocation of
the rotor facility were partially offset by cost containment and reduction
initiatives.
Selling, general and administrative expenses of $2,491,562 (16.6% of net sales)
for the three months ended March 31, 2003 decreased by $179,784 when compared to
$2,671,346 (15.3% of net sales) for the same period in 2002. This reduction was
a result of reduced freight costs on the lower sales levels and cost containment
and reduction initiatives.
Other expense for the three months ended March 31, 2003 decreased $133,776 to
$231,047 from $364,823 for the same period of 2002. Interest expense decreased $
124,576 from the same period in 2002 due to lower borrowing levels on the
revolving line of credit coupled with lower interest rates.
Net loss for the three months ended March 31, 2003 was $974,470 compared to net
income of $151,911 for the same period in 2002. The decrease in net income is
attributed to reduced margins on lower sales, under absorption of manufacturing
costs due to reduced production levels and start-up costs associated with the
relocation of the rotor manufacturing facility offset by lower selling, general
and administrative expenses and reduced interest expense.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided in operating activities for the three months ended March 31,
2003 was $641,800 which was primarily due to (a) a reduction in inventories from
December 31, 2002 of $1,914,100, (b) increase in accounts payable of $1,199,500,
(c) non-cash items consisting of depreciation and amortization of $237,000,
offset by (e) the net loss for the period of $975,000, (f) an increase in
accounts receivable of
- -----------------------
(1) Some of the statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations, may be considered to be "forward
looking statements" since such statements relate to matters which have not yet
occurred. For example, phrases such as "the Company anticipates," believes" or
"expects" indicate that it is possible that the event anticipated, believed or
expected may not occur. Should such event not occur, then the result, which the
Company expected, also may not occur or may occur in a different manner, which
may be more or less favorable to the Company. The Company does not undertake any
obligation to publicly release the result of any revisions to these forward
looking statements that may be made to reflect any future event or
circumstances.
8
$1,085,800, (d) reduction in accrued expenses of $482,400 primarily resulting
from the payment of rebates accrued as of December 31, 2002 and (g) a decrease
in prepaid expenses and other current assets of $221,000.
Net cash used in investing activities was $104,300, which is attributable
primarily to leasehold improvements incurred in connection with the relocation
of the rotor manufacturing from Cuba, MO into the Alsip, IL facility.
Net cash used by financing activities was $200,600, consisting primarily of
reductions in borrowings under the Company's line of credit agreement of $89,300
and scheduled payments under term note and subordinated debt of $111,300.
The Company expects to continue to finance its operations through cash flow
generated from operations, borrowings under the Company's bank lines of credit
and credit from its suppliers.
Future contractual obligations of the Company are as follows:
CONTRACTUAL NEXT 12 AFTER
OBLIGATIONS TOTAL MONTHS 1 -3 YEARS 4 YEARS
- ----------- ----- ------ ---------- -------
Revolving loan $ 16,860,569 $ 0 $ 16,860,569 $ 0
- --------------------------------------------------------------------------------
Subordinated debt $ 1,176,117 $ 83,631 $ 1,092,486 $ 0
- --------------------------------------------------------------------------------
Long-term debt $ 375,166 $ 224,455 $ 150,711 $ 0
- --------------------------------------------------------------------------------
Capital leases $ 299,855 $ 134,595 $ 165,260 $ 0
- --------------------------------------------------------------------------------
Other long-term
obligations $ 34,712 $ 21,348 $ 13,364 $ 0
- --------------------------------------------------------------------------------
Operating leases $ 6,115,524 $ 1,567,218 $ 2,828,469 $ 1,719,837
- --------------------------------------------------------------------------------
SIGNIFICANT ACCOUNTING POLICIES
Our significant accounting policies are described in Note 2 to the Consolidated
Financial Statements contained in Universal Automotive Industries, Inc. (the
"Company") Annual Report on Form 10-K for the year ended December 31, 2002. The
application of these policies may require management to make judgments and
estimates about the amounts reflected in the financial statements. Management
uses historical experience and all available information to make these estimates
and judgments, and different amounts could be reported using different
assumptions and estimates.
RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2002, the FASB issued Statement of Financial Accounting Standards
("SFAS") NO. 148, Accounting for Stock-Based Compensation-Transition and
Disclosure, which (i) amends SFAS No. 123, Accounting for Stock-Based
Compensation to add two new transitional approaches when changing from
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees intrinsic value method of accounting for stock-based employee
compensation to the SFAS No. 123 fair value method and (ii) amends ABO Opinion
No. 28 Interim Financial Reporting to call for disclosure of SFAS No. 123
pro-forma information on a quarterly basis. The Company has elected to adopt the
disclosure only provisions of SFAS No. 148 and will continue to follow ABO
Opinion No. 25 and the related interpretations in accounting for the stock
options granted to its employees and directors. Accordingly, employee and
director compensation expense is recognized only for those options whose price
is less than fair market value at the measurement date.
9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We believe that our Company does not have significant exposure to market risk
associated with derivative financial instruments, other financial instruments,
or derivative commodity instruments. We previously utilized only limited
derivative financial instruments and did not use them for trading purposes and
have never used derivative commodity instruments. At March 31, 2003, there were
no such derivative instruments. The fair value of financial instruments, other
than debt instruments, closely approximates their carrying value. Because the
interest rate of the revolving loan and the term loan with LaSalle National Bank
adjusts with the changes in the market rate of interest, the Company believes
that the fair value is equivalent to the carrying value.
We believe the interest rate of seven percent (7.0%) on the subordinated
debenture is approximately equal to the current rate available for similar debt.
Accordingly, the fair value of this debenture approximates its carrying value.
ITEM 4. CONTROLS AND PROCEDURES.
We maintain a system of controls and procedures designed to provide reasonable
assurance as to the material reliability of the financial statements and other
disclosures included in this report as well as to safeguard assets from
unauthorized use or disposition. However, no cost effective systems of internal
controls will preclude all errors and irregularities, and management is
necessarily required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
We evaluated the effectiveness of the design and operation of our disclosure
controls and procedures under the supervision and with the participation of
management, including our chief executive officer and chief financial officer,
within 90 days prior to the filing date of the this report. Based upon that
evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic Securities
and Exchange Commission filings. No significant changes were made to our systems
of internal controls or other factors that could significantly affect these
disclosure controls and procedures subsequent to the date of their evaluation.
PART II OTHER INFORMATION
ITEMS 1 THROUGH 5 ARE NOT APPLICABLE TO THE COMPANY IN THIS REPORT.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibit II - Computation of Earnings Per Share
b) The Company did not file any reports on Form 8-K during the period covered by
this report.
10
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
/s/ ARVIN SCOTT
---------------
Date: May 20, 2003 Arvin Scott, Chief Executive Officer, President
(Principal Executive Officer)
/s/ ROBERT W. ZIMMER
--------------------
Robert W. Zimmer, Chief Financial Officer
(Principal Financial Officer)
/s/ PETER RIOFSKI
-----------------
Peter Riofski, Vice President & Controller
(Principal Accounting Officer)
11
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Arvin Scott, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Universal
Automotive Industries, 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 in order 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 (herein the "Certifying
Officers") 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, (collectively the
"Company") is made known to the Certifying Officers by others
within the Company, 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 the conclusions of the
Certifying Officers about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's Certifying Officers 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 (if any) 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 Certifying Officers 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 20, 2003
/s/ Arvin Scott
- ---------------
Arvin Scott
Chief Executive Officer
See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of
2002, which is also attached to this report.
12
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Robert W. Zimmer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Universal
Automotive Industries, 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 in order 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 (herein the "Certifying
Officers") 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, (collectively the
"Company") is made known to the Certifying Officers by others
within the Company, 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 the conclusions of the
Certifying Officers about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's Certifying Officers 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 (if any) 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 Certifying Officers 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 20, 2003
/s/ Robert W. Zimmer
- ---------------------
Robert W. Zimmer
Chief Financial Officer
See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of
2002, which is also attached to this report.
13