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 SEPTEMBER 30,2002
-----------------
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 1-14103
NB CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-2063921
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 West 55th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
212-632-8532
(Registrant's telephone number, including area code)
(Former name, former address and former 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 (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 ____
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years:
Indicate by 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 the court.
Yes ______ No ______
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 15, 2002
Common Stock
par value $0.01 per share 100
NB CAPITAL CORPORATION
Index
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Page
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets -
As of September 30, 2002 and December 31, 2001 1
Statements of Income -
For the three-month and nine-month periods ended
September 30, 2002 and 2001 2
Statements of Stockholders' Equity -
For the three-month and nine-month periods ended
September 30, 2002 and 2001 3
Statements of Cash Flows -
For the nine-month periods ended
September 30, 2002 and 2001 4
Notes to the financial statements 5
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of Operations 8
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
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This report contains certain forward-looking statements and information relating
to NB Capital Corporation (the "Company" or "NB Capital") that are based on the
beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. When used in this
report, the words "anticipate", "believe", "estimate", "expect" and similar
expressions, as they relate to the Company or the Company's management, are
intended to identify forward-looking statements. Such statements reflect the
current view of the Company's management with respect to future events and the
Company's future performance and are subject to certain risks, uncertainties and
assumptions. Should management's current view of the future or underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated or expected. The Company
does not intend to update these forward-looking statements.
References to $ are to United States dollars; references to C$ are to Canadian
dollars. As of September 30, 2002, the Canadian dollar exchange rate was
C$1.5872 = $1.00 and certain amounts stated herein reflect such exchange rate.
2
NB CAPITAL CORPORATION
BALANCE SHEETS
September 30, December 31,
(in U.S. dollars) 2002 (1) 2001
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Assets
Cash and cash equivalents $ 41,086,459 $ 53,765,605
Due from an affiliated company 6,87,849 12,132,195
Promissory notes 442,010,652 415,882,966
Accrued interest on cash equivalents 1,281 6,710
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490,086,241 481,787,476
============================================================================
Liabilities
Due to the parent company 347,881 330,731
Accounts payable 51,814 48,975
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399,695 379,706
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Stockholders' equity
Preferred stock, $0.01 par value per share;
10,000,000 shares authorized,
110 Senior preferred shares issued
and outstanding 1 1
300,000 Series A shares issued and
outstanding 3,000 3,000
Common stock, $0.01 par value per share;
1,000 shares authorized,
100 shares issued and outstanding 1 1
Additional paid-in capital 476,761,014 476,761,014
Retained earnings 12,922,530 4,643,754
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489,686,546 481,407,770
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490,086,241 481,787,476
============================================================================
-------------------------------------------------------------------------------
(1) Unaudited
See accompanying notes to financial statements.
3
NB CAPITAL CORPORATION
BALANCE SHEETS
(Unaudited)
Three-month periods ended Nine-month periods ended
September 30, September 30,
(in U.S. dollars) 2002 2001 2002 2001
------------------------------------------------------------------------------------------------------------------------------
Revenue
Interest income
Cash equivalents $ 82,173 $ 325,527 $ 331,015 $ 1,450,804
Promissory notes 9,354,497 10,670,556 27,963,650 27,770,415
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9,436,670 10,996,083 28,294,665 29,221,219
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Expenses
Servicing and advisory fees 347,888 338,942 1,042,905 1,012,011
Legal and other professional fees 55,112 62,461 170,064 162,674
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403,000 401,403 1,212,969 1,174,685
------------------------------------------------------------------------------------------------------------------------------
Net income 9,033,670 10,594,680 27,081,696 28,046,534
Preferred stock dividends 6,267,639 6,270,288 18,802,920 18,810,864
------------------------------------------------------------------------------------------------------------------------------
Income available to common stockholder 2,766,031 4,324,392 8,278,776 9,235,670
==============================================================================================================================
Weighted average number of common shares
outstanding 100 100 100 100
------------------------------------------------------------------------------------------------------------------------------
Earnings per common share - basic and diluted 27,660 43,244 82,788 92,357
==============================================================================================================================
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See accompanying notes to financial statements.
4
NB CAPITAL CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Three-month periods ended Nine-month periods ended
September 30, September 30,
(in U.S. dollars) 2002 2001 2002 2001
-----------------------------------------------------------------------------------------------------------------------------------
PREFERRED STOCK
Balance, beginning and end of period $ 3,001 $ 3,001 $ 3,001 $ 3,001
------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK AND PAID-IN CAPITAL
Legal and other professional fees 476,761,015 476,761,015 476,761,015 476,761,015
------------------------------------------------------------------------------------------------------------------------------
RETAINED EARNING
Balance, beginning of period 10,156,499 8,335,954 4,643,754 3,424,676
Net income 9,033,670 10,594,680 27,081,696 28,046,534
Preferred stock dividends (6,267,639) (6,270,288) (18,802,920) (18,810,864)
------------------------------------------------------------------------------------------------------------------------------
Balance, end of period 12,922,530 12,660,346 12,922,530 12,660,346
------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 489,686,546 489,424,362 489,686,546 489,424,362
===================================================================================================================================
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See accompanying notes to financial statements.
5
NB CAPITAL CORPORATION
BALANCE SHEETS
(Unaudited)
Nine-month periods ended
September 30,
(in U.S. dollars) 2002 2001
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OPERATING ACTIVITIES
Net income $ 27,081,696 $ 28,046,534
Items not affecting cash resources
Due from an affiliated company 5,144,346 (5,312,045)
Due to the parent company 17,150 36,451
Accounts payable 2,839 2,499
Accrued interest on cash equivalents 5,429 74,205
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Net cash provided by operating activities 32,251,460 22,847,644
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FINANCING ACTIVITIES
Dividends (18,802,920) (20,310,864)
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Net cash used in financing activities (18,802,920) (20,310,864)
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INVESTING ACTIVITIES
Investment in promissory notes (136,087,443) (284,500,923)
Repayments of promissory notes 109,959,757 195,176,985
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Net cash used in investing activities (26,127,686) (89,323,938)
------------------------------------------------------------- -----------------
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Cash and cash equivalent,
beginning of period 53,765,605 97,133,758
--------------------------------------------------------------------------------
Cash and cash equivalent, end of period 41,086,459 10,346,600
================================================================================
--------------------------------------------------------------------------------
See accompanying notes to financial statements
6
NB CAPITAL CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2002
(unaudited)
(in U.S. dollars)
1) Incorporation and nature of operations
NB Capital Corporation (the "Company") was incorporated in the State of
Maryland on August 20, 1997. The Company's principal business is to
acquire, hold, finance and manage mortgage assets. The Company issued,
through an Offering Circular dated August 22, 1997, $300 million of
preferred stock and simultaneously, National Bank of Canada, the parent
company, made a capital contribution in the amount of $183 million. The
Company used the aggregate net proceeds of $477 million to acquire
promissory notes of NB Finance, Ltd., a wholly-owned subsidiary of National
Bank of Canada.
2) Significant accounting policies
Financial statements
The financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America and are
expressed in U.S. dollars.
The interim financial statements for the three month and nine month periods
are unaudited, however, the financial statements include, in the opinion of
management, all adjustments necessary for a fair presentation. The
unaudited financial statements should be read in conjunction with the
audited financial statements included in the Company's annual report filed
on form 10-K. The results of the interim financial statements may not be an
indicator of the results anticipated in the full year.
Promissory notes
In accordance with Statements of Financial Accounting Standards ("SFAS")
No.115 "Accounting for certain Investments in debt and equity Securities"
and based on the Company's intentions regarding these instruments, the
Company has classified the Promissory notes as held to maturity and has
accounted for them at amortized cost.
Income taxes
The Company has elected to be taxed as a Real Estate Investment Trust
("REIT") under the Internal Revenue Code of 1986, as amended, and
accordingly, is generally not subject for United States federal income tax
to the extent that it distributes at least 90% of its taxable income to its
stockholders, maintains its qualification as a REIT and complies with
certain other requirements.
Per share data
Basic and diluted earnings per share with respect to the Company for the
three-month periods and nine-month periods ended September 30, 2002 and
2001 are computed based upon the weighted average number of common shares
outstanding during the period.
Estimates
The preparation of 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 reported
amounts of assets and liabilities and 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. Actual
results could differ from those estimates.
7
NB CAPITAL CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2002
(unaudited)
(in U.S. dollars)
3) Promissory notes
The Company entered into loan agreements evidenced by promissory notes with
NB Finance, Ltd., an affiliated company. The promissory notes are
collateralized only by mortgage loans which are secured by residential
first mortgages and insured by the Canada Mortgage and Housing Corporation.
The promissory notes have maturities ranging from October 2002 to September
2009, at rates ranging from 7.312% to 10.211%, with a weighted average rate
of approximately 8.323% per annum.
These rates approximate market interest rates for loans of similar credit
and maturity provisions and, accordingly, management believes that the
carrying value of the promissory notes receivable approximates their fair
value.
Promissory notes as of June 30, 2002 $ 469,028,122
Acquisitions -
Principal repayments (27,017,470)
----------------------------------------------------------------
Promissory notes as of September 30, 2002 $ 442,010,652
----------------------------------------------------------------
The scheduled principal repayments as of September 30, 2002 are as follows:
2002 $7,477,102 2008 25,046,177
2003 77,377,288 2009 25,783,926
2004 120,641,125
2005 96,693,037
2006 80,850,184
2007 8,141,813
4) Transactions with an affiliated company
During the three month ended September 30, 2002 and September 30, 2001, the
Company earned interest from NB Finance, Ltd. on the promissory notes in
the amount of $9,354,497 and $10,670,556, respectively (see Note 3).
The amount of $6,987,849 due from an affiliated company as of September 30,
2002 and $12,132,195 as of December 31, 2001 represent interest and
principal repayments due on the promissory notes.
5) Transactions with the parent company
The Company entered into agreements with National Bank of Canada in
relation to the administration of the Company's operations. The agreements
are as follows:
Advisory agreement
In exchange for a fee equal to $30,000 per year ($25,000 in 2001, the Board
approving the increase from $25,000 to $30,000 on October 31, 2001),
payable in equal quarterly installments, National Bank of Canada will
furnish advice and recommendations with respect to all aspects of the
business and affairs of the Company. During the three-month periods ended
September 30, 2002 and September 30, 2001, fees of $7,500 and $6,250,
respectively were charged to the Company.
8
NB CAPITAL CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2002
(unaudited)
(in U.S. dollars)
5) Transactions with the parent company (continued)
Servicing agreement
National Bank of Canada will service and administer the promissory notes
and the collateralized mortgage loans and will perform all necessary
operations in connection with such servicing and administration.
The fee will equal to one-twelfth (1/12) of 0.25% per annum of the
aggregate outstanding balance of the collateralized mortgage loans as of
the last day of each calendar month. For the three-month periods ended
September 30, 2002 and September 30, 2001, the average outstanding balance
of the collateralized mortgage loans were $562,007,364 and $550,462,170,
respectively. During the three-month periods ended September 30, 2002 and
September 30, 2001, fees of $340,388 and $332,692 respectively, were
charged to the Company.
Custodial agreement
National Bank of Canada will hold all documents relating to the
collateralized mortgage loans. During the three-month periods ended
September 30, 2002 and September 30, 2001, no fee was charged to the
Company.
6) Stockholders' equity
Common stock
The Company is authorized to issue up to 1,000 shares of $ 0.01 par value
common stock.
Preferred stock
The Company is authorized to issue up to 10,000,000 shares of $0.01 par
value preferred stock as follows:
o 300,000 shares authorized and issued as 8.35% Non-cumulative
Exchangeable Preferred Stock, Series A, non-voting, ranked senior to
the common stock and junior to the Adjustable Rate Cumulative Senior
Preferred Shares, with a liquidation value of $1,000 per share,
redeemable at the Company's option on or after September 3, 2007,
except upon the occurrence of certain changes in tax laws in the
United States of America and in Canada, on or after September 3, 2002.
o Each Series A share is exchangeable, upon the occurrence of certain
events, for one newly issue 8.45% Non-cumulative First Preferred
Share, Series Z, of National Bank of Canada.
o These Series A shares are traded in the form of Depositary Shares,
each representing a one-fortieth interest therein.
o 1,000 shares authorized and 110 shares issued as Adjustable Rate
Cumulative Senior Preferred Shares, non-voting, ranked senior to the
common stock and to the 8.35% Non-cumulative Exchangeable Preferred
Stock, Series A, with a liquidation value of $3,000 per share,
redeemable at the Company's option at any time and retractable at the
holder's option on December 30, 2007 and every ten-year anniversary
thereof.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
The Company's principal business objective is to acquire, hold, finance and
manage assets consisting of obligations secured by real property as well as
other qualifying REIT assets ("Mortgage Assets"). The Company has elected to be
taxed as a REIT under the Internal Revenue Code of 1986, as amended and,
accordingly, is generally not liable for United States federal income tax to the
extent that it distributes at least 90% of its taxable income, subject to
certain adjustments, to its stockholders.
Critical accounting policies
We believe that there are no critical accounting policies in connection with the
preparation of the financial statements of NB Capital Corporation.
Results of operations:
For the three-month periods ended September 30, 2002 and September 30, 2001, the
Company reported net income of $9,033,670 and $10,594,680, respectively.
Revenues, which were comprised entirely of interest income, were $9,436,670 and
$10,996,083 respectively, and expenses were $403,000 and $401,403, respectively.
Since the Company has elected to be taxed as a REIT, no income tax was recorded
during the period.
Ninety-nine percent of revenues for the three-month period ended September 30,
2002 and ninety-seven percent of revenues for the three-month period ended
September 30, 2001 were derived from the Mortgage Assets issued by NB Finance,
Ltd., an affiliated company ("NB Finance"). The Mortgage Assets issued by NB
Finance are collateralized by the "Mortgage Loans" that consist of fifty-one
pools of residential first mortgages insured by Canada Mortgage and Housing
Corporation and which are secured by real property located in Canada. The
balance of the revenues result from interest on cash equivalents.
Expenses for the three-month periods ended September 30, 2002 and 2001 totaled
$403,000 and $401,403, respectively, of which $347,888 and $338,942,
respectively, represent servicing and advisory fees paid to National Bank of
Canada, the Company's direct parent (the "Bank") pursuant to the Servicing
Agreement between the Bank and the Company (the "Servicing Agreement") and the
Advisory Agreement between the Bank and the Company (the"Advisory Agreement"),
whereby the Bank performs all necessary operations in connection with
administering the Mortgage Assets issued by NB Finance and the Mortgage Loans.
Legal and other professional fees include payment to the transfer agent, annual
fees to Securities Exchange Commission and other professional fees.
During the three-month period ended September 30, 2002, the Board of Directors
of the Company authorized dividends, in the aggregate, of $6,267,639,compared to
6,270,288 for the three-month period ended September 30, 2001, on its Preferred
Stock (i.e., Adjustable Rate Cumulative Senior Preferred Shares (the "Senior
Preferred Shares") and 8.35% Non-cumulative Exchangeable Preferred Stock, Series
A (the "Series A Preferred Shares") and, accordingly, the Depositary Shares).
Such dividends were paid on September 30, 2002.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS (continued)
Capital Resources and Liquidity:
The Company's revenues are derived from its Mortgage Assets. As of September 30,
2002, $442 million of Mortgage Assets issued by NB Finance were
over-collaterized by the C$844 million ($532 million) of Mortgage Loans. The
Company believes that the amounts generated from the payment of interest and
principal on such Mortgage Loans will provide more than sufficient funds to make
full payments with respect to the Mortgage Assets issued by NB Finance and that
such payments will provide the Company with sufficient funds to meet its
operating expenses and to pay quarterly dividends on the Senior Preferred Shares
and the Series A Preferred Shares and, accordingly, the Depositary Shares. To
the extent that the cash flow from its Mortgage Assets exceeds those amounts,
the Company will use the excess to fund the acquisition of additional Mortgage
Assets and make distributions on the Common Stock.
The Company does not require any capital resources for its operations and,
therefore, it is not expected to acquire any capital assets in the foreseeable
future.
As of September 30, 2002, the Company had cash equivalents of $41,086,459
representing 8,4% of total assets, compared to $53,765,605, representing 11.2%
of total assets, as of December 31, 2001. The decrease in liquidity is
attributable to investment in Mortgage Assets. It is expected that the Company
will invest in additional Mortgage Assets once cash resources exceed 20% of
total assets. While this continues to be the Company's investment policy, the
Company maintains flexibility in this regard. The liquidity level is sufficient
for the Company to pay fees and expenses pursuant to the Servicing Agreement and
the Advisory Agreement.
The Company's principal short-term and long-term liquidity needs are to pay
quarterly dividends on the Senior Preferred Shares and the Series A Preferred
Shares and, accordingly, the Depositary Shares, to pay fees and expenses of the
Bank pursuant to the Servicing Agreement and the Advisory Agreement, and to pay
franchise fees and expenses of advisors, if any.
The Company does not have any indebtedness (current or long-term), other
material capital expenditures, balloon payments or other payments due on other
long-term obligations. No negative covenants have been imposed on the Company.
11
Disclosure About Market Risk
Any market risk to which the Company would be exposed would result from
fluctuations in (a) interest rates and (b) currency exchange rates affecting the
interest payments received by the Company in respect of the Mortgage Assets
issued by NB Finance. Since the Mortgage Assets are significantly
overcollateralized by the Mortgage Loans, interest rate fluctuations should not
present significant market risk. The Company expects that the interest and
principal generated by the Mortgage Loans should enable full payment by NB
Finance of all of its obligations as they became due. Since the Mortgage Loans
are guaranteed by a fixed ratio of exchange, predetermined on the date of
purchase and applicable until the maturity of the Mortgage Loans pursuant to the
Mortgage Loan Assignment Agreement, fluctuations in currency exchange rates
should not present significant market risk.
12
PART II. OTHER INFORMATION
--------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit No. Description
11 Computation of Earnings Per Share
99.1 Certification of Serge Lacroix, Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Jean Dagenais, Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
Reports on Form 8-K were filed during the quarter for which this report is
filed.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
NB CAPITAL CORPORATION
Date: November 15, 2002 /s/ DONNA GORAL
----------------
Donna Goral
Director
14
Section 302 Certification
-------------------------
I, SERGE LACROIX, certify that:
1. I have reviewed this quarterly report on Form 10-Q of NB Capital Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
15
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 15, 2002
/s/ SERGE LACROIX
-----------------
Serge Lacroix
Chief Executive Officer
16
Section 302 Certification
-------------------------
I, JEAN DAGENAIS, certify that:
1. I have reviewed this quarterly report on Form 10-Q of NB Capital Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
17
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 15, 2002
/s/ JEAN DAGENAIS
-----------------
Jean Dagenais
Chief Financial Officer
18