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 September 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-20956 HFB FINANCIAL CORPORATION A Tennessee Corporation I.R.S. Employer Identification No. 61-1228266 Address Telephone Number ------- ---------------- 1602 Cumberland Avenue (606) 248-1095 Middlesboro, Kentucky 40965 Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding twelve 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 __. The number of shares of the registrant's $1 par value common stock outstanding at November 7, 2002 was 1,296,311. There are a total of 15 pages filed in this document. HFB FINANCIAL CORPORATION I N D E X --------- PAGE NO ------- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Income 4 Condensed Consolidated Statement of Stockholders' Equity 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8-10 ITEM 3. CONTROLS AND PROCEDURES 11 PART II - OTHER INFORMATION 12 SIGNATURES 13 CERTIFICATIONS 14-15 2 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, JUNE 30, 2002 2002 (UNAUDITED) ASSETS Cash and cash equivalents $ 4,929,605 $ 5,225,348 Available-for-sale securities 74,778,619 74,636,556 Loans, net of allowance for loan losses of $1,099,524 and $975,000 at September 30, 2002 and June 30, 2002, respectively 161,965,651 154,449,553 Premises and equipment 3,965,120 3,867,217 Federal Home Loan Bank stock 1,660,900 1,622,100 Interest Receivable 1,675,707 1,638,218 Assets held for sale 956,835 1,560,805 Other assets 335,621 353,189 Cash surrender value of life insurance 2,768,141 2,811,018 ------------------ ------------------ Total assets $ 253,036,199 $ 246,164,004 ================== ================== LIABILITIES Deposits Non-interest bearing demand $ 6,267,074 $ 7,343,530 Savings, NOW and money market 28,401,303 24,734,538 Certificate of deposits 165,339,076 169,245,427 ------------------ ------------------ Total deposits 200,007,453 201,323,495 Short-term debt 1,525,000 - Long-term debt 24,849,829 19,871,257 Interest payable 1,114,248 855,075 Other liabilities 2,618,377 1,973,592 ------------------ ------------------ Total liabilities 230,114,907 224,023,419 ------------------ ------------------ STOCKHOLDERS' EQUITY Issued and outstanding - 1,584,513 shares 1,584,513 1,584,513 Additional paid-in-capital 8,749,714 8,749,714 Less: Common stock acquired by Rabbi trusts for deferred compensation plans (488,102) (488,102) Retained earnings 14,214,066 13,922,605 Accumulated other comprehensive income 1,423,099 933,853 ------------------ ------------------ 25,483,290 24,702,583 Treasury stock, at cost, 288,202 shares (2,561,998) (2,561,998) ------------------ ------------------ Total stockholders' equity 22,921,292 22,140,585 ------------------ ------------------ Total liabilities and stockholders' equity $ 253,036,199 $ 246,164,004 ================== ================== See notes to condensed consolidated financial statements. 3 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE-MONTHS ENDED SEPTEMBER 30, 2002 2001 INTEREST INCOME Loans receivable $3,071,713 $2,926,681 Investment securities 1,019,271 895,982 Other dividend income - 3,464 Deposits with financial institutions 5,379 85,595 ---------- ---------- Total interest income 4,096,363 3,911,722 ---------- ---------- INTEREST EXPENSE Deposits 1,509,570 2,179,567 Short term borrowings 490 - Long term debt 251,224 171,411 ---------- ---------- Total interest expense 1,761,284 2,350,978 ---------- ---------- NET INTEREST INCOME 2,335,079 1,560,744 Provision for loan losses 129,227 37,500 ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,205,852 1,523,244 ---------- ---------- OTHER INCOME Service charges for deposit accounts 207,829 164,902 Other customer fees 27,024 22,841 Net gain on trading securities - 9,450 Net realized gain on sales of available for sale securities - 6,053 Other income 40,670 11,674 ---------- ---------- Total other income 275,523 214,920 ---------- ---------- OTHER EXPENSES Salaries and employee benefits 881,807 613,880 Net occupancy expenses 84,664 84,391 Equipment expenses 111,392 115,455 Data processing fees 59,947 59,414 Deposit insurance expense 11,290 8,321 Legal and professional fees 101,666 59,437 Advertising 66,000 60,000 State franchise and deposit taxes 8,131 43,875 Other expenses 339,037 219,595 ---------- ---------- Total other expenses 1,663,934 1,264,368 ---------- ---------- INCOME BEFORE INCOME TAX 817,441 473,796 Income tax expense 253,755 149,665 ---------- ---------- NET INCOME $ 563,686 $ 324,131 ========== ========== BASIC EARNINGS PER SHARE $ 0.45 $ 0.25 DILUTED EARNINGS PER SHARE $ 0.45 $ 0.25 See notes to condensed consolidated financial statements. 4 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY THREE-MONTHS ENDED SEPTEMBER 30, 2002 ACCUMULATED ADDITIONAL COMPRE- OTHER TOTAL COMMON PAID-IN RABBI TREASURY HENSIVE RETAINED COMPREHENSIVE STOCKHOLDERS' STOCK CAPITAL TRUSTS STOCK INCOME EARNINGS INCOME EQUITY ------------------------------------------------------------------------------------------------ BALANCES, JUNE 30, 2002 $1,584,513 $8,749,714 ($488,102) ($2,561,998) $13,922,605 $ 933,853 $22,140,585 Net income $ 563,686 563,686 563,686 Other comprehensive income, net of tax Unrealized gain on securities 489,246 489,246 489,246 ---------- Comprehensive income $1,052,932 ========== Cash dividend declared ($.21 per share) (272,225) (272,225) ---------------------------------------------- --------------------------------------- SEPTEMBER 30, 2002 (UNAUDITED) $1,584,513 $8,749,714 ($488,102) ($2,561,998) $14,214,066 $1,423,099 $22,921,292 ============================================== ======================================= See notes to condensed consolidated financial statements. 5 HFB FINANCIAL CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE-MONTHS ENDED SEPTEMBER 30, 2002 2001 OPERATING ACTIVITIES Net cash provided by operating activities $ 1,424,485 $ 2,012,148 ------------ ------------ INVESTING ACTIVITIES Purchases of securities available for sale (3,504,115) (31,946,008) Proceeds from maturities of securities available for sale 4,090,948 14,788,132 Proceeds from sales of securities available for sale - 9,128,907 Net change in loans (7,645,325) (2,396,267) Proceeds from sales of assets held for sale 538,745 - Proceeds from life insurance 80,838 - Purchases of premises and equipment (196,624) (108,186) ------------ ------------ Net cash used by investing activities (6,635,533) (10,533,422) ------------ ------------ FINANCING ACTIVITIES Net change in Non interest-bearing, interest-bearing and savings deposits 2,590,309 707,218 Certificates of deposit (3,906,351) 3,759,616 Short term borrowings 1,525,000 - Proceeds of long term debt 5,000,000 - Repayment of long term debt (21,428) (19,775) Cash dividends (272,225) (246,402) ------------ ------------ Net cash provided by financing activities 4,915,305 4,200,657 ------------ ------------ NET CHANGE IN CASH AND CASH EQUIVALENTS (295,743) (4,320,617) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 5,225,348 13,887,788 ------------ ------------ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,929,605 $ 9,567,171 ============ ============ ADDITIONAL CASH FLOWS INFORMATION Interest paid $ 1,502,111 $ 1,558,425 Income tax paid 16,845 29,420 See notes to condensed consolidated financial statements. 6 HFB FINANCIAL CORPORATION Notes to Condensed Consolidated Financial Statements (Unaudited) 1. BASIS OF PRESENTATION The unaudited condensed consolidated financial information for the three-month periods ended September 30, 2002 and 2001 includes the results of operations of HFB Financial Corporation (the "Company") and its wholly owned subsidiary Home Federal Bank Corporation ("Home Federal" or the "Bank"). The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-QSB. Certain information and note disclosures normally included in the company's annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these statements and notes be read in conjunction with the financial statements and notes thereto included in the Company's annual report for the year ended June 30, 2002 on Form 10-KSB filed with the Securities and Exchange Commission. In the opinion of management, the financial information reflects all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair presentation of the financial position, results of operations and cash flows of the Company but should not be considered as indicative of results for a full year. The condensed consolidated balance sheet of the Company as of June 30, 2002 has been derived from the audited consolidated balance sheet of the Company as of that date. 2. NON-PERFORMING LOANS AND PROBLEM ASSETS The following sets forth the activity in the Company's allowance for loan losses for the three-months ended September30, 2002 and 2001: (Dollars in thousands) 2002 2001 ---- ---- Balance July 1 $975 $718 Charge offs (14) (20) Recoveries 9 - Provision for loan losses 129 38 ------ ---- Balance September 30 $1,099 $736 ====== ==== Information on impaired loans is summarized below AT SEPTEMBER 30 2002 ---- Impaired loans with an allowance $1,154 Allowance for impaired loans (included in the Company's allowance for loan losses) $298 THREE-MONTHS ENDED SEPTEMBER 30 2002 ---- Average balance of impaired loans $1,138 Interest income recognized on impaired loans $0 Cash-basis interest received $0 7 3. RECLASSIFICATIONS Reclassifications of certain amounts in the September 30, 2001 consolidated statement have been made to conform to the September 30, 2002 presentation. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain matters discussed in this Quarterly Report on Form 10-QSB are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes", "anticipates", "expects", "estimates" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, which are described in, close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this report. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. GENERAL: HFB Financial Corporation, a Tennessee Corporation, was formed in September 1992 at the direction of Home Federal Bank, Federal Savings Bank for the purpose of becoming a holding company for the Bank as part of its conversion from mutual to stock form. The Company's primary operation is its investment in the common stock of the Bank. The Bank is principally engaged in the business of accepting deposits from the general public and originating permanent loans, which are secured by one-to-four family residential properties located in its market area. The Bank also originates consumer loans and commercial real estate loans, and maintains a substantial investment portfolio of mortgage-backed and other investment securities. During the quarter ended December 31, 2001, the Bank converted from a federal thrift charter to a state chartered commercial bank as a means for management to focus more on commercial lending and other activities permissible for commercial banks. The operations of Home Federal are significantly influenced by general economic conditions and the monetary and fiscal policies of government regulatory agencies. Deposit flows and costs of funds are influenced by interest rates on competing investments and prevailing market rates of interest. Lending activities are affected by the demand for financing real estate and other types of loans, which in turn are influenced by the interest rates at which such financing may be offered and other factors related to loan demand and the availability of funds. FINANCIAL CONDITION The Corporation's assets increased by 2.76% to $253.0 million at September 30, 2002 compared to $246.2 million at June 30, 2002. The majority of this increase is reflected in increases in loans. These increases were financed primarily by increases in short-term borrowings, long-term borrowings and decreases in cash and cash equivalents. Cash and cash equivalents decreased $295,000 to $4.930 million at September 30, 2002 compared to $5.225 million at June 30, 2002. This decrease provided a portion of the funding used for increases in the loan and investment portfolios. 8 Investment securities, available for sale, increased $142,000 to $74.779 million at September 30, 2002 from $74.637 million at June 30, 2002 primarily as the result of funding available from a decrease in cash and cash equivalents. Loans, net, increased by $7.6 million to $162.0 million at September 30, 2002 from $154.4 million at June 30, 2002 as the result of continued 1-4 family mortgage loan demand and an increase in commercial real estate loans. Since the Banks conversion to a commercial bank, Management has focused on originating commercial real estate loans. At September 30, 2002, the allowance for loan losses was $1.100 million or .67% of loans receivable compared to $975,000 or .63% of loans receivable at June 30, 2002. Assets held for sale decreased $603,000 to $957,000 at September 30, 2002 from $1.560 million at June 30, 2002, due to the sale of several parcels of real estate acquired through foreclosure. Total deposits decreased by $1.3 million to $200.0 million at September 30, 2002 from $201.3 million at June 30, 2002. During the three months ended September 30, 2002, certificates of deposit decreased $3.9 million and NOW accounts and savings deposits increased $2.6 million. Competition for deposits in the local market has increased considerably over the last quarter due to increased loan demand in the Banks' market area. At September 30, 2002, the bank met all regulatory requirements. Tier I capital to averaged assets was 8.3%. tier I capital to risk-weighted assets was 14.7% and total capital to risk-weighted assets was 15.5% at September 30, 2002 compared to 8.2%, 14.8% and 15.6%, respectively, at June 30, 2002. RESULTS OF OPERATIONS FOR THE THREE-MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 Net income increased by $240,000 to $564,000 for the three-month period ended September 30, 2002 from $324,000 for the three-month period ended September 30, 2001. The primary reasons for the increase were a $774,000 increase in net interest income and a $61,000 increase in other income offset by a $400,000 increase in other expense, a $91,000 increase in the provision for loan losses and a $104,000 increase in income tax expense. Interest income increased by $185,000 for the three-month period ended September 30, 2002 as compared to the three-month period ended September 30, 2001, primarily a result of a higher volume of average earning assets during the three months ended September 30, 2002. Interest on loans increased by $145,000 to $3.072 million for the three-month period ended September 30, 2002 as compared to $2.927 million for the three-month period ended September 30, 2001. This increase is mainly attributable to a higher average balance of loans during the three months ended September 30, 2002 even though the weighted-average yield was lower than that of the quarter ended September 30, 2001. Interest on investment securities and other dividend income increased by $123,000 to $1.019 million for the three-month period ended September 30, 2002 from $896,000 for the three-month period ended September 30, 2001. This increase is primarily the result of a higher average balance of investments during the three months ended September 30, 2002. The weighted average yield on investments during the same period was lower than that of the three months ended September 30, 2001. Interest on deposits with other financial institutions decreased by $81,000 to $5,000 for the three-month period ended September 30, 2002 from $86,000 for the three-month period ended September 30, 2001 primarily due to a lower level of interest-bearing deposits with financial institutions as well as lower yields. Interest expense on deposits decreased by $700,000 to $1.5 million for the three-month period ended September 30, 2002 from $2.2 million for the three-month period ended September 30, 2001 as a result of a significant drop in rates paid on deposit accounts. For the three months ended September 30, 2002, the weighted-average cost of deposits was 3.01% on an average deposit balance of $200.4 million compared to 4.77% on average deposits of $182.7 million for the three months ended September 30, 2001. 9 Interest expense on long-term debt increased by $80,000 to $251,000 for the three-month period ended September 30, 2002 from $171,000 for the three-month period ended September 30, 2001, primarily due to a higher level of long-term debt outstanding during the three months ended September 30, 2002. The provision for loan losses increased $91,000 for the three-month period ended September 30, 2002 as compared to the same period in 2001. The provision was the result of management's evaluation of the adequacy of the allowance for loan losses including consideration of recoveries of loans previously charged off, the perceived risk exposure among loan types, actual loss experience, delinquency rates, and current economic conditions. The Bank's allowance for loan losses as a percent of total loans at September 30, 2002 was 0.67%. Non-interest income increased by $61,000 to $276,000 for the three-month period ended September 30, 2002 as compared to $215,000 for the same period in 2001. The increase was primarily attributable to an increase of $43,000 in service charges on deposits, an increase of $4,000 in other customer fees and an increase of $29,000 in other income offset by a net decrease of $15,000 in gains on trading account securities and realized gains and losses on available for sale securities. The increase of $29,000 in other income was primarily due to earnings from the increase in cash surrender value of life insurance. Non-interest expense increased by $400,000 to $1.664 million for the three-month period ended September 30, 2002 as compared to $1.264 million for the same period in 2001. Compensation and benefits increased by $268,000 to $882,000 for the three-month period ended September 30, 2002 as compared to $614,000 for the three-months ended September 30, 2001 primarily as the result of annual increases in salaries, wages and commissions and a $36,000 increase in the cost of funding the Banks retirement plan. In addition, the Banks staffing was increased due to growth. At September 30, 2002, the Bank had 67 full time equivalent employees compared to 60 at September 30, 2001. Equipment expense decreased by $4,000 to $111,000 for the three-months ended September 30, 2002 from $115,000 for the three months-ended September 30, 2001 primarily due to a decrease in depreciation expense. Legal and professional fees increased by $43,000 to $102,000 for the three-month period ended September 30, 2002 from $59,000 for the three-month period ended September 30, 2001 primarily due to a higher level of consulting fees and legal services utilized in the three-months ended September 30, 2002. Advertising expense increased by $6,000 to $66,000 for the quarter ended September 30, 2002 compared to $60,000 for the quarter ended September 30, 2001 primarily due to a higher level of advertising activity in the current period. State deposit and franchise taxes decreased by $36,000 to $8,000 for the quarter ended September 30, 2002 compared to $44,000 for the quarter ended September 30, 2001. As a result of the Banks recent conversion from a thrift to a commercial bank, franchise taxes were over accrued. This was due to a difference in the timing of tax assessment dates between thrifts and commercial banks. Other expenses increased by $119,000 to $339,000 for the three-month period ended September 30, 2002 from $220,000 for the three-month period ended September 30, 2001, primarily due to $94,000 in expenses associated with the acquisition and sale of other real estate owned. Income tax expense increased by $104,000 to $254,000 for the three-month period ended September 30, 2002 compared to $150,000 for the three-months ended September 30, 2001 due a higher level of taxable income. 10 ITEM 3. CONTROLS AND PROCEDURES A review and evaluation was performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") and Chief Financial Officer (the "CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report. Based on that review and evaluation, the CEO and CFO have concluded that the Company's current disclosure controls and procedures, as designed and implemented, were effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation. There were no significant material weaknesses identified in the course of such review and evaluation and, therefore, no corrective measures were taken by the Company. 11 HFB FINANCIAL CORPORATION 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 No matters were submitted to a vote of Security Holders during the quarter ended September30, 2002. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits None b. Reports on Form 8-K None 12 HFB FINANCIAL CORPORATION Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized. HFB FINANCIAL CORPORATION By: /s/ David B. Cook ---------------------------- David B. Cook President and Chief Executive Officer By: /s/ Stanley Alexander, Jr. ---------------------------- Stanley Alexander, Jr. Chief Financial Officer Dated: November 7, 2002 13 10-Q 302 CERTIFICATION I, David B. Cook certify that: 1. I have reviewed this quarterly report on Form 10-Q of HFB Financial Corporation; 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 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 functions): 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 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 7, 2002 /s/ David B. Cook ----------------------------------- Signature President & Chief Executive Officer ----------------------------------- Title 14 10-Q 302 CERTIFICATION I, Stanley Alexander, Jr. certify that: 1) I have reviewed this quarterly report on Form 10-Q of HFB Financial Corporation; 2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6) The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 7, 2002 /s/ Stanley Alexander, Jr. ------------------------------------ Signature Chief Financial Officer ------------------------------------ Title 15