SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the three month period ended September 30, 2002.

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-11685

RADYNE COMSTREAM INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

11-2569467
(IRS EMPLOYER IDENTIFICATION NO.)

3138 East Elwood Street, Phoenix, AZ 85034
(Address of principal executive offices)

602-437-9620
(Registrant’s Telephone number)

Indicate by check mark whether the registrant (1) 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 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

         The registrant had 15,234,693 shares of its common stock, par value $.001, outstanding as of October 31, 2002.

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EXPLANATORY NOTE

      This Form 10-Q/A is being filed as Amendment No. 1 to the Form 10-Q of Radyne ComStream Inc. (“Radyne ComStream”) filed with the Securities and Exchange Commission on November 14, 2002 (“Form 10-Q”) for the purpose of amending the disclosure with respect to Radyne ComStream’s line of credit set forth in the Liquidity and Capital Resources Section of Item 2 of Part I, Management’s Discussion and Analysis of Financial Condition and Results of Operations. There are no other changes to the Form 10-Q.

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PART I-FINANCIAL INFORMATION

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

         This information should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2001 contained in the Company’s 2001 Annual Report on Form 10-K.

         Except for the historical information contained herein, the following discussion includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”) and Radyne ComStream claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in the following discussion include, but are not limited to, (i) the anticipated reversal of declining bookings, (ii) continuing market share gains, (iii) anticipated increases in the levels of business, (iv) expansion of current product lines to address new markets and customer requirements, (v) anticipated increases in sales volume resulting in corresponding decreases in inventory, (vi) the expectation that the company will be successful in renegotiating its bank line of credit and regain compliance with the applicable covenants; and (vii) the belief that existing cash and cash from operations will be sufficient to meet future operational needs and capital requirements.

         Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors that could affect our results and cause them to materially differ from those contained in the forward-looking statements include:

• loss of, and failure to replace, any significant customers;

• timing and success of new product introductions;

• product developments, introductions and pricing of competitors;

• timing of substantial customer orders;

• availability of qualified personnel;

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• the impact of local political and economic conditions and foreign exchange fluctuations on international sales;

• performance of suppliers and subcontractors;

• decreasing or stagnant market demand and industry and general economic or business conditions;

• availability, cost and terms of capital;

• our level of success in effectuating our strategic plan;

• our ability to successfully integrate acquisitions;

• adequacy of our inventory, receivables and other reserves;

• other factors to which this report refers or to which our 2001 Annual Report on Form 10-K refers.

• other factors that the Company is currently unable to identify or quantify, but may arise or become known in the future.

         In addition, the foregoing factors may affect generally our business, results of operations and financial position.

         Forward-looking statements speak only as of the date the statement was made. Radyne ComStream does not undertake and specifically declines any obligation to update any forward-looking statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, warranty obligations, and contingencies based upon historical experience and various other assumptions, factors, and circumstances. We believe that our estimates and assumptions are reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and future conditions.

         We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

• Revenue Recognition. We recognize revenues for orders of products to be shipped as we ship the products and transfer ownership to our customers. We maintain allowances for sales returns.

• Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

• Long-Lived Assets. We estimate the useful lives of our property and equipment, goodwill and other identifiable intangibles. We may experience losses if these assets suffered impairment due to the useful lives ultimately being shorter than they were originally estimated or if the carrying value of the long-lived assets are not recoverable from our operations.

• Warranties. We provide for the estimated cost of product warranties at the time revenue is recognized. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our vendors, our warranty obligation is affected by product failure rates and material usage and service delivery costs incurred in correcting any product failures. Should actual product failure rates, material usage or service delivery costs differ from our estimates, revisions to the estimated warranty liability would be required.

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• Inventories. We write down our inventory for estimated obsolescence or the inability to market its inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

• Deferred Taxes. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.

• Restructuring Charges. The Company records accruals for the estimated future cash expenditures required from restructuring its business. The accruals include estimates of future rent payments and other settlements until the obligation is canceled. Should actual cash expenditures differ from the Company’s estimates, revisions to the estimated restructuring liability would be required.

Results of Operations

         Results of operations for the three-month period ended September 30, 2002 compared to the three-month period ended September 30, 2001, were as follows:

         During the period ended September 30, 2002, management determined that certain assets of the Company were non-performing or under-performing and formulated a plan to reduce costs associated with the production of the products related to these assets. We expensed a total of $2.5 million in the period related to the plan as follows:

• we laid off 19 employees for which we provided severance costs of $170,000;

• we abandoned approximately 29,000 square feet of leasehold space for which we provided $930,000 for future rent expense and for abandoned leasehold improvements; and

• we wrote off the value of unamortized purchased technology, which amounted to $995,000 and the unrealizable value of the inventory related to the products, which amounted to $431,000.

These amounts will be reflected in their respective expense categories below.

         Net sales decreased 24% to $12.8 million during the three-month period ended September 30, 2002 from $17 million during the three-month period ended September 30, 2001 due to several factors. As a result of the prolonged downturn in market conditions in the telecommunications industry, we experienced a decline in bookings and sales during the current quarter and year to date periods compared to the same time frames in 2001. While we anticipate that this trend will reverse when market conditions improve, we cannot guarantee that these conditions will turn around anytime soon, if at all. We have realized success in introducing our new product lines into the market. However, due to the continuing market downturn, sales of these products have been lower than expected. We expect sales on our new product lines to generate a significant portion of our revenue when and if market conditions improve.

         Cost of sales as a percentage of net sales increased to 69% during the three-month period ended September 30, 2002 compared to 58% for the three-month period ended September 30, 2001. The higher costs in the current period include the write-off of $431,000 (3.4% of sales) of inventory related to restructuring our operations as explained above. Additionally, we experienced higher unabsorbed overhead of approximately $600,000 (5% of sales) due to slower than anticipated sales resulting from the economic slowdown. The remaining differences are due to the mix of products sold during the period.

         Selling, general and administrative costs decreased to $2.9 million (22% of sales) during the three-month period ended September 30, 2002 from $3.8 million (23% of sales) during the three-month period ended September 30, 2001. This reduction was primarily due to the reductions in personnel during the year to date period, as offset by the costs experienced in moving the operations of the Tiernan Radyne ComStream Inc. entity into the ComStream facilities in the year earlier period. We are continually evaluating alternatives to reduce our selling, general, and administrative costs. We intend to aggressively focus on our selling, general, and administrative costs for the duration of the economic downturn in our industry and, where appropriate in the view of management, make changes to reduce these costs.

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         Research and development expenditures decreased 29% to $1.9 million (15% of sales) during the three-month period ended September 30, 2002 from $2.8 million (16.3% of sales) during the three-month period ended September 30, 2001. The decrease was primarily due to a reduction in our engineering staff during the first seven months of this year. We intend to continue exploring alternatives to reduce our research and development expenditures. However, these expenditures may fluctuate from period to period depending on the staging of on-going projects. In future periods, we anticipate research and development expenditures may increase as we expand our product lines to address new markets and customer requirements.

         Asset impairment costs during the period are related to the restructuring plan as explained above. Specifically, the unamortized portion of the technology asset acquired from ComStream of $995,000 was impaired as a result of the implementation of the restructuring plan that we developed during the period. This asset was being amortized over 6.25 years at the rate of $100,000 each quarter. Since there is no realizable future cash flows related to the products represented by the purchased technology asset, we have written off the value of the asset in the current period.

         Restructuring charges, not otherwise identified in costs of sales, were approximately $170,000 related to severance costs for the reduction in force of 19 employees during the quarter, and approximately $930,000 related to costs for the abandonment of leasehold space at our San Diego operations facility.

         Interest expense remained flat year over year at $13,000 in the three-month period ended September 30, 2002 from $12,000 in the three-month period ended September 30, 2001. The small change is due to the varied rates we pay on capitalized lease obligations.

         Other income decreased to $57,000 in the three-month period ended September 30, 2002 from $93,000 during the three-month period ended September 30, 2001 primarily due to a decrease in interest income due to reduced rates on our short-term investments.

         We made no provision for income taxes in the current period due to losses experienced in the current period compared with a provision of $267,000 during the same period last year. Management continues to evaluate the recoverability of the deferred tax assets in light of future earnings projections.

         Because of the factors discussed above, we experienced a net loss of ($2.9 million) (($0.19) per diluted common share) during the current quarter compared to net income of $428,000 ($0.03 per diluted common share) during the three-month period ended September 30, 2001.

         New-orders-booked (Bookings) decreased to $14 million for the three-month period ended September 30, 2002 from $17.7 million during the three-month period ended September 30, 2001. The decrease was due to the current market conditions as discussed above. However, since the first quarter of 2002, bookings have slowly increased sequentially and this has resulted in a Book-to-Bill ratio during the current quarter of 1.1:1, which is the highest level since the first quarter of 2000 (10 consecutive quarterly periods).

         Backlog (the level of unfilled-orders-to-ship) decreased to $11.1 million at September 30, 2002 from $14 million at September 30, 2001 and increased from $9.9 million at June 30, 2002 as a result of lower booking levels including the cancellation of approximately $1 million in orders during the first nine months of this year.

         Results of operations for the nine-month period ended September 30, 2002 compared to the nine-month period ended September 30, 2001, were as follows:

         During the period ended September 30, 2002, management determined that certain assets of the Company were non-performing or under-performing and formulated a plan to reduce costs associated with the production of the products related to these assets. We expensed a total of $2.5 million in the period related to the plan as follows:

• we laid off 19 employees for which we provided severance costs of $170,000;

• we abandoned approximately 29,000 square feet of leasehold space for which we provided $930,000 for future rent expense and for abandoned leasehold improvements; and

• we wrote off the value of unamortized purchased technology, which amounted to $995,000 and the unrealizable value of the inventory related to the products, which amounted to $431,000.

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These amounts will be reflected in their respective expense categories below.

         Net sales decreased 11% to $43.9 million during the nine-month period ended September 30, 2002 from $49.4 million during the nine-month period ended September 30, 2001 due to several factors. As a result of the prolonged downturn in market conditions in the telecommunications industry and offset by an additional $2.6 million of sales as a result of the Tiernan purchase, we experienced a decline in bookings and sales during the current period compared to the first nine-months of 2001. While we anticipate that this trend will reverse when market conditions improve, we cannot guarantee that these conditions will turn around anytime soon, if at all. We have realized success in introducing our new product lines into the market. However, due to the continuing market downturn, sales of these products were lower than expected. We expect sales on our new product lines to generate a significant portion of our revenue when and if market conditions improve.

         Cost of sales increased to $30.3 million (68% of sales) during the nine-month period ended September 30, 2002 compared to $27.9 million (56% of sales) during the nine-month period ended September 30, 2001. This increase consisted of $1.1 million (4% of sales) related to the write down of inventory from discontinued product lines, the write-off of $431,000 (1% of sales) of inventory related to restructuring our operations as explained above, $200,000 (1% of sales) related to excess and obsolete inventory as a result of the decrease in sales as discussed above and $650,000 (1% of sales) in unabsorbed overhead due to the reduced level of business. The balance of the variance from period to period is related to the mix of products sold.

         Selling, general and administrative costs decreased to $10 million (23% of sales) during the nine-month period ended September 30, 2002 from $11.4 million (23% of sales) during the nine-month period ended September 30, 2001. This reduction was primarily due to the reduction in personnel during the late part of the first quarter and to the excess costs experienced in the beginning of the prior year’s third quarter due to the addition of the operations of the Tiernan Radyne ComStream Inc. entity, prior to its consolidation with the ComStream facilities. We are continually evaluating alternatives to reduce our selling, general and administrative costs. We intend to aggressively focus on our selling, general and administrative costs for the duration of the economic downturn in our industry.

         Research and development expenditures decreased 15% to $6.8 million during the nine-month period ended September 30, 2002 from $7.9 million during the nine-month period ended September 30, 2001. The decrease was primarily due to a reduction in our engineering staff during the first quarter of this year. We intend to continue exploring alternatives to reduce research and development expenditures. These expenditures fluctuate from period to period depending on the staging of on-going projects. During the first quarter of 2002, we reduced the workforce in the research and development section due to the ongoing contraction of business in the telecommunications market sector.

         Asset impairment costs during the period are related to the restructuring plan as explained above. Specifically, the unamortized portion of the purchased technology asset of $995,000 was impaired as a result of the implementation of the restructuring plan that we developed during the period. This asset was being amortized over 6.25 years at the rate of $100,000 each quarter. Since there is no realizable future cash flows related to the products represented by the purchased technology asset, we have written off the value of the asset in the current period.

         Restructuring charges, not otherwise identified in costs of sales, were approximately $170,000 related to severance costs for the reduction in force of 19 employees during the quarter, and approximately $930,000 related to costs for the abandonment of leasehold space at our San Diego operations facility.

         Interest expense increased to $34,000 in the nine-month period ended September 30, 2002 from $32,000 in the nine-month period ended September 30, 2001.

         Other income (which includes interest income) decreased to $147,000 in the nine-month period ended September 30, 2002 from $457,000 during the nine-month period ended September 30, 2001, due mainly from a decrease in average cash balances and declining interest rates and by $185,000 of income from the sale of stock obtained from an insurance company during the previous year to date period.

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         The Company made no provision for income taxes in the current nine-month period compared with a provision of $759,000 during the same period last year due to the losses experienced in the current period. Management continues to evaluate the recoverability of the deferred tax assets in light of future earnings projections.

         Because of the factors discussed above, we experienced a net loss of ($5.1 million) (($0.33) per diluted common share) during the current nine-month period compared to net income of $1.6 million ($0.10 per diluted common share) during the nine-month period ended September 30, 2001.

         New-orders-booked (Bookings) decreased to $40 million for the nine-month period ended September 30, 2002 from $45.7 million during the nine-month period ended September 30, 2001. The decrease was due to the current market conditions as discussed above.

         Backlog (the level of unfilled-orders-to-ship) decreased to $11.1 million at September 30, 2002 from $14 million at September 30, 2001 and from $9.9 million at June 30, 2002 as a result of lower booking levels including the cancellation of approximately $1 million in orders during the first nine months of this year.

Liquidity and Capital Resources

         Working capital was $30.3 million at September 30, 2002, a decrease of $5.7 million (16%) from the $36.0 million in working capital at December 31, 2001. This decrease was primarily attributable to a decrease in current assets of approximately $7 million during the nine-month period ended September 30, 2002, offset by a decrease in current liabilities of approximately $1.3 million. The decrease in current assets was due to reduced accounts receivables (down 39%, or $5.7 million, from December 31, 2001), inventory levels (down 27%, or $4.9 million, from December 31, 2001), prepaid expenses (down 37%, or $292,000, from December 31, 2001) and a reclassification of deferred tax assets ($2.6 million) from current assets to long term-assets. The decrease in current liabilities was almost entirely made up of a reduction in accounts payable of $1.3 million. This reduction is due to fluctuations in the schedule of payments of trade payables and because of the slower pace that the company is receiving inventory as a result of the economic slow down (lower sales levels).

         Total cash increased by $6.5 million during the nine-month period ended September 31, 2002 compared to a reduction of cash of ($7.4 million) during the first nine months of 2001 due to the following factors:

• Net cash provided by operating activities was $7.5 million for the nine-month period ended September 30, 2002, as compared to cash used of ($2.1 million) by operating activities during the nine-month period ended September 30, 2001. This increase in cash from operations was primarily attributable to the reduction of accounts receivables in the amount of $5.7 million and inventories of $4.9 million. This was partially offset by the net loss of ($5.1 million) the company experienced, during the year-to-date period, and a reduction in accounts payables of $1.3 million. Other factors contributing to the increase in net cash included an increase in customer advances of approximately $45,000 during 2002 compared to a decrease of $496,000 during the same period in 2001.

• Cash used in investing activities was $1.6 million for the nine-month period ended September 30, 2002 compared to $6 million for the nine-month period ended September 30, 2001. The decrease of $4.5 million between the two periods was due to assets, net of cash, acquired from Tiernan in the prior period. During the current nine-month period ended September 30, 2002, we added property and equipment of $1.6 million as was the case during the nine-month period ended September 30, 2001.

• Net cash provided by financing activities was $690,000 and $669,000 for the nine months ended September 30, 2002 and September 30, 2001, respectively. The primary source of this cash was net proceeds from the exercise of stock options ($306,000 and $167,000) and common stock sold through the Employee Stock Purchase Plan ($446,000 and $513,000) during the nine months ended September 30, 2002 and 2001, respectively, offset by principal payments made on capital lease obligations of $58,000 and $12,000 for the period ended September 30, 2002 and 2001, respectively.

         As a result of the foregoing, our cash balances increased by $6.5 million during the nine-month period ended September 30, 2002 compared to a reduction of cash of ($7.4 million) during the first nine months of 2001.

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         We also have a committed line of credit with a bank in the amount of $10 million, for which there was no outstanding balance due as of September 30, 2002. However, as of September 30, 2002, we were in default of certain covenants related to profitability. The company and its lender are currently re-negotiating the terms of the credit facility, which management expects to result in an increase in the allowable capital expenditures from $1.5 million to $2.3 million; the deletion of a covenant regarding allowable ratio of EBITDA to interest expense; the addition of a new covenant that would set the applicable interest rate at LIBOR plus 2.5% in the event EBITDA is negative; a new covenant that net losses may not exceed $4 million through December 31, 2002, excluding the write-down of intangible assets related to FASB 142; a continuing covenant, beginning January 1, 2003, requiring profitability of not less than $1, measured on a quarterly basis; and the application of a 0.15% facility fee, which will result in an annual payment of $15,000, whether or not any amounts are actually drawn on the line of credit.

         We believe that cash and cash equivalents on hand, anticipated future cash receipts, and borrowings available under our credit facility will be sufficient to meet our obligations as they become due for the next twelve months. However, a decrease in our sales or demand for our products or services would likely adversely affect our working capital amounts. As part of our business strategy, we occasionally evaluate potential acquisitions of businesses, products and technologies. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses. These potential transactions may require substantial capital resources, which, in turn, may require us to seek additional debt or equity financing. There are no assurances that we will be able to consummate any of these transactions. For more detailed information, see our Risk Factors contained in Exhibit 99.1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

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PART II — OTHER INFORMATION

NO CHANGES

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this Amendment no. 1 to its Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 14, 2002		RADYNE COMSTREAM INC.
	By:	/s/ Garry D. Kline
		Garry D. Kline Vice President, Finance (Authorized Officer, Primary Financial Officer and Chief Accounting Officer)

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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Robert C. Fitting, certify that:

1.	I have reviewed this quarterly report on Form 10-Q Amendment 1 of Radyne ComStream Inc.;
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.	[Omitted]
4.	The Company’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 Company, 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 Company’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 Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of Company’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 Company’s ability to record, process, summarize and report financial data and have identified for the Company’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 Company’s internal controls; and
6.	The Company’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.

Date: November 14, 2002

/s/ Robert C. Fitting

Robert C. Fitting
Chief Executive Officer

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CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Garry D. Kline, certify that:

1.	I have reviewed this quarterly report on Form 10-Q Amendment 1 of Radyne ComStream Inc.;
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.	[OMITTED]
4.	The Company’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 Company, 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 Company’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 Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of Company’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 Company’s ability to record, process, summarize and report financial data and have identified for the Company’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 Company’s internal controls; and
6.	The Company’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.

Date: November 14, 2002

/s/ Garry D. Kline

Garry D. Kline
Chief Financial Officer

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