10-Q 1 qpc10q_2q2004.htm 10Q Questar Pipeline Company - 10Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q




[X]

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004.

 

OR

[   ]

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______.

 

Commission File Number 0-14147

 

QUESTAR PIPELINE COMPANY

(Exact name of registrant as specified in its charter)

 

State of Utah
(State or other jurisdiction of
incorporation or organization)

 

87-0307414
(IRS Employer Identification Number)

 

 

  
 

P.O. Box 45360
180 East 100 South
Salt Lake City, Utah
(Address of principal executive offices)

 

84145-0360
(Zip code)


(801) 324-2400
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes   [X]

 

No   [  ]


Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)


Yes   [  ]

 

No   [X]


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class

 

Outstanding as of July 31, 2004

Common Stock, $1.00 par value

 

6,550,843 shares

 

Registrant meets the conditions set forth in General Instruction H(a)(1) and (b) of Form 10-Q and is filing this Form 10-Q with the reduced disclosure format.


Questar Pipeline Company

Form 10-Q for the Quarterly Period Ended June 30, 2004


TABLE OF CONTENTS



Page



PART I.

FINANCIAL INFORMATION


Item 1.

Financial Statements


Consolidated Statements of Income


Condensed Consolidated Balance Sheets


Condensed Consolidated Statements of Cash Flows


Notes Accompanying Consolidated Financial Statements


Item 2.

Management’s Discussion and Analysis of

   Financial Condition and Results of Operations


Item 4.

Controls and Procedures


PART II.

OTHER INFORMATION


Item 5.

Other Information


Item 6.

Exhibits and Reports on Form 8-K


Signatures


FORWARD-LOOKING STATEMENTS


This report includes “forward-looking statements” within the meaning of Section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.  In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “believe,” “forecast,” or “continue” or the negative thereof or variations thereon or similar terminology. Although these statements are made in good faith and are reasonable representations of Questar Pipeline Company (“Questar Pipeline” or “the Company”) expected performance at the time, actual results may vary from management's stated expectations and projections due to a variety of factors.


Important assumptions and other significant factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include: changes in general economic conditions; changes in gas and oil prices and estimated quantities of gas and oil reserves; changes in rate-regulatory policies; availability of gas and oil properties for sale or exploration and land-access issues; creditworthiness of counterparties; rate of inflation and interest rates; assumptions used in business combinations; weather and natural disasters; the effect of environmental and other regulation; effects of endangered or threatened species regulations; changes in customers' credit ratings; competition from other forms of energy, other pipelines and storage facilities; the effect of accounting policies issued periodically by accounting standard-setting bodies; terrorist attacks or acts of war; changes in the business or financial condition of the Company; and changes in credit ratings for Questar Pipeline.


PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

QUESTAR PIPELINE COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


 

3 Months Ended

6 Months Ended

12 Months Ended

 

June 30,

June 30,

June 30,

 

2004

2003

2004

2003

2004

2003

 

(in thousands)

       

REVENUES

$  39,663

$   38,811

$79,969

$   77,286

$159,521

$  153,440

       

OPERATING EXPENSES

      

  Operating and maintenance

13,964

13,219

27,322

25,844

54,727

51,057

  Depreciation

6,953

6,624

13,917

12,706

27,352

25,199

  Other taxes

1,695

1,678

3,392

3,161

6,583

6,132

       

    TOTAL OPERATING EXPENSES

22,612

21,521

44,631

41,711

88,662

82,388

       

    OPERATING INCOME

17,051

17,290

35,338

35,575

70,859

71,052

       

Interest and other income (expense)

60

108

96

224

(554)

(1,496)

       

Earnings from operations of

      

  unconsolidated affiliates

    

 

5,139

       

DEBT EXPENSE

(5,555)

(5,674)

(11,152)

(11,386)

(22,388)

(23,750)

       

  INCOME BEFORE INCOME TAXES

  

 

   

     AND CUMULATIVE EFFECT

11,556

11,724

24,282

24,413

47,917

50,945

       

Income taxes

4,324

4,382

8,937

9,018

17,665

18,228

INCOME BEFORE CUMULATIVE

      

     EFFECT

7,232

7,342

15,345

15,395

30,252

32,717

Cumulative effect of accounting change

      

for asset retirement obligations, net of

      

income taxes of $78

   

(133)

 

(133)

         NET INCOME

$   7,232 

$    7,342

$15,345

$  15,262

$30,252

$  32,584

       

See notes accompanying consolidated financial statements


QUESTAR PIPELINE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

 
 

June 30,

December 31,

 

2004

2003

2003

 

(Unaudited)

 
 

(in thousands)

ASSETS

   

Current assets

   

  Cash and cash equivalents

$   1,248

$    4,411

$     2,951

  Accounts receivable

8,402

8,220

11,382

  Materials and supplies, at lower

   

       of average cost or market

2,685

4,050

2,395

  Prepaid expenses and other

1,278

1,213

3,327

    Total current assets

13,613

17,894

20,055

    

Property, plant and equipment

1,040,990

1,027,812

1,034,958

Less accumulated depreciation and

 

  

    amortization

346,363

325,873

336,206

    Net property, plant and equipment

694,627

701,939

698,752

    

Regulatory and other assets

29,676

27,517

31,338

Goodwill

4,185

4,058

4,185

    
 

$  742,101

$  751,408

$  754,330

    

LIABILITIES AND SHAREHOLDER'S EQUITY

   

Current liabilities

   

  Notes payable to Questar

$  25,500

$60,300

$  49,500

  Accounts payable and accrued expenses

13,200

10,966

11,346

    Total current liabilities

38,700

71,266

60,846

    

Long-term debt

310,087

310,068

310,077

Deferred income taxes

113,620

101,476

107,929

Other long-term liabilities

17,945

13,664

16,824

    

Common shareholder's equity

   

  Common stock

6,551

6,551

6,551

  Additional paid-in capital

142,034

142,034

142,034

  Retained earnings

113,164

106,912

110,069

    Total common shareholder's equity

261,749

255,497

258,654

    
 

$  742,101

$  751,408

$  754,330

   

See notes accompanying consolidated financial statements

 


QUESTAR PIPELINE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 
 

6 Months Ended

 
 

June 30,

 
 

2004

2003

 
 

(in thousands)

 

OPERATING ACTIVITIES

   

  Net income

$  15,345

$    15,262

 

   Adjustments to reconcile net income to net

      cash provided from operating activities:

   

        Depreciation

14,491

13,322

 

        Deferred income taxes

5,690

5,634

 

        Gain from asset sales

(11)

(182)

 

        Cumulative effect of accounting change

 

133

 
 

35,515

34,169

 

  Change in operating assets and liabilities

9,373

2,973

 

        NET CASH PROVIDED FROM OPERATING

   

          ACTIVITIES

44,888

37,142

 
    

INVESTING ACTIVITIES

   

    Purchase of property, plant

      and equipment

   

(9,894)

(8,948)

 

    Cost of disposition of property,

   

      plant and equipment

(447)

(1,686)

 

      NET CASH USED IN INVESTING

   

          ACTIVITIES

(10,341)

(10,634)

 
    

FINANCING ACTIVITIES

   

  Decrease in notes payable to Questar

(24,000)

(14,500)

 

  Dividends paid

(12,250)

(11,750)

 

      NET CASH USED IN FINANCING

   

        ACTIVITIES

(36,250)

(26,250)

 
    

Decrease in cash and cash equivalents

(1,703)

258

 

Beginning cash and cash equivalents

2,951

4,153

 

Ending cash and cash equivalents

$   1,248

$     4,411

 
    

See notes accompanying consolidated financial statements

   


QUESTAR PIPELINE COMPANY

NOTE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Unaudited)


Note 1 – Basis of Presentation of Interim Financial Statements


Questar Pipeline’s interim consolidated financial statements, with the exception of the condensed consolidated balance sheet at December 31, 2003, have not been audited by independent public accountants. The interim financial statements reflect all normal, recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods presented. The preparation of financial statements in conformity with accounting principles generally accepted (“GAAP”) in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent liabilities reported in the financial statements and accompanying notes. Actual results could differ from estimates. All significant intercompany accounts and transactions were eliminated in consolidation.


The results of operations for the three-, six- and twelve-month periods ended June 30, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The straight fixed-variable rate design, which allows for recovery of substantially all fixed costs in demand or reservation charges, reduces the earnings impact of weather conditions on gas transportation and storage operations. Interim financial statements do not include all of the information and notes required by GAAP for audited annual financial statements. For further information please refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.


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

June 30, 2004

(Unaudited)


Results of Operations


Questar Pipeline – a wholly-owned subsidiary of Questar Corporation (“Questar”) – provides Federal Energy Regulatory Commission (“FERC”) regulated interstate natural gas transmission and storage, and non-jurisdictional processing and gathering services. Following is a summary of financial results and operating information.


 

3 Months Ended

6 Months Ended

12 Months Ended

 

June 30,

June 30,

June 30,

 

2004

2003

2004

2003

2004

2003

FINANCIAL RESULTS – (in thousands)

      

Revenues

      

    From unaffiliated customers

$17,869

$19,504

$35,882

$37,640

$  73,223

$  77,075

    From affiliates

21,794

19,307

44,087

39,646

86,298

76,365

       Total revenues

$39,663

$38,811

$79,969

$77,286

$159,521

$153,440

Operating income

$17,051

$17,290

$35,338

$35,575

$  70,859

$  71,052

    Income before cumulative effect

$  7,232

$  7,342

$15,345

$15,395

$  30,252

$  32,717

    Cumulative effect of accounting change

 

   

 

(133)

 

(133)

Net income

$  7,232

$  7,342

$15,345

$15,262

$  30,252

$  32,584

       

OPERATING STATISTICS

      

Natural gas transportation volumes

    (in Mdth)

      

    For unaffiliated customers

55,250

61,880

108,984

127,396

233,253

264,227

    For Questar Gas

22,592

26,188

72,468

65,720

112,468

100,145

    For other affiliated customers

5,208

5,526

9,468

9,203

26,489

13,992

      Total transportation

83,050

93,594

190,920

202,319

372,210

378,364

       

    Transportation revenue (per dth)

$0.32

 $0.27

$0.28

 $0.25

$0.28

 $0.27


Questar Pipeline’s net income was $7.2 million in the second quarter of 2004 and $15.3 million in the first half of 2004 compared with $7.3 million in the second quarter of 2003 and $15.3 million in the first half of 2003.  The 2004 results reflect new firm transmission contracts and higher liquid revenues offset by higher operating costs.


Natural gas transmission and storage revenues grew 2% in the second quarter of 2004, 3% in the first half of 2004, and 4% in the 12 months ended June 30, 2004 compared with the year-earlier periods. Following is a summary of major changes in Questar Pipeline’s revenues for the second quarter, first half and 12 months ended June 30, 2004 compared with the same periods of 2003.



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Revenue Variance Analysis

 

3 Months Ended

June 30, 2004

6 Months Ended

June 30, 2004

12 Months Ended June 30, 2004

 

(in thousands)

    

New transportation contracts

$1,542

$3,136

$5,769  

Expiration of prior transportation contracts

(390)

(585)

(834)

Change in gas-processing revenues

81

226

1,509

Other

(381)

(94)

(363)

        Increase

$852

$2,683

$6,081


Questar Pipeline has expanded its transportation system in response to growing regional natural gas production and transportation demand. Questar Pipeline added new transportation contracts in 2003 for deliveries to the Kern River Pipeline at Roberson Creek and for increased deliveries to Questar Gas customers in northern Utah.


Questar Pipeline’s existing transportation system is nearly fully subscribed. As of June 30, 2004, Questar Pipeline had firm-transportation contracts of 1,643 Mdth per day compared with 1,655 Mdth per day as of December 31, 2003 and 1,624 Mdth per day as of June 30, 2003. The amounts include 80 Mdth per day capacity on the eastern segment of Southern Trails.  Questar Pipeline’s firm transportation contracts had a weighted average remaining life of 9.4 years as of June 30, 2004.


Questar Gas is Questar Pipeline’s largest transportation customer with contracts for 951 Mdth per day, including 50 Mdth per day for winter-peaking service. The majority of Questar Gas’s transportation contracts extend to 2017.


Questar Pipeline’s primary storage facility is Clay Basin in eastern Utah. This facility is 100% subscribed under long-term contracts. In addition to Clay Basin Questar Pipeline also owns and operates three smaller aquifer gas storage facilities.  Questar Pipeline’s firm storage contracts had a weighted average remaining life of 7.7 years as of June 30, 2004.


Questar Gas has contracted for 62% of firm-storage capacity at Clay Basin for terms extending from four to 15 years and 100% of the firm-storage capacity at the aquifer facilities for terms extending for 15 years.


Questar Pipeline is investigating a potential discrepancy of up to 11 bcf between the book volume of cushion gas at Clay Basin and indicated volumes of cushion gas in the storage reservoir based on pressure survey data obtained in recent field tests. The current book volume of the cushion gas is 61.5 bcf with a book value of $99.7 million. The cause and significance of this discrepancy is at this point unknown. Possible explanations include errors in measurement, leaks in the storage reservoir or in wells that permit migration of gas outside of the reservoir, or physical changes in the character of the storage reservoir. Initial reviews of accounting and measurement data confirm the book volume. Technical analysis to date has not revealed any leaks or gas migration. Additional tests and analysis, and reservoir modeling are underway to identify the cause or explain the disparity. Questar Pipeline at this time does not know if the volume of gas actually in the reservoir is less than book volume. Questar Pipeline will not know the financial impact, if any, until the cause of the disparity is determined, but will continue to meet its service obligations to Clay Basin storage customers.


If Questar Pipeline determines that the discrepancy is due to changes in the physical conditions in the storage reservoir and not of loss of cushion gas, then the financial impact may be any additional investment in cushion gas to meet service obligations. In this case Questar Pipeline may have additional storage capacity available for sale to customers. If the discrepancy is due to lost-and-unaccounted-for-gas in the measurement process, then Questar Pipeline would expense the cost of any replacement cushion gas. Questar Pipeline could file with the FERC to recover some or all of this replacement cushion gas.


Questar Pipeline charges FERC approved transportation and storage rates that are based on straight-fixed-variable rate design. Under this rate design all fixed costs of providing service including depreciation and return on investment are recovered through the demand charge. About 95% of QPC costs are fixed and recovered through these demand charges.  Questar Pipeline’s earnings are driven primarily by demand revenues from firm shippers.  Operating costs that vary based on throughput are recovered through volumetric charges. Since demand charges are based on contract levels and volumetric charges are about 5%, period-to-period changes in firm-transportation volumes do not have a significant impact on earnings.


During first quarter 2004 Questar Pipeline obtained long-term contracts to support a $54 million expansion of its central Utah transmission system. The expansion will add 102 Mdth per day of capacity from the Piceance and Uinta basins to the Kern River pipeline, a power-generation facility, and Questar Gas’s distribution system. Questar Pipeline will start construction in the summer of 2005 for a late-2005 in-service date.  Annual revenues from this expansion will be about $9.7 million.


About 10 Mdth per day of this capacity is the result of reconfiguring existing compression. One of the customers is willing to use this service as soon as it is available. FERC approval to reconfigure the compression has been granted and service is expected to start by year-end 2004.


Questar Pipeline also obtained a long-term contract supporting a $15 million extension from the west end of its Mainline 104 near Goshen, Utah to a new power plant being built near Mona, Utah. This 190 Mdth line is scheduled to be in-service by the end of 2004.  Annual revenues from this extension will be about $2.5 million.


Questar Transportation Services, a subsidiary of Questar Pipeline, owns non-jurisdictional gathering lines and a processing plant near Price, Utah.  The plant was built in 1999 to process gas on behalf of Questar Gas. Questar Gas has contracted for 100% of the plant’s firm capacity and pays the cost of service for operating the plant.


Operating and maintenance expenses increased 6% in the second quarter of 2004, 6% in the first half of 2004 and 7% in the 12 months ended June 30, 2004 over the corresponding 2003 periods. The increases for all periods presented were primarily for processing plant fuel gas, employee benefits, insurance and maintenance.  Operating and maintenance expenses per dth transported were $0.143 in the first half of 2004 compared with $0.128 in the first half of 2003.


Depreciation and property-tax expense increased in the 2004 periods, reflecting increased pipeline investment.


The western segment of the Southern Trails Pipeline, which runs from the California-Arizona border to Long Beach, California, is currently not in service. Questar Pipeline is actively seeking customers willing to enter into long-term gas transportation contracts necessary to place the pipeline into service. The Company is also discussing the sale of the pipeline to the Los Angeles Department of Water and Power. Questar Pipeline's investment in the western segment is approximately $51 million.


Accounting change

On January 1, 2003 the Company adopted a new accounting standard, SFAS 143, “Accounting for Asset Retirement Obligations” and recorded a cumulative effect that reduced net income by $133,000.


Liquidity and Capital Resources


Operating Activities

Net cash provided from operating activities increased 21% in 2004 compared with 2003 due to changes in operating assets and liabilities.


Investing Activities

Capital expenditures increased 11% in 2004. Questar Pipeline expects capital expenditures of $45.4 million in 2004.


Financing Activities

Net cash flow provided from operating activities was more than sufficient to fund capital expenditures and pay dividends in the first half of 2004. The excess cash flow was used to repay debt. As a result total debt was 56% of total capital at June 30, 2004. The Company expects capital expenditures for 2004 will be funded from cash flow from operations.


Item 4. Controls and Procedures


(a)  Evaluation of Disclosure Controls and Procedures.  The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”).  Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company, including consolidated subsidiaries, required to be included in the Company's reports filed or submitted under the Exchange Act.


(b)  Changes in Internal Controls.  Since the Evaluation Date, there have not been any significant changes in the Company's internal controls or in other factors that could significantly affect such controls.


Part II

OTHER INFORMATION


Item 5.  Other Information.


On May 18, 2004, Martin H. Craven, age 52, was elected to serve as the Company’s Treasurer, replacing S. E. Parks.  Mr. Parks will continue to serve as the Chief Financial Officer for Questar Pipeline.  Mr. Craven also serves as Treasurer of Questar Corporation and all affiliates.  


Item 6.  Exhibits and Reports on Form 8-K.


a.

The following exhibits are filed as part of this report:


Exhibit No.

Exhibit


31.1.

Certification signed by Alan K. Allred, Questar Pipeline's Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2.

Certification signed by S. E. Parks, Questar Pipeline's Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


b.

Questar Pipeline did not file a Current Report on Form 8-K during the second quarter of 2004.


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.


QUESTAR PIPELINE COMPANY

(Registrant)




August 12, 2004

/s/A. K. Allred___________________________

Date

Alan K. Allred

President and Chief Executive Officer




August 12, 2004

/s/S. E. Parks_________________________

Date

S. E. Parks

Vice President and Chief Financial Officer


Exhibits List


Exhibit No.

Exhibit


31.1

Certification signed by Alan K. Allred, the Questar Pipeline's Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2

Certification signed by S. E. Parks, Questar Pipeline's Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


Exhibit No. 31.1.



CERTIFICATION


I, Alan K. Allred, certify that:


1.

I have reviewed this quarterly report on Form 10-Q of Questar Pipeline Company.


2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.


3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.


4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;


b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and


c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);


a)

all significant deficiencies in the design or operation of internal controls that could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and


b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls;


6.

The registrant's other certifying officer 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.


August 12, 2004__________

/s/Alan K. Allred_________________________

Date

Alan K. Allred

President and Chief Executive Officer


Exhibit No. 31.2.



CERTIFICATION


I, S. E. Parks, certify that:


1.

I have reviewed this quarterly report on Form 10-Q of Questar Pipeline Company.


2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.


3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.


4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;


b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and


c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);


a)

all significant deficiencies in the design or operation of internal controls that could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and


b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls;


6.

The registrant's other certifying officer 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.


August 12, 2004

/s/S. E. Parks_________________________

Date

S. E. Parks

Vice President and Chief Financial Officer


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