SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
Commission file number 0-17038
Concord Camera Corp.
(Exact name of registrant as specified in its charter)
New Jersey 13-3152196
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Hollywood Blvd. 6th Floor, North Tower, Hollywood, Florida 33021
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(Address of principal executive offices) (Zip Code)
(954) 331-4200
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(Registrant's telephone number, including area code)
Indicate by 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____
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No____
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, no par value - 27,909,499 shares as of November 1, 2002
Index
Concord Camera Corp. and Subsidiaries
Part I. Financial Information Page No.
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Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets as of September 28, 2002 and June 29,
2002.........................................................................................3
Condensed consolidated statements of operations for the
three months ended September 28, 2002 and September 29,
2001.........................................................................................4
Condensed consolidated statements of cash flows for the
three months ended September 28, 2002 and September 29,
2001.........................................................................................5
Notes to condensed consolidated financial statements.........................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.........................................................................11
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................................19
Item 4. Controls and Procedures...........................................................................19
Part II. Other Information
Item 1. Legal Proceedings.................................................................................20
Item 2. Changes in Securities and Use of Proceeds.........................................................20
Item 6. Exhibits and Reports on Form 8-K..................................................................20
2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (Unaudited)
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
September 28, June 29,
2002 2002
------------- -------------
(Unaudited)
Assets
------
Current Assets:
Cash and cash equivalents $ 77,419,162 $ 103,867,598
Accounts receivable, net 21,139,780 22,984,322
Inventories 39,553,053 22,484,721
Prepaid expenses and other current assets 5,770,884 4,194,654
------------- -------------
Total current assets 143,882,879 153,531,295
Property, plant and equipment, net 20,397,155 20,985,446
Goodwill, net 3,720,528 3,720,528
Other assets 24,224,672 19,839,191
------------- -------------
Total assets $ 192,225,234 $ 198,076,460
============= =============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 11,782,674 $ 12,502,087
Accrued expenses 16,975,275 12,013,093
Other current liabilities 2,079,137 633,600
------------- -------------
Total current liabilities 30,837,086 25,148,780
Senior notes - 14,933,931
Other liabilities 10,241,211 8,837,501
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Total liabilities 41,078,297 48,920,212
Commitments and contingencies
Stockholders' equity:
Blank check preferred stock, no par value
1,000,000 shares authorized, none issued - -
Common stock, no par value, 100,000,000 shares
authorized; 29,445,025 and 29,029,359 shares issued
as of September 28, 2002 and June 29, 2002, respectively 141,036,081 140,547,679
Paid-in capital 4,507,291 4,412,410
Deferred stock-based compensation (317,183) (332,445)
Retained earnings 10,058,575 8,667,119
Notes receivable arising from common stock purchase agreements (689) (1,377)
------------- -------------
155,284,075 153,293,386
Less: treasury stock, at cost, 1,542,526 shares (4,137,138) (4,137,138)
------------- -------------
Total stockholders' equity 151,146,937 149,156,248
------------- -------------
Total liabilities and stockholders' equity $ 192,225,234 $ 198,076,460
============= =============
See accompanying notes.
3
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
For the three months ended
---------------------------------
September 28, September 29,
2002 2001
------------ ------------
Net sales $ 30,182,116 $ 32,886,720
Cost of products sold 22,459,814 27,142,810
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Gross profit 7,722,302 5,743,910
Selling expenses 1,818,948 1,654,639
General and administrative expenses 4,276,761 5,463,958
Interest expense 677,527 661,701
Other (income), net (281,390) (599,302)
------------ ------------
Income (loss) before income taxes 1,230,456 (1,437,086)
(Benefit) for income taxes (161,000) (168,370)
------------ ------------
Net income (loss) $ 1,391,456 $ (1,268,716)
============ ============
Basic earnings (loss) per common share $ 0.05 $ (0.05)
============ ============
Diluted earnings (loss) per common share $ 0.05 $ (0.05)
============ ============
Weighted average common shares
outstanding - basic 27,756,250 27,412,724
Dilutive effect of common stock options 1,520,156 -
------------ ------------
Weighted average common shares
outstanding - diluted 29,276,406 27,412,724
============ ============
See accompanying notes.
4
Concord Camera Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the three months ended
-------------------------------
September 28, September 29,
2002 2001
------------- --------------
Cash flows from operating activities:
Net income (loss) $ 1,391,456 $ (1,268,716)
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation and amortization 1,552,621 1,365,868
Loss on repurchase of senior notes 303,439 -
Provision for inventory - 1,761,274
Provision for doubtful accounts - 1,610,871
Changes in operating assets and liabilities:
Accounts receivable 1,844,542 7,040,633
Inventories (17,068,332) (4,094,352)
Prepaid expenses and other current assets (576,230) 1,327,452
Other assets (3,770,043) (1,666,662)
Accounts payable (719,413) (2,830,788)
Accrued expenses 4,962,182 (2,414,885)
Other current liabilities 445,537 (990,005)
Other liabilities 403,710 2,283,298
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Net cash (used in) provided by operating activities (11,230,531) 2,123,988
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Cash flows from investing activities:
Purchases of property, plant and equipment (772,376) (435,607)
Proceeds from maturities of held-to-maturity investments - 49,869,567
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Net cash (used in) provided by investing activities (772,376) 49,433,960
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Cash flows from financing activities:
Principal repayment of senior notes (14,933,931) -
Net principal repayments under capital lease obligations - (208,836)
Net proceeds from issuance of common stock 488,402 129,376
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Net cash used in financing activities (14,445,529) (79,460)
------------- -------------
Net (decrease) increase in cash and cash equivalents (26,448,436) 51,478,488
Cash and cash equivalents at beginning of period 103,867,598 57,474,828
------------- -------------
Cash and cash equivalents at end of period $ 77,419,162 $ 108,953,316
============= =============
See accompanying notes.
5
CONCORD CAMERA CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 28, 2002
(Unaudited)
Note 1- Basis of Presentation:
General
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended September 28, 2002 ("Quarter Ended
September 2002") are not necessarily indicative of the results that may be
expected for the fiscal year ending June 28, 2003 ("Fiscal 2003"). The balance
sheet at June 29, 2002 has been derived from the audited financial statements at
that date, but does not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements. Concord Camera Corp. and Subsidiaries (the "Company")
manages its business on the basis of one reportable segment. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended June 29, 2002.
Foreign Currency Transactions
The Company operates on a worldwide basis and its results may be adversely or
positively affected by fluctuations of various foreign currencies against the
U.S. Dollar, specifically, the Canadian Dollar, the European Euro, British Pound
Sterling, People's Republic of China Renminbi, Hong Kong Dollar and the Japanese
Yen. Each of the Company's foreign subsidiaries purchases the majority of its
finished goods inventories in U.S. Dollars and the majority of the Company's net
sales are in U.S. Dollars. Accordingly, the U.S. Dollar is the functional
currency. Certain net sales to customers and purchases of certain components and
services are transacted in local currency including Japanese Yen, thereby
creating an exposure to fluctuations in foreign currency exchange rates. The
remeasurement from the applicable currencies to U.S. Dollars is performed for
balance sheet accounts using current exchange rates in effect at the balance
sheet date and for revenue and expense accounts using a weighted average
exchange rate during the period. Gains or losses resulting from foreign currency
transactions and remeasurement are included in "Other (income), net" in the
accompanying consolidated statements of operations.
Hedging Activities
As of September 28, 2002, the Company was not engaged in any hedging activities
and there were no forward exchange contracts outstanding.
Reclassifications
Certain amounts in the prior year have been reclassified to conform to the
current year presentation. See Note 2 - Recently Issued Accounting
Pronouncements, below.
Note 2 - Recently Issued Accounting Pronouncements:
In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No.146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
and measured initially at fair value only when the liability is incurred. SFAS
No. 146 is effective for activity initiated after December 31, 2002 and is not
expected to have a material impact on our consolidated financial statements.
6
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Correction.
SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt" and other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their applicability
under changed conditions. SFAS No.145 requires that if the gain or loss from the
extinguishment of debt does not meet the criteria for classification as an
extraordinary item under APB Opinion No. 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions", then
it should not be classified as extraordinary. SFAS No. 145 is effective for
financial statements issued after May 15, 2002. Accordingly, the Company has
recorded a loss of $303,000 associated with the write-off of deferred finance
costs on the repurchase of its Senior Notes under the caption "Interest expense"
in the accompanying consolidated statement of operations for the Quarter Ended
September 2002. See Note 4, Senior Notes.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 superseded SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations--Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions," for the disposal of a
segment of a business. There was no material financial statement impact to the
Company upon its adoption of SFAS No. 144 at June 30, 2002.
On June 29, 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 applies to all
business combinations with a closing date after June 30, 2001, and eliminates
the pooling-of-interests method of accounting and further clarifies the criteria
for recognition of intangible assets separately from goodwill. SFAS No. 142
eliminates the amortization of goodwill and indefinite-lived intangible assets
and initiates an annual review for impairment. Identifiable intangible assets
with determinable useful lives will continue to be amortized. There was no
material financial statement impact to the Company upon its adoption of SFAS No.
142 at July 1, 2001.
Effective with its second quarter ended December 29, 2001, the Company adopted
Emerging Issues Task Force Issue No. 00-25 ("EITF 00-25"), Vendor Income
Statement Characterization of Consideration from a Vendor to a Retailer, which
addresses the operating statement classification of consideration between a
vendor and a retailer, and reclassified certain variable selling expenses
including advertising allowances, other discounts, and other allowances from
being reported as an operating expense to a reduction of net sales. As a result
of the Company adopting EITF 00-25 in its second quarter of Fiscal 2002, lower
sales, lower gross margins, and lower selling expenses are reported.
Approximately $702,000 of variable selling expenses, consisting principally of
advertising and promotional allowances, were reclassified as a reduction of net
sales, resulting in a corresponding reduction of gross profit and selling
expenses in the first quarter of Fiscal 2002.
Note 3 - Inventories:
Inventories consist of the following:
September 28, June 29,
2002 2002
------------- --------
Raw materials, components, and work-in-
process $21,588,233 $16,196,725
Finished goods 17,964,820 6,287,996
----------- -----------
Total inventories $39,553,053 $22,484,721
=========== ===========
7
Note 4 - Senior Notes:
On July 30, 1998, the Company consummated a private placement of $15,000,000 of
unsecured senior notes ("Senior Notes"). The notes bore interest at 11%, and the
maturity date was July 15, 2005. Interest payments were due quarterly. The
amortization of the deferred costs associated with the Senior Notes was included
in interest expense in the accompanying consolidated statements of operations.
On August 15, 2002, the Company repurchased its Senior Notes. The Company paid
slightly below par to repurchase and cancel the Senior Notes. At the time of
repurchase, the Company incurred $303,000 of expenses associated with the
reduction of deferred finance costs related to the Senior
Notes.
Note 5 - Exchange Offer:
On August 28, 2001, the Company launched an offer to exchange outstanding stock
options with an exercise price of more than $7.00 per share for new options to
purchase 75% of the shares subject to the outstanding options at an exercise
price of $5.97 per share (the closing price of the Common Stock as reported on
the Nasdaq National Market on the date the Board of Directors approved the
exchange offer.) The exchange offer expired on October 16, 2001. Options to
purchase 1,375,876 shares of Common Stock were tendered in the exchange offer
and accepted by the Company for cancellation and new options to purchase
1,031,908 shares of no par value common stock ("Common Stock") were issued in
exchange therefor. As a result of the exchange offer, the Company is required to
apply variable accounting to these stock options until they are exercised,
cancelled or expired. For the Quarter Ended September 2002, the Company did not
record any variable stock-based compensation expense in the accompanying
condensed consolidated statement of operations because the Company's ending
Common Stock price on September 28, 2002 was below the exercise price of the
repriced stock options.
Note 6 - Restructuring Initiatives and Other Charges:
During the fourth quarter of the Fiscal 2001, the Company announced a
restructuring and cost containment initiative ("Restructuring Initiative"),
which consisted of facilities consolidation, the closure of the Company's single
use camera short run labeling facility in the United States, and the termination
of approximately 71 employees primarily employed in manufacturing, engineering,
sales and marketing and administration functions. The Restructuring Initiative
was fully implemented by the end of Fiscal 2002. During the first quarter of
Fiscal 2002, the Company implemented elements of its Restructuring Initiative
and incurred approximately $302,000 in payments related to personnel redundancy
costs and facilities consolidation.
During the first quarter of Fiscal 2002, the Company recognized a provision
related to accounts receivable of $1,610,000, and a provision related to
inventory of $1,760,000. Both of these provisions related to Polaroid
Corporation ("Polaroid"), which filed for protection under Chapter 11 of the
U.S. Bankruptcy Code on October 12, 2001, and were included in general and
administrative expenses and cost of sales, respectively, in the accompanying
condensed consolidated statement of operations for the three months ended
September 29, 2001. In the first quarter of Fiscal 2003, we recorded as a
reduction of general and administrative expenses a $480,000 payment received
from Polaroid in settlement of Concord's outstanding claims related to the
Polaroid bankruptcy.
8
Note 7- Litigation:
In July 2002, an amended class action complaint was filed against the Company
and certain of its officers in the United States District Court for the Southern
District of Florida by individuals purporting to be shareholders of the Company.
The lead plaintiffs in the amended complaint seek to act as representatives of a
class consisting of all persons who purchased the Company's Common Stock during
the period from May 1, 2000 through June 22, 2001, inclusive (the "Class
Period"). The complaint asserts, among other things, that the Company made
untrue statements of material fact and omitted to state material facts necessary
to make statements made not misleading in periodic reports it filed with the
Securities and Exchange Commission and in press releases it made to the public
regarding its operations and financial results. The allegations are centered
around claims that at the outset the Company failed to disclose that the
transaction with then customer, KB Gear Interactive, Inc. ("KB Gear"), was a
highly risky transaction, claims that throughout the Class Period the Company
failed to disclose that a large portion of its accounts receivable was
represented by a delinquent and uncollectible balance due from then customer, KB
Gear, and claims that such failure artificially inflated the price of the Common
Stock. The complaint seeks unspecified damages, interest, attorneys' fees, costs
of suit and unspecified other and further relief from the court. The Company
intends to vigorously defend the lawsuit. The lawsuit is in the earliest stage
and discovery has not yet commenced. The Company filed a motion to dismiss the
lawsuit on August 30, 2002. Although the Company believes this lawsuit is
without merit, its outcome cannot be predicted, and if adversely determined, the
ultimate liability of the Company, which could be material, cannot be
ascertained. On September 17, 2002, the Company was advised by staff of the
Securities and Exchange Commission that it is conducting an informal inquiry
related to the matters described above. On October 15, 2002, the staff of the
Nasdaq Stock Market requested certain information and materials related to the
matters described above and as to matters related to the previously reported
embezzlement of Company funds by a former employee, uncovered in April 2002.
In April 2002, a patent infringement complaint was filed by the Massachusetts
Institute of Technology and Electronics for Imaging, Inc. against 214
defendants, including the Company, in the United States District Court for the
Eastern District of Texas. The complaint asserts that the defendants have
offered for sale and sold products that infringe United States Patent No.
4,500,919, entitled Color Reproduction System, which patent expired on May 4,
2002. The complaint seeks unspecified damages, interest, attorneys' fees, costs
of suit and unspecified other and further relief from the court. Although the
Company believes this lawsuit is without merit, its outcome cannot be predicted,
and if adversely determined, the ultimate liability of the Company, which could
be material, cannot be ascertained.
The Company is involved from time to time in routine legal matters incidental to
its business. In the opinion of our management, the resolution of such matters
will not have a material adverse effect on its financial position or results of
operations.
Note 8 - Related Party Transaction:
A corporation controlled by J. David Hakman provided consulting services to the
Company from 1997 until July 2002 pursuant to an engagement agreement entered
into on September 25, 1997, as later amended and supplemented (the "Hakman
Agreement"). Pursuant to the Hakman Agreement, the Company granted a warrant
with a five-year term expiring September 25, 2002 to purchase up to 260,000
shares of Common Stock at an exercise price of $2.25 per share to a corporation
controlled by Mr. Hakman. As previously reported, Hakman Capital Corporation
("Hakman Corporation") exercised the warrant in October 2000 as to all 113,000
shares that had vested up until that time. On September 25, 2002, Hakman
Corporation exercised the warrant as to another 77,000 shares that were vested
and exercisable at that time. The price was $2.25 per share, for an aggregate
price of $173,250. No underwriting discounts or commissions were paid.
Certificate(s) for the shares were issued with an appropriate restrictive
legend. The transaction was exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933 as a transaction by an issuer not involving a public
offering. The remaining 70,000 shares never vested and the warrant expired on
September 25, 2002.
Note 9 - Commitments:
On August 26, 2002, the Company announced it entered into two trademark
licensing agreements with the entity that purchased the assets of Polaroid in an
asset purchase transaction approved by the U.S. Bankruptcy Court supervising the
Polaroid reorganization. The two license agreements provide the Company with the
exclusive, worldwide use of the Polaroid brand trademark in connection with the
manufacture, distribution, promotion and sale of single use cameras and
traditional film based cameras, including zoom cameras, and certain related
accessories. The licenses do not include instant or digital cameras. Each
license includes an initial term of three and a half years and may be renewed
under the same economic terms at the Company's option, for an additional
three-year period. Each license agreement includes provisions for the payment of
$3,000,000 of minimum royalties, or $6,000,000 in total, which will be fully
credited against percentage royalties. In August 2002, the Company paid a total
of $4,000,000, which represented $2,000,000 for each license agreement, as
partial payment of the minimum royalties. Additionally, the Company recorded the
remaining $2,000,000 minimum royalty liability as a non-cash transaction.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Fiscal 2002 consolidated financial statements and the related notes thereto.
Except for historical information contained herein, the matters discussed below
are forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such statements involve
risks and uncertainties, including but not limited to economic, governmental,
political, competitive and technological factors affecting Concord's operations,
markets, products, prices and other factors discussed elsewhere in this report
and other reports filed by the Company with the Securities and Exchange
Commission ("SEC"). These factors may cause results to differ materially from
the statements made in this report or otherwise made by or on behalf of Concord
Camera Corp. ("Concord").
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements and accompanying notes. Our
application of accounting policies affects these estimates and assumptions.
Actual results could differ from these estimates under different assumptions or
conditions. We believe the following critical accounting policies affect our
more significant estimates and assumptions used in the preparation of our
condensed consolidated financial statements and accompanying notes:
Provision for Doubtful Accounts
The provision for doubtful accounts is based on our assessment of the
collectibility of specific customer accounts and the aging of accounts
receivable. If there is a deterioration of a major customer's credit worthiness
or actual defaults are higher than our historical experience, our estimates of
the recoverability of amounts owed to us could be adversely affected.
Inventory
Inventory purchases and commitments are based upon future demand forecasts. If
there is a sudden and significant decrease in demand for our products, or there
is a higher rate of inventory obsolescence because of rapidly changing
technology and customer requirements, we may be required to increase our
inventory provisions resulting from lower of cost or market value adjustments
and our gross profit could be adversely affected.
Deferred Taxes
The deferred tax valuation allowance is based on our assessment of the
realizability of our deferred tax assets on an ongoing basis and may be adjusted
from time to time as necessary. In determining the valuation allowance, we have
considered future taxable income and the feasibility of tax planning
initiatives. Should we determine that it is more likely than not that we will
realize certain of our deferred tax assets in the future, an adjustment would be
required to reduce the existing valuation allowance and increase income. On the
contrary, if we determine that we would not be able to realize our recorded
deferred tax asset, an adjustment to increase the valuation allowance would be
charged to the results of operations in the period such conclusion was made.
Such charge could have an adverse effect on our provision for income taxes
included in our results of operations.
Sales Returns
A provision for sales returns is established based on historical product returns
data and trends. If future returns are higher than we estimated, our net sales
could be adversely affected.
10
Variable Stock-Based Compensation Accounting for Repriced Stock Options
As a result of an exchange offer for outstanding stock options that was
consummated in October 2001, we are now required to apply variable stock-based
compensation accounting for these options until they are exercised, cancelled or
expired. For the first quarter of Fiscal 2003, we did not record any variable
stock-based compensation expense in the condensed consolidated statement of
operations because our closing Common Stock price on September 28, 2002 was
below the new repriced stock options' exercise price of $5.97. Because the
determination of variable stock-based compensation expense associated with the
repriced stock options is significantly dependent upon our closing stock price
at the end of each prospective reporting period, it is not possible to determine
its future impact, either favorable or unfavorable, on our consolidated
financial statements.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 -
Recently Issued Accounting Pronouncements in the accompanying Notes to Condensed
Consolidated Financial Statements.
Results of Operations
Quarter Ended September 28, 2002 Compared to the Quarter Ended September 29,
2001
Net Sales
Net sales for the first quarter of Fiscal 2003 were $30.2 million, a decrease of
$2.7 million, or 8.2%, as compared to net sales for the first quarter of Fiscal
2002. The decrease in net sales resulted principally from decreases in sales to
design and manufacturing services ("DMS") customers, formerly referred to as
original equipment manufacture ("OEM") customers, partially offset by sales to
new and existing retail sales and distribution ("RSD") customers. For the first
quarter of Fiscal 2003, RSD customer sales were $25.8 million, an increase of
$4.1 million, or 18.7%, as compared to the first quarter of Fiscal 2002. The
increase in RSD net sales was due to new digital product sales, the introduction
and initial shipments of Polaroid single use and traditional cameras, increased
market penetration, and organic growth from existing accounts. For the first
quarter of Fiscal 2003, DMS net sales were $4.3 million, a decrease of $6.8
million, or 61.0%, as compared to the first quarter of Fiscal 2002. The decrease
in DMS net sales resulted primarily from a decrease in sales due to the
previously disclosed expiration of DMS contracts, partially offset by an
increase of $500,000 associated with design services income and sales of a new
single use camera under a new supply agreement entered into with Eastman Kodak
Company ("Kodak") in September 2002. In Asia, we have a FOB Hong Kong sales
program for our RSD customers and we attribute these FOB Hong Kong sales to the
region where our customer's home office is located.
Net sales of the Company's operations in Asia for the first quarter of Fiscal
2003, were $4.7 million, a decrease of $6.7 million, or 59.0%, as compared to
the first quarter of Fiscal 2002. The decrease was attributable to the lower
sales to certain DMS customers, partially offset by an increase in design
services income, sales of a new single use camera under a new supply agreement
entered into with Kodak in September and sales in the People's Republic of China
("PRC").
Net RSD sales of the Company's operations in the United States, Latin America
and Canada (the "Americas") for the first quarter of Fiscal 2003, were $19.8
million, an increase of $5.2 million, or 35.8%, as compared to the first quarter
of Fiscal 2002. The increase in RSD net sales was due to new digital product
sales, the introduction and initial shipments of Polaroid single use and
traditional cameras, increased market penetration, and organic growth from
existing customers.
Net RSD sales of the Company's operations in Europe for the first quarter of
Fiscal 2003 were $5.7 million, a decrease of $1.2 million, or 17.1%, as compared
to the first quarter of Fiscal 2002. This decrease was primarily attributable to
lower sales to certain existing RSD customers compared to the prior year.
11
Gross Profit
Gross profit for the first quarter of Fiscal 2003 was $7.7 million, an increase
of $2.0 million, or 34.4% as compared to $5.7 million for the first quarter of
Fiscal 2002. Gross profit, expressed as a percentage of net sales, increased to
25.6% for the first quarter of Fiscal 2003 as compared to 17.5% for the first
quarter of Fiscal 2002. Gross profit for the first quarter of Fiscal 2002 was
reduced by a provision of $1.8 million, or 5.4% of net sales, related to
specific product inventory for Polaroid Corporation ("Polaroid"), which filed
for bankruptcy protection in October 2001. The increase in gross profit, in
dollars and as a percentage of sales, was attributable to lower material costs,
production efficiency gains, higher labor and overhead absorption, and higher
design services income partially offset by lower gross margins as a percentage
of net sales contributed by digital products. Product engineering, design and
development costs for the first quarter of Fiscal 2003 and Fiscal 2002, in
dollars and as a percentage of net sales, were $1.9 million (6.4%) and $2.1
million (6.2%), respectively.
Our product mix, which historically consisted entirely of traditional and single
use cameras, is anticipated to continue changing with the introduction of
additional digital products in the future. Digital products, as compared to
traditional and single use cameras, sell at significantly higher unit prices but
generate lower gross margins as a percentage of net sales. However, digital
products generate greater gross profit dollars per unit than traditional and
single use cameras. Consequently, as digital products increase as a percentage
of our sales mix, we expect to experience a lower overall gross profit margin
percentage and higher revenue and gross profit dollars per unit sold.
In addition, as we manufacture more digital products, we increase the risk of
gross profit fluctuations due to digital component availability and increased
costs. Since component availability can fluctuate and is subject to possible
procurement delays and other constraints, it could negatively impact net
profits, net sales and gross margins. Digital camera products are also subject
to relatively more rapid technological changes, price erosion and obsolescence
than traditional camera products. Because of highly competitive markets and
rapid technological changes, the market prices of some of our digital camera
products may decline and some of our digital products may become obsolete.
Accordingly, we record inventory provisions which value our inventories at the
lower of cost or market value based on prevailing market prices.
Operating Expenses
Operating expenses, consisting of selling, general and administrative, and
interest expenses decreased by $1.0 million, or 12.9%, to $6.8 million for the
first quarter of Fiscal 2003 from $7.8 million for the first quarter of Fiscal
2002. Operating expenses as a percentage of net sales decreased to 22.4% for the
first quarter of Fiscal 2003 from 23.7% in the first quarter of Fiscal 2002.
Included in the first quarter of Fiscal 2003 was a $480,000 ("Recovery")
reduction of expenses related to a payment from Polaroid in settlement of
Concord's outstanding Polaroid claims related to the Polaroid bankruptcy filing
in October 2001 and a write-off of deferred finance costs of $303,000
("Write-off") related to the repurchase of the Senior Notes in August 2002.
Included in the first quarter of Fiscal 2002 was a $1.6 million provision
("Provision") for a Polaroid accounts receivable which was a result of
Polaroid's bankruptcy filing.
Selling expenses increased by $100,000, or 9.9%, to $1.8 million in the first
quarter of Fiscal 2003 from $1.7 million in the first quarter of Fiscal 2002.
The increase was primarily due to hiring additional sales and marketing
personnel. Selling expenses, as a percentage of net sales, increased to 6.0% in
the first quarter of Fiscal 2003 from 5.0% in the first quarter of Fiscal 2002.
General and administrative expenses decreased by $1.2 million, or 21.7%, to $4.3
million in the first quarter of Fiscal 2003 from $5.5 million in the first
quarter of Fiscal 2002. As a percentage of net sales, general and administrative
expenses decreased to 14.2% in the first quarter of Fiscal 2003 from 16.6% in
the first quarter of Fiscal 2002. Included in the first quarter of Fiscal 2003
was the $480,000 Recovery related to Polaroid and included in the first quarter
of Fiscal 2002 was the $1.6 million Provision related to Polaroid. Excluding the
Recovery in the first quarter of Fiscal 2003 and the Provision in the first
quarter of Fiscal 2002, general and administrative expenses increased, in
dollars and as a percentage of sales. This increase was primarily due to
additional staffing and other costs associated with our anticipated growth.
Interest expense increased slightly to $678,000 in the first quarter of Fiscal
2003 from $662,000 in the first quarter of Fiscal 2002. Included in interest
expense for the first quarter of Fiscal 2003 was the $303,000 Write-off
associated with the repurchase of the Senior Notes in August 2002. Excluding the
Write-off, interest expense decreased $287,000, in the first quarter of Fiscal
2003 primarily due to the repurchase of the Senior Notes.
12
Other (Income), Net
Other (income), net was $281,000 and $599,000 for the first quarter of Fiscal
2003 and Fiscal 2002, respectively, resulting in a decrease of $318,000. The
decrease was primarily attributable to lower investment income.
Income Taxes
The Company's benefit for income taxes was $161,000 for the first quarter of
Fiscal 2003 compared to a benefit of $168,000 for the first quarter of Fiscal
2002. In general, the Company's effective income tax rate is largely a function
of the amounts of income and loss attributed to both domestic and foreign
operations, the application of their respective statutory tax rates, and the
utilization of available net operating loss carryforwards to reduce taxable
income.
Net Income (Loss)
As a result of the matters described above, the Company had net income of $1.4
million, or $0.05 per share, for the first quarter of Fiscal 2003 as compared to
a net loss of $1.3 million, or $0.05 per share, for the first quarter of Fiscal
2002
Liquidity and Capital Resources
On January 22, 2002, the SEC issued an interpretive release on disclosures
related to liquidity and capital resources. This release requires us to disclose
factors that are likely to affect our liquidity trends. We are not aware of
factors that are reasonably likely to adversely affect liquidity trends, other
than those factors summarized under the caption "Risk Factors" in the Company's
Annual Report on Form 10-K for the fiscal year ended June 29, 2002. We do not
have, nor do we engage in, transactions with any special purpose entities. We
are not engaged in hedging activities and had no forward exchange contracts
outstanding at September 28, 2002. In the ordinary course of business, we enter
into operating lease commitments, purchase commitments and other contractual
obligations. These transactions are recognized in our financial statements in
accordance with generally accepted accounting principles in the United States,
and are more fully discussed below.
We believe that our cash and cash equivalents, anticipated cash flow from
operations, and amounts available under our credit facilities provide sufficient
liquidity and capital resources for our anticipated short-term working capital
and capital expenditure requirements as well as our anticipated long-term
working capital and capital expenditure requirements for the foreseeable future.
Working Capital - At September 28, 2002, we had working capital of $113.0
million compared to $128.4 million at June 29, 2002, a decrease of $15.4
million. The decrease was primarily attributed to the change in cash and cash
equivalents which decreased by $26.4 million from $103.9 million at June 29,
2002 to $77.4 million at September 28, 2002, partially offset by increases in
inventories and accrued expenses. The decrease in cash and cash equivalents was
primarily attributable to (i) the August 2002 repurchase of our $15.0 million
Senior Notes at slightly below par, without penalty, (ii) pre-paying $4.0
million in conjunction with the Polaroid "brand" license agreements, (iii) the
net increase in certain working capital accounts, particularly inventories, in
anticipation of projected second quarter Fiscal 2003 sales, and (iv) purchases
of property, plant and equipment.
Cash Used In Operations - Cash used in operations during the first quarter of
Fiscal 2003 was $11.2 million, which compared unfavorably to cash provided by
operations of $2.1 million for the comparable period in Fiscal 2002. The change
in cash used in operating activities for the first quarter of Fiscal 2003 was
primarily attributable to an increase in inventories in anticipation of sales in
the second quarter of Fiscal 2003.
Cash Provided By Investing Activities - Capital expenditures for the first
quarter of Fiscal 2003 and Fiscal 2002 were $772,000 and $436,000, respectively.
The increase was primarily a result of higher expenditures on plant and
equipment purchases for our manufacturing facility in the PRC. We anticipate
capital expenditures will increase substantially over Fiscal 2002 due to
increased investments in plant and equipment at our manufacturing facility in
the PRC in anticipation of increased net sales in Fiscal 2003. The decrease in
cash provided from investing activities during the first quarter of Fiscal 2003
resulted from the Company having no short-term investments during that period,
whereas in Fiscal 2002, the Company received cash proceeds when certain
short-term investments made in Fiscal 2001 matured in the first quarter of
Fiscal 2002.
13
Cash Used in Financing Activities - Cash used in financing activities for the
first quarter of Fiscal 2003 was $14.4 million. This resulted from the
repurchase of the Senior Notes partially offset by proceeds received from the
exercise of stock options and warrants. Cash used in financing activities for
the first quarter of Fiscal 2002 was $79,000, which was primarily attributable
to the repayment of certain capital leases partially offset by proceeds received
from the exercise of stock options.
Operating Leases- We entered into operating leases in the ordinary course of
business (e.g., warehouse facilities, office space and equipment) where the
economic profile was favorable. The effects of outstanding leases are not
material to us in terms of either annual cash flow or total future minimum
payments.
Purchase Commitments - As part of the ordinary course of our business, we enter
into and have purchase commitments for materials, supplies, services, and
property, plant and equipment. In the aggregate, such commitments are not at
prices in excess of current market and typically do not exceed one year.
Related Party Transaction- See Note 8 - Related Party Transaction, in the
accompanying Notes to Condensed Consolidated Financial Statements.
Other Contractual Obligations - We do not have any material financial guarantees
or other contractual commitments that are reasonably likely to adversely affect
liquidity. See Hong Kong Financing Facilities for information about our
financial guarantees.
Hong Kong Financing Facilities - Concord HK has various financing and revolving
credit facilities in place providing an aggregate of $23.5 million in borrowing
capacity. Certain of the revolving credit facilities are denominated in Hong
Kong Dollars. Since 1983 the Hong Kong Dollar has been pegged to the United
States Dollar. The revolving credit facilities are comprised of 1) an
approximate $11.0 million Import Facility, 2) an approximate $2.6 million
Packing Credit and Export Facility, 3) an approximate $1.9 million Foreign
Exchange Facility and 4) an $8.0 million Accounts Receivable Financing Facility
(collectively the "Hong Kong Financing Facilities"). The $8.0 million Accounts
Receivable Financing Facility is secured by certain accounts receivable of
Concord HK. Concord Camera Corp. guarantees the Hong Kong Financing Facilities.
Availability under the Accounts Receivable Financing Facility is subject to
advance formulas based on Eligible Accounts Receivable and all the credit
facilities are subject to certain financial ratios and covenants. The revolving
credit facilities bear interest at variable rates. At September 28, 2002, there
were no amounts outstanding under the Hong Kong Financing Facilities.
United Kingdom Credit Facility - In November 1999, our United Kingdom ("UK")
subsidiary obtained a credit facility from a UK financial institution (the "UK
Facility") that is secured by substantially all of our UK subsidiary's assets.
The UK Facility bears interest at 1.5% above the UK prime lending rate and
allows borrowings of up to approximately $1.1 million. At September 28, 2002,
there were no amounts outstanding under the UK Facility.
Senior Notes - See Note 4 - Senior Notes, in the accompanying Notes to Condensed
Consolidated Financial Statements.
License Agreement - See Note 9 - Commitments, in the accompanying Notes to
Condensed Consolidated Financial Statements.
14
Outlook
The recent West Coast dockworkers labor dispute has added additional uncertainty
related to the on time delivery of goods during our second fiscal quarter of
Fiscal 2003. At present we are working closely with our shipping providers to
minimize the impact of this dispute. During the second quarter of Fiscal 2003,
we believe the dispute will have a material adverse impact on our cost of
shipments.
For the second quarter of Fiscal 2003, we anticipate revenues in the range of
$50.0 to $55.0 million and net income in the range of $1.0 to $1.5 million, or
$0.03 to $0.05 per share, before non-cash variable stock option expense.
Growth Opportunities
We are evaluating various growth opportunities that could require significant
funding commitments. We have from time to time held, and will continue to hold,
discussions and negotiations with (i) companies that represent potential
acquisition or investment opportunities, (ii) potential strategic and financial
investors who have expressed an interest in making an investment in or acquiring
us, (iii) potential joint venture partners looking toward formation of strategic
alliances that would broaden our product base or enable us to enter new lines of
business and (iv) potential new and existing DMS customers where the design,
development and production of new products, including certain new technologies,
would enable us to expand our existing business, and enter new markets including
new ventures focusing on wireless connectivity and other new communication
technologies. We recently engaged an investment bank to help us attempt to
identify suitable acquisition targets. However, there can be no assurance that
any definitive agreement will be reached regarding any of the foregoing, nor
does management believe that such agreements are necessary for the successful
implementation of our strategic plans.
Forward-Looking Statements
The statements contained in this report that are not historical facts are
"forward-looking statements" (as such term is defined in the Private Securities
Litigation Reform Act of 1995), which can be identified by the use of
forward-looking terminology such as: "estimates," "projects," "anticipates,"
"expects," "intends," "believes," "plans," or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in such forward-looking statements as a result
of certain factors. For a discussion of some of the factors that could cause
actual results to differ, see the discussion under "Risk Factors" contained in
the Company's most recent Annual Report filed with the SEC on Form 10-K for the
fiscal year ended June 29, 2002 and subsequently filed reports. Management
wishes to caution the reader that these forward-looking statements, such as
statements regarding the development of the Company's business, the Company's
anticipated capital expenditures, projected profits and other statements
contained in this report regarding matters that are not historical facts, are
only estimates or predictions. No assurance can be given that future results
will be achieved. Actual events or results may differ materially as a result of
risks facing the Company or actual results differing from the assumptions
underlying such statements. In particular, expected revenues could be adversely
affected by production difficulties or economic conditions negatively affecting
the market for the Company's products. Obtaining the results expected from the
introduction of the Company's new products will require timely completion of
development, successful ramp-up of full-scale production on a timely basis and
customer and consumer acceptance of those products. In addition, the Company's
DMS agreements require an ability to meet high quality and performance
standards, successful implementation of production at greatly increased volumes
and an ability to sustain production at greatly increased volumes, as to all of
which there can be no assurance. There also can be no assurance that products
under development will be successfully developed or that once developed such
products will be commercially successful. Any forward-looking statements
contained in this report represent the Company's estimates only as of the date
of this report, or as of such earlier dates as are indicated herein, and should
not be relied upon as representing its estimates as of any subsequent date.
While the Company may elect to update forward-looking statements at some point
in the future, it specifically disclaims any obligation to do so, even if its
estimates change.
15
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of our global operating and financial activities, we are exposed to
changes in interest rates and foreign currency exchange rates that may adversely
affect our results of operations and financial position. In seeking to minimize
the risks and/or costs associated with such activities, we manage exposures to
changes in interest rates and foreign currency exchange rates through our
regular operating and financing activities.
At September 28, 2002, our exposure to changes in interest rates was minimal,
since we had no long-term or short-term debt outstanding. However, we do borrow
from time to time under our credit facilities. These borrowings are of a
short-term nature typically subject to variable interest rates based on a prime
rate or LIBOR plus or minus a margin. Since we have no debt outstanding, we do
not deem interest rate risk to be significant or material to our financial
position or results of operations. We do not presently use derivative
instruments to adjust our interest rate risk profile. We do not utilize
financial instruments for trading or speculative purposes, nor do we utilize
leveraged financial instruments.
Each of our foreign subsidiaries purchases the majority of their finished goods
inventories in U.S. Dollars and certain of their sales are in foreign currency,
thereby creating an exposure to fluctuations in foreign currency exchange rates.
We purchase certain components, raw materials and services needed to manufacture
our products in foreign currencies including Japanese Yen. The impact of foreign
exchange transactions is reflected in our statements of operations. As of
September 28, 2002, we were not engaged in any hedging activities and we had no
forward exchange contracts outstanding.
Item 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of management,
including the Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)). Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company required to
be included in the Company's periodic Securities and Exchange Commission
filings.
There were no significant changes to our internal controls or, to our knowledge,
in other factors that could significantly affect these controls, since the date
of their evaluation.
16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 7 - Litigation, in the accompanying Notes to Condensed Consolidated
Financial Statements.
Item 2. Changes in Securities and Use of Proceeds
(c) Sales of Unregistered Securities
See Note 8 - Related Party Transaction, in the accompanying Notes to Condensed
Consolidated Financial Statements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
No. Description Method of Filing
--- ----------- ----------------
3.1 Certificate of Incorporation, as amended Incorporated by reference to the Company's annual
through May 9, 2000 report on Form 10-K for the year ended July 1, 2000.
3.2 Restated By-Laws, as amended through December Incorporated by reference to the Company's quarterly
21, 2000 report on Form 10-Q for the quarter ended December
30, 2000.
99.1 Certification of Chief Executive Officer Filed herewith.
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer Filed herewith.
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
17
(a) Exhibits
(b) Reports on Form 8-K
The registrant did not file any reports on Form 8-K during the quarter ended
September 28, 2002.
S I G N A T U R E
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.
CONCORD CAMERA CORP.
-------------------------------------------------
(Registrant)
By: /s/ Richard M. Finkbeiner
-------------------------------------------------
(Signature)
Richard M. Finkbeiner
Senior Vice President and Chief Financial Officer
DULY AUTHORIZED AND PRINCIPAL FINANCIAL OFFICER
DATE: November 12, 2002
18
CERTIFICATION
I, Ira B. Lampert, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Concord Camera
Corp. (the "registrant");
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 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;
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: November 12, 2002
/s/ Ira B. Lampert
-------------------------------------------
Ira B. Lampert, Chief Executive Officer
19
CERTIFICATION
I, Richard M. Finkbeiner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Concord Camera
Corp. (the "Company");
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
Company as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls;
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: November 12, 2002
/s/ Richard M. Finkbeiner
-----------------------------------------------
Richard M. Finkbeiner, Chief Financial Officer
20