UNITED STATES
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 March 31, 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 No. 0-19727
CUMBERLAND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3094503
---------------------------------------------- -------------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
4311 West Waters Avenue, Suite 501
Tampa, Florida 33614
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(Address of principal executive office) ( Zip code)
(813) 885-2112
--------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
--------------------------------------------------------------------------------
(Former name,former address and formal fiscal year,
if changed since last report)
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes [x] No [ ]
Applicable Only to Insurers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by a check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [ ] No [ ]
Applicable Only to Corporate Issuers
The number of shares of the Registrant's common stock, $.001 par value,
outstanding as of March 31, 2002 was 5,915,356 shares.
CUMBERLAND TECHNOLOGIES, INC.
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION
------ ---------------------
Page
----
Item 1. Condensed Consolidated Balance Sheets at March 31, 2002
(unaudited) and December 31, 2001........................ 1-2
Condensed (unaudited) Consolidated Statements of Operations
for the three months ended March 31, 2002 and
March 31, 2001 .............................................3
Condensed Consolidated Statements of Stockholders' Equity for
the three months ended March 31, 2002 (unaudited) and
for the year ended December 31, 2001........................4
Condensed (unaudited) Consolidated Statements of Cash Flows
for the three months ended March 31, 2002 and
March 31, 2001..............................................5
Notes to Condensed Consolidated Financial Statements
(unaudited)..............................................6-18
Item 2. Management's Discussion and Analysis of financial condition
and results of operations...............................19-22
Item 3. Quantitative and Qualitative Disclosures about
Market Risk................................................22
PART II OTHER INFORMATION
------- -----------------
Item 1. Legal proceedings...........................................23
Item 2. Changes in securities.......................................23
Item 3. Defaults upon senior securities.............................23
Item 4. Submission of matters to a vote of security holders.........23
Item 5. Other information...........................................23
Item 6. Exhibits and Reports of Form 8-k............................23
Signatures..................................................24
UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
------ --------------------
CUMBERLAND TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
------
------------------------
March 31, December 31,
2002 2001
------------------------
(unaudited)
Investments:
-----------
Securities available-for-sale at fair value:
Debt securities ................................. $11,056,947 $ 9,339,353
Debt securities held-to-maturity at amortized
cost (fair value, 2002 - $362,477
2001 - $374,436) ................................ 359,602 359,475
Mortgage loans on real estate, at unpaid
principal ....................................... 718,266 681,790
Short-term investments ............................ 433,993 433,993
----------- -----------
Total investments ............................... 12,568,808 10,814,611
Cash and cash equivalents ............................ -- 2,654,131
Accrued investment income ............................ 179,960 154,527
Reinsurance recoverable .............................. 3,980,108 3,844,034
Accounts receivable:
-------------------
Nonaffiliate less allowance for doubtful
accounts of $63,206 and $13,750 at
March 31, 2002 and December 31, 2001, respectively 3,894,155 4,615,327
Affiliate ......................................... 54,711 72,201
Income tax recoverable ............................... 71,544 --
Deferred income tax asset ............................ 562,184 499,145
Deferred policy acquisition costs .................... 1,912,398 1,903,547
Intangibles, net ..................................... 359,169 380,951
Goodwill.............................................. 152,780 152,780
Other investment ..................................... 640,872 640,872
Other assets ......................................... 341,522 371,893
----------- -----------
$24,718,211 $26,104,019
=========== ===========
See notes to condensed consolidated financial statements.
CUMBERLAND TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------
March 31, December 31,
2002 2001
----------------------------
(unaudited)
Policy liabilities and accruals:
-------------------------------
Loss and loss adjustment expenses ............. $ 3,816,800 $ 4,113,232
Derivative instruments ........................ 2,024,654 1,978,891
Unearned premiums ............................. 5,524,543 5,582,640
Ceded reinsurance payable ........................ 554,753 1,755,105
Accounts payable and other liabilities ........... 4,112,091 3,388,269
Income tax payable ............................... -- 113,284
Debt:
----
Nonaffiliate .................................. 509,417 651,940
Affiliate ..................................... 604,055 604,055
------------ ------------
Total liabilities ............................. 17,146,313 18,187,416
------------ ------------
Stockholders' equity:
--------------------
Preferred stock, $.001 par value; 10,000,000
shares authorized, no shares issued ....... -- --
Common stock, $.001 par value; 10,000,000
shares authorized; 5,915,356 shares issued. 5,916 5,916
Capital in excess of par value ................ 7,270,316 7,270,316
Accumulated other comprehensive (loss)
income .................................... (8,254) 70,729
Retained earnings ............................. 567,639 833,361
------------ ------------
7,835,617 8,180,322
Less treasury stock, at cost, 318,112 shares . (263,719) (263,719)
------------ ------------
Total stockholders' equity .................... 7,571,898 7,916,603
------------ ------------
$ 24,718,211 $ 26,104,019
============ ============
See notes to condensed consolidated financial statements.
CUMBERLAND TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
----------------------------
Three Months Ended March 31,
2002 2001
---------------------------
Revenue:
-------
Direct premiums earned ............................. $ 3,368,144 $ 3,385,153
Assumed premiums earned ............................ 792,546 751,015
Less ceded premiums ................................ (1,075,529) (1,051,471)
----------- -----------
Net premium income ................................. 3,085,161 3,084,697
Net investment income .............................. 128,485 155,934
Net realized investment losses ..................... (4,326) --
Other income ....................................... 602,564 599,438
----------- -----------
Total revenue ...................................... 3,811,884 3,840,069
----------- -----------
Benefits and Expenses:
---------------------
Losses and loss adjustment expenses ................ 1,649,696 670,829
Derivative expense ................................. 76,054 211,563
Amortization of deferred policy acquisition
costs .......................................... 1,010,653 1,096,621
Operating expenses ................................. 1,460,550 1,466,300
Interest expense ................................... 17,553 62,319
----------- -----------
Total expenses ..................................... 4,214,506 3,507,632
----------- -----------
(Loss) income before income tax (benefit) expense... (402,622) 332,437
Income tax (benefit) expense ...................... (136,900) 110,420
----------- -----------
Net (loss) income................................... $ (265,722) $ 222,017
=========== ===========
Weighted average shares outstanding - basic ........ 5,597,244 5,564,488
=========== ===========
Net (loss) income per share - basic ................ $ (0.05) $ 0.04
=========== ===========
Weighted average shares outstanding - diluted ...... 5,619,744 5,564,488
=========== ===========
Net (loss) income per share - diluted .............. $ (0.05) $ 0.04
=========== ===========
See notes to condensed consolidated financial statements.
CUMBERLAND TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
Accumulated
Capital in Other
Common Shares Excess of Comprehensive Total
------------- Par Income Retained Treasury Stockholders'
Stock Amount Value (Loss) Earnings Stock Equity
--------- ---------- ---------- ---------- ---------- ---------- ----------
Balance at January 1, 2001 ........... 5,871,356 $ 5,872 $7,264,860 $ 104,485 $ 774,993 $ (263,719) $7,886,491
Exercise of 44,000 shares
under 1991 stock
option plan.................... 44,000 44 5,456 5,500
Net unrealized depreciation
of available-for-sale
securities, net of income tax.. (33,756) (33,756)
Net income ........................ 58,368 58,368
---------
Comprehensive income .............. 24,612
---------- ---------- ---------- ---------- ---------- ---------- ---------
Balance at December 31, 2001 ......... 5,915,356 5,916 7,270,316 70,729 833,361 (263,719) 7,916,603
Net unrealized depreciation
of available-for-sale
securities, net of income tax.. (78,983) (78,983)
Net loss .......................... (265,722) (265,722)
----------
Comprehensive loss ................ (344,705)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance at March 31, 2002 ............ 5,915,356 $ 5,916 $7,270,316 $ (8,254) $ 567,639 $(263,719) $7,571,898
========== ========== ========== ========== ========== ========== ==========
See notes to condensed consolidated financial statements.
CUMBERLAND TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
----------------------------
Three Months Ended March 31,
2002 2001
----------------------------
Operating activities:
--------------------
Net (loss) income .................................. $ (265,722) $ 222,017
Adjustments to reconcile net (loss) income to cash
(used in) provided by operating activities:
(Amortization) accretion of investment
discounts and premiums ................. 11,038 (8,979)
Policy acquisition costs amortized .......... 1,010,653 1,096,621
Policy acquisition costs deferred ........... (1,019,504) (1,214,822)
Amortization ................................ 21,782 36,153
Net realized loss on disposal of
investments ............................. 4,326 --
(Increase) decrease in:
Accrued investment income ............... (25,433) 64,383
Reinsurance recoverable ................. (136,074) 701,717
Accounts receivable ..................... 721,172 (429,724)
Income tax recoverable .................. (71,544) (19,000)
Other assets ............................ 30,371 (49,166)
Increase (decrease) in:
Policy liabilities and accruals ......... (354,529) 512,961
Derivative liability .................... 45,763 211,563
Ceded reinsurance payable ............... (1,200,352) (82,882)
Accounts payable and other liabilities .. 723,822 88,740
Income tax payable ...................... (113,284) --
----------- -----------
Net cash (used in) provided by operating activities (617,515) 1,129,582
----------- -----------
Investing activities:
--------------------
Securities available-for-sale:
Purchases - fixed maturities ................ (2,871,982) (481,433)
Proceed from sales - fixed maturities ....... 996,875 --
Purchase of - mortgage loan ................. (36,905) --
Net payments on mortgage loans ..................... 429 321
Other investment ................................... -- (12,964)
----------- -----------
Net cash used in investing activities .............. (1,911,583) (494,076)
----------- -----------
Financing activities:
--------------------
Payments on debt, affiliate and
non-affiliate ................................... (142,523) (138,798)
Stock options exercised ............................ -- 5,500
Net change in advances from affiliates ............. 17,490 (639)
----------- -----------
Net cash used in financing activities .............. (125,033) (133,937)
----------- -----------
Increase (decrease) in cash and cash equivalents ... (2,654,131) 501,569
Cash and cash equivalents, beginning of period ..... 2,654,131 693,778
----------- -----------
Cash and cash equivalents, end of period ........... $ -- $ 1,195,347
=========== ===========
Supplemental cash flows disclosure:
Cash paid for interest ............................. $ 2,451 $ 24,498
----------- -----------
Cash paid for income taxes ......................... $ 47,928 $ --
=========== ===========
See notes to condensed consolidated financial statements.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
1. Ownership and Organization
--------------------------
Cumberland Technologies, Inc. ("CTI" or "the Company") f/k/a Cumberland
Holdings, Inc., a Florida Corporation, was formed on November 18, 1991, to
be a Holding Company and a wholly-owned subsidiary of Kimmins Corp. ("KC").
Effective October 1, 1992, KC contributed all of the outstanding common
stock of two of its other wholly-owned subsidiaries, Cumberland Casualty &
Surety Company ("CCS") and Surety Specialists, Inc. ("SSI") to CTI. KC then
distributed to its stockholders CTI's common stock on the basis of one
share of common stock of CTI for each five shares of KC common stock and
Class B common stock owned (the "Distribution".) Effective January 30,
1997, Cumberland Holdings, Inc. changed its name to Cumberland
Technologies, Inc. CTI conducts its business through five wholly-owned
subsidiaries. CCS, a Florida corporation formed in May 1988, provides
underwriting for specialty surety and performance and payment bonds for
contractors. The surety services provided include direct surety and to a
lesser extent, assumed reinsurance. SSI, a Florida corporation formed in
August 1988, is a general lines agency which operates as an independent
agent. Surety Group ("SG"), a Georgia corporation, and Associates
Acquisition Corp. d/b/a Surety Associates ("SA"), a South Carolina
corporation, purchased in February and July 1995, respectively, are general
lines agencies which operate as independent agencies. Qualex Consulting
Group, Inc. ("Qualex"), a Florida corporation formed in November 1994,
provides claim and contracting consulting services.
2. Summary of Significant Accounting Policies
------------------------------------------
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of CTI and its
wholly-owned subsidiaries. All material intercompany transactions and
balances have been eliminated in consolidation.
Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in conformity with accounting principles generally accepted
in the United States of America for interim financial information and with
the instructions to Form 10-Q. Accordingly, they do not include all of the
information and notes required by accounting principles generally accepted
in the United States of America 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 three months ended March 31, 2002 are not necessarily
indicative of the results that may be expected for any future quarters or
the year ending December 31, 2002. For further information, refer to
consolidated financial statements as of and for the years ended December
31, 2001 and 2000, included in the Company's Form 10-K for the year ended
December 31, 2001 as filed with the United States Securities and Exchange
Commission on March 31, 2002.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
2. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
Investments
-----------
The Company accounts for marketable securities in accordance with Statement
No. 115, Accounting for Certain Investments in Debt and Equity Securities.
Debt securities that the Company has both the positive intent and ability
to hold to maturity are classified as "held-to-maturity" securities and are
reported at amortized cost. The amortized cost of debt securities is
adjusted for amortization of premiums and accretion of discounts from the
date of purchase to maturity. Such amortization and accretion, which is
calculated under the interest method, is included in investment income.
Marketable equity securities and debt securities not classified as
"held-to-maturity" or "trading" are classified as "available-for-sale."
Available-for-sale securities are reported at estimated fair value, with
the unrealized gains and losses, net of any related income taxes, reported
as a separate component of stockholders' equity and of other comprehensive
income (loss). Realized gains and losses and declines in value judged to be
other-than-temporary are included in income. The cost of securities sold is
based on the specific identification method. Interest and dividends on
securities are included in investment income.
Short-term investments primarily include certificates of deposit having
maturities of more than three months when purchased. These investments are
reported at cost, which approximates fair value.
Cash Equivalents
----------------
The Company considers all highly liquid investments having a maturity of
three months or less when purchased to be cash equivalents.
Deferred Policy Acquisition Costs
---------------------------------
To the extent recoverable from future policy revenues, the costs of
acquiring new surety business, principally commissions, are deferred and
amortized in a manner which charges each year's operations in direct
proportion to the premium revenue recognized.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
2. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
Intangibles
-----------
Intangible assets are stated at cost and principally represent purchased
customer accounts and the excess of costs over the fair value of
identifiable net assets acquired ("Goodwill"). Purchased customer accounts,
noncompete agreements, and purchased contract agreements are being
amortized on a straight-line basis over the related estimated lives and
contract periods, which range from 3 to 15 years. Goodwill was being
amortized on a straight-line basis over 15 years. Purchased customer
accounts are records and files obtained from acquired businesses that
contain information on insurance policies and the related insured parties
that is essential to policy renewals.
The carrying value of Goodwill and other intangible assets will be reviewed
if circumstances suggest that they may be impaired. If this review
indicates that the intangible assets will not be recoverable, as determined
based on the fair value of the entity acquired over the remaining
amortization period, the Company's carrying value of the Goodwill and
intangibles is reduced to fair value. The amount of Goodwill impairment, if
any, is measured based on projected discounted future results using a
discount rate reflecting the Company's average cost of funds.
In accordance with Statement of Financial Accounting Standard 121 ("SFAS
121"), Goodwill and other long-lived assets that were capitalized in
conjunction with the purchase of Associates Acquisition Corp., d/b/a Surety
Associates were deemed impaired as of December 31, 2001 and an asset
impairment charge of $437,418 was recorded.
Loss and Loss Adjustment Expenses
---------------------------------
The liability for loss and loss adjustment expenses including incurred but
not reported losses is based on the estimated ultimate cost of settling the
claim using traditional paid and incurred loss development methods. These
estimates are subject to the effects of trends in loss severity and
frequency. Although considerable variability is inherent in such estimates,
management believes that the liabilities for loss and loss adjustment
expenses are adequate. The estimates are continually reviewed and adjusted
as necessary as experience develops or new information becomes known. Such
adjustments are included in current operations. A liability for all costs
expected to be incurred in connection with the settlement of unpaid loss
and loss adjustment expenses are accrued when the related liability for
unpaid losses is accrued. Loss adjustment expenses include costs associated
directly with specific claims paid or in the process of settlement, such as
legal and adjusters' fees. Loss adjustment expenses also include other
costs that cannot be associated with specific claims but are related to
losses paid or in the process of settlement, such as internal costs of the
claims function.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
2. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
The Company does not discount its reserves for losses and loss adjustment
expenses. The Company writes primarily surety contracts which are of short
duration.
The Company does not consider investment income in determining if a premium
deficiency relating to short duration contracts exists.
Unearned Premiums
-----------------
Unearned premiums are deferred and amortized on a pro-rata basis.
Reinsurance
-----------
The Company assumes and cedes reinsurance and participates in various
pools. The accompanying consolidated financial statements reflect premiums,
benefits and settlement expenses, and deferred policy acquisition costs,
net of reinsurance ceded. Amounts recoverable from reinsurers for unpaid
losses are estimated in a manner consistent with the claim liability
associated with the reinsured policies.
Revenue Recognition
-------------------
Premiums earned on direct insurance and assumed reinsurance are recognized
on a pro-rata basis over the period of risk. Commission income, which is
earned on ceded premiums and premiums written for other third party
insurance carriers, is recognized at the effective date of the bonds
issued. Other income, consisting primarily of consulting fees, is
recognized when the negotiated services are provided.
Stock-Based Compensation
------------------------
The Company has adopted only the pro forma disclosure provisions of
Statement No. 123, Accounting for Stock-Based Compensation ("SFAS No.
123"). SFAS No. 123 encourages, but does not require companies to record at
fair value compensation cost for stock-based employee compensation plans.
The Company accounts for equity-based compensation arrangements in
accordance with the intrinsic value method prescribed by Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations. Intrinsic value is the amount by which the
market price of the underlying stock exceeds the exercise price of the
stock option or award on the measurement date, generally the date of grant.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
2. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
Income Taxes
------------
Deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred income tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
The Company has recorded a deferred income tax asset of $562,184 and
$499,145 at March 31, 2002 and December 31, 2001, respectively. Realization
of the asset is dependent on generating sufficient taxable income in future
years. Although realization is not assured, management believes it is more
likely than not that all of the deferred income tax asset will be realized.
The Company files a consolidated tax return that includes all of its
subsidiaries.
Earnings Per Share
------------------
The Company computes and discloses earnings (loss) per share in accordance
with the provisions of Statement of Financial Accounting Standards No. 128,
Earnings Per Share. The inclusion of 54,700 and 45,300 outstanding stock
options at March 31, 2002 and 2001, respectively, resulted in diluted
earnings per share that was the same as basic earnings per share.
Business Concentration
----------------------
The majority of the Company's business relates to surety and performance
bonds for contractors. Accordingly, the occurrence of adverse economic
conditions in the contracting business could have a material adverse effect
on the Company's business although no such conditions have been encountered
in the past. The Company only requires collateral from surety bond
customers if the customer meets between 80 percent to 99 percent of the
Company's underwriting criteria. Customers that fail to meet at least 80
percent of the requirements are denied surety bonding.
Use of Estimates
----------------
The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying
notes. Such estimates and assumptions could change in the future as more
information becomes known which would affect the amounts reported and
disclosed herein.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
2. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
New Accounting Standards
------------------------
In July 2001, Statement of Financial Accounting Standards (SFAS) No. 141,
"Business Combinations" was approved by the Financial Accounting Standards
Board (FASB). SFAS No.141 requires that the purchase method of accounting
be used for all business combinations initiated after June 30, 2001.
In August 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations ("SFAS 143"). SFAS 143 provides accounting and
reporting standards related to obligations associated with the retirement
of tangible long-lived assets. SFAS 143 is effective on January 1, 2003,
however, earlier application is encouraged. The Company has not evaluated
the effect, if any, that the adoption of SFAS 143 will have on the
Company's consolidated financial statements.
In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 provides
accounting and reporting standards for the impairment or disposal of
long-lived assets. SFAS 144 supersedes SFAS 121 but retains SFAS 121's
fundamental provisions for (a) recognition/measurement of impairment of
long-lived assets to be held and used and (b) measurement of long-lived
assets to be disposed of by sale. SFAS 144 also supersedes the
accounting/reporting provisions of Accounting Principles Board Opinion No.
30 ("APB 30") for segments of a business to be disposed of but retains APB
30's requirement to report discontinued operations separately from
continuing operations and extends that reporting to a component of an
entity that either has been disposed of or is classified as held for sale.
SFAS 144 is effective January 1, 2002. The Company adopted SFAS 144
effective January 1, 2002, and the adoption of this statement had no impact
on the financial condition, results of operations, or cash flows of the
Company.
Reclassifications
-----------------
Certain amounts in the 2001 consolidated financial statements have been
reclassified to conform to the 2002 consolidated financial statement
presentation.
3. Related Party Transactions
--------------------------
In 1988, CCS issued a surplus debenture to KC in exchange for $3,000,000
which bears interest at 10 percent per annum. Interest and principal
payments are subject to approval by the Florida Department of Insurance. On
April 1, 1997, CTI forgave $375,000 of its $3,000,000 surplus debenture due
to CCS. As a result, CCS increased paid in capital by $375,000. On June 30,
1999, CTI forgave $576,266 of its $2,625,000 surplus debenture due from
CCS. As a result, CCS increased paid-in capital to $1,000,000. As of March
31, 2002 and December 31, 2001, no payments could be made under the terms
of the debenture.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
3. Related Party Transactions (continued)
--------------------------------------
On March 8, 2002, Cumberland purchased a residential mortgage from Francis
M. Williams. Mr. Williams is Chairman of the Board of the Company. The
principal balance on the loan was $36,906. Interest accrued through the
date of sale was $129 at an annual interest rate of 7.5%. No prior liens
exist related to taxes, assessments or other similar charges.
4. Investments
-----------
The components of unrealized (depreciation) appreciation of investments
recorded in stockholders' equity are as follows:
------------------------------------
March 31, 2002 December 31, 2001
--------------- -----------------
Fixed maturities, net of
income tax ....................... $(8,254) $70,729
====================================
5. Income Taxes
------------
The Company's provision for income taxes for the quarters ended March 31,
2002 and 2001 has been calculated using an effective rate of approximately
34%.
6. Debt
----
Affiliate
---------
Effective November 10, 1998, CTI entered into a $1,000,000 convertible term
note agreement with TransCor Waste Services, Inc., a subsidiary of KC. The
note is due November 10, 2002 and bears interest equal to one half of one
percent per annum in excess of the stated interest rate established by the
Bank of America. On December 26, 2001, the Company made a principal note
payment of $395,495 reducing the note to $604,055. The lender may convert
the principal amount of the note or a portion thereof into common stock at
$3.00 per share subsequent to a six-month anniversary and prior to the
maturity date.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
6. Debt (continued)
----------------
Nonaffiliate
------------
In connection with the acquisition of certain agencies during 1995, the
Company entered into two notes payable with the agencies' previous owners.
One note is due March 1, 2002 and bears interest at 8% through February 28,
2001 and 10% thereafter. Principal payments of $125,000 are due annually
beginning March 1, 2000. The other note is due June 30, 2010 and bears
interest 9%. Principal payments of $40,000 were due annually for three
years beginning January 5, 1996. Payments of $11,104 including principal
and interest were paid monthly from April 1, 1997 through March 31, 2001.
On December 3, 2001, SA reached an agreement with the holder on this note
payable, whereby the terms of the note were modified, such that the
effective interest rate was 6%, and principal payments became payable at
$6,000 per month. On March 1, 2002, a final payment of $125,000 was made on
the note due March 1, 2002.
7. Intangibles
-----------
As of January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets," which addresses the financial accounting and
reporting standards for the acquisition of intangible assets outside of a
business combination and for goodwill and other intangible assets
subsequent to their acquisition. This accounting standard requires that
goodwill be separately disclosed from other intangible assets in the
statement of financial position, and no longer be amortized but tested for
impairment on a periodic basis. The provisions of this accounting standard
also require the completion of a transitional impairment test within six
months of adoption, with any impairments identified treated as a cumulative
effect of a change in accounting principle.
In accordance with SFAS No. 142, the Company discontinued the amortization
of goodwill effective January 1, 2002. A reconciliation of previously
reported net income and earnings per share to the amounts adjusted for the
exclusion of goodwill amortization net of the related income tax effect
follows:
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
7. Intangibles (continued)
-----------------------
Three Months Ended March 31,
----------------------------
2002 2001
----------------------------
Reported net earnings .................... $ (265,722) $ 222,017
Add: Goodwill amortization, net of tax ... -- 13,953
------------ -----------
Adjusted net earnings .................... $ (265,722) $ 235,970
------------ -----------
Basic earnings per common share:
Reported net earnings .................... $ (0.05) $ 0.04
Goodwill amortization, net of tax ........ -- --
------------ -----------
Adjusted net earnings .................... $ (0.05) $ 0.04
============ ===========
Diluted earnings per common share:
Reported tax earnings .................... $ (0.05) $ 0.04
Goodwill amortization, net of tax ........ -- --
------------ -----------
Adjusted net earnings .................... $ (0.05) $ 0.04
============ ===========
The Company will complete and report the results of the transitional
impairment tests in the Company's June 30, 2002 financial statements.
Intangible assets are stated at cost and principally represent purchased
customer accounts, noncompete agreements, purchased contract agreements,
and the excess of costs over the fair value of identifiable net assets
acquired ("Goodwill"). Prior to the implementation of SFAS No. 142,
Goodwill was amortized on a straight-line basis over 15 years. All other
intangible assets are amortized on a straight-line basis over the related
estimated lives and contract periods, which range from 3 to 15 years.
Purchased customer accounts are records and files obtained from acquired
businesses that contain information on insurance policies and the related
insured parties that is essential to policy renewals.
The carrying value of Goodwill and other intangible assets are reviewed
periodically for impairment. If this review indicates that the intangible
assets will not be recoverable, as determined based on the fair value of
the entity acquired over the remaining amortization period, the Company's
carrying value of the Goodwill and other intangible assets will be reduced
by the estimated shortfall of cash flows.
In accordance with Statement of Financial Accounting Standard 121 ("SFAS
121"), Goodwill and other long-lived assets that were capitalized in
conjunction with the purchase of Associates Acquisition Corp., d/b/a Surety
Associates were deemed impaired as of December 31, 2001 and an asset
impairment charge of $437,418 was recorded.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
8. Reinsurance
-----------
The Company assumes and cedes reinsurance and participates in various
pools. The financial statements reflect premiums, benefits and settlement
expenses, and deferred policy acquisition costs, net of reinsurance ceded.
Amounts recoverable from reinsurers are estimated in a manner consistent
with the future policy benefit and claim liability associated with the
reinsured policies.
Accounts recoverable from reinsurers for unpaid losses are presented as an
asset in the accompanying consolidated financial statements.
9. Accounting for Derivative Instruments
-------------------------------------
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities
is effective for all fiscal years beginning after June 15, 2000. SFAS No.
133, as amended, establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities. Under SFAS No. 133, certain
contracts that were not formerly considered derivatives may now meet the
definition of a derivative. The Company adopted SFAS No. 133 effective
January 1, 2001. The Company identified one product that meets the
definition of a derivative instrument as defined in SFAS No. 133. The
policy is issued to registered investment advisors ("Advisors"), and
insures losses suffered by the Advisors as a result of market declines on
covered investment principal, provided that the Advisors have followed the
investment guidelines required by the policy. The identified derivative was
formerly accounted for as an insurance contract within the policy
liabilities for loss and loss adjustment expenses account in the
consolidated balance sheet prior to January 1, 2001. There was no
cumulative effect of change in accounting principal due to the fact that
the policy liability recorded for this policy at December 31, 2000
approximated the fair value of the derivative instrument at January 1,
2001. The fair value of the derivative instrument at March 31, 2002 and
December 31, 2001 is $2,024,654 and $1,978,891, respectively. The Company
is not involved in any hedging activities. At March 31, 2002 the fair value
of the derivative instrument has been determined by using a financial model
that incorporates market data and other assumptions. Due to the volatility
in the marketplace, the Company has suspended marketing of this product
effective September 2001.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
10. Statutory Accounting Practices
------------------------------
CCS is domiciled in Florida and prepares its statutory-basis consolidated
financial statements in accordance with accounting practices prescribed or
permitted by the Florida Insurance Department. "Prescribed" statutory
accounting practices include state laws, regulations, and general
administrative rules, as well as a variety of publications of the National
Association of Insurance Commissioners ("NAIC"). "Permitted" statutory
accounting practices encompass all accounting practices that are not
prescribed; such practices may differ from state to state, may differ from
company to company within a state, and may change in the future. In 1998,
the National Association of Insurance Commissioner adopted the Codification
of Statutory Accounting Principles (Codification) for insurance companies.
Codification, which is intended to standardize regulatory accounting and
reporting for the insurance industry, is effective January 1, 2001. The
Company implemented codification at January 1, 2001. On a statutory
accounting basis, CCS reported losses net of taxes of ($518,600) for the
three months ended March 31, 2002. Statutory surplus (shareholders' equity)
of these operations was $6,651,603 and $6,503,218 as of March 31, 2002 and
December 31, 2001, respectively.
11. Comprehensive Income
--------------------
Comprehensive income is defined as any change in equity from transactions
and other events originating from nonowner sources. In the Company's case,
those changes are principally comprised of reported net income and changes
in the unrealized appreciation and depreciation of the Company's
available-for-sale securities. SFAS No. 130 requires that the Company
report all components of comprehensive income. The following summaries
present the components of comprehensive income, other than net income, for
the three months ended March 31, 2002 and March 31, 2001, respectively.
Consolidated Statements of
Comprehensive Income
----------------------------
Three Months Ended March 31,
2002 2001
----------------------------
Net (loss) income ............................ $ (265,722) $ 222,017
Other comprehensive (loss) income:
Unrealized (depreciation) of available-
for-sale securities arising during
period, net of income tax................. (89,123) (95,579)
Reclassification adjustment for
losses included in net income,
net of income tax ........................ 10,140 --
--------- ---------
Comprehensive (loss) income .................. $ (344,705) $ 126,438
========== =========
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
12. Contingencies
-------------
CCS has been named in a class action lawsuit. The plaintiffs are clients of
a registered investment advisor (the "Advisor") and have alleged that the
Advisor, a registered broker-dealer, and certain other defendants
(excluding CCS) were negligent or otherwise responsible for losses suffered
by the plaintiffs resulting from embezzlement of the plaintiffs'
investments by a third party. As a separate count in the lawsuit, the
plaintiffs have also asserted claims against CCS based on a policy of
insurance issued by CCS to the Advisor. The policy does not provide
coverage for embezzlement, rather it insures losses caused by market
declines, providing that the Advisor has followed the investment guidelines
required by the policy. CCS denies the plaintiffs' allegations, however, it
cannot predict the outcome or the impact this action could have on CCS. CCS
is vigorously defending this lawsuit and intends to move for summary
judgment.
CUMBERLAND TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002 (UNAUDITED)
Forward-looking Statement Disclosure
------------------------------------
All statements, other than statements of historical facts, included or
incorporated by reference in this Form 10-Q which address activities, events or
developments which the Company expects or anticipates will or may occur in the
future, including statements regarding the Company's competitive position,
changes in business strategy or plans, the availability and price of
reinsurance, the Company's ability to pass on price increases, plans to install
the Bond-Pro(R) program in independent insurance agencies, the impact of
insurance laws and regulation, the availability of financing, reliance on-key
management personnel, ability to manage growth, the Company's expectations
regarding the adequacy of current financing arrangements, product demand and
market growth, and other statements regarding future plans and strategies,
anticipated events or trends similar expressions concerning matters that are not
historical facts are forward-looking statements. These statements are based on
certain assumptions and analysis made by the Company in light of its experience
and its perception of historical trends, current conditions and expected future
developments as well as factors it believes are appropriate in the
circumstances. However, whether actual results and developments will conform
with the Company's expectations and predictions is subject to a number of risks
and uncertainties which could cause actual results to differ significantly and
materially from past results and from the Company's expectations. These risks
and uncertainties include, but are not limited to, changes in the market value
of the Company's investments, increases in the Company's liability under
derivative securities, losses on claims in excess of the Company's reserves,
competition in the insurance industry, inability to recover from reinsurers for
unpaid losses, unanticipated losses from litigation, the effects of new or
existing government regulations, and the impact of new accounting
pronouncements. All of the forward-looking statements made in this Form 10-Q are
qualified by these cautionary statements and there can be no assurance that the
actual results or development anticipated by the Company will be realized or,
even if substantially realized that they will have the expected consequences to
or effects on the Company or its business or operations.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
------ FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The capacity of a surety company to underwrite insurance and reinsurance is
based on maintaining liquidity and capital resources sufficient to pay claims
and expenses as they become due. Based on standards established by the National
Association of Insurance Commissioners (NAIC) and promulgated by the Florida
Department of Insurance, the Company is permitted to write net premiums up to an
amount equal to three times its statutory surplus, or approximately $19,800,000
at December 31, 2002. Statutory guidelines impose an additional limitation on
increasing net written premiums to no more than 33% of prior year's net written
premiums. Under these guidelines, the Company could increase net written
premiums by approximately $4,500,000 in the year 2002 subject to risk-based
capital limitations.
At March 31, 2002, $24,718,211 of the Company's total assets calculated
based on generally accepted accounting principles were comprised as follows: 52
percent in cash and investments (including accrued investment income), 32
percent in receivables and reinsurance recoverables, 10 percent in intangibles
and deferred policy acquisition costs and 6 percent in other assets.
The Company follows investment guidelines that are intended to provide an
acceptable return on investment while maintaining sufficient liquidity to meet
its obligations.
Net cash (used in) provided by operating activities was ($617,515) and
$1,129,582 for the three months ended March 31, 2002 and 2001, respectively. Net
cash used in operating activities during the first quarter of 2002 is attributed
to loss from operations, increases in accounts payable and reinsurance
recoverable offset by decreases in reinsurance payable and accounts receivable.
Net cash provided by operating activities for the quarter ended March 31, 2001
is primarily attributed to a decrease in reinsurance recoverable and an increase
in derivative liability, which are offset by an increase in accounts receivable
and a decrease in policy liabilities and accruals.
Net cash used in investing activities was $1,911,583 and $494,076 for the
three months ended March 31, 2002, and 2001, respectively. Investing activities
consist of purchases, sales, and maturities of investments.
As of March 31, 2002 the Company had sufficient capital resources to fund
foreseeable future requirements.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
------ FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
RESULTS OF OPERATIONS
---------------------
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------
Direct, assumed and ceded premiums for the first quarter of 2002 was
consistent with the first three months of 2001. Net premium income for the
period ended March 31, 2002 and 2001, was $3,085,161 and $3,084,697,
respectively.
Net investment income for the period ending March 31, 2002 decreased by
$27,449 when compared to the same period in 2001. The decrease is attributed to
an overall decrease in interest rates earned on the bond and money market
portfolio. Other income increased slightly ($3,126) when compared to the same
period of 2001.
During the three months ended March 31, 2002, loss and loss adjustment
expenses increased by $978,867 when compared to the same period in 2001. The
increase is primarily attributed to incurred losses and loss adjustment expenses
on assumed business, net of reinsurance of $889,268. The large volume of assumed
losses recognized in the first quarter of 2002 is due to a change in estimates
based on information received from the Company's reinsurers. As a result of the
large volume of paid losses in the first quarter ($1,976,420 for the first three
months of 2002 as compared to $432,223 for the same period in 2001) reserves
were strengthened.
During the three months ended March 31, 2002, derivative expense decreased
by $135,509 when compared to the same period in 2001. The change is attributed
to the change in market values netted with the increase in the reserve for
derivative valuation.
During the three months ended March 31, 2002, amortization of deferred
policy acquisition costs was $1,010,652 as compared to $1,096,621 for the same
period in 2001. The amortization of deferred policy acquisition costs is 46% and
47% of written premiums for the three months ended March 31, 2002 and 2001,
respectively.
Operating expenses for the three months ended March 31, 2002 when compared
to the same period in 2001 decreased by less than 1%. The Company's largest
operating expense is salary and related expenses representing 53% and 51% of the
total operating expense at March 31, 2002 and 2001, respectively. The Company
goal for 2002 is maintaining consistency with prior year operating expenses
without disruption of its marketing goals.
Interest expense represents payment to two subsidiary agencies previous
owners. The decrease in interest expense at March 31, 2002 is due to a decrease
in the principal amount of the long-term debt.
Income taxes in the three months ending March 31, 2002 and 2001 were
calculated using effective rates of 33%, respectively.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
------ FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
RESULTS OF OPERATIONS
---------------------
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------
Critical Accounting Policies
----------------------------
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires the
Company to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. These estimates and assumptions are based
on historical experience and various other factors that are believed to be
reasonable under the circumstances. Actual results could differ from these
estimates under different assumptions or conditions.
The Company believes the following accounting policies are the most
critical since these policies require significant judgment or involve complex
estimations that are important to the portrayal of the Company's financial
condition and operating results:
The Company reviews long-lived assets, including certain identifiable
intangibles, for impairment whenever events or changes in circumstances indicate
that the carrying value of an asset may not be recoverable. Upon determination
that the carrying value of the asset is impaired, the Company would record an
impairment charge or loss. Future adverse changes in market conditions or poor
operating results of the underlying investment could result in losses or an
inability to recover the carrying value of the investment that may not be
reflected therein; and therefore, might require the Company to record an
impairment charge in the future.
Statement of Financial Accounting Standard No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS No.133") is effective for
all fiscal years beginning after June 15, 2000. SFAS No. 133, as amended,
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. Under SFAS No. 133, certain contracts that were not formerly
considered derivatives may now meet the definition of a derivative. The Company
adopted SFAS No. 133 effective January 1, 2001. The Company identified one
product that meets the definition of a derivative instrument as defined in SFAS
No. 133. The identified derivative was formerly accounted for as an insurance
contract within the policy liabilities for loss and loss adjustment expenses
account in the consolidated balance sheet. At December 31, 2001 the fair value
of the derivative instrument has been determined by using a financial model that
incorporates market data and other assumptions. Due to the volatility in the
marketplace, the Company has suspended marketing of this product effective
September 2001.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
------ CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
RESULTS OF OPERATIONS
---------------------
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------
Critical Accounting Policies (continued)
----------------------------------------
The liability for loss and loss adjustment expenses including incurred but
not reported losses is based on the estimated ultimate cost of settling the
claim using traditional paid and incurred loss development methods. These
estimates are subject to the effects of trends in loss severity and frequency.
Although considerable variability is inherent in such estimates, management
believes that the liabilities for loss and loss adjustment expenses are
adequate. The estimates are continually reviewed and adjusted as necessary as
experience develops or new information becomes known. Such adjustments are
included in current operations. A liability for all costs expected to be
incurred in connection with the settlement of unpaid loss and loss adjustment
expenses is accrued when the related liability for unpaid losses is accrued.
Loss adjustment expenses include costs associated directly with specific claims
paid or in the process of settlement, such as legal and adjusters' fees. Loss
adjustment expenses also include other costs that cannot be associated with
specific claims but are related to losses paid or in the process of settlement,
such as internal costs of the claims function. The Company does not discount its
reserves for losses and loss adjustment expenses. The Company writes primarily
surety contracts which are of short duration. The Company does not consider
investment income in determining if a premium deficiency relating to short
duration contracts exists.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------ ----------------------------------------------------------
The Company had approximately $12.6 million of investments as of March 31,
2002. These investments largely consist of state government obligations and have
either variable rates of interest or stated interest rates ranging from 3.5% to
8.5%. The Company's investments are exposed to certain market risks inherent
with such assets. These risks are mitigated by the Company's policy of investing
in securities with high credit ratings and investing through major financial
institutions with high credit ratings.
The Company has notes payable of approximately $1.1 million at an average
interest rate of 8.6%. The terms of the note agreements are such that
pre-payment of such debt may not be advantageous to the Company in the event
that funds may be available to the Company at a lower rate of interest.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal proceedings
------ -----------------
CCS has been named in a class action lawsuit. The plaintiffs are
clients of a registered investment advisor (the "Advisor") and
have alleged that the Advisor, a registered broker-dealer, and
certain other defendants (excluding CCS) were negligent or
otherwise responsible for losses suffered by the plaintiffs
resulting from embezzlement of the plaintiffs' investments by a
third party. As a separate count in the lawsuit, the plaintiffs
have also asserted claims against CCS based on a policy of
insurance issued by CCS to the Advisor. The policy does not
provide coverage for embezzlement, rather it insures losses
caused by market declines, providing that the Advisor has
followed the investment guidelines required by the policy. CCS
denies the plaintiffs' allegations, however, it cannot predict
the outcome or the impact this action could have on CCS. CCS is
vigorously defending this lawsuit and intends to move for summary
judgment.
Item 2. Changes in securities
------ ---------------------
None
Item 3. Defaults upon senior securities
------ -------------------------------
None
Item 4. Submission of matters to a vote of security holders
------ ---------------------------------------------------
None
Item 5. Other Information
------ -----------------
None
Item 6. Exhibits and reports on Form 8-K
------ --------------------------------
(a) The following documents are filed as exhibits to this
Quarterly Report on Form 10-Q:
3(a) Articles of Incorporation*
3(b) Bylaws*
(b) No reports on Form 8-K were filed during the quarter for
which this report is filed.
* Incorporated by referenced to the same exhibit number filed
with the Registrant's Registration Statement on Form 10
(File No. 0-19727).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CUMBERLAND TECHNOLOGIES, INC.
-----------------------------
Date: May 15, 2002 By: /s/ Joseph M. Williams
--------------------------------------------
Joseph M. Williams
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 2002 By: /s/ Carol S. Black
--------------------------------------------
Carol S. Black
Secretary and Chief Financial Officer
(Principal Accounting and Financial Officer)