UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 000-29211
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
FLORIDA 65-0847852
- ------------------------------- ------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1601 WESTPARK DRIVE #4C LITTLE ROCK, AR 72204
- --------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(501) 661-9100
---------------------------
(ISSUER'S TELEPHONE NUMBER)
CHECK WHETHER THE ISSUER (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED
BY THE 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.
(1) YES [X] NO [ ] (2) YES [X] NO [ ]
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASS OF
COMMON EQUITY, AS OF THE LATEST PRACTICABLE DATE. AS OF MAY 8, 2003, 5,843,056
SHARES OF COMMON STOCK ARE ISSUED AND OUTSTANDING.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: YES [ ] NO [X]
TABLE OF CONTENTS
PART I......................................................................2
ITEM 1. FINANCIAL STATEMENTS...............................................2
PART F/S....................................................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
Background................................................7
Financial Condition and Results of Operations.............9
Liquidity and Capital Resources...........................10
Trends....................................................10
PART II ....................................................................11
ITEM 1. LEGAL PROCEEDINGS .................................................11
ITEM 2. CHANGES IN SECURITIES .............................................11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES ...................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...............11
ITEM 5. OTHER INFORMATION .................................................11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ..................................12
SIGNATURES .................................................................12
PART I
ITEM 1. FINANCIAL STATEMENTS
Our financial statements are contained in pages 2 through 5 following.
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
BALANCE SHEET (CONSOLIDATED)
MARCH 31, 2003
Unaudited
ASSETS
Current assets
Cash $ 35,352
Accounts receivable 678,591
Inventories 556,723
Note receivable 42,952
Advances to related parties 99,071
Prepaid expenses 112,227
Current deferred income tax benefit 8,850
-----------
Total current assets 1,533,766
-----------
Property and equipment
Furniture and fixtures 123,733
Molds, dies, and artwork 459,679
-----------
583,412
Accumulated depreciation (334,833)
-----------
Net property and equipment 248,579
-----------
Other assets
Patents and trademarks, net of
accumulated amortization of $34,025 117,223
Deferred income tax benefit 218,763
-----------
Total other assets 335,986
-----------
Total assets $ 2,118,331
===========
2
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
BALANCE SHEET (CONSOLIDATED)
MARCH 31, 2003
Unaudited
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Due to factor $ 402,515
Notes payable 387,460
Notes payable - stockholders 192,500
Accounts payable-trade 291,616
Accrued payroll tax withholdings 118,079
Accrued expenses-other 16,321
-----------
Total current liabilities 1,408,491
-----------
Stockholders' equity
Common stock, $.001 par value; authorized
50,000,000 shares; issued and outstanding
5,818,056 shares 5,818
Preferred stock, $.001 par value; authorized
10,000,000 shares; none issued and outstanding
Additional paid-in capital 1,236,257
Retained earnings (deficit) (532,235)
-----------
Total stockholders' equity 709,840
-----------
Total liabilities and stockholders' equity $ 2,118,331
===========
3
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS (CONSOLIDATED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
Unaudited
March 31, March 31,
2003 2002
----------- -----------
Net sales $ 769,342 $ 483,631
Cost of sales 453,746 230,761
----------- -----------
Gross profit 315,596 252,870
----------- -----------
Operating expenses
Selling 90,171 116,843
General and administrative 162,883 180,372
----------- -----------
Total operating expenses 253,054 297,215
----------- -----------
Income from operations 62,542 (44,345)
----------- -----------
Other income (expense)
Other income 795 --
Interest expense (32,451) (21,168)
----------- -----------
Total other income (expense) (31,656) (21,168)
----------- -----------
Income (loss) before income tax expense 30,886 (65,513)
Provision for income taxes 9,451 --
----------- -----------
Net income (loss) $ 21,435 $ (65,513)
=========== ===========
Numerator - net income (loss) $ 21,435 $ (65,513)
Denominator - weighted average number of shares outstanding 5,818,039 5,743,122
----------- -----------
Basic earnings (loss) per share $ 0.00 $ (0.01)
=========== ===========
4
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS (CONSOLIDATED)
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
Unaudited
March 31, March 31,
2003 2002
-------- --------
Cash flows from operating activities
Net income (loss) 21,435 (65,513)
Adjustments to reconcile net income to
net cash provided (used in) operating activities:
Issuance of common stock for services 40 --
Depreciation 14,453 14,405
Amortization 4,872 2,623
Deferred income tax provision (benefit) 9,451 --
Changes in assets and liabilities
Accounts receivable 313,514 15,869
Inventories 40,044 (87,297)
Note receivable (620) --
Advances to employees 9,050 (271)
Prepaid expenses (29,526) (27,223)
Accounts payable - trade 19,448 100,913
Accrued payroll tax withholdings (13,432) (9,804)
Accrued expenses other (1,940) (3,683)
-------- --------
Net cash provided by (used in) operating activities 365,354 5,532
-------- --------
Cash flows from investing activities
Purchases of property and equipment (6,209) (10,852)
Purchases of patents and trademarks -- (2,750)
-------- --------
Net cash provided by (used) in investing activities (6,209) (13,602)
-------- --------
Cash flows from financing activities
Increase (decrease) in due to factor (332,520) (21,430)
Net change in notes payable (26,086) (11,654)
Net change in notes payable-stockholders -- (25,000)
Proceeds from issuance of common stock -- 40,000
Payments on stock subscriptions receivable -- 25,000
-------- --------
Net cash provided by (used in) financing activities (358,606) 6,916
-------- --------
Increase (decrease) in cash 21,974 (66,667)
Cash - beginning of period 13,378 72,633
-------- --------
Cash - end of period 35,352 5,966
======== ========
5
PART F/S
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
SELECTED NOTES TO FINANCIAL STATEMENTS
o NATURE OF BUSINESS
DAC Technologies Group International, Inc. (the "Company"), a Florida
corporation, is in the business of developing, manufacturing and marketing
various consumer products, patented and unpatented, which are designed to
provide security for the consumer and their property. In addition, the Company
has developed a wide range of security and non-security products for the home,
automobile and individual. The majority of the Company's products are
manufactured and imported from mainland China and are shipped to the Company's
central warehouse facility in Little Rock, Arkansas. These products, along with
other items manufactured in the United States, are sold primarily to mass
merchants and sporting goods retailers throughout the United States and
international locations.
o ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and basis of presentation - The Company was incorporated
as a Florida corporation in July 1998 under the name DAC Technologies of
America, Inc. In July 1999, the Company changed its name to DAC Technologies
Group International, Inc.
Unaudited interim financial statements - The accompanying financial
statements of the Company for the three months ended March 31, 2003 and 2002 are
unaudited, but, in the opinion of management, reflect the adjustments, all of
which are of a normal recurring nature, necessary for a fair presentation of
such financial statements in accordance with generally accepted accounting
principles. The significant accounting policies applied to these interim
financial statements are consistent with those applied to the Company's December
31, 2002 audited financial statements included in the Company's Form 10KSB. The
results of operations for an interim period are not necessarily indicative of
the results for a full year.
o EQUITY TRANSACTIONS
During the first quarter of 2003, the Company issued 100 shares of
restricted common stock in connection with a prize drawing conducted at the SHOT
Show, a trade show for the hunting industry. In addition, subsequent to this
reporting period, the Company issued 25,000 shares of restricted stock pursuant
to section 4.2 of the Securities Act of 1933 to CEOcast in exchange for
financial public relations services. This information will be more fully
reported in our next reporting period.
o NOTES PAYABLE
The Company has a loan with a local bank in the principal amount of
$53,138, bearing interest at 8.50%, which matured April 30, 2003. This Note is
now past due, however, the Bank has indicated to the Company that it does not
intend to call the loan. The Company is currently in negotiations for renewal of
this loan.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
The following Management Discussion and Analysis of Financial Condition is
qualified by reference to and should be read in conjunction with our Financial
Statements and the Notes thereto as set forth at the end of this document. We
include the following cautionary statement in this Form 10QSB for any
forward-looking statements made by, or on behalf of, the Company.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, expectations, future events or performances and underlying
assumptions and other statements which are other than statements of historical
facts. Certain statements contained herein are forward-looking statements and,
accordingly, involve risks and uncertainties which could cause actual results or
outcomes to differ materially from those expressed in the forward-looking
statements. The Company's expectations, beliefs and projections are expressed in
good faith and are believed by the Company to have a reasonable basis, including
without limitation, Management's examination of historical operating trends,
data contained in the Company's records and other data available from third
parties, but there can be no assurance that management's expectations, beliefs
or projections will result or be achieved or accomplished.
(a) SUMMARY
After posting its first $1,000,000 in quarterly gross sales during the
fourth quarter of 2002, the Company has followed up by reporting a 59% increase
in net sales for the first quarter of 2003 as compared to the first quarter of
2002. In addition, the Company has recorded its fourth consecutive profitable
quarter in the first quarter of 2003.
Significant to this continued sales growth during the first quarter has
been the Company's ability to penetrate the firearm manufacturers market. The
Company has been able to secure gun lock business from several major firearm
manufacturers and believes this portion of its business will continue to grow.
The Company has continued to be active in the research and development
of new security products for sale to our mass merchant, sporting goods and other
customers. Sales of the Company's new "Sportsman Lighter", which began selling
during the fourth quarter of 2002, continues to grow, and accounts for 23% of
the increase in sales over the first quarter of last year. This item will be
added as a permanent item in the sporting goods department of Wal-Mart in the
second quarter of 2003, which should provide continued increases in sales of
this product.
The Company, in the first quarter of this year, has development a new
line of "Gunmaster" gun cleaning kits. These kits will work with virtually every
make and model of firearms. Three of these kits will be added as permanent items
in Wal-Mart during the second quarter of this year as well.
7
DETAILS
We are in the business of developing, marketing and outsourcing the
manufacture of various consumer products, patented and non-patented, designed to
enhance and provide security for the consumer and for his property. We have
placed particular emphasis on gun safety because it continues to be a prominent
national issue due to the rash of school and workplace violence. In particular,
our products consist of gun locks, trigger locks, security safes, specialty
safes, personal protection devices and items for the health care industry.
A significant portion of our business is with mass market retailers
such as Wal Mart, Walgreens and Kmart. However, initiatives to develop a
nationwide cadre of manufacturer's representatives will allow us to penetrate
the sporting goods market, which consists of thousands of smaller gun shops and
sporting goods stores and distributors. We have also begun selling our products
in many other markets consisting of safe retailers, jewelry stores, truck stops,
alarm companies, RV retailers and computer retailers. We have significantly
increased our sales to firearm manufacturers. Developing these markets and
continuing to focus attention on potential new ones will allow us to reduce our
dependence on our mass merchant customers.
THE COMPANY'S BUSINESS PLAN AND STRATEGY FOR GROWTH FOCUSES ON:
o increased penetration of our existing market
o aggressive targeting and penetration of other markets, i.e. sporting
goods retailers
o diversification of products and services to provide a base for
continued growth
o adoption of new technologies for safety and security products
o adoption of new product lines
o identification and recruitment of effective manufacturer's
representatives to actively market these products on a national and
international basis
o aggressive cost containment
The principal key to increasing the rate of the Company's growth is the
availability of capital to maintain additional inventory, develop or acquire new
products and secure motivated professional employees.
Management believes that continued growth will require the Company to
continually innovate and improve its existing line of products and services to
meet consumer, industry and governmental demands. In addition, we must continue
to develop or acquire new and unique products that will appeal to gun owners.
We have redesigned our website (www.dactec.com). All of our products
are available via e-commerce on this new site.
8
(b) FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company had net income of $21,435 on net sales revenues of $769,342
for the quarter ended March 31, 2003, as compared to a net loss of $65,513 on
net sales revenues of $483,631 for the same quarter in 2002. The increase in net
sales revenues of $285,711 represents a 59% increase over the first quarter of
2002. This increase was primarily due to the sales of gun locks to firearms
manufacturers and the Company's new Sportsman Lighter, which began selling in
the fourth quarter of 2002.
Operating expenses for the quarter ended March 31, 2003 were $253,053
as compared to $297,215 for the prior year. This decrease of $44,162, or 15%,
was due primarily to the Company's continued efforts to reduce overall expenses.
Payroll related expenses accounted for 41% of this decrease.
Gross profit for the quarter ended March 31, 2003 was $315,596 as
compared to $252,870 for the prior year, an increase of $62,726. Gross margin
percentages decreased form 52% in 2002 to 41% in 2003. The decrease in gross
margin percentages is directly related to the increase in sales of gun locks to
gun manufacturers. This is a highly competitive market, and gross margins are
significantly lower than for sales to the Company's mass merchant and
distributor customers.
Interest expense for the quarter ended March 31, 2003 was $32,451 as
compared to $21,168 for the prior year. This is an increase of $11,283, or 53%.
The Company finances its cash flow needs through a factoring agreement, wherein
it borrows against its accounts receivable. Because of the record sales in the
fourth quarter of 2002, and higher sales during the first quarter of 2003 as
compared to 2002, the Company's borrowings under this factoring agreement during
the first quarter of 2003 averaged $556,341 as compared to $247,695 for the
first quarter of 2002.
The fourth quarter 2002 sales in excess of $1,000,000 as compared to
the first quarter of 2003 sales of $769,342 had a significant impact upon the
Company's balance sheet as well. As of March 31, 2003, the Company's accounts
receivable were $678,591 as compared to $992,105 at December 31, 2002, a
decrease of $313,514. The amount owed to our factor for borrowings against our
accounts receivable was $402,515 at March 31, 2003 as compared to $735,035 at
December 31, 2002 a decrease of $332,520. These decreases are normal and
expected when sales decrease from quarter to quarter.
9
(c) LIQUIDITY AND CAPITAL RESOURCES
Our primary source of cash is funds from our operations. We believe
that external sources of liquidity could be obtained in the form of bank loans,
letters of credit, etc. We maintain an account receivable factoring arrangement
in order to insure an immediate cash flow. The factor may also, at its
discretion, advance funds prior to the collection of our accounts. Advances are
payable to the factor on demand. Should our sales revenues significantly
decline, it could affect our short-term liquidity. For the period ending March
31, 2003, we owed our factor approximately $405,515.
(d) TRENDS
Even with the election of a new President and the change in the
Administration, handgun safety remains a major concern, and interest may
continue to increase in the next few years, particularly in light of the
accidental and intentional shootings involving children. The focus is expected
to become more one of gun safety rather than one of attempts to ban guns. Gun
safety issues are expected to be moved from the Federal level to the state
level, while those at the federal level are seemingly becoming more rational
with the approach being taken by the Consumer Products Safety Commission to set
measurable standards of performance for gun locking devices. The Company, with
developed products that address preventive handgun safety, anticipates that it
will be in a position to benefit from this trend-although this, of course,
cannot be guaranteed. We believe that the continued focus on handgun safety, the
use of gun locks by law enforcement agencies, the litigation aimed at gun
manufacturers and corresponding about- face regarding gun safety locks begun by
Smith & Wesson, as well as the gun legislation will hopefully will enhance our
product line revenues.
Moreover, the tragic terrorist attack against the United States on September 11,
2001 caused many Americans to become concerned about their personal security. As
a result, many people are purchasing firearms to maintain for home defense
purposes. While they are purchasing handguns, many are also concerned with the
safe storage of the firearm in the home and want to purchase affordable gun
safes to increase security. As a result, we have seen an increase in sales of
safes.
The State of Maryland has passed legislation to require gun manufacturers to
incorporate safety devices similar to the Company's products into all handguns
sold. The State of California enacted legislation to establish performance
standards for "firearm Safety devices," "lock-boxes," and "safes". These
standards permit an attack on the gun lock or safe with hand tools, such as
hammers, screwdrivers, electric drills, screw and hack saws. This legislation
requires manufacturers to have their products tested by an independent testing
laboratory in order to be listed as an approved device. This testing has
resulted in significant expenditures to the Company. We anticipate that similar
standards will be adopted throughout the United States in the next few years.
10
PART II
ITEM 1. LEGAL PROCEEDINGS
We are the subject of a suit instituted by us against our former
manufacturer Skit International, Ltd. and Uni-Skit Technologies, Inc. The suit,
commenced in August 2000, alleges breach of a manufacturing contract which
required Defendants to manufacture certain of our products within the range of
"competitive pricing," a defined term. We are seeking damages and recission of
165,000 shares of our common stock as part of the compensation paid to the
Defendants. The Defendants have denied the allegations and have counterclaimed
for an outstanding balance of $182,625, for recission of the manufacturing
agreement and for damage to its business reputation. We have denied, and believe
there is no merit to the counterclaim's material allegations. We have replaced
the Defendants as manufacturers of our products. This suit is scheduled to go to
trial in July of 2003.
We instituted suit along with The Collins Family Trust, our affiliate
in which David Collins, our Chairman claims a beneficial interest, and DAC
Technologies of America, Inc., our predecessor, against Larry Legel, a former
Director and former Trustee of The Collins Family Trust. The suit commenced in
March of 2001 and alleged a transfer of 180,000 shares of our common stock for
services which the Defendant did not provide. The suit also alleges that the
Defendant breached an agreement not to sell his shares before certain private
investors had recouped their investment. In October 2002, the Arkansas Court
ordered the transfer rescinded and the stock returned to David Collins. Mr.
Legel filed a notice of appeal of the Court's October Order.
Subsequent to the Arkansas action, Mr. Legel filed a lawsuit against the Company
in August, 2001, alleging failure by the Company and its officers to permit the
sale of his shares of the Company, which were the same shares that were the
subject of the Arkansas action. A Motion to Dismiss was filed and granted. In
February 2003, Mr. Legel filed an amended complaint, alleging that the Company
failed to honor his request to sell the shares. The Company has filed a motion
to dismiss or abate the Amended Complaint due to the decision and pendency of
the Arkansas appeal.
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.
11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
The following documents are incorporated by reference from Registrant's
Form 10SB filed with the Securities and Exchange Commission (the "Commission"),
File No. 000-29211, on January 28, 2000:
EXHIBITS
3(i) Articles of Incorporation
3(ii) By-laws
EXHIBITS
99.1 Certification of David A. Collins
99.2 Certification of Robert C. Goodwin
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized
DAC Technologies Group International, Inc.
By: /s/ David A. Collins
-----------------------------------
David A. Collins, Chairman and CEO
June 6, 2003
12
CERTIFICATION
In connection with the Quarterly Report of Form 10-Q of DAC Technologies Group
International, Inc. (the "Company") for the quarter ended March 31, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, David A. Collins, Chief Executive Officer of the Company, certify
that:
1. I have reviewed this quarterly report on Form 10-QSB of DAC Technologies
Group International, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of 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 have: d) 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; e) 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
f) 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
functions): c) 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 d) 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 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.
/s/ DAVID A. COLLINS
- --------------------------
Chief Executive Officer
Date: June 6, 2003
13
In connection with the Quarterly Report of Form 10-Q of DAC Technologies Group
International, Inc. (the "Company") for the quarter ended March 31, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Robert C. Goodwin, Chief Financial Officer of the Company, certify
that:
1. I have reviewed this quarterly report on Form 10-QSB of DAC Technologies
Group International, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of 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 have: d) 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; e) 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
f) 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
functions): c) 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 d) 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 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.
/s/ ROBERT C. GOODWIN
- ---------------------------
Chief Financial Officer
Date: June 6, 2003
14