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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the transition period from                      to

Radyne ComStream Inc.

Registrant’s telephone number including area code: (602) 437-9620

     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 þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934.
Yes o No þ

     The number shares of the registrant’s common stock, which were outstanding as of the close of business on May 1, 2003, was 15,308,832.

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Part I
FINANCIAL INFORMATION

Item 1. Financial Statements.

Radyne ComStream Inc.
Condensed Consolidated Balance Sheets

See Notes to Condensed Consolidated Financial Statements

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Radyne ComStream Inc.
Condensed Consolidated Statements of Operations
Unaudited

See Notes to Condensed Consolidated Financial Statements

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Radyne ComStream Inc.
Condensed Consolidated Statements of Cash Flows
Unaudited

See Notes to Condensed Consolidated Financial Statements

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Radyne ComStream Inc.
Notes to Condensed Consolidated Financial Statements
(Information for March 31, 2003 and 2002 is Unaudited)

(1)		Unaudited Interim Condensed Consolidated Financial Statements
		In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal recurring nature, to present fairly the Company’s financial position, results of operations and cash flows. For further information, refer to the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year.
(2)		Goodwill and Other Intangible Assets
		The Company adopted Statement of Financial Accounting Standards No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets” on January 1, 2002, the first day of fiscal 2002. Therefore, the amortization of goodwill was suspended effective on that date. The Company also performed its transitional impairment analysis of goodwill as of January 1, 2002, as required by SFAS 142. This analysis yielded an impairment charge of $4.3 million, recorded in fourth quarter 2002 to be effective January 1, 2002 as a cumulative effect of change in accounting principle. The Company had no remaining goodwill on its balance sheet as of December 31, 2002.
(3)		Employee Stock Options
		The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations in accounting for its employee stock options and to adopt the “disclosure only” alternative treatment under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123). SFAS 123 requires the use of fair-value option valuation models that were not developed for use in valuing employee stock options. Under SFAS No. 123, deferred compensation is recorded for the excess of the fair value of the stock on the date of the option grant, over the exercise price of the option. The deferred compensation is amortized over the vesting period of the option.
		The Company applies APB Opinion 25 in accounting for its employee stock options. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company’s net earnings (loss) and earnings (loss) per share would have been reduced (increased) to the pro forma amounts indicated below:

		The full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net earnings (loss) amounts presented above because compensation cost is reflected (increased) over the options’ vesting period of three years.
		The pro forma data listed above was calculated by retroactively considering the impact of cancellations of stock options by employees effective January 22, 2003. For a full explanation of the cancelled options, please refer to the section below titled “Non-Executive Employee Stock Option Exchange Offer”.

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		The fair value of options granted was estimated on the date of grant with vesting periods ranging from one to three years using the Black-Scholes option-pricing model with the following weighted average assumptions used: no dividend yield, expected volatility of 80 percent — 184 percent, risk free interest rate of 4.25 percent — 6 percent and expected lives of five - nine years. In addition, the Company anticipates that approximately 5% of exercisable shares will be forfeited in each year. The per share weighted average fair value of stock options granted for the three-months ended March 31, 2003 and 2002 was $1.99 and $4.15, respectively, using the Black-Scholes option-pricing model and the assumptions listed above.
		Non-Executive Employee Stock Option Exchange Offer
		On December 23, 2002, the Company offered to exchange certain “out of the money” non-executive employee stock options. As a result of the volatility in the stock market reflecting the current economic climate, many employees held stock options with an exercise price that significantly exceeded the market price of the Company’s common stock. Because the Company believed that these options were not providing the appropriate level of performance incentives, it offered a voluntary option exchange program allowing eligible employees to cancel their current stock options with exercise prices ranging between $6.00 and $8.25 and between $14.00 and $14.63 per share in exchange for a lesser amount of new options that will be granted no earlier than six months and one day after the options are accepted for exchange and canceled by the Company. The participating employees are to receive an amount of new options in accordance with the following exchange ratio schedule, subject to adjustments for any future stock splits, dividends and similar events:

		Executive officers, directors, and non-employees were not eligible for this offer. Additionally, employees who received options within six months and a day of the commencement of the exchange offer were not permitted to participate. The offer expired on January 22, 2003. The Company accepted for exchange, options to purchase an aggregate of approximately 999,615 shares of the Company’s common stock, representing approximately 89% of the shares subject to options that were eligible to be exchanged under the offer. Subject to the terms and conditions of the offer, the Company will grant new options to purchase 557,228 shares of common stock no earlier than July 23, 2003.
(4)		Inventories

(5)

Property and Equipment

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(6)

Accrued Expenses

Changes to restructuring related liabilities for the three months ended March 31, 2003 were as follows:

		Lease exit costs will be paid over the lease term expiring in February 2005.

(7)

Earnings (Loss) Per Share

The Company reported net losses for the three-month periods ended March 31, 2003 and 2002. As a result, the Company’s outstanding securities that could potentially dilute earnings per share in the future were not included in the determination of weighted average shares outstanding for purposes of calculating diluted earnings per share because to do so would have been antidilutive. A reconciliation of the numerators and the denominators of the basic and diluted per share computations and a description and amount of potentially dilutive securities is as follows:

Concentrations of Risk

For the three months ended March 31, 2003, one customer accounted for 13% of the Company’s net sales. Outstanding receivables from this customer were $433,807. For the three months ended March 31, 2002, one customer accounted for 11% of the Company’s revenues. Outstanding receivables from this customer were $1,643,953. These customers are not the same from year to year.

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

     For a description of the Company’s significant accounting policies and an understanding of the significant factors that influenced the Company’s performance during the first quarters ended March 31, 2003 and 2002, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) should be read in conjunction with the Consolidated Financial Statements, including the related notes, appearing in Item 1 of this Report as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

     Except for the historical information contained herein, the following discussion includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”) and Radyne ComStream claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in the following discussion include, but are not limited to, (i) the anticipated reversal of declining bookings, (ii) continuing market share gains, (iii) anticipated increases in the levels of business, (iv) expansion of current product lines to address new markets and customer requirements, (v) anticipated increases in sales volume resulting in corresponding decreases in inventory, (vi) the expectation that the company will be successful in renegotiating its bank line of credit and regain compliance with the applicable covenants; and (vii) the belief that existing cash and cash from operations will be sufficient to meet future operational needs and capital requirements.

     Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors that could affect our results and cause them to materially differ from those contained in the forward-looking statements include:

	•		loss of, and failure to replace, any significant customers;
	•		timing and success of new product introductions;
	•		product developments, introductions and pricing of competitors;
	•		timing of substantial customer orders;
	•		availability of qualified personnel;
	•		the impact of local political and economic conditions and foreign exchange fluctuations on international sales;
	•		performance of suppliers and subcontractors;
	•		decreasing or stagnant market demand and industry and general economic or business conditions;
	•		availability, cost and terms of capital;
	•		our level of success in effectuating our strategic plan;
	•		our ability to successfully integrate acquisitions;
	•		adequacy of our inventory, receivables and other reserves;
	•		other factors to which this report refers or to which our 2002 Annual Report on Form 10-K refers.
	•		other factors that the Company is currently unable to identify or quantify, but may arise or become known in the future.

     In addition, the foregoing factors may affect generally our business, results of operations and financial position.

     Forward-looking statements speak only as of the date the statement was made. Radyne ComStream does not undertake and specifically declines any obligation to update any forward-looking statements.

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General

     Radyne ComStream Inc. (the “Company”) designs, manufactures, integrates, installs and sells products, systems and software used in the ground-based portion of satellite communication systems to receive, and transmit data, video, audio and Internet over satellite, microwave and cable communications networks. The Company’s products are used in applications for telephone, data, video and audio broadcast communications, private and corporate data networks, Internet applications, and digital television for cable and network broadcast. Through its network of international offices and service centers, it serves customers in over 80 countries, including customers in the television broadcast industry, international telecommunications companies, Internet service providers, private communications networks, network and cable television and the United States government.

     The Company has only one operating business segment, the sale, integration and installation of equipment for satellite, microwave and cable communications and television networks.

Results of Operations

     Three Months Ended March 31, 2003 Compared to the Three Months Ended March 31, 2002

     The Company reported a net loss of $1.4 million, or $0.09 per fully diluted share, for its fiscal first quarter ended March 31, 2003 compared to a net loss before cumulative effect of change in accounting principle of $0.3 million, or $0.02 per fully diluted share for the same quarter of 2002. The Company is reporting in this Form 10-Q a net loss of $4.6 million, or $0.30 per share, for the three months ended March 31, 2002 due to an impairment charge of $4.3 million related to the adoption of SFAS 142 recorded in fourth quarter 2002 to be effective January 1, 2002 as a cumulative effect of a change in accounting principle. Earnings for first quarter 2003 were negatively impacted by a significant decrease in sales and lower gross margins, partially offset by lower operating expenses compared to first quarter 2002.

     Net sales for first quarter 2003 were $10.9 million, down 28% compared to first quarter 2002 net sales of $15.2 million. Bookings were $11.0 million for the quarter, resulting in a backlog of $13.6 million at March 31, 2003. U.S. capital spending was down for the eighth consecutive quarter, the longest stretch of declines in over 20 years. The Company believes equipment purchases have been seriously delayed due to the uncertainty associated with the war in Iraq, resulting in a sharp decline in sales to most markets for satellite equipment except the military sector.

     Gross margins decreased to 34% of net sales compared to about 40% for last quarter and the same quarter of 2002, as a result of fewer sales to absorb production overhead costs and approximately $550,000 of inventory write-downs. The inventory write-downs consisted primarily of parts considered obsolete due to engineering changes made to improve product performance and reliability, and parts considered excessive in amount due to lower than expected sales of IPSAT products.

     Operating expenses have decreased 19% since first quarter 2002 due to cost cutting efforts. Selling, general and administrative expenses decreased slightly, but increased as a percentage of net sales due to the 28% drop in sales for first quarter 2003 compared to first quarter 2002. Research and development costs decreased 39% in first quarter 2003 compared to first quarter 2002 due primarily to a reduction in the workforce in mid-2002 and greater spending on research projects related to the Tiernan product lines in first quarter 2002. The Company’s headcount dropped from 259 employees at the beginning of first quarter 2002 to 205 employees at the beginning of first quarter 2003.

     At December 31, 2002, the Company had net operating loss carryforwards of approximately $20,195,000 expiring in various years through 2022, and federal tax credit of $351,000 for utilization against taxable income/taxes payable, if any, of future periods. Management believes that its ability to utilize certain of its net operating loss and tax credit carryforwards to offset future taxable income within the carryforward periods under existing tax laws and regulations is more likely than not. However, due to the net losses incurred in 2002 and the first three months of 2003, and the priority in which net operating loss carryforwards are utilized, the Company provided a 100% valuation allowance against the net deferred tax assets arising in 2002 and 2003, and therefore, the Company incurred no income tax expense in either quarter.

Liquidity and Capital Resources

     Cash Flow

     Net cash provided by operating activities for the first three months of 2003 was $4.3 million, generated mostly by reductions in working capital (excluding cash and cash equivalents). The primary source of this cash flow was a $3.9 million decrease in accounts receivable as a result of a decrease in sales for first quarter 2003. Cash increased $4.2 million during first quarter 2003, from $16.2 million at December 31, 2002 to $20.5 million at March 31, 2003. Working capital was $33.0 million at March 31, 2003 and $34.0 million at December 31, 2002.

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     Capital Structure

     There were no significant changes in the Company’s capital structure during the first three months of 2003. The Company had no long-term debt at March 31, 2003 or December 31, 2002. Stockholders’ equity was $35.8 million at March 31, 2003.

     For a description of the Company’s Contractual Obligations and Commitments for the next five years and thereafter, see Item 7 in the Company’s Annual Report on Form 10-K. For a description of the Company’s Obligations Under Capital Leases and Commitments for the next five years and thereafter, see Item 8, Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K. There are no material changes to this information.

     Capital expenditures of $47,680 for first quarter 2003 were funded through cash provided by operating activities. Exclusive of any business acquisitions the Company makes, it does not have any material commitments for capital expenditures during the remainder of 2003.

     Liquidity Analysis, Covenants and Conditions
     (including the offer to purchase Wegener Corporation)

     On April 21, 2003, the Company announced an all cash tender offer for all of the outstanding common stock of Wegener Corporation, a provider of digital video, audio and broadcast data systems to the cable television and broadcast network markets, with about $20 million in annual sales. The Company’s offer is for $1.55 per share, for a gross purchase price estimated to be approximately $20 million, or $16 million, net of Wegener’s cash balance. The Company has sufficient cash balances in place today to purchase all of Wegener’s common stock, if it is successful with its tender offer. The offer is conditioned upon the Company obtaining at least 51% of the outstanding common stock by the tender offer expiration date of May 21, 2003, or any extended date. On May 13, 2003, the Company made a conditional offer to raise its tender offer price for Wegener by up to $1.05 million in the aggregate, or up to $1.635 per share, if certain conditions are met, which would result in the same after acquisition cash balance of the combined companies. The Company has launched a consent solicitation in connection with the Offer, designed to expand Wegener’s Board with Company nominees.

     The Company maintains a credit agreement with a bank that includes a line-of-credit of up to $10 million, based upon a borrowing base of 80% of eligible accounts receivable. The borrowing base under the credit agreement was $3 million at March 31, 2003. The Company pays a facility fee of 0.15% whether or not any amounts are actually drawn on the line of credit. At March 31, 2003 and December 31, 2002, there were no borrowings against the line of credit.

     The credit agreement expires on June 1, 2003. It prohibits mergers, consolidations, material acquisitions or transfers of assets, liens and loans to and investments in other entities and limits the use of proceeds, indebtedness and capital expenditures in each case without the bank’s consent. The credit agreement requires that Singapore Technologies Pte Ltd, which beneficially owns approximately 65% of its outstanding common stock, to maintain at least a 30% ownership interest in the Company. The agreement also contains financial covenants requiring the Company to maintain specific levels of tangible net worth, earnings and other ratios. The Company received a waiver from the bank related to its lack of profitability in the first quarter of 2003. The Company was otherwise in material compliance with the credit agreement at March 31, 2003. Failure to maintain compliance with any of the covenants in, or extend the expiration of, the current credit agreement or the inability to enter into a new credit agreement, would adversely affect the Company’s sources of liquidity.

     The Company is working with its bank to extend its current credit agreement to provide durable liquidity for the future. The Company is also talking to other prospective lenders about a new facility. The Company believes that cash and cash equivalents on hand and anticipated future cash receipts will be sufficient to meet its obligations as they become due for the next twelve months. However, a decrease in its sales would likely affect its working capital amounts and could result in the need for external credit sources.

     As part of our business strategy, we occasionally evaluate potential acquisitions of businesses, products and technologies. Accordingly, in addition to our proposed offer for Wegener Corporation, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses. These potential transactions may require substantial capital resources, which, in turn, may require us to seek additional debt or equity financing. There are no assurances that we will be able to consummate any of these transactions or that we will have the liquidity available to us to consummate transactions we desire. For more detailed information, see our Risk Factors contained in Exhibit 99.1 to the Company’s Annual Report on Form 10-K.

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Recently Issued Accounting Pronouncements

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 did not have a material effect on the Company’s consolidated financial statements.

     In November 2002, the FASB issued Interpretation No. 45 (FIN 45), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under the guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. Adoption of FIN 45 did not have a material effect on the Company’s consolidated financial statements.

     In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to these condensed consolidated financial statements.

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. For a public entity with a variable interest in a variable interest entity created before February 1, 2003, the Interpretation is applied to the enterprise no later than the beginning of the first interim or annual reporting period beginning after June 15, 2003. The application of this Interpretation did not have a material effect on the Company’s consolidated financial statements.

     In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (“SFAS 149”), “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts. SFAS 149 will be effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The provisions of SFAS 149 are to be applied prospectively and is not expected to have a material effect on the Company’s consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to market risk on its financial instruments from changes in interest rates. It does not use financial instruments for trading purposes or to manage interest rate risk. The Company does not have any derivative financial instruments. As of March 31, 2003, a reduction in interest rates of 1% would, over a year’s period, have a potential pretax impact of $200,000 on our interest earnings. However, this is believed to be a very remote possibility, in light of the already low interest rates. A more probable outcome would be that interest rates would increase, and any increase would positively impact our interest earnings, so long as we maintain a high cash balance.

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Item 4. Controls and Procedures

     The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of a date within 90 days prior to the filing of this quarterly report (the “Evaluation Date”). Based on such evaluation, the Company’s management has concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective such that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms relating to the Company. The Company’s management has also concluded that the Company’s disclosure controls and procedures are designed to accumulate and communicate the information required to be disclosed by Radyne ComStream to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. No significant changes were made in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date.

Part II
OTHER INFORMATION

Item 6. Exhibits and Reports On Form 8-K

	(a)		(3) See Exhibit Index
	(b)		Registrant did not file any reports on Form 8-K during the period of January 1 through March 31, 2003:
	Items 1-5 are not applicable and have been omitted.

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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.

RADYNE COMSTREAM INC.

By: /s/ Richard P. Johnson Richard P. Johnson, Vice President and Chief Financial Officer (Principal Financial Officer)

Dated: May 15, 2003

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I, Robert C. Fitting, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Radyne ComStream 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 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 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 15, 2003

/s/ Robert C. Fitting

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I, Richard P. Johnson, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Radyne ComStream 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 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 functions):

	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 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 15, 2003

/s/ Richard P. Johnson

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EXHIBIT INDEX