U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 000-17468
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KUPPER PARKER COMMUNICATIONS, INCORPORATED
(Exact name of the Registrant as specified in its charter)
NEW YORK 11-2250305
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8301 Maryland Avenue, St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 290-2000
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(Former name, former address and former fiscal year, if changed
from last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes No .
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,816,907 shares of Common Stock, par
value $0.01, as of March 14, 2003.
Transitional Small Business Disclosure Format (check one): Yes No X
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KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PART I - FINANCIAL INFORMATION
Page Number
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
January 31, 2003 (Unaudited) and October 31, 2002 3
Condensed Consolidated Statements of Operations for
the three months ended January 31, 2003 and 2002
(Unaudited) 4
Condensed Consolidated Statements of Cash Flows for
the three months ended January 31, 2003 and 2002 5
(Unaudited)
Notes to Condensed Consolidated Financial Statements 6
(Unaudited)
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation 9
Item 3. Controls and Procedures 11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
Certifications 13
2
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
January 31, October 31,
2003 2002
---- ----
ASSETS
Current Assets
Cash and cash equivalents $ 1,239,031 $ 931,619
Accounts receivable, net of allowance for bad debts
of $423,346 and $434,926 6,992,781 9,176,835
Other current assets 693,655 596,136
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Total Current Assets 8,925,467 10,704,590
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Property and equipment, net of accumulated depreciation
and amortization of $1,709,399 and $1,625,370 706,602 780,612
Intangibles, net of accumulated amortization of
$157,976 and $120,132 297,714 335,558
Goodwill, net of accumulated amortization of $298,352 3,850,987 3,850,987
Other assets 437,018 435,470
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Total Assets $ 14,217,788 $ 16,107,217
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 1,158,735 $ 1,172,348
Accounts payable 10,090,152 12,056,867
Accrued expenses 1,631,698 1,429,680
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Total Current Liabilities 12,880,585 17,138,528
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Long-term Liabilities
Long-term debt, less current maturities 1,857,323 2,166,115
Other long-term liabilities 123,094 207,902
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Total Long-term Liabilities 1,980,417 2,374,017
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Stockholders' Equity
Common stock, $.10 stated value, 30,000,000 shares authorized;
6,200,094 shares issued 620,009 620,009
Paid-in capital 3,459,349 3,459,349
Retained earnings (deficit) (4,050,248) (4,332,729)
Treasury stock, at average cost; 383,187 shares (672,324) (672,324)
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Total Shareholders' Equity (Deficit) (643,214) (925,695)
------------ ------------
Total Liabilities and Shareholders' Equity $ 14,217,788 $ 16,107,217
============ ============
See accompanying notes to condensed consolidated financial statements.
3
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED JANUARY 31,
--------------------------------------
2003 2002
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REVENUES $ 3,096,375 $ 3,722,319
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OPERATING EXPENSES:
Salaries and Benefits 2,023,909 3,051,532
Office and General 742,869 1,007,374
Unusual Items - 162,791
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Total Operating Expenses 2,776,778 4,221,697
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Operating Income (Loss) 329,597 (499,378)
OTHER INCOME (EXPENSE):
Interest income 1,945 7,757
Interest expense (49,061) (36,692)
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(47,116) (28,935)
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Pretax Income (Loss) 282,481 (528,313)
PROVISION FOR TAXES - -
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NET INCOME (LOSS) $ 282,481 $ (528,313)
=========== ===========
EARNINGS PER SHARE
Basic $ 0.05 $ (0.09)
=========== ===========
Diluted $ 0.05 $ (0.09)
=========== ===========
See accompanying notes to condensed consolidated financial statements.
4
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED JANUARY 31,
--------------------------------------
2003 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 282,481 $ (528,313)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities
Depreciation and amortization 120,701 184,060
Provision for bad debts 18,000 18,315
Changes in assets - (increase) decrease
Accounts receivable 2,166,054 3,227,058
Other current assets (97,519) 464,833
Other assets (1,548) (271)
Changes in liabilities - increase (decrease)
Accounts payable (1,966,715) (2,894,447)
Accrued expenses 117,210 (481,347)
Other 20,941 (7,573)
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Net Cash Provided By (Used In) Operating Activities 659,605 (17,685)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (9,524) (14,803)
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Net Cash Used In Investing Activities (9,524) (14,803)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt (342,669) (93,231)
Payments of short-term bank borrowings - (200,000)
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Net Cash Used In Investing Activities (342,669) (293,231)
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Impact Of Foreign Currency Translation On Cash - (12,280)
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Net Increase (Decrease) In Cash And Cash Equivalents 307,412 (337,999)
Cash and cash equivalents, at beginning of year 931,619 1,830,860
----------- -----------
Cash and cash equivalents, at end of period $ 1,239,031 $ 1,492,861
=========== ===========
See accompanying notes to condensed consolidated financial statements.
5
KUPPER PARKER COMMUNICATIONS, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2003
1. These unaudited interim financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or
omitted. It is therefore suggested that these unaudited interim
financial statements be read in conjunction with the company's audited
financial statements and notes thereto for the fiscal year ended
October 31, 2002 included in the company's Form 10-KSB for the fiscal
year ended October 31, 2002. Results of operations for interim periods
are not necessarily indicative of annual results.
2. These statements reflect all adjustments consisting of normal recurring
accruals, which, in the opinion of management, are necessary for a fair
presentation of the Company's financial position and results of
operations and cash flows for the periods presented.
3. A reconciliation of shares used in calculating basic and diluted
earnings per share for the three months ended January 31, 2003 and 2002
is as follows:
2003 2002
---------------- -------------
Basic 5,816,907 6,026,531
Effect of assumed conversion of stock options 169,305 N/A
---------------- -------------
Diluted 5,986,222 6,026,531
================ =============
4. The Company classifies its accumulated other comprehensive income,
which is comprised solely of foreign currency translation adjustments,
as a separate component of stockholders' equity. Total comprehensive
income for the three months ended January 31, 2003 and 2002 are as
follows:
2003 2002
---------------- -------------
Net income (loss) $ 282,481 $(528,313)
Foreign currency translation -- (13,796)
---------------- -------------
Comprehensive income (loss) $ 282,481 $(542,109)
================ =============
5. The Company has adopted the disclosure requirements of Statement of
Financial Accounting Standards No. 148 (SFAS 148), "Accounting for
Stock-Based Compensation - Transition and Disclosure" effective
November 1, 2002. SFAS 148 amends Statement of Financial Accounting
Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based compensation and also amends the disclosure requirements of
SFAS 123 to require prominent disclosures in both annual and interim
financial statements about the methods of accounting for stock-based
employee compensation and the effect of the method used on reported
results. As permitted by SFAS 148 and SFAS 123, the Company continues
to apply the accounting provisions of APB 25, and
6
related interpretations, with regard to the measurement of compensation
cost for options granted under the Company's equity compensation plan.
No employee compensation expense has been recorded as all options
granted had an exercise price equal to the market value of the
underlying common stock on the date of grant. The pro forma effect on
our results of operations, had expense been recognized using the fair
value method described in SFAS 123, using the Black-Scholes
option-pricing model, is shown below. Due to the valuation allowance
against the deferred tax asset, the pro forma deduction does not
include the effect of a tax deduction in 2003.
2003 2002
---------------- -------------
Net income (loss), as reported $282,481 $(528,313)
Deduct: total stock-based compensation expense determined under the
fair value method (15,193) (10,182)
---------------- -------------
Pro forma net income (loss) $267,288 $(538,495)
================ =============
Basic and diluted earnings (loss) per share - as reported $ 0.05 $ (0.09)
================ =============
Basic and diluted earnings (loss) per share - pro forma $ 0.04 $ (0.09)
================ =============
6. Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill
and Other Intangible Assets," which superceded APB Opinion No 17,
"Intangible Assets," established financial accounting and reporting
standards for acquired goodwill and other intangible assets. Under SFAS
No. 142, goodwill and other intangible assets with indefinite lives are
not amortized but rather tested for impairment annually, or more
frequently if impairment indicators arise. SFAS No. 142 is effective
for fiscal years beginning after December 15, 2001. Effective November
1, 2002, the Company ceased amortization of goodwill acquired prior to
July 1, 2001. The Company has completed the transitional goodwill
impairment test as of November 1, 2002, as required by SFAS No. 142.
The fair values of the reporting units were estimated using both a
discounted cash flow model and a market comparable approach (as
prescribed in SFAS No. 142), which resulted in no goodwill impairment.
If estimates of fair value or their related assumptions change in the
future, the Company may be required to write-off the impaired portion
of the goodwill, which could have a material adverse effect on the
operating results in the period in which the write-off occurs.
7
The following table reflects net loss and net loss per share as if
goodwill were not subject to amortization for the three months ended
January 31, 2002.
2002
-------------
Reported net income (loss) $(528,313)
Add back goodwill amortization 49,880
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Adjusted net income (loss) $(478,433)
=============
Reported net income (loss) per share (basic and diluted) $ (0.09)
Add back goodwill amortization 0.01
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Adjusted net income (loss) per share (basic and diluted) $ (0.08)
=============
Intangibles consists of the following:
JANUARY 31, OCTOBER 31,
2003 2002
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Customer lists $455,000 $455,000
Trademark 10,690 10,690
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$455,690 $455,690
Accumulated amortization (157,976) (120,132)
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$297,714 $335,558
=============== ================
Amortization of intangibles charged against income amounted to $37,844
for the quarter ended January 31, 2003 and 27,429 for the quarter ended
January 31, 2002.
Scheduled future amortization expense is as follows:
YEAR AMOUNT
2003 $117,100
2004 145,801
2005 34,813
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$297,714
=============
7. On January 27, 2003, the Company amended its existing bank debt
agreement. The amendment requires the Company to make monthly debt
repayments of $29,926 beginning on February 28, 2003 together with
monthly interest payments at the higher of bank's prime rate or 4.75%.
The amended bank agreement is scheduled to mature on December 29, 2003,
at which time the outstanding principal will be due. Under the terms of
the amended loan agreement, the Company must meet certain minimum
financial targets. These targets are: (i) the Company must report
after-tax net earnings and an increase of net worth of at least
$249,000 for the three months ending January 31, 2003, (ii) the Company
must report after-tax net earnings and an increase of net worth of at
least $528,000 for the six months ending April 30, 2003, (iii) the
Company must report after-tax net earnings and an increase of net worth
of at least $842,000 for the nine months ending July 31, 2003, (iv) the
Company must report after-tax net earnings and an increase of net worth
of at least $1,156,000 for the fiscal year ending October 31, 2003, and
(v) the Company must maintain an average debt service coverage of 1.1
times for the fiscal year ending October 31, 2003. In connection with
the new bank loan agreement, Bruce Kupper, Chairman and Chief Executive
Officer of the Company, personally guaranteed $500,000 of the bank
debt. The Company met the net worth and after-tax earnings covenants as
of January 31, 2003.
8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS - THREE MONTHS ENDED JANUARY 31, 2003
Revenues for the three months ended January 31, 2003 were $3,096,375, a 16.8%
decrease from revenues for the three months ended January 31, 2002 of
$3,722,319. The decline in revenues resulted from reduced demand for most
advertising and marketing services in the wake of weak economic activity in the
United States. The rate of decline in revenues has improved from the fourth
quarter of fiscal 2002 - in the fourth quarter of fiscal 2002, the rate of
decline in organic revenues was 26.9%.
Salaries and benefits expense decreased $1,027,623 or 33.7% to $2,023,909. The
decline in this category of expense results from the aggressive cost reduction
program that the Company initiated in the first quarter of fiscal 2002. In
response to lower spending by clients, the Company reduced total headcount from
172 employees at October 31, 2001 to 116 employees at October 31, 2002, a
reduction of 32.6%. During the first quarter of fiscal 2003, the Company further
reduced total headcount by 6 people or approximately 5.2%.
Office and general expenses decreased $264,505 or 26.3% between years to
$742,869. As indicated in Footnote 6 of the Notes to the Condensed Consolidated
Financial Statements, $49,880 of this decline in expenses results from the fact
that the Company ceased amortizing goodwill effective November 1, 2002 in
accordance SFAS No. 142. The remainder of the decrease in office and general
expense is due to the fact that the Company closed its Stamford office in the
fourth quarter of fiscal 2002 and has continued to emphasize cost cutting
measures in response to the above-noted decline in revenues.
During fiscal 2001 the Company initiated a private placement securities offering
to raise capital to finance its acquisition program. In December 2001, the
Company aborted this offering due to unfavorable market conditions. As a result,
in the first quarter of fiscal 2002 the Company recognized a pre-tax charge of
$162,791 to write off equity issuance costs capitalized at October 31, 2001.
This charge is reflected on the line item "Unusual Items".
Interest income declined from $7,757 to $1,945 in the first quarter of 2003
principally due to the fact that the Company had less cash to invest in
overnight interest-bearing securities in fiscal 2003. Interest expense increased
from $36,692 in 2002 to $49,061 in 2003 as a result of debt incurred to fund the
Company's acquisition program.
During the first quarter of 2003, the Company did not record a tax provision
because it has previously unbenefited net operating losses in excess of its
fiscal 2003 first quarter taxable income. During the first quarter of 2002, the
Company established a valuation reserve of $168,909 that was equal to its
expected tax benefit for the quarter.
LIQUIDITY AND CAPITAL RESOURCES
As of January 31, 2003, Kupper Parker's cash and cash equivalents totaled
$1,239,031, compared to $931,619 at October 31, 2002. The increase in cash and
cash equivalents is principally due to the fact that the Company recorded a
profit in the first quarter of 2003 and improved its relationship of accounts
receivable to accounts payable. As a result, cash
9
provided by operations exceeded fixed asset purchases and loan repayments by
$307,412 in the first quarter of fiscal 2003.
Operating Activities: Kupper Parker's funds from operating activities consist
primarily of net income adjusted for non-cash items and changes in operating
assets and liabilities. Cash provided by operating activities was $659,605 in
the first three months of 2003 compared to cash used by operating activities of
$17,685 in 2002. The principal reason for the change between years is that the
Company reported net income of $282,481 in the first quarter of fiscal 2003
compared to a net loss of $528,313 for the first quarter of fiscal 2002.
Operating cash flows are impacted by the seasonal relationship of accounts
receivable to accounts payable, particularly those of acquisitions. This
relationship generally changes during the first quarter of a fiscal year, as
clients slow payments by as much as one to two weeks. Kupper Parker's policy is
to bill and collect monies from its clients prior to payments due to the media.
During the first quarter of 2003, Kupper Parker emphasized the collection of
receivables particularly in its newly acquired companies, resulting in an
improved relationship of accounts receivable to accounts payable.
Investing Activities: Cash used in investing activities was $9,524 in 2003
compared to $14,803 in 2002. Investing activities in both periods was low and
consisted only of purchases of computers and other fixed assets.
Financing Activities: During the first quarter of 2002, the Company repaid
$200,000 of the total short-term borrowings of $1,900,328 that it owed at
October 31, 2001. In addition, the Company paid $93,231 in scheduled long-term
debt payments. During the first quarter of fiscal 2003, the Company made
$321,669 in scheduled debt payments and also made $21,000 of debt prepayments.
At January 31, 2003, the Company was in compliance with all covenants and
conditions related to its bank debt agreement. Kupper Parker's bank borrowings
arrangements are subject to annual renewals. Kupper Parker does not anticipate
any difficulties in obtaining renewals of its bank borrowing arrangements.
NEW ACCOUNTING STANDARD
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of Statement 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The Company has adopted SFAS No.
148 in 2003 and there was no material impact to the Company's consolidated
financial position or results of operations. See Footnote 5 of the Notes to the
Condensed Consolidated Financial Statements pertaining to additional disclosures
required.
10
CERTAIN TRENDS AND UNCERTAINTIES
The following discussion highlights trends and uncertainties, in addition to
those discussed elsewhere in this Form 10-QSB, that could materially impact our
business, results of operations and financial condition.
Economic Slowdown, Terrorism, and Armed Conflict: The events of September 11,
2001 ultimately proved to cause a severe downturn in the overall economy
resulting in decreased spending by our clients. Although we do not believe that
the recent events in Iraq have resulted in any material changes to the Company's
business and operations since October 31, 2002, it is difficult to assess the
impact that the possibility of armed conflict with Iraq, combined with the
lingering general economic slowdown, will have on future operations. These
events could result in reduced spending by customers and advertisers, which
could reduce our revenues and operating cash flow. Additionally, an economic
slowdown could affect our ability to collect accounts receivable. If we
experience reduced operating revenues, it could negatively affect our ability to
make expected capital expenditures and could also result in our inability to
meet our obligations under our financing agreements. These developments could
also have a negative impact on our financing and variable interest rate
agreements through disruptions in the market or negative market conditions.
Terrorism and related events may have other adverse effects on the Company, in
ways that cannot be presently predicted.
ITEM 3 - CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report (the "Evaluation Date"), the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic SEC filings.
In addition, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
Evaluation Date.
11
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Certification of Chief Executive Officer Pursuant To 18 U.S.C.
Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer 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
In a Form 8-K filed on March 20, 2003, Registrant reported first
quarter 2003 earnings.
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 in the City of St. Louis, State of
Missouri on March 14, 2003.
Kupper Parker Communications, Incorporated
By: /s/ John J. Rezich
-------------------------------
John J. Rezich
Chief Financial Officer
12
CERTIFICATIONS
I, Bruce Kupper, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Kupper Parker
Communications, Incorporated;
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; and
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
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.
March 14, 2003
/s/ Bruce Kupper
- ------------------
Bruce Kupper
Chairman, President and Chief Executive Officer
13
I, John J. Rezich, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Kupper Parker
Communications, Incorporated;
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; and
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
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.
March 14, 2003
/s/ John J. Rezich
- ------------------------
John J. Rezich
Chief Financial Officer
14
Exhibits
99.1 Certification of Chief Executive Officer Pursuant To 18 U.S.C.
Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer Pursuant To 18 U.S.C.
Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act of 2002
15