Form 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2002 |_| 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 333-62477 ATEL Capital Equipment Fund VIII, LLC (Exact name of registrant as specified in its charter) California 94-3307404 - ---------- ---------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 235 Pine Street, 6th Floor, San Francisco, California 94104 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 989-8800 Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| DOCUMENTS INCORPORATED BY REFERENCE None 1 Part I. FINANCIAL INFORMATION Item 1. Financial Statements. 2 ATEL CAPITAL EQUIPMENT FUND VIII, LLC BALANCE SHEETS MARCH 31, 2002 AND DECEMBER 31, 2001 (Unaudited) ASSETS 2002 2001 ---- ---- Cash and cash equivalents $ 1,456,773 $ 2,269,137 Accounts receivable, net of allowance for doubtful accounts of $441,365 in 2002 and $41,365 in 2001 3,214,949 3,256,527 Other assets 77,500 85,000 Investments in leases 172,472,820 178,999,739 ------------------ -------------------- Total assets $177,222,042 $ 184,610,403 ================== ==================== LIABILITIES AND MEMBERS' CAPITAL Long-term debt $80,465,000 $ 85,369,000 Non-recourse debt 6,014,964 6,014,964 Line of credit 2,800,000 2,500,000 Accounts payable: Managing Member 376,446 - Other 417,284 838,267 Accrued interest payable 138,412 76,980 Interest rate swap contracts 4,503,068 4,700,622 Unearned operating lease income 2,363,647 1,748,618 ------------------ -------------------- Total liabilities 97,078,821 101,248,451 Members' capital 80,143,221 83,361,952 ------------------ -------------------- Total liabilities and members' capital $177,222,042 $ 184,610,403 ================== ==================== See accompanying notes. 3 ATEL CAPITAL EQUIPMENT FUND VIII, LLC STATEMENT OF OPERATIONS THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001 (Unaudited) Revenues: 2002 2001 ---- ---- Leasing activities: Operating leases $ 8,690,358 $ 13,818,603 Direct financing leases 216,017 260,626 (Loss) gain on sales of assets (16,455) 1,784,650 Interest 5,989 81,171 Other 175,768 16,603 ------------------ -------------------- 9,071,677 15,961,653 Expenses: Depreciation and amortization 6,025,093 7,135,418 Interest expense 1,601,370 3,565,545 Asset management fees to Managing Member 417,414 602,965 Cost reimbursements to Managing Member 514,608 241,272 Provision for doubtful accounts 400,000 - Professional fees 56,545 129,924 Other 135,655 61,355 ------------------ -------------------- 9,150,685 11,736,479 ------------------ -------------------- Net (loss) income $ (79,008) $ 4,225,174 ================== ==================== Net (loss) income: Managing member $ 250,296 $ 250,320 Other members (329,304) 3,974,854 ------------------ -------------------- $ (79,008) $ 4,225,174 ================== ==================== Net (loss) income per Limited Liability Company Unit $ (0.02) $ 0.29 Weighted average number of Units outstanding 13,570,188 13,570,188 STATEMENT OF CHANGES IN MEMBERS' CAPITAL THREE MONTH PERIOD ENDED MARCH 31, 2002 (Unaudited) Accumulated Other Comprehensive Other Members Managing Income ------------- Units Amount Member (Loss) Total Balance December 31, 2001 13,570,188 $88,062,574 $ - $ (4,700,622) $ 83,361,952 Distributions to members (3,086,981) (250,296) - (3,337,277) Unrealized decrease in value of interest rate swap contracts 197,554 197,554 Net loss (329,304) 250,296 - (79,008) ------------------ ------------------ ------------------ ------------------ ------------------- Balance March 31, 2002 13,570,188 $84,646,289 $ - $ (4,503,068) $ 80,143,221 ================== ================== ================== ================== =================== See accompanying notes. 4 ATEL CAPITAL EQUIPMENT FUND VIII, LLC STATEMENT OF CASH FLOWS THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001 (Unaudited) Operating activities: 2002 2001 ---- ---- Net (loss) income $ (79,008) $ 4,225,174 Adjustments to reconcile net income (loss) to cash provided by operating activities: Gain on sales of assets 16,455 (1,784,650) Depreciation and amortization 6,025,093 7,135,418 Provision for doubtful accounts 400,000 - Changes in operating assets and liabilities: Accounts receivable (358,422) 1,275,684 Other assets 7,500 7,500 Accounts payable, Managing Member 376,446 (82,842) Accounts payable, other (420,983) (129,563) Accrued interest expense 61,432 (52,456) Unearned lease income 615,029 334,182 ------------------ -------------------- Net cash provided by operations 6,643,542 10,928,447 ------------------ -------------------- Investing activities: Reduction of net investment in direct financing leases 409,321 204,900 Proceeds from sales of assets 76,050 8,555,262 Purchases of equipment on operating leases - (27,625,407) Purchases of equipment on direct financing leases - (174,207) Payments of initial direct costs to managing member - (107,990) ------------------ -------------------- Net cash provided by (used in) investing activities 485,371 (19,147,442) ------------------ -------------------- Financing activities: Repayments of long-term debt (8,804,000) (4,253,000) Proceeds of long-term debt 3,900,000 8,000,000 Borrowings on line of credit 3,800,000 11,223,497 Repayments of line of credit (3,500,000) - Distributions to other members (3,086,981) (3,097,000) Distributions to managing member (250,296) (250,320) Repayments of non-recourse debt - (1,027,687) ------------------ -------------------- Net cash (used in) provided by financing activities (7,941,277) 10,595,490 ------------------ -------------------- Net (decrease) increase in cash and cash equivalents (812,364) 2,376,495 Cash and cash equivalents at beginning of period 2,269,137 2,484,785 ------------------ -------------------- Cash and cash equivalents at end of period $ 1,456,773 $ 4,861,280 ================== ==================== Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 1,662,802 $ 3,513,089 ================== ==================== See accompanying notes. 5 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 1. Summary of significant accounting policies: Interim financial statements: The unaudited interim financial statements reflect all adjustments which are, in the opinion of the managing member, necessary to a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the most recent report on Form 10K. 2. Organization and Company matters: ATEL Capital Equipment Fund VIII, LLC. (the Company), was formed under the laws of the State of California on July 31, 1998, for the purpose of acquiring equipment to engage in equipment leasing and sales activities. Upon the sale of the minimum amount of Units of Limited Liability Company interest (Units) of $1,200,000 and the receipt of the proceeds thereof on January 13, 1999, the Company commenced operations. The Company does not make a provision for income taxes since all income and losses will be allocated to the Partners for inclusion in their individual tax returns. 3. Investment in leases: The Company's investment in leases consists of the following: Depreciation Balance Expense and Reclass- Balance December 31, Amortization ifications and March 31, 2001 Additions of Leases Dispositions 2002 ---- --------- --------- ------------ ---- Net investment in operating leases $157,746,886 $ - $ (5,938,328) $ (93,273) $ 151,715,285 Net investment in direct financing leases 14,181,674 - (409,321) (212) 13,772,141 Assets held for sale or lease 6,055,819 - - 980 6,056,799 Initial direct costs 1,015,360 - (86,765) - 928,595 ------------------ ------------------ ------------------ ------------------ ------------------ $178,999,739 $ - $ (6,434,414) $ (92,505) $ 172,472,820 ================== ================== ================== ================== ================== 6 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 3. Investment in leases (continued): Operating leases: Property on operating leases consists of the following: Balance Reclass- Balance December 31, Additions and ifications and March 31, 2001 Depreciation Dispositions 2002 ---- ------------ ------------ ---- Transportation, rail $ 37,626,277 $ - $ - $ 37,626,277 Manufacturing 49,700,638 - - 49,700,638 Aircraft 38,535,439 - - 38,535,439 Transportation, other 23,438,156 - - 23,438,156 Containers 21,228,750 - - 21,228,750 Natural gas compressors 14,051,601 - - 14,051,601 Other 12,731,780 - (178,918) 12,552,862 Materials handling 7,710,415 - - 7,710,415 Marine vessel 3,952,500 - - 3,952,500 ------------------ ------------------ ------------------ -------------------- 208,975,556 - (178,918) 208,796,638 Less accumulated depreciation (51,228,670) (5,938,328) 85,645 (57,081,353) ------------------ ------------------ ------------------ -------------------- $157,746,886 $ (5,938,328) $ (93,273) $ 151,715,285 ================== ================== ================== ==================== Direct financing leases: As of March 31, 2002, investment in direct financing leases consists office automation equipment, point of sale equipment, over the road trailers and hotel laundry equipment. The following lists the components of the Company's investment in direct financing leases as of March 31, 2002: Total minimum lease payments receivable $11,494,365 Estimated residual values of leased equipment (unguaranteed) 4,785,672 ------------------ Investment in direct financing leases 16,280,037 Less unearned income (2,507,896) ------------------ Net investment in direct financing leases $13,772,141 ================== All of the property on leases was acquired in 1999, 2000 and 2001. 7 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 3. Investment in leases (continued): At March 31, 2002, the aggregate amounts of future minimum lease payments are as follows: Direct Operating Financing Leases Leases Total Nine months ending December 31, 2002 $23,145,024 $ 2,635,412 $25,780,436 Year ending December 31, 2003 25,176,885 2,948,178 28,125,063 2004 15,717,941 1,989,108 17,707,049 2005 11,389,500 1,901,705 13,291,205 2006 7,222,444 1,677,533 8,899,977 Thereafter 9,209,492 342,429 9,551,921 ------------------ ------------------ ------------------ $91,861,286 $11,494,365 $103,355,651 ================== ================== ================== 4. Non-recourse debt: At March 31, 2002, non-recourse debt consists of notes payable to financial institutions. The notes are due in varying quarterly and semi-annual payments. Interest on the notes is at rates from 7.98% to 10.0%. The notes are secured by assignments of lease payments and pledges of assets. The notes mature from 2002 through 2006. Future minimum payments of non-recourse debt are as follows: Principal Interest Total Nine months ending December 31, 2002 $ 312,109 $ 433,813 $ 745,922 Year ending December 31, 2003 397,915 483,617 881,532 2004 4,425,556 170,437 4,595,993 2005 418,256 77,737 495,993 2006 461,128 34,866 495,994 ------------------ ------------------ ------------------ $ 6,014,964 $ 1,200,470 $ 7,215,434 ================== ================== ================== 8 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 5. Other long-term debt: In 1999, the Company entered into a $70 million receivables funding program (the Program) (which was subsequently increased to $125 million) with a receivables financing company that issues commercial paper rated A1 by Standard and Poors and P1 by Moody's Investor Services. Under the Program, the receivables financing company receives a general lien against all of the otherwise unencumbered assets of the Company. The Program provides for borrowing at a variable interest rate (1.78273% at March 31, 2002). As of March 31, 2002, the program has been closed as to additional borrowings. The Program requires the Managing Member to enter into various interest rate swaps with a financial institution (also rated A1/P1) to manage interest rate exposure associated with variable rate obligations under the Program by effectively converting the variable rate debt to fixed rates. As of March 31, 2002, the Company receives or pays interest on a notional principal of $80,465,000, based on the difference between nominal rates ranging from 3.60% to 7.72% and the variable rate under the Program. No actual borrowing or lending is involved. The last of the swaps terminates in 2009. The differential to be paid or received is accrued as interest rates change and is recognized currently as an adjustment to interest expense related to the debt. Borrowings under the Program are as follows: Original Balance Rate on Amount March 31, Interest Swap Date Borrowed Borrowed 2002 Agreement ------------- -------- ---- --------- 11/11/1999 $20,000,000 $ 9,119,000 6.84% 12/21/1999 20,000,000 16,194,000 7.41% 12/24/1999 25,000,000 12,968,000 7.44% 4/17/2000 6,500,000 4,606,000 7.45% 4/28/2000 1,900,000 987,000 7.72% 8/3/2000 19,000,000 14,393,000 7.50% 10/31/2000 7,500,000 5,557,000 7.13% 1/29/2001 8,000,000 6,307,000 5.91% 6/1/2001 2,000,000 1,385,000 5.04% 9/1/2001 9,000,000 5,096,000 4.35% 1/31/2002 3,900,000 3,853,000 3.60% ------------------ ------------------ $122,800,000 $80,465,000 ================== ================== 9 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 5. Other long-term debt (continued): Other long-term debt borrowings mature from 2004 through 2009. Future minimum principal payments of long-term debt are as follows: Rates on Interest Swap Principal Interest Total Agreements* --------- -------- ----- ----------- Nine months ending December 31, 2002 $17,722,000 $ 3,719,745 $21,441,745 6.842% - 6.861% Year ending December 31, 2003 21,043,000 3,625,609 24,668,609 6.862% - 6.898% 2004 15,092,000 2,383,230 17,475,230 6.892% - 6.957% 2005 11,351,000 1,496,883 12,847,883 6.980% - 7.131% 2006 6,950,000 873,424 7,823,424 7.162% - 7.196% 2007 4,701,000 439,685 5,140,685 7.108% - 7.164% 2008 3,025,000 169,486 3,194,486 6.885% - 7.159% 2009 581,000 9,149 590,149 6.248% - 6.264% ------------------ ------------------ ------------------ $80,465,000 $12,717,211 $93,182,211 ================== ================== ================== * Represents the range of monthly weighted average fixed interest rates paid for amounts maturing in the particular year. The receive-variable rate portion of the swap represents commercial paper rates (1.78273% at March 31, 2002). 6. Related party transactions: The terms of the Limited Company Operating Agreement provide that the Managing Member and/or Affiliates are entitled to receive certain fees for equipment acquisition, management and resale and for management of the Company. The Limited Liability Company Operating Agreement allows for the reimbursement of costs incurred by the Managing Member in providing services to the Company. Services provided include Company accounting, investor relations, legal counsel and lease and equipment documentation. The Managing Member is not reimbursed for services where it is entitled to receive a separate fee as compensation for such services, such as acquisition and management of equipment. Reimbursable costs incurred by the Managing Member are allocated to the Company based upon actual time incurred by employees working on Company business and an allocation of rent and other costs based on utilization studies. Substantially all employees of the Managing Member record time incurred in performing services on behalf of all of the Companies serviced by the Managing Member. The Managing Member believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Company or (ii) the amount the Company would be required to pay independent parties for comparable services in the same geographic location and are reimbursable in accordance with the Limited Liability Company Operating Agreement. The Managing Member and/or Affiliates earned fees, commissions and reimbursements, pursuant to the Limited Liability Company Agreement as follows: 2002 2001 ---- ---- Costs reimbursed to Managing Member $ 514,608 $ 241,272 Asset management fees to Managing Member 417,414 602,965 ------------------ -------------------- $ 932,022 $ 844,237 ================== ==================== 10 ATEL CAPITAL EQUIPMENT FUND VIII, LLC NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 7. Line of credit: The Partnership participates with the General Partner and certain of its affiliates in a $62,000,000 revolving line of credit with a financial institution that includes certain financial covenants. The line of credit expired on April 12, 2002 and has been extended through June 30, 2002. The General Partner is currently negotiating a new line of credit and anticipates that the current line of credit will be replaced before its extended expiration date. As of March 31, 2002, borrowings under the facility were as follows: Amount borrowed by the Partnership under the acquisition facility $ 2,800,000 Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition facility 16,500,000 --------------------- Total borrowings under the acquisition facility 19,300,000 Amounts borrowed by the General Partner and its sister corporation under the warehouse facility 5,235,045 --------------------- Total outstanding balance $ 24,535,045 ===================== Total available under the line of credit $ 62,000,000 Total outstanding balance (24,535,045) --------------------- Remaining availability $ 37,464,955 ===================== Draws on the acquisition facility by any individual borrower are secured only by that borrower's assets, including equipment and related leases. Borrowings on the warehouse facility are recourse jointly to certain of the affiliated partnerships and limited liability companies, the Partnership and the General Partner. The credit agreement includes certain financial covenants applicable to each borrower. The Partnership was in compliance with its covenants as of March 31, 2002. 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Liquidity During the first quarters of 2002 and 2001, the Company's primary activities was engaging in equipment leasing activities. During the funding period, the Company's primary source of liquidity is subscription proceeds from the public offering of Units. The liquidity of the Company will vary in the future, increasing to the extent cash flows from leases exceed expenses, and decreasing as lease assets are acquired, as distributions are made to the members and to the extent expenses exceed cash flows from leases. As another source of liquidity, the Company has contractual obligations with a diversified group of lessees for fixed lease terms at fixed rental amounts. As the initial lease terms expire the Company will re-lease or sell the equipment. The future liquidity beyond the contractual minimum rentals will depend on the Managing Member's success in re-leasing or selling the equipment as it comes off lease. The Partnership participates with the General Partner and certain of its affiliates in a $62,000,000 revolving line of credit with a financial institution that includes certain financial covenants. The line of credit expired on April 12, 2002 and has been extended through June 30, 2002. The General Partner is currently negotiating a new line of credit and anticipates that the current line of credit will be replaced before its extended expiration date. As of March 31, 2002, borrowings under the facility were as follows: Amount borrowed by the Partnership under the acquisition facility $ 2,800,000 Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition facility 16,500,000 --------------------- Total borrowings under the acquisition facility 19,300,000 Amounts borrowed by the General Partner and its sister corporation under the warehouse facility 5,235,045 --------------------- Total outstanding balance $ 24,535,045 ===================== Total available under the line of credit $ 62,000,000 Total outstanding balance (24,535,045) --------------------- Remaining availability $ 37,464,955 ===================== Draws on the acquisition facility by any individual borrower are secured only by that borrower's assets, including equipment and related leases. Borrowings on the warehouse facility are recourse jointly to certain of the affiliated partnerships and limited liability companies, the Partnership and the General Partner. The Company anticipates reinvesting a portion of lease payments from assets owned in new leasing transactions. Such reinvestment will occur only after the payment of all obligations, including debt service (both principal and interest), the payment of management and acquisition fees to the Managing Member and providing for cash distributions to the Limited Partners. The Company currently has available adequate reserves to meet contingencies, but in the event those reserves were found to be inadequate, the Company would likely be in a position to borrow against its current portfolio to meet such requirements. The Managing Member envisions no such requirements for operating purposes. 12 No commitments of capital have been or are expected to be made other than for the acquisition of additional equipment. There were no such commitments as of March 31, 2002. If inflation in the general economy becomes significant, it may affect the Company inasmuch as the residual (resale) values and rates on re-leases of the Company's leased assets may increase as the costs of similar assets increase. However, the Company's revenues from existing leases would not increase, as such rates are generally fixed for the terms of the leases without adjustment for inflation. If interest rates increase significantly, the lease rates that the Company can obtain on future leases will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Leases already in place, for the most part, would not be affected by changes in interest rates. Cash Flows During the first quarters of 2002 and 2001, the Company's primary source of liquidity was rents from operating leases. In 2002 and 2001, the primary source of cash from operations was rents from operating leases. Operating leases are expected to remain as the primary source of cash from operations in future periods. In 2002, rents from direct financing leases were the primary source of cash from investing activities. In 2001, the Company sold a large rail car fleet. The proceeds from that sale constituted the primary source of cash from investing activities in 2001. In 2001, uses of cash for investing activities consisted of cash used to purchase operating and direct financing lease assets and payments of initial direct costs associated with the lease asset purchases. There were no investing uses of cash in 2002. In 2002and 2001, the only sources of cash from financing activities were borrowings under the line of credit and proceeds of long-term debt. Financing uses of cash included repayments of debt and distributions to the members. Results of operations Operations resulted in a net loss of $79,008 in 2002 compared to net income of $4,225,174 in 2001 . In 2002 and 2001, the Company's primary source of revenues was from operating leases. Depreciation is related to operating lease assets and thus, to operating lease revenues. It has decreased as a result of operating lease asset sales over the last year. Asset management fees are based on the gross lease rents of the Company plus proceeds from the sales of lease assets. They are limited to certain percentages of lease rents, distributions to members and certain other items. The decrease is a direct result of the decreases in lease revenues. Interest expense has decreased from $3,565,545 in 2001 to $1,601,370 in 2002 as a result of decreased debt balances in 2002 compared to those in 2001.Since March 31, 2001, more of the Company's debt has been under the receivables funding program. The interest rates on this program are considerably lower than those on the bank line of credit and on non-recourse debt. This shift to the receivables funding program has also helped to reduce interest expense compared to 2001. 13 PART II. OTHER INFORMATION Item 1. Legal Proceedings. No material legal proceedings are currently pending against the Company or against any of its assets. The following is a discussion of legal matters involving the Company, but which do not represent claims against the Company or its assets. Emery Worldwide Airways, Inc.: On January 25, 2002, the Company filed a complaint against its lessee, Emery Worldwide Airways, Inc., for failure by the lessee to properly maintain the condition and airworthiness of the aircraft on lease to the lessee, and for certain other breaches and defaults by the lessee as alleged in the complaint. The Company has claimed stipulated loss value damages in the amount of $5,648,173 as a result of the breaches and defaults under the lease by the lessee. A motion for summary judgment on the Company's claims is expected to be heard towards the end of May, 2002. As this matter is in its early stages, the outcome of the Company's claim is uncertain, although the Manager believes that currently there is a substantial likelihood of success in this matter. Item 2. Changes In Securities. Inapplicable. Item 3. Defaults Upon Senior Securities. Inapplicable. Item 4. Submission Of Matters To A Vote Of Security Holders. Inapplicable. Item 5. Other Information. Inapplicable. Item 6. Exhibits And Reports On Form 8-K. (a)Documents filed as a part of this report 1. Financial Statements Included in Part I of this report: Balance Sheets, March 31, 2002 and December 31, 2001. Statement of operations for the three month periods ended March 31, 2002 and 2001. Statement of changes in partners' capital for the three month period ended March 31, 2002. Statements of cash flows for the three month periods ended March 31, 2002 and 2001. Notes to the Financial Statements 2. Financial Statement Schedules All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (b) Report on Form 8-K None 14 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. Date: May 13, 2002 ATEL CAPITAL EQUIPMENT FUND VIII, LLC (Registrant) By: ATEL Financial Corporation Managing Member of Registrant By: /s/ Dean L. Cash ------------------------------------- Dean L. Cash President and Chief Executive Officer of Managing Member By: /s/ Paritosh K. Choksi -------------------------------------- Paritosh K. Choksi Principal financial officer of registrant By: /s/ Donald E. Carpenter -------------------------------------- Donald E. Carpenter Principal accounting officer of registrant 15