Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ______________
Commission File No. 0-5815
AMERICAN CONSUMERS, INC.
------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1033765
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(State or other jurisdiction of (I.R.S. Employer Identification
Incorporation or organization) Number)
55 Hannah Way, Rossville, GA 30741
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (706) 861-3347
- --------------------------------------------------------------------------------
(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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES ( ) NO (X)
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at January 10, 2003
COMMON STOCK - $.10 PAR VALUE 817,767
NON VOTING COMMON STOCK - $.10 PAR VALUE -
NON VOTING PREFERRED STOCK - NO PAR VALUE -
1
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------------ -----------------------------
November 30, December 1, November 30, December 1,
2002 2001 2002 2001
-------------- -------------- -------------- -------------
NET SALES $ 7,237,978 $ 7,250,861 $ 14,553,971 $ 14,386,117
COST OF GOODS SOLD 5,479,700 5,655,411 11,080,349 11,137,370
-------------- -------------- -------------- -------------
Gross Margin 1,758,278 1,595,450 3,473,622 3,248,747
OPERATING EXPENSES 1,757,107 1,738,191 3,514,167 3,464,875
-------------- -------------- -------------- -------------
Operating Income (Loss) 1,171 (142,741) (40,545) (216,128)
OTHER INCOME (EXPENSE)
Interest income 4,348 5,000 8,658 10,408
Other income 30,032 35,480 52,658 62,934
Gain (loss) on sale of assets - (1,567) - 3,433
Interest expense (15,485) (20,999) (30,536) (40,096)
-------------- -------------- -------------- -------------
Income (Loss) Before Income Taxes 20,066 (124,827) (9,765) (179,449)
INCOME TAXES - 11,573 - -
-------------- -------------- -------------- -------------
NET INCOME (LOSS) 20,066 (136,400) (9,765) (179,449)
RETAINED EARNINGS:
Beginning 1,442,137 1,656,003 1,471,997 1,699,105
Redemption of common stock (305) (29) (334) (82)
-------------- -------------- -------------- -------------
Ending $ 1,461,898 $ 1,519,574 $ 1,461,898 $ 1,519,574
============== ============== ============== =============
PER SHARE:
Net income (loss) $ 0.025 $ (0.165) $ (0.012) $ (0.217)
============== ============== ============== =============
Cash dividends $ - $ - $ - $ -
============== ============== ============== =============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 817,657 826,559 819,384 826,562
============== ============== ============== =============
See Notes to Financial Statements
2
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED BALANCE SHEETS
November 30, June 1,
2002 2002
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--A S S E T S--
CURRENT ASSETS
Cash and short-term investments $ 558,425 $ 743,370
Certificate of deposit 454,144 450,000
Accounts receivable 125,097 108,756
Inventories 2,098,970 2,001,339
Prepaid expenses 112,448 40,657
Refundable income taxes 3,434 43,891
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Total current assets 3,352,518 3,388,013
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PROPERTY AND EQUIPMENT - at cost
Leasehold improvements 258,122 258,122
Furniture, fixtures and equipment 2,960,827 2,959,273
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3,218,949 3,217,395
Less accumulated depreciation (2,280,398) (2,136,594)
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938,551 1,080,801
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TOTAL ASSETS $ 4,291,069 $ 4,468,814
============= ============
--LIABILITIES AND STOCKHOLDERS' EQUITY--
CURRENT LIABILITIES
Accounts payable $ 776,176 $ 801,407
Short-term borrowings 388,208 410,323
Current maturities of long-term debt 119,868 131,451
Accrued sales tax 99,271 138,948
Federal and state income taxes - 4,000
Other 190,255 169,743
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Total current liabilities 1,573,778 1,655,872
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LONG-TERM DEBT 479,474 549,703
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DEFERRED INCOME 11,983 22,580
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STOCKHOLDERS' EQUITY
Nonvoting preferred stock - authorized 5,000,000
shares of no par value; no shares issued - -
Nonvoting common stock - authorized 5,000,000
shares of no par value; no shares issued - -
Common stock - $.10 par value; authorized 5,000,000
shares; shares issued of 817,987 and 823,047 respectively 81,799 82,305
Additional paid-in capital 682,137 686,357
Retained earnings 1,461,898 1,471,997
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Total Stockholders' Equity 2,225,834 2,240,659
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,291,069 $ 4,468,814
============= ============
See Notes to Financial Statements
3
FINANCIAL INFORMATION
AMERICAN CONSUMERS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
TWENTY-SIX WEEKS ENDED
-----------------------------
November 30, December 2,
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,765) $ (179,449)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 144,689 136,974
Deferred income taxes - (1,000)
Deferred income (10,597) (13,625)
Change in operating assets and liabilities:
Accounts receivable (16,341) (34,639)
Inventories (97,631) (115,950)
Prepaid expenses (71,791) 43,148
Refundable income taxes 40,457 (685)
Accounts payable (25,231) (66,379)
Accrued sales tax (39,677) (5,423)
Accrued income taxes (4,000) (9,422)
Other accrued liabilities 20,512 11,358
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Net cash used in operating activities (69,375) (235,092)
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CASH FLOWS FROM INVESTING ACTIVITIES
Increase in Certificate of Deposit (4,144) (9,526)
Purchase of property (2,439) (434,687)
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Net cash used in investing activities (6,583) (444,213)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in short-term borrowings (22,115) (344,468)
Net increase (decrease) in long-term borrowing (81,812) 568,989
Principal payments on obligations under capital leases - (3,195)
Redemption of common stock (5,060) (1,245)
-------------- -------------
Net cash provided by (used in) financing activities (108,987) 220,081
-------------- -------------
Net decrease in cash (184,945) (459,224)
Cash and cash equivalents at beginning of period 743,370 1,245,135
-------------- -------------
Cash and cash equivalents at end of period $ 558,425 $ 785,911
============== =============
See Notes to Financial Statements
4
AMERICAN CONSUMERS, INC.
NOTES TO FINANCIAL STATEMENTS
(1) Basis of Presentation.
The financial statements have been prepared in conformity with generally
accepted accounting principles and general practices within the industry.
The interim financial statements should be read in conjunction with the
notes to the financial statements presented in the Corporation's 2002
Annual Report to Shareholders. The quarterly financial statements reflect
all adjustments which are, in the opinion of management, necessary for a
fair presentation of the results for interim periods. All such adjustments
are of a normal recurring nature. The results for the interim periods are
not necessarily indicative of the results to be expected for the complete
fiscal year.
(2) Commitments and Contingencies.
Capital expenditures are not expected to exceed $200,000 for the year.
The Company adopted a retirement plan effective January 1, 1995. The plan
is a 401(k) plan administered by BISYS Qualified Plan Services.
Participation in the plan is available to all full-time employees after one
year of service and age 19. Any contribution by the Company is at the
discretion of the Board of Directors, which makes its decision annually at
the quarterly meeting in January. The Board voted to contribute $7,500 to
the plan for both calendar years 2002 and 2001.
None of the Company's employees are represented by a union.
5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
----------------------------- -----------------------------
November 30, December 1, November 30, December 1,
2002 2001 2002 2001
-------------- ------------- -------------- -------------
Sales $ 7,237,978 $ 7,250,861 $ 14,553,971 $ 14,386,117
% Sales Increase (Decrease) (0.18)% 13.93% 1.17% 12.70%
Same stores % sales increase(decrease) (0.97)% 2.95% 0.34% 1.74%
Gross Margin % 24.29% 22.00% 23.87% 22.58%
Operating and Administrative Expense:
Amount 1,757,107 1,738,191 3,514,167 3,464,875
% of Sales 24.28% 23.97% 24.15% 24.08%
Net Income (Loss) pre tax 20,066 (124,827) (9,765) (179,449)
The Company realized pre tax net income of $20,066 during the quarter ended
November 30, 2002, compared to a pre tax net loss of $124,827 for the quarter
ended December 1, 2001. For the six months ended November 30, 2002, the Company
realized a pre tax net loss of $9,765, compared to a pre tax net loss of
$179,449 for the six months ended December 1, 2001. The improvement, amounting
to $144,893 for the quarter and $169,684 for the six months, is attributable to
the improvement in gross margins for the quarterly and six month periods
presented. Management began working on the gross margin percentage in the
middle of the first quarter, resulting in the first quarter gross margin of
23.45%. Management is actively monitoring the Company's mix of retail prices
and is attempting to achieve further improvements in gross margin, to the extent
permitted by competition. Management believes that competitive pressures on the
Company, which have been threatening the profitability of the Company, will
continue to increase over time as a result of competitors opening more new
stores in the Company's trade area. In response to these developments,
management continuously seeks to improve the gross margin and increase
profitability by obtaining the lowest cost for the Company's inventory and by
periodically implementing strategic adjustments in the Company's overall mix of
retail prices.
A significant portion of the 13.93% and 12.70% increases in sales for the
quarter and six month periods ended December 1, 2001 (respectively) was due to
sales generated by the addition of the Company's seventh retail store in Jasper,
Tennessee, which was purchased in April 2001.
Operating and administrative expense, as a percent of sales for the periods
presented, has remained fairly consistent. Approximately 63% of the dollar
amount increase in expenses is due to an increase in insurance cost.
Income Taxes:
The provision (benefit) for income taxes for the periods presented above do
not vary significantly from the statutory rate of 34% and state rates of 5% -
6%. Taxes are recorded as a current asset in each of the periods presented. No
tax benefit is reflected for the twenty-six week period because the net
operating loss incurred by the Company cannot be carried back under current tax
laws.
Inflation:
Although currently not a significant factor, the Company continues to seek
ways to cope with the threat of renewed inflation. To the extent permitted by
competition, increased costs of goods and services to the Company are reflected
in increased selling prices for the goods sold by the Company.
6
FINANCIAL CONDITION
Liquidity and Capital Resources:
The Company finances its working capital requirements principally through
its cash flow from operations and short-term borrowings. Short-term borrowing to
finance inventory purchases is provided by the Company's $600,000 line of credit
from its lead bank, Northwest Georgia Bank, Fort Oglethorpe, Georgia. Short-term
borrowings as of the end of specific quarters are presented below:
November 30, June 1, December 1,
2002 2002 2001
----------- --------- ----------
Michael and Diana Richardson $ 24,160 $ 23,626 $ 33,014
Matthew Richardson 34,048 41,697 44,712
Line of Credit 330,000 345,000 375,000
----------- --------- ----------
Total $ 388,208 $ 410,323 $ 452,726
=========== ========= ==========
Notes to Michael and Diana Richardson and to Matthew Richardson are
unsecured, payable on demand and bear interest at .25% below the base rate
charged by Northwest Georgia Bank, which provides the Company with its line of
credit.
Long-term Debt:
At November 30, 2002, long-term debt consisted of a note payable to
Northwest Georgia Bank of $120,523 that was incurred in April 2001 to finance
the addition of the Company's seventh grocery store in Jasper, Tennessee and a
note payable to Northwest Georgia Bank of $446,172 to finance cash registers and
peripheral equipment. In addition, two vehicles were purchased and financed
through GMAC with a balance due at November 30, 2002, of $32,647. Both notes to
Northwest Georgia Bank are also secured with personal guarantees of the
Company's President and Executive Vice President.
Long-term debt at November 30, 2002, June 1, 2002 and December 1, 2001,
consisted of the following:
November 30, June 1, December 1,
2002 2002 2001
----------- ----------- -----------
Note payable, Bank, secured by all inventory and machinery and
equipment of the Company, due $3,576 monthly plus interest at
6.25% to April, 2006.
$ 120,523 $ 137,850 $ 154,604
Note payable, Bank, secured by all inventory and machinery and
equipment of the Company, due $11,381 monthly plus interest at
6.25% to September, 2006.
446,172 502,822 558,015
Vehicle installment loans: due in monthly installments of
$1,305, through December 2004 collateralized by automobiles. 32,647 40,482 25,791
----------- ----------- -----------
599,342 681,154 738,410
Less: Current Portion 119,868 131,451 131,958
----------- ----------- -----------
$ 479,474 $ 549,703 $ 606,452
=========== =========== ===========
The following is a schedule by the Company's fiscal years of the amount of
maturities of all long-term debt:
Year Amount
---- --------
2003 $119,868
2004 136,104
2005 139,805
2006 143,609
2007 59,956
--------
$599,342
========
7
FINANCIAL CONDITION (Continued)
The ratio of current assets to current liabilities was 2.13 to 1 at the end
of the latest quarter, November 30, 2002, as compared to 2.16 to 1 on December
1, 2001 and 2.05 to 1 at the end of the fiscal year ended on June 1, 2002. Cash
and cash equivalents constituted 30.20% of the total current assets at November
30, 2002 as compared to 36.28% at December 1, 2001 and 35.22% at June 1, 2002.
Prepaid expenses increased due to increases in prepaid insurance and prepaid
maintenance contracts.
During the quarter ended November 30, 2002, retained earnings increased as
a result of the Company's net income for the quarter.
Forward - Looking Statements
- ----------------------------
Information provided by the Company, including written or oral statements
made by its representatives, may contain "forward-looking information" as
defined in Section 21E of the Securities Exchange Act of 1934, as amended. All
statements which address activities, events or developments that the Company
expects or anticipates will or may occur in the future, including such things as
expansion and growth of the Company's business, the effects of future
competition, future capital expenditures and the Company's business strategy,
are forward-looking statements. In reviewing such information it should be kept
in mind that actual results may differ materially from those projected or
suggested in such forward-looking statements. This forward-looking information
is based on various factors and was derived utilizing numerous assumptions. Many
of these factors previously have been identified in filings or statements made
on behalf of the Company, including filings with the Securities and Exchange
Commission on Forms 10-Q, 10-K and 8-K. Important assumptions and other
important factors that could cause actual results to differ materially from
those set forth in the forward-looking statements include: changes in the
general economy or in the Company's primary markets, the effects of ongoing
price competition from competitors with greater financial resources than those
of the Company, changes in consumer spending, the nature and extent of continued
consolidation in the grocery store industry, changes in the rate of inflation,
changes in state or federal legislation or regulation, adverse determinations
with respect to any litigation or other claims, inability to develop new stores
or complete remodels as rapidly as planned, stability of product costs, supply
or quality control problems with the Company's vendors, and other issues and
uncertainties detailed from time to time in the Company's filings with the
Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company does not engage in speculative or derivative transactions, nor does
it hold or issue financial instruments for trading purposes. The Company is
exposed to changes in interest rates primarily as a result of its borrowing
activities. The effective interest rate on the Company's borrowings under its
Line of Credit Agreements and under its outstanding notes varies with the prime
rate. We believe that our present exposure to market risk relating to interest
rate risk is not material. The Company does not maintain any interest rate
hedging arrangements. All of the Company's business is transacted in U.S.
dollars and, accordingly, foreign exchange rate fluctuations have never had a
significant impact on the Company and they are not expected to in the
foreseeable future.
8
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures was conducted pursuant to Exchange Act Rules
13a-14(c) and 15d-14(c) within 90 days of the filing date of this quarterly
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
9
AMERICAN CONSUMERS, INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of the report.
(11) Statement re: computation of per share earnings.
(99.1) CEO Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(99.2) CFO Certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) During the most recent quarter, the Company filed a report
on Form 8-K on October 15, 2002, to furnish copies for
purposes of Regulation FD of the certifications of the Chief
Executive Officer and Chief Financial Officer provided in
connection with the Company's Quarterly Report on Form 10-Q
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10
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.
AMERICAN CONSUMERS, INC.
(Registrant)
Date: January 13, 2003 /s/ Michael A. Richardson
---------------- -------------------------------------
Michael A. Richardson
CHAIRMAN
(Principal Executive Officer)
Date: January 13, 2003 /s/ Paul R. Cook
---------------- -------------------------------------
Paul R. Cook
EXECUTIVE VICE PRESISENT AND
TREASURER
(Principal Financial Officer & Chief
Accounting Officer)
CERTIFICATIONS
I, Michael A. Richardson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American
Consumers, 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 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
11
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: January 13, 2003 /s/ Michael A. Richardson
------------------- --------------------------------
Michael A. Richardson, Principal
Executive Officer
I, Paul R. Cook, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American
Consumers, 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 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
12
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: January 13, 2003 /s/ Paul R. Cook
------------------- -----------------------------------------
Paul R. Cook, Principal Financial Officer
& Chief Accounting Officer
13