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 29, 2003 or
--------------
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to .
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Commission file number 0-14938.
STANLEY FURNITURE COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1272589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1641 Fairystone Park Highway, Stanleytown, Virginia 24168
(Address of principal executive offices, Zip Code)
(276)627-2000
(Registrant's telephone
number, including area code)
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(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 Exchange Act Rule 12b-2):
YES X NO
----- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of April 7, 2003.
Class Number
Common Stock, par value $.02 per share 6,540,401 Shares
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
STANLEY FURNITURE COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
March 29, December 31,
2003 2002
-------- --------
ASSETS
Current assets:
Cash .................................................... $ 10,583 $ 9,227
Accounts receivable, less allowances of $2,780 and $2,633 31,563 27,832
Inventories:
Finished goods ........................................ 33,010 35,537
Work-in-process ....................................... 7,798 6,922
Raw materials ......................................... 11,821 11,699
-------- --------
Total inventories ................................. 52,629 54,158
Prepaid expenses and other current assets ............... 1,060 1,311
Deferred income taxes ................................... 2,876 2,876
-------- --------
Total current assets .................................. 98,711 95,404
Property, plant and equipment, net .......................... 58,171 59,539
Goodwill .................................................... 9,072 9,072
Other assets ................................................ 8,230 8,470
-------- --------
Total assets .......................................... $174,184 $172,485
======== ========
LIABILITIES
Current liabilities:
Current maturities of long-term debt .................... $ 6,914 $ 6,914
Accounts payable ........................................ 15,267 13,386
Accrued salaries, wages and benefits .................... 10,220 9,781
Other accrued expenses .................................. 3,555 2,379
-------- --------
Total current liabilities ............................. 35,956 32,460
Long-term debt, exclusive of current maturities ............. 18,414 22,700
Deferred income taxes ....................................... 13,084 13,084
Other long-term liabilities ................................. 4,471 4,554
-------- --------
Total liabilities ..................................... 71,925 72,798
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $.02 par value, 10,000,000 shares authorized,
6,540,401 and 6,568,717 shares issued and outstanding ....... 131 131
Capital in excess of par value .............................. 14,207 14,773
Retained earnings ........................................... 87,937 84,799
Stock option loans .......................................... (16) (16)
-------- --------
Total stockholders' equity .............................. 102,259 99,687
-------- --------
Total liabilities and stockholders' equity ............ $174,184 $172,485
======== ========
The accompanying notes are an integral part of the
consolidated financial statements.
STANLEY FURNITURE COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited) (in thousands,
except per share data)
Three Months Ended
---------------------
March 29, March 30,
2003 2002
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Net sales ........................................ $61,298 $59,574
Cost of sales .................................... 46,676 45,106
Restructuring and related charges ................ 2,905
------- -------
Gross profit ................................... 14,622 11,563
Selling, general and administrative expenses ..... 8,513 7,917
------- -------
Operating income ............................... 6,109 3,646
Other income, net ................................ 42 82
Interest expense ................................. 711 834
------- -------
Income before income taxes ..................... 5,440 2,894
Income taxes ..................................... 1,974 1,027
------- -------
Net income ..................................... $ 3,466 $ 1,867
======= =======
Earnings per share:
Basic .......................................... $ .53 $ .28
======= =======
Diluted ........................................ $ .52 $ .27
======= =======
Weighted average shares outstanding:
Basic .......................................... 6,558 6,668
======= =======
Diluted ........................................ 6,679 6,902
======= =======
Cash dividend declared per common share .......... $ .05
======= =======
The accompanying notes are an integral part of the consolidated
financial statements.
STANLEY FURNITURE COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Three Months Ended
-----------------------
March 29, March 30,
2003 2002
--------- ---------
Cash flows from operating activities:
Cash received from customers ............................... $ 57,523 $ 53,233
Cash paid to suppliers and employees ....................... (49,357) (48,512)
Interest paid, net ......................................... (300) (472)
Income taxes paid, net ..................................... (1,293) 277
-------- --------
Net cash provided by operating activities .............. 6,573 4,526
-------- --------
Cash flows from investing activities:
Capital expenditures ....................................... (37) (67)
Other, net ................................................. 14
-------- --------
Net cash used by investing activities .................. (37) (53)
-------- --------
Cash flows from financing activities:
Repayment of revolving credit facility, net ................ (600)
Repayment of senior notes .................................. (4,286) (4,286)
Purchase and retirement of common stock .................... (566)
Dividends paid ............................................. (328)
Proceeds from exercised stock options ...................... 766
-------- --------
Net cash used by financing activities .................. (5,180) (4,120)
-------- --------
Net increase in cash ....................................... 1,356 353
Cash at beginning of period ................................ 9,227 1,955
-------- --------
Cash at end of period .................................. $ 10,583 $ 2,308
======== ========
Reconciliation of net income to net cash provided by operating activities:
Net income ................................................. $ 3,466 $ 1,867
Depreciation and amortization .......................... 1,450 1,553
Restructuring and related charges ...................... 1,967
Loss on sale of assets ................................. 14
Changes in assets and liabilities:
Accounts receivable ................................ (3,731) (6,137)
Inventories ........................................ 1,529 1,179
Prepaid expenses and other current assets .......... 234 1,462
Accounts payable ................................... 1,881 2,860
Accrued salaries, wages and benefits ............... 439 (911)
Other accrued expenses ............................. 1,176 565
Other assets ....................................... 212 187
Other long-term liabilities ........................ (83) (80)
-------- --------
Net cash provided by operating activities ... $ 6,573 $ 4,526
======== ========
The accompanying notes are an integral part of the
consolidated financial statements.
STANLEY FURNITURE COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Preparation of Interim Unaudited Consolidated financial statements
The consolidated financial statements of Stanley Furniture Company, Inc.
(referred to as "Stanley" or the "Company") have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission
("SEC"). In the opinion of management, these statements include all adjustments
necessary for a fair presentation of the results of all interim periods reported
herein. All such adjustments are of a normal recurring nature. Certain
information and footnote disclosures prepared in accordance with generally
accepted accounting principles have been either condensed or omitted pursuant to
SEC rules and regulations. However, management believes that the disclosures
made are adequate for a fair presentation of results of operations and financial
position. Operating results for the interim periods reported herein may not be
indicative of the results expected for the year. It is suggested that these
consolidated financial statements be read in conjunction with the consolidated
financial statements and accompanying notes included in Stanley's latest Annual
Report on Form 10-K.
2. Stock Compensation
The Company applies Accounting Principles Board Opinion No. 25 in accounting for
stock options and discloses the fair value of options granted as permitted by
Statement of Financial Accounting Standards No. 123. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to the market value of the common stock at
date of grant.
The following table summarizes the pro forma effects assuming compensation cost
for such awards had been recorded based upon the estimated fair value (in
thousands, except per share data):
March 29, March 30,
2003 2002
------ ------
Net income as reported ........................... $3,466 $1,867
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects ..................... 432 425
------ ------
Pro forma net income ........................... $3,034 $1,442
====== ======
Earnings per share:
Basic - as reported ............................ $ 0.53 $ 0.28
====== ======
Basic - pro forma .............................. $ 0.46 $ 0.22
====== ======
Diluted - as reported .......................... $ 0.52 $ 0.27
====== ======
Diluted - pro forma ............................ $ 0.46 $ 0.21
====== ======
3. Restructuring and Related Charges
During the last year, the Company executed a plan to consolidate its
manufacturing operations to maximize production efficiencies as a result of
excess capacity created by expanded offshore sourcing. Manufacturing operations
at its former West End, North Carolina facility were phased out during 2002,
including the sale of real estate. The restructuring accrual at March 29, 2003
of $388,000, consists of a lease obligation and certain severance cost.
4. Property, Plant and Equipment
(in thousands)
March 29, December 31,
2003 2002
-------- --------
Land and buildings ............................... $ 38,237 $ 38,237
Machinery and equipment .......................... 74,204 74,204
Office fixtures and equipment .................... 1,710 1,710
Construction in progress ......................... 37
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Property, plant and equipment, at cost ....... 114,188 114,151
Less accumulated depreciation .................... 56,017 54,612
-------- --------
$ 58,171 $ 59,539
======== ========
5. Debt
(in thousands)
March 29, December 31,
2003 2002
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7.28% senior notes due through March 15, 2004 ......... $ 4,285 $ 8,571
7.57% senior note due through June 30, 2005 ........... 3,900 3,900
7.43% senior notes due through November 18, 2007 ...... 7,143 7,143
6.94% senior notes due through May 3, 2011 ............ 10,000 10,000
Revolving credit facility
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Total ............................................... 25,328 29,614
Less current maturities ............................... 6,914 6,914
------- -------
Long-term debt, exclusive of current maturities ..... $18,414 $22,700
======= =======
6 Stockholders' Equity
During the first quarter of 2003, the Company purchased 28,300 shares of its
common stock at an aggregate consideration of $566,000.
Basic earnings per common share are based upon the weighted average shares
outstanding. Outstanding stock options are treated as potential common stock for
purposes of computing diluted earnings per share. Basic and diluted earnings per
share are calculated using the following share data (in thousands):
March 29, March 30,
2003 2002
------ ------
Weighted average shares outstanding for basic
calculation .................................. 6,558 6,668
Effect of stock options .......................... 121 234
----- -----
Weighted average shares outstanding
for diluted calculation ................... 6,679 6,902
===== =====
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The Company continues to implement a blended strategy of combining its domestic
manufacturing capabilities with an expanding offshore sourcing program and
realign manufacturing capacity. Integration of selected imported component parts
and finished items in its product line will lower costs, provide design
flexibility and offer a better value to its customers. This initiative created
excess capacity in the Company's manufacturing facilities. Accordingly, in
December 2001, the Company decided to close its manufacturing operations at the
former West End, North Carolina factory and consolidate production from this
facility into other Company facilities. In 2002, manufacturing operations at the
former West End facility were completely phased out and all closing related
activities including the sale of real estate were completed. Restructuring and
related cost for the first quarter of 2002 was $2.9 million and consisted of
accelerated depreciation and other exit costs, including plant inefficiencies
and severance cost. The restructuring accrual at March 29, 2003 of $388,000
consists of a lease obligation for real estate and severance cost.
As part of the Company's continuing efforts to evaluate its manufacturing
capacity, the Company announced in March 2003, a plan to realign production at
its Lexington, North Carolina facility. Currently this facility produces a
combination of adult bedroom and Young America(R) youth bedroom furniture. After
a transition period, the Lexington plant will focus exclusively on Young
America(R) products. Adult bedroom products currently manufactured at the
Lexington facility, will be absorbed by the Stanleytown, Virginia plant, which
will produce all adult bedroom and dining room products. The Martinsville,
Virginia location will continue to manufacture home entertainment and home
office furniture while the Robbinsville, North Carolina plant remains focused on
the production of Young America(R) products. The realignment will reduce
operations at the Lexington plant impacting approximately 150 of the 525
associates there and is expected to be completed in the second quarter of 2003.
The Company will continue to evaluate its manufacturing capacity needs
considering increased offshore sourcing, current and anticipated demand for its
product, overall market conditions and other factors deemed relevant by
management. Further capacity reductions could cause asset impairment or other
restructuring charges in the future.
The following table sets forth the percentage relationship to net sales of
certain items included in the Consolidated Statements of Income:
Three Months
Ended
-------------------
March 29, March 30,
2003 2002
------ ------
Net sales .............................. 100.0% 100.0%
Cost of sales .......................... 76.1 75.7
Restructuring and related charges ...... 4.9
----- -----
Gross profit ......................... 23.9 19.4
Selling, general and administrative
expenses ............................. 13.9 13.3
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Operating income ..................... 10.0 6.1
Other income, net ...................... .1 .1
Interest expense ....................... 1.2 1.4
----- -----
Income before income taxes ........... 8.9 4.8
Income taxes ........................... 3.2 1.7
----- -----
Net income ............................. 5.7% 3.1%
===== =====
Net sales increased $1.7 million, or 2.9%, for the three month period ended
March 29, 2003 from the comparable 2002 period. The increase for the three month
period was primarily due to higher average selling prices resulting from the mix
of products sold.
Gross profit margin for the three month period of 2003 increased to 23.9% from
19.4% for the comparable 2002 period. The lower gross profit margin in 2002 is
principally the result of restructuring and related charges of $2.9 million, or
4.9% of net sales. Excluding restructuring and related charges in 2002, gross
profit margin for the three month period of 2003 decreased primarily due to
lower production levels due to increased outsourcing and an increase in wages
and benefits, which were partially offset by savings from sourcing initiatives
and realignment of manufacturing capacity.
Selling, general and administrative expenses for the three month period of 2003
as a percentage of net sales was 13.9% compared to 13.3% for the comparable 2002
period. Selling, general and administrative expenditures increased in the three
month period of 2003 primarily due to the Company's sourcing program, increased
marketing and product development costs. This trend is expected to continue
resulting in higher selling, general and administrative expense in 2003 compared
to 2002.
As a result of the above, operating income as a percentage of net sales was
10.0% for the three month period of 2003, compared to 6.1% for the comparable
2002 period.
Interest expense for the three month period of 2003 decreased primarily due to
lower average debt levels.
The effective tax rate is expected to be 36.3% for 2003 compared to 35.5% for
2002. The increase in the effective tax rate is primarily due to higher state
income taxes resulting from the phase-out of certain state tax credits.
Financial Condition, Liquidity and Capital Resources
Cash generated from operations was $6.6 million in the first three months of
2003 compared to $4.5 million in the 2002 period. The increase in 2003 was
primarily due to higher collections from customers partially offset by higher
tax payments.
Net cash used by investing activities consisted of capital expenditures and was
$37,000 in the 2003 period compared to $53,000 in the 2002 period. Capital
expenditures in 2003 are anticipated to be approximately $2.0 million.
Net cash used by financing activities was $5.2 million in the 2003 period
compared to $4.1 million in the 2002 period. In the 2003 period, cash from
operations provided cash for senior debt payments, retirement of the Company's
common stock, and cash dividends. During the first quarter of 2003, $566,000 was
used to purchase 28,300 shares of the Company's common stock in the open market
at an average price of $20.01. At March 29, 2003, approximately $4.4 million
remains authorized by the Company's Board of Directors to repurchase shares of
the Company's common stock. In the 2002 period, cash from operations and
proceeds from the exercise of stock options provided cash for senior debt
payments and repayment of the revolving credit facility.
At March 29, 2003, long-term debt including current maturities was $25.3
million. Debt service requirements are $2.6 million remaining in 2003, $7.0
million in 2004, $4.3 million in 2005, $2.9 million in 2006 and $2.9 million in
2007. As of March 29, 2003, approximately $24.2 million of additional borrowings
were available under the Company's revolving credit facility and cash on hand
was $10.6 million. The Company believes that its financial resources are
adequate to support its capital needs and debt service requirements.
Forward-Looking Statements
Certain statements made in this report are not based on historical facts, but
are forward-looking statements. These statements can be identified by the use of
forward-looking terminology such as "believes," "estimates," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy. These
statements reflect the Company's reasonable judgment with respect to future
events and are subject to risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements. Such
risks and uncertainties include competition in the furniture industry including
competition from lower-cost foreign manufacturers, the Company's success in
implementing its blended strategy of expanded offshore sourcing and domestic
manufacturing, disruptions in offshore sourcing including those arising from
supply or distribution disruptions or changes in political or economic
conditions affecting the countries from which the Company obtains offshore
sourcing, the cyclical nature of the furniture industry, fluctuations in the
price for lumber which is the most significant raw material used by the Company,
credit exposure to customers in the current economic climate, capital costs and
general economic conditions. Any forward looking statement speaks only as of the
date of this filing, and the Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new developments
or otherwise.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Because the Company's obligation under its revolving credit facility bears
interest at a variable rate, the Company is sensitive to changes in prevailing
interest rates. No borrowings were outstanding during the first quarter of 2003
under this revolving credit facility.
ITEM 4. Controls and Procedures
a. Evaluation of disclosure controls and procedures. The Company's
principal executive officer and principal financial officer have
concluded that the Company's disclosure controls and procedures (as
defined in Exchange Act Rule 13a-14(c)), based on their evaluation of
such controls and procedures conducted within 90 days prior to the
date hereof, are effective to ensure that information required to be
disclosed by the Company in the reports it files under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission and that such information is
accumulated and communicated to the Company's management, including
its principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
b. Changes in internal controls. There have been no significant
changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of
the evaluation referred to above.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10.1 Second Amendment, dated March 1, 2003, to the
Employment Agreement, dated January 1, 1991,
between the Registrant and Albert L. Prillaman.(1)
Exhibit 10.2 First Amendment, dated March 1, 2003, to the
Employment Agreement, dated April 9, 2001,
between the Registrant and Jeffrey R. Scheffer.(1)
Exhibit 99.1 Certification of Jeffrey R. Scheffer, Chief
Executive Officer of the Company, pursuant to
18 U. S. C. Section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002 (1)
Exhibit 99.2 Certification of Douglas I. Payne, Chief Financial
Officer of the Company, pursuant to 18 U. S. C.
Section 1350, as adopted pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (1)
(b) Reports on Form 8-K
A report on Form 8-K was filed on March 13, 2003, to announce plans to
realign production at the Company's Lexington, North Carolina facility.
- ---------------------------
(1) Filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STANLEY FURNITURE COMPANY, INC.
Date: April 16, 2003 By: /s/ Douglas I. Payne
------------------------
Douglas I. Payne
Executive V.P. - Finance & Administration
and Secretary (Principal Financial and
Accounting Officer)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey R. Scheffer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stanley Furniture
Company, 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 consolidated financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date April 16, 2003 /s/ Jeffrey R. Scheffer
-----------------------
Jeffrey R.. Scheffer
Chief Executive Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Douglas I. Payne, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Stanley Furniture
Company, 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 consolidated financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: April 16, 2003 /s/ Douglas I. Payne
--------------------
Douglas I. Payne
Chief Financial Officer