UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended: March 31, 2003
or
[ ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from to
------------------- -------------------
Commission File Number: 000-23039
---------
ORALABS HOLDING CORP.
(Exact name of small business issuer as specified in its charter)
Colorado 14-1623047
------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2901 South Tejon, Englewood, Colorado 80110
------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(303) 783-9499
-------------------------
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since 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.
|X| Yes |_| No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.
|_| Yes |_| No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of March 31, 2003 Issuer had 9,160,755 shares of common stock, $.001 Par
Value, outstanding. Transitional Small Business Disclosure Format (check one)
|_| Yes |X| No
Table of Contents
Part I. Financial Information
Item 1. Financial Statement Page
----
Consolidated Balance Sheets as of March 31, 2003 (Unaudited)
And December 31, 2002...............................................2
Consolidated Statements of Income Three Months Ended
March 31, 2003 and 2002(Unaudited)..................................3
Consolidated Statement of Stockholders' Equity from
December 31, 2002 Through March 31, 2003 (Unaudited)...............4
Consolidated Statements of Cash Flows, Three Months Ended
March 31, 2003 and 2002(Unaudited)..................................5
Notes to Consolidated Financial Statements..........................6-7
Item 2. Management's Discussion and analysis of Financial Conditions
And Results of Operations......................................8-9
Item 3. Controls and Procedures............................................9
Part II. Other Information................................................10-15
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Balance Sheets
---------------------------
====================================================================================================
March 31, 2003 December 31, 2002
Unaudited
----------------------------------------------------------------------------------------------------
Assets
Current Assets
Cash and cash equivalents $2,202,817 $2,677,607
Accounts receivable, net of allowance for doubtful accounts of
$380,327 and $359,201 2,524,959 1,793,037
Inventory 1,855,961 2,003,543
Deferred Tax Asset 305,428 305,428
Prepaid expenses 235,597 143,068
Deposits 228,800 128,768
---------- ----------
Total Current Assets 7,353,562 7,051,451
Property and equipment, net 1,175,447 1,234,893
Deferred Tax Asset 32,383 32,383
---------- ----------
Total Assets 8,561,392 8,318,727
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable - Trade 423,657 407,701
Accrued liabilities 441,043 305,190
Reserve for Returns 397,645 539,118
Income taxes payable 355,909 270,089
Current portion of long-term debt 22,349 22,349
---------- ----------
Total current liabilities 1,640,603 1,544,447
Non-current Liabilities
Long Term Debt 43,911 48,055
---------- ----------
Total liabilities 1,684,514 1,592,502
---------- ----------
Commitments and contingencies
Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized; none
issued and outstanding
Common stock, $.001 par value; 100,000,000 shares authorized,
9,160,755 issued and outstanding at the end of both periods 9,160 9,160
Additional paid -in capital 1,216,905 1,216,905
Retained Earnings 5,650,813 5,500,160
---------- ----------
Total stockholders' equity 6,876,878 6,726,255
---------- ----------
Total liabilities and stockholders' equity $8,561,392 8,318,727
========== ==========
=====================================================================================================
See Notes to Consolidated Financial Statements
2
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statements of Income
Three Months ended March 31, 2003 and March 31, 2002
Unaudited
================================================================================
Three Months Ended
03/31/03 03/31/02
-------------------------------------------------------=========================
Revenues:
Product sales $4,240,398 $3,926,612
---------- ----------
Total Revenues 4,240,398 3,926,612
---------- ----------
Cost of Sales 2,636,148 2,350,644
---------- ----------
Gross profit 1,604,250 1,575,968
---------- ----------
Operating Expenses:
Engineering 62,688 36,382
Selling and marketing costs 670,513 484,390
General and administrative 639,769 487,045
Other 4,310 9,291
---------- ----------
Total operating expenses 1,377,280 1,017,108
---------- ----------
Net Operating Income 226,970 558,860
Other Income (expense)
Interest and other income 9,475 31,088
---------- ----------
Total other income (expense) 9,475 31,088
---------- ----------
Net income before provision for income taxes 236,445 589,948
Provision for income taxes
Current 85,792 219,077
Deferred -- --
---------- ----------
85,792 219,077
---------- ----------
Net Income $ 150,653 $ 370,871
========== ==========
Basic income per common share $ .02 $ .04
========== ==========
Weighted average shares outstanding 9,160,755 9,160,755
========== ==========
Diluted income per share $ 0.02 $ .04
========== ==========
Diluted weighted average shares outstanding 9,160,755 9,234,880
========== ==========
See Notes to Consolidated Financial Statements
3
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the Three months ended March 31, 2003
Unaudited
=====================================================================================================================
Preferred Stock Common Stock Addl. Paid-In Retained
Shares Amount Shares Amount Capital Earnings Total
---------------------------------------------------------------------------------------------------------------------
Balance at Dec. 31, 2002 9,160,755 $9,160 $1,216,905 $5,500,160 $6,726,225
Net Income 150,653 150,653
-------------------------------------------------------------------------------------------
Balance at March 31, 2003 9,160,755 $9,160 $1,216,905 $5,650,813 $6,876,878
=====================================================================================================================
See Notes to Consolidated Financial Statements
4
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statements of Cash Flow For the
Three months ended March 31, 2003 and 2002
Unaudited
=========================================================================================================
Three Months Ended
March 31
2003 2002
---------------------------------------------------------------------------------------------------------
Cash flows from operating activities
------------------------------------
Net Income $ 150,653 $ 370,871
---------- ----------
Adjustments to reconcile net income to net cash provided by (used in) operating
Activities:
Depreciation 101,729 93,403
Changes in assets and liabilities:
Other current assets (192,561) 140,775
Accounts receivable (731,922) (419,966)
Inventory 147,582 (43,407)
Accounts payable 15,956 (190,074)
Accrued expenses 135,853 75,161
Reserve for returns (141,473) (30,187)
Income taxes payable 85,820 236,832
--------- --------
Net cash (used in) provided by operating activities (428,363) 233,408
--------- --------
Cash from investing activities
Investment in property and equipment (42,283) (142,197)
--------- ----------
Net Cash (used in) investing activities (42,283) (142,197)
--------- ----------
Cash from financing activities
Payment on long term debt (4,144) 0
--------- ---------
(4,144) 0
--------- ---------
Net Increase in cash and cash equivalents (474,790) 91,211
Cash and cash equivalents, beginning of the period 2,677,607 2,273,838
--------- ----------
Cash and cash equivalents, end of the period $2,202,817 $2,365,049
========== ==========
Supplemental disclosures of cash flow information:
Cash paid for income taxes was $0 (2003) and $0 (2002)
See Notes to Consolidated Financial Statements
5
ORALABS HOLDING CORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. This report should, therefore, be read in
conjunction with the Annual Report on Form 10-KSB for the year ended December
31, 2002(the "2002 Form 10-KSB") of Oralabs Holding Corp. and Subsidiaries (the
"Company").
The information included in this report is unaudited but reflects all
adjustments which, in the opinion of management, are necessary to a fair
statement of the results of the interim periods covered thereby. All adjustments
are of a normal and recurring nature except as described herein.
Note 2 - Property and Equipment
-------------------------------
Property and equipment consisted of the following:
Machinery and equipment:
------------------------
============================================================================
March 31, 2003
----------------------------------------------------------------------------
Machinery and equipment $1,821,288
Leasehold Improvements 719,920
----------
2,541,208
----------
Less accumulated depreciation (1,365,761)
----------
$1,175,447
==========
Note 3 - Line-of-Credit
-----------------------
The Company entered into a line-of-credit agreement with a bank in the amount of
$1,000,000, which expires May 2003. As of March 31, 2003, the Company had
available the entire $1,000,000 unused line-of-credit. The line-of-credit is
collateralized by a first lien on all of the Company's business assets.
Note 4 - Reserve for Returns and Allowances
-------------------------------------------
The company reserves 2.75% of revenues for returns and allowances of their
product. The reserve is recorded as a reduction of revenues and as a liability
on the balance sheet. The amount recorded as a liability on the balance sheet at
March 31, 2003 is $397,645.
6
ORALABS HOLDING CORP AND SUBSIDIARIES
Note 5- Earnings Per Share
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share (EPS) computations:
For the Quarter Ended March 31, 2003
==================================================================================================================
Income Shares
(Numerator)
(Denominator) Per Share Amt
------------------------------------------------------------------------------------------------------------------
Net Income $150,653
Basic EPS
Weighted average beginning shares outstanding 9,160,755
--------------------------------
Income available to stockholders $150,653 9,160,755 $.02
========================
Effect of Dilutive Common Stock Options
Diluted EPS
Income available to common stockholders plus assumed
---------------------------------------------------------
Plus assumed conversions $150,653 9,160,755 $.02
=========================================================
===================================================================================================================
For the Quarter Ended March 31, 2002
===================================================================================================================
Income Shares
(Numerator)
(Denominator) Per Share Amt
-------------------------------------------------------------------------------------------------------------------
Net Income $370,871
Basic EPS
Weighted average beginning shares outstanding 9,160,755
--------------------------------
Income available to stockholders $370,871 9,160,755 $.04
========================
Effect of Dilutive Common Stock Options 74,125
Diluted EPS
Income available to common stockholders plus assumed
---------------------------------------------------------
Plus assumed conversions $370,871 9,234,880 $.04
=========================================================
===================================================================================================================
7
ORALABS HOLDING CORP AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Special Note on Forward-Looking Statements
------------------------------------------
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, provide a safe harbor for certain
forward-looking statements. This quarterly report contains statements that are
forward-looking. Forward looking statements include those which are not
historical facts, including without limitation statements about management's
expectations for any period beyond the fiscal quarter ended March 31, 2003.
Words such as "expect", "anticipate", "believe", "intend" and "estimate" and
similar expressions are examples of words which identify forward looking
statements. While these statements reflect the Company's beliefs as of the date
of this report, they are subject to assumptions, uncertainties and risks that
could cause actual results to differ materially and adversely from the results
contemplated, forecast or estimated in the forward-looking statements included
in this report. These factors include, but are not necessarily limited to, the
impact of competitive products, the acceptance of new products or product lines
in the marketplace, the Company's ability to manage growth, the availability of
an adequate workforce and changes in market conditions.
Results of Operations. For the period ending March 31, 2003 as compared with the
period ending March 31, 2002.
Product sales increased $313,786 or 8%. The Company's loss of revenues in
connection with Kmart Corporation's bankruptcy in the first quarter of 2002 was
regained though revenues of approximately $589,000 from Kmart Corporation in the
first quarter of 2003.
Gross profit increased $28,282. As a percentage of sales gross profit decreased
from 40% to 38%, which can be attributed to higher cost of raw materials. The
higher costs of raw materials are primarily as a result of a change in product
mix where products were sold at a lower profit.
Selling and marketing increased $186,123. An increase in Bad Debt Expense for
non-reoccurring write offs of uncollectible receivables in the amount of
$261,000 was partially offset by decreases in Advertising and Sales Commissions.
General and administrative expenses increased $152,724. Salaries increased
approximately $90,000 due in large part to additional staffing; Legal fees
increased approximately $25,000; Research and Development increased
approximately $16,000; and the remainder can be substantially attributed to
modest increases in insurance, dues and subscriptions, office expenses, and
travel.
Net income decreased by $220,218, or 59% as explained by the above activities.
As a percentage of sales, Net Operating Income, which excludes Interest, Other
Income and Income taxes, decreased from 14% to 5%.
Liquidity and Capital Resources. Balance Sheet as of March 31, 2003 Compared to
December 31, 2002.
At March 31, 2003, the Company had $2,202,817 of cash and its current ratio was
approximately 4 to 1. The Company believes its current capital resources are
sufficient to fund operations for the next twelve months.
Net cash used in operating activities in the amount of $428,363 consists of the
following:
Accounts Receivable increased $731,922. The increase is from a combination of
increased revenues and extended terms of payment for a customer that had
purchases of approximately $589,000 during the first quarter of 2003.
Prepaid Expense increased $92,529. This increase is substantially from prepaid
insurance premiums of approximately $100,000.
Deposits increased $100,032. The increase is substantially due to a deposit on
raw materials that will subsequently be used to pay for the raw materials when
received in the second quarter of 2003.
Accrued Liabilities increased $135,853. Accrued payroll increased approximately
$71,000 due to timing of check disbursement. Reserves for commissions increased
$63,000 as it relates to increased receivables.
Reserve for returns decreased $141,473. The Company made a specific allowance in
the amount of $150,000 in the fourth quarter of 2002. These products were
returned in the first quarter of 2003, which was absorbed by the specific
allowance, taking the reserve for returns back to 2.75% of revenues.
Income taxes payable increased $85,820. This is due to timing differences of
income tax payments to be made.
Retained earnings increased $150,653 as a result of net income.
8
Trends. Lip balm revenues increased to $3,422,105 in the first quarter of 2003
as compared to $3,103,684 in the first quarter of 2002, or a 10% increase.
Decreased lip balm revenues related to Kmart Corporation's bankruptcy in the
first quarter of 2002 were substantially regained in the first quarter of 2003.
The Company anticipates slowed sales and increased expenses late in the second
quarter or in the third quarter as operations are planned to move to a larger
and better equipped facility, which will afford the Company an opportunity to
better serve existing customers and provide the capacity in warehousing and
production to ultimately accommodate growth.
The sour drops and breath fresheners combined revenues increased to $693,133 in
the first quarter of 2003 as compared to $577,690 in the first quarter of 2002,
or a 20% increase. The Company continues to receive revenues from established
customers, but without the uncertain introduction of new products in this
category, continued growth for the remainder of 2003 is doubtful.
The nutritional supplements, on a relatively smaller scale, showed decline in
revenue. Revenues were $124,201 in the first quarter of 2003 as compared to
$159,571 in the first quarter of 2002, or a 22% decrease. The remainder of year
2003 may see a continued downward trend in this category. As stated in the 2002
10-KSB Trends section, "New business is needed for a reversal of fortune in this
category, but none can be anticipated with any certainty in year 2003."
The Company revenues from international business were $266,709 in the first
quarter of 2003 as compared to $301,624 in the first quarter of 2002, or a 12%
decrease. The Company has continued to maintain and expand relationships with
distributors in other countries through travel to international trade shows and
face to face meetings, and although unstable conditions exist, the Company is
seeking to make gains in this sector of business in the second half of year
2003.
Impact of Inflation. The Company's financial condition has not been affected by
the modest inflation of the recent past. The Company believes that revenues will
not be materially affected by inflation. The Company's lip care and oral care
products are primarily very low retail price points and impulse items. The
nutritional supplements are a small part (approximately 3%) of revenues and
could be negatively impacted by inflation.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive
Officer and its Chief Financial Officer, after evaluating the effectiveness of
the Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date within 90 days
of the filing date of this quarterly report on Form 10-QSB (the "Evaluation
Date")), have concluded that as of the Evaluation Date, the Company's disclosure
controls and procedures were adequate and effective to ensure that material
information relating to the Company and its consolidated subsidiaries would be
made known to them by others within those entities, particularly during the
period in which this quarterly report on Form 10-QSB was being prepared.
Changes in Internal Controls. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the Evaluation Date,
nor any significant deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions. As a result, no corrective
actions were taken.
9
PART II - OTHER INFORMATION
Item No. 1. Legal Proceedings. The Company is not a party to any material
pending legal proceedings to which either it or its subsidiary is a party or to
which any of its property is subject.
Item No. 2. Changes in Securities. None.
Item No. 3. Defaults Upon Senior Securities. None.
Item No. 4. Submission of Matters to a Vote of Security Holders. None
Item No. 5. Other Information. None.
Item No. 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required to be filed are listed below: Certain of the following
exhibits are hereby incorporated by reference pursuant to Rule 12(b)-32 as
promulgated under the Securities and Exchange Act of 1934, as amended, from the
reports noted below:
Exhibit
No. Description
------- -----------
4(1) Specimen Certificate for Common Stock
10.1(1) 1997 Stock Plan
10.2(1) 1997 Non-Employee Directors' Option Plan
10.3(2) Amended and Restated Employment Agreement Between the
Company's Subsidiary and Gary Schlatter
10.4(1) Form of Stock Option Grant under 1997 Non-Employee Directors'
Option Plan
10.5(i)(4) Business Lease Between the Company's Subsidiary and Gary
Schlatter (September 1, 2000)
10.5(ii)(5) Amended Business Lease Between the Company's Subsidiary and
2780 South Raritan, LLC effective October 15, 2000.
10.9(3) Agreement (effective May 1, 2000 amending the Employment
Agreement listed above as Exhibit 10.3)
11 No statement re: computation of per share earnings is
required since such computation can be clearly
determined from the material contained in this Report on Form
10-QSB
99.1(6) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
by Gary H Schlatter
99.2(6) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
by Emile Jordan
1 Incorporated herein by reference to the Company's Form 10-K filed for fiscal
year 1997.
2 Incorporated herein by reference to Exhibit B of the Form 8-K filed by the
Company's predecessor, SSI Capital Corp., on May 14, 1997.
3 Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended March 31, 2000.
4 Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended September 30, 2000.
5 Incorporated herein by reference to the Company's Form 10-KSB filed for fiscal
year 2000.
6 Filed herewith.
(b) There was one report on Form 8-K filed during the quarter reported upon in
this report. The Form 8-K was filed on March 27, 2003 and concerned a
notification from NASDAQ that the Company had not maintained a minimum market
value of publicly-held shares ("MVPHS") of $1,000,000.00 as required for
continued inclusion by Marketplace Rule 4310(c)7 (the "Rule"). The Company
subsequently received written notice from NASDAQ that the Company had regained
compliance with the Rule.
10
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.
ORALABS HOLDING CORP.
By:/s/ Gary H. Schlatter
---------------------
Gary H. Schlatter, President
By:/s/ Emile R. Jordan
-------------------
Emile R. Jordan, Chief Financial Officer
Dated May 19, 2003
CERTIFICATIONS
I, Gary H. Schlatter, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of OraLabs Holding
Corp.;
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 Acts 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.
Dated: May 19, 2003 By: /s/ Gary H. Schlatter
---------------------
Gary H. Schlatter,President
11
I, Emile R. Jordan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of OraLabs Holding
Corp.;
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 Acts 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.
Dated: May 19, 2003 By: /s/ Emile R. Jordan
-------------------
Emile R. Jordan, Chief Financial Officer
12
Exhibit Index
Exhibit
No. Description
------- -----------
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
Gary H Schlatter
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
Emile R. Jordan
13