UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 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 Number: 333-42441
MID-AMERICA CAPITAL PARTNERS, L.P.
(Exact Name of Registrant as Specified in Charter)
TENNESSEE 62-1717980
(State of Incorporation) (I.R.S. Employer Identification Number)
6584 POPLAR AVENUE, SUITE 300
MEMPHIS, TENNESSEE 38138
(Address of principal executive offices)
(901) 682-6600
Registrant's telephone number, including area code
N/A (Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
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:
Number of Shares Outstanding
Class November 14, 2002
none
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets of Mid-America Capital Partners, L.P. (the "Partnership")
as of September 30, 2002 (Unaudited) and December 31, 2001
Statements of Operations of the Partnership for the three and nine
months ended September 30, 2002 and 2001 (Unaudited)
Statements of Cash Flows of the Partnership for the nine months ended
September 30, 2002 and 2001 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART I. Financial Information
ITEM 1.
Mid-America Capital Partners, L.P.
(a limited partnership)
Balance Sheets
September 30, 2002 (Unaudited) and December 31, 2001
(Dollars in thousands)
2002 2001
- -----------------------------------------------------------------------------------------------------
Assets:
Real estate assets:
Land $ 20,727 $ 20,727
Buildings and improvements 219,109 217,299
Furniture, fixtures and equipment 6,946 6,457
Construction in progress 652 647
- -----------------------------------------------------------------------------------------------------
247,434 245,130
Less accumulated depreciation (57,435) (50,040)
- -----------------------------------------------------------------------------------------------------
Real estate assets, net 189,999 195,090
Cash and cash equivalents 2,136 1,446
Restricted cash 36 36
Deferred financing costs, net 428 1,197
Other assets 1,643 560
- -----------------------------------------------------------------------------------------------------
Total assets $ 194,242 $ 198,329
=====================================================================================================
Liabilities and partners' capital:
Liabilities:
Bonds payable $ 142,000 $ 142,000
Accounts payable 77 94
Accrued expenses and other liabilities 3,913 2,494
Due to affiliate 255 545
Security deposits 847 813
- -----------------------------------------------------------------------------------------------------
Total liabilities 147,092 145,946
Partners' capital:
General partner 2,580 2,554
Limited partner 92,967 90,312
Due from limited partner (48,397) (40,483)
- -----------------------------------------------------------------------------------------------------
Total partners' capital 47,150 52,383
- -----------------------------------------------------------------------------------------------------
Total liabilities and partners' capital $ 194,242 $ 198,329
=====================================================================================================
See accompanying notes to financial statements.
Mid-America Capital Partners, L.P.
(a limited partnership)
Statements of Operations
Three and nine months ended September 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
--------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------- ------------- -------------
Revenues:
Rental $ 10,274 $ 10,316 $ 30,249 $ 30,820
Other 129 146 367 677
- ----------------------------------------------------------------------------------------------------------------------------------
Total revenues 10,403 10,462 30,616 31,497
- ----------------------------------------------------------------------------------------------------------------------------------
Expenses:
Personnel 1,269 1,163 3,755 3,424
Building repairs and maintenance 482 494 1,323 1,399
Real estate taxes and insurance 1,217 1,142 3,509 3,306
Utilities 356 325 941 1,005
Landscaping 310 310 925 929
Other operating 424 429 1,226 1,339
Depreciation and amortization real estate assets 2,465 2,360 7,371 7,115
Depreciation and amortization non-real estate assets 8 8 24 24
General and administrative 436 431 1,284 1,290
Interest 2,268 2,268 6,805 6,805
Amortization of deferred financing costs 257 248 770 748
- ----------------------------------------------------------------------------------------------------------------------------------
Total expenses 9,492 9,178 27,933 27,384
Income before loss on disposition 911 1,284 2,683 4,113
Loss on disposition (2) - (2) -
- ----------------------------------------------------------------------------------------------------------------------------------
Net income $ 909 $ 1,284 $ 2,681 $ 4,113
==================================================================================================================================
See accompanying notes to financial statements.
Mid-America Capital Partners, L.P.
(a limited partnership)
Statements of Cash Flows
Nine months ended September 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)
2002 2001
------------- ------------
Cash flows from operating activities:
Net income $ 2,681 $ 4,113
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 8,165 7,887
Changes in assets and liabilities:
Restricted cash - (1)
Other assets (1,083) (276)
Accounts payable (17) 31
Accrued expenses and other liabilities 1,418 759
Due to affiliate (290) (655)
Security deposits 34 19
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 10,908 11,877
- ---------------------------------------------------------------------------------------------------------------------------------
Cash used in investing activities - improvements to properties (2,304) (3,094)
- ---------------------------------------------------------------------------------------------------------------------------------
Cash used in financing activities - due from limited partner (7,914) (8,254)
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 690 529
- ---------------------------------------------------------------------------------------------------------------------------------
Cash, beginning of period 1,446 859
- ---------------------------------------------------------------------------------------------------------------------------------
Cash, end of period $ 2,136 $ 1,388
=================================================================================================================================
Supplemental disclosure of cash flow information:
Interest paid $ 6,805 $ 6,805
- ---------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
MID-AMERICA CAPITAL PARTNERS, L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002 and 2001
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with the accounting policies in effect as of December 31, 2001, as set forth in
the annual financial statements of Mid-America Capital Partners, L.P. (the
"Partnership"), as of such date. In the opinion of management, all adjustments
necessary for a fair presentation of the financial statements have been included
and all such adjustments were of a normal recurring nature. The results of
operations for the three and nine months ended September 30, 2002 are not
necessarily indicative of the results to be expected for the full year.
The Partnership is a special purpose Delaware limited partnership. The
Partnership was formed on November 24, 1997 for the sole purpose to own 26
apartment communities (the Mortgaged Properties) and manage, renovate, improve,
lease, sell, transfer, exchange, mortgage and otherwise deal with the Mortgaged
Properties. The sole limited partner of the Partnership is Mid-America
Apartments, L.P., a Tennessee limited partnership (MAALP), which is a
majority-owned subsidiary of Mid-America Apartment Communities, Inc. (MAAC).
MAAC owns, directly or through its subsidiaries, all of the outstanding units of
partnership interest. MAAC is a self-administered and self-managed umbrella
partnership real estate investment trust (REIT). MAAC conducts a substantial
portion of its operations through MAALP and subsidiaries of MAALP. The sole
general partner of the Partnership is MAACP, Inc., a Tennessee corporation
(MAACP), a wholly-owned subsidiary of MAAC. The term of the Partnership shall be
to December 31, 2020, unless terminated earlier as provided in the Partnership
Agreement or as otherwise provided by law.
2. Segment Information
At September 30, 2002, the Partnership owned and operated 26 apartment
communities from which it derives all significant sources of earnings and
operating cash flows. The Partnership's operational structure is organized on a
decentralized basis, with individual property managers having overall
responsibility and authority regarding the operations of their respective
properties. Each property manager individually monitors local and area trends in
rental rates, occupancy percentages, and operating costs. Property managers are
given the on-site responsibility and discretion to react to such trends in the
best interest of the Partnership. Management evaluates the performance of each
individual property based on its contribution of revenues and net operating
income ("NOI"), which is composed of property revenues less all operating costs
including insurance and real estate taxes. The Partnership's reportable segments
are its individual properties because each is managed separately and requires
different operating strategy and expertise based on the geographic location,
community structure and quality, population mix, and numerous other factors
unique to each community.
The revenues and profits for the aggregated communities are summarized as
follows (Dollars in thousands):
Three months ended Nine months ended
September 30, September 30,
------------------------------- -------------------------------
2002 2001 2002 2001
-------------- --------------- --------------- --------------
Rental revenues $ 10,274 $ 10,316 $ 30,249 $ 30,820
Other property revenues 129 146 367 677
-------------- --------------- --------------- --------------
Total revenues 10,403 10,462 30,616 31,497
-------------- --------------- --------------- --------------
Property net operating income 6,345 6,599 18,937 20,095
Depreciation and amortization 2,473 2,368 7,395 7,139
General and administrative expenses 436 431 1,284 1,290
Interest expense 2,268 2,268 6,805 6,805
Amortization of deferred financing costs 257 248 770 748
Loss on disposition (2) - (2) -
-------------- --------------- --------------- --------------
Net income $ 909 $ 1,284 $ 2,681 $ 4,113
============== =============== =============== ==============
There have been no material changes in segment assets during the period.
PART I. Financial Information
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The following discussion and analysis of financial condition and results of
operations are based upon the Partnership's financial statements, and the notes
thereto, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires the Partnership to make a number of estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. On an ongoing basis, the Partnership evaluates its estimates and
assumptions based upon historical experience and various other factors and
circumstances. The Partnership believes that its estimates and assumptions are
reasonable in the circumstances; however, actual results may differ from these
estimates and assumptions under different future conditions.
The Partnership believes that the estimates and assumptions that are most
important to the portrayal of its financial condition and results of operations,
in that they require the most subjective judgments, form the basis of accounting
policies deemed to be most critical. These critical accounting policies include
capitalization of expenditures and depreciation of assets, and impairment of
long-lived assets.
Capitalization of Expenditures and Depreciation of Assets
The Partnership carries its real estate assets at their depreciated cost.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the related assets, which range from 8 to 40 years for land
improvements and buildings, to 5 years for furniture, fixtures, and equipment,
all of which are judgmental determinations. Repairs and maintenance costs are
expensed as incurred while significant improvements, renovations, and
replacements are capitalized.
Impairment of Long-Lived Assets
The Partnership accounts for long-lived assets in accordance with the provisions
of Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. The Partnership periodically evaluates its long-lived assets, for
indicators that would suggest that the carrying amount of the assets may not be
recoverable. The judgments regarding the existence of such indicators are based
on factors such as operating performance, market conditions, costs to complete
development projects, and legal factors. Future events could occur which would
cause the Partnership to conclude that impairment indicators exist and that the
Partnership should record an impairment loss.
OVERVIEW
The following is a discussion of the financial condition and results of
operations of the Partnership for the three and nine months ended September 30,
2002 and 2001. This discussion should be read in conjunction with the financial
statements included in this report. These financial statements include all
adjustments, which are, in the opinion of management, necessary to reflect a
fair statement of the results for the interim periods presented, and all such
adjustments are of a normal recurring nature.
The total number of apartment units owned at September 30, 2002 and 2001 was
5,948 in 26 apartment communities. Average monthly rental per apartment unit was
$617 at September 30, 2002 and 2001. Overall occupancy was 94.4% and 95.2% at
September 30, 2002 and 2001, respectively.
RESULTS OF OPERATIONS (Dollars in 000's)
COMPARISON OF THE PARTNERSHIP'S THREE MONTHS ENDED SEPTEMBER 30, 2002 TO THE
THREE MONTHS ENDED SEPTEMBER 30, 2001
Total revenues for the three months ended September 30, 2002 decreased .6% from
the three months ended September 30, 2001. This decrease is due to the decline
in occupancy from the third quarter of 2001.
Property operating expenses for the three months ended September 30, 2002
increased by 5.0% as compared to the same period a year ago. Increases in
personnel, real estate taxes and insurance, and utilities were partially offset
by decreases in building repairs and maintenance and other operating expenses.
COMPARISON OF THE PARTNERSHIP'S NINE MONTHS ENDED SEPTEMBER 30, 2002 TO THE NINE
MONTHS ENDED SEPTEMBER 30, 2001
Total revenues for the nine months ended September 30, 2002 decreased 2.8% from
the nine months ended September 30, 2001. This decrease was due to the decline
in occupancy from the first nine months of 2001.
Property operating expenses for the nine months ended September 30, 2002
increased by 2.4% as compared to the same period a year ago. Increases in
personnel, and real estate taxes and insurance were partially offset by
decreases in utilities, building repairs and maintenance, landscaping and other
operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flow provided by operating activities decreased to $10,908 for the nine
months ended September 30, 2002 from $11,877 for the nine months ended September
30, 2001 mainly related to lower net income.
Net cash flow used in investing activities decreased by $790 for the nine months
ended September 30, 2002 as compared to the same period a year earlier due to
decreased capital improvements to the properties.
Net cash used in financing activities decreased during the period due to
intercompany cash payments to the limited partner.
The Partnership believes that cash provided by operations is adequate and
anticipates that it will continue to be adequate in both the short and long-term
to meet operating requirements (including recurring capital expenditures at the
communities).
The Partnership's $142 million of debt matures in March 2003. Mid-America
Apartment Communities, Inc. ("MAAC") expects to fund the refinancing of this
debt by debt issued under MAAC's secured credit facility with Prudential
Mortgage Capital, credit enhanced by Fannie Mae.
INSURANCE
In the opinion of management, property and casualty insurance is in place which
provides adequate coverage to provide financial protection against normal
insurable risks such that it believes that any loss experienced would not have a
significant impact on the Partnership's liquidity, financial position, or
results of operations.
INFLATION
Substantially all of the resident leases at the communities allow, at the time
of renewal, for adjustments in the rent payable thereunder, and thus may enable
the Partnership to seek rent increases. The substantial majority of these leases
are for one year or less. The short-term nature of these leases generally serves
to reduce the risk to the Partnership of the adverse effects of inflation.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In April 2002, the FASB issued Statement No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No.13, and Technical Corrections
(Statement 145). The rescission of Statement No. 4, Reporting Gains and Losses
from Extinguishment of Debt and Statement No. 64, Extinguishments of Debt made
to Satisfy Sinking-Fund Requirements eliminates an exception to general practice
relating to the determination of whether certain items should be classified as
extraordinary and is effective in fiscal years beginning after May 15, 2002,
with earlier implementation encouraged. The amendment of Statement No. 13,
Accounting for Leases affects the accounting by the lessee for certain lease
modifications that have economic effects similar to sale-leaseback transactions
and Intangible Assets for Motor Carriers removes a no longer relevant standard
from the authoritative literature. The rescission of Statement No. 44 and all
other provisions of Statement 145 are effective for financial statements issued
on or after May 15, 2002. The impact of adopting Statement 145 is not expected
to be material.
In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal Activities (Statement 146). Statement 146 requires all
companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. Statement 146 is to be applied prospectively to exit or disposal
activities after December 31, 2002. The impact of adopting Statement 146 is not
expected to be material.
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS
The Management's Discussion and Analysis of Financial Condition and Results of
Operations contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. These statements include the plans and
objectives of management for future operations, including plans and objectives
relating to capital expenditures and rehabilitation costs on the apartment
communities. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. Although the
Partnership believes that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could be inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Partnership or any other person that the objectives and plans of the Partnership
will be achieved.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
This information has been omitted as there have been no material changes in the
Partnership's market risk as disclosed in the 2001 Annual Report on Form 10-K.
ITEM 4. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Partnership maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in its Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Partnership's management, including its general
partner's Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. Management necessarily
applied its judgment in assessing the costs and benefits of such controls and
procedures which, by their nature, can provide only reasonable assurance
regarding management's control objectives.
Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of the
Partnership's management, including its general partner's Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Partnership's disclosure controls and procedures pursuant to
Rule 13a-14 of the Securities Exchange Act of 1934 (the "Exchange Act"). Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Partnership's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Partnership that is required to be included in the Partnership's Exchange Act
filings.
CHANGES IN INTERNAL CONTROLS
There have been no significant changes in the Partnership's internal controls or
in other factors which could significantly affect internal controls subsequent
to the date the evaluation was completed.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits or Reports on Form 8-K
(a) The following exhibits are filed as part of this report.
Exhibit No
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MID-AMERICA CAPITAL PARTNERS, L.P.
Date: November 14, 2002 /s/Simon R.C. Wadsworth
Simon R.C. Wadsworth
President and Director
(Principal Financial and Accounting Officer)
Chief Executive Officer Certification
I, H. Eric Bolton, Jr., certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Mid-America Capital
Partners, L.P.;
(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 the date within 90 days prior to 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, 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: November 14, 2002 /s/H. Eric Bolton, Jr.
H. Eric Bolton, Jr.
Chief Executive Officer
Chief Financial Officer Certification
I, Simon R.C. Wadsworth, certify that:
(1) I have reviewed this quarterly report on Form 10-Q of Mid-America Capital
Partners, L.P.;
(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 the date within 90 days prior to 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, 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: November 14, 2002 /s/Simon R.C. Wadsworth
Simon R.C. Wadsworth
Chief Financial Officer