10QSB 1 fund4q32004.txt REPORT FOR THE NINE MONTHS ENDED 9/30/04 Form 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2004 |_| 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 000-21552 ATEL Cash Distribution Fund IV, L.P. (Exact name of registrant as specified in its charter) California 94-3145429 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 600 California Street, 6th Floor, San Francisco, California 94108-2733 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 989-8800 Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Limited Partnership Units Indicate by a 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 Act). Yes |_| No |X| State issuer's revenues for its most recent fiscal year: $1,130,938 The number of Limited Partnership Units outstanding as of September 30, 2004 was 7,487,350. DOCUMENTS INCORPORATED BY REFERENCE None 1 Index Part I. Financial Information Item 1. Financial Statements (Unaudited) Balance Sheet, September 30, 2004. Income Statements for the nine and three month periods ended September 30, 2004 and 2003. Statements of Changes in Partners' Capital for the year ended December 31, 2003 and for the nine month period ended September 30, 2004. Statements of Cash Flows for the nine and three month periods ended September 30, 2004 and 2003. Notes to Financial Statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited). ATEL CASH DISTRIBUTION FUND IV, L.P. BALANCE SHEET SEPTEMBER 30, 2004 (Unaudited) ASSETS Cash and cash equivalents $ 677,253 Accounts receivable, net of allowance for doubtful accounts of $2,383 42,006 Investments in leases 1,015,400 ----------------- Total assets $ 1,734,659 ================= LIABILITIES AND PARTNERS' CAPITAL Accounts payable: General Partner $ 17,875 Other 28,974 Unearned operating lease income 11,405 ----------------- Total liabilities 58,254 Partners' capital: General Partner 247,662 Limited Partners 1,428,743 ----------------- Total partners' capital 1,676,405 ----------------- Total liabilities and partners' capital $ 1,734,659 ================= See accompanying notes. 3 ATEL CASH DISTRIBUTION FUND IV, L.P. INCOME STATEMENTS NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited)
Nine Months Three Months Ended September 30, Ended September 30, 2004 2003 2004 2003 Revenues: Leasing activities: Direct financing leases $ 436,178 $ 562,847 $ 154,377 $ 178,399 Operating leases 89,621 331,117 34,889 92,398 Gain on sale of assets 57,593 69,404 30,876 10,832 Interest 3,218 6,889 1,431 2,096 Other 34,112 1,047 5 924 ----------------- ---------------- ---------------- ----------------- 620,722 971,304 221,578 284,649 ----------------- ---------------- ---------------- ----------------- Expenses: Cost reimbursements to General Partner 242,628 282,792 92,228 60,959 Recovery of provision for doubtful accounts (41,250) (24,000) - - Insurance 38,295 2,584 38,293 2,584 Professional fees 25,748 43,926 5,167 11,906 Depreciation of operating lease assets 16,383 210,545 3,330 63,051 Amortization of initial direct costs - 7,880 - 2,627 Other 51,836 67,718 13,710 29,573 ----------------- ---------------- ---------------- ----------------- 333,640 591,445 152,728 170,700 ----------------- ---------------- ---------------- ----------------- Net income $ 287,082 $ 379,859 $ 68,850 $ 113,949 ================= ================ ================ ================= Net income General Partner $ 2,871 $ 3,799 $ 689 $ 1,140 Limited Partners 284,211 376,060 68,161 112,809 ----------------- ---------------- ---------------- ----------------- $ 287,082 $ 379,859 $ 68,850 $ 113,949 ================= ================ ================ ================= Net income per Limited Partnership unit $0.04 $0.05 $0.01 $0.02 Weighted average number of units outstanding 7,487,350 7,487,350 7,487,350 7,487,350
See accompanying notes. 4 ATEL CASH DISTRIBUTION FUND IV, L.P. STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2003 AND FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004 (Unaudited)
Limited Partners General Units Amount Partner Total Balance December 31, 2002 7,487,350 $3,626,691 $241,456 $ 3,868,147 Distributions to Limited Partners - (1,687,504) - (1,687,504) Net income - 330,128 3,335 333,463 ----------------- ---------------- ---------------- ----------------- Balance December 31, 2003 7,487,350 2,269,315 244,791 2,514,106 Distributions to limited partners - (1,124,783) - (1,124,783) Net income - 284,211 2,871 287,082 ----------------- ---------------- ---------------- ----------------- Balance September 30, 2004 7,487,350 $1,428,743 $ 247,662 $ 1,676,405 ================= ================ ================ =================
See accompanying notes. 5 ATEL CASH DISTRIBUTION FUND IV, L.P. STATEMENTS OF CASH FLOWS NINE MONTH AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND 2003 (Unaudited)
Nine Months Three Months Ended September 30, Ended September 30, Operating activities: 2004 2003 2004 2003 Net income $ 287,082 $ 379,859 $ 68,850 $ 113,949 Adjustments to reconcile net income to net cash provided by operations: Gain on sale of assets (57,593) (69,404) (30,876) (10,832) Depreciation of operating lease assets 16,383 210,545 3,330 63,051 Recovery of provision for doubtful accounts (41,250) (24,000) - - Amortization of initial direct costs - 7,880 - 2,627 Changes in operating assets and liabilities: Accounts receivable 109,417 (89,757) 41,165 (97,373) Accounts payable, General Partner (22,325) - (5,742) - Accounts payable, other (31,128) (2,894) (8,233) 838 Unearned operating lease income (20,568) (57,989) 10,825 - ----------------- ---------------- ---------------- ----------------- Net cash provided by operating activities 240,018 354,240 79,319 72,260 ----------------- ---------------- ---------------- ----------------- Investing activities: Reduction in net investment in direct financing leases 144,868 114,694 (317) 47,261 Proceeds from sales of lease assets 114,080 117,983 41,442 19,404 ----------------- ---------------- ---------------- ----------------- Net cash provided by investing activities 258,948 232,677 41,125 66,665 ----------------- ---------------- ---------------- ----------------- Financing activities: Distributions to limited partners (1,124,783) (1,687,504) - - ----------------- ---------------- ---------------- ----------------- Net cash used in financing activities (1,124,783) (1,687,504) - - ----------------- ---------------- ---------------- ----------------- Net (decrease) increase in cash and cash equivalents (625,817) (1,100,587) 120,444 138,925 Cash and cash equivalents at beginning of period 1,303,070 2,200,154 556,809 960,642 ----------------- ---------------- ---------------- ----------------- Cash and cash equivalents at end of period $ 677,253 $1,099,567 $ 677,253 $ 1,099,567 ================= ================ ================ =================
See accompanying notes. 6 ATEL CASH DISTRIBUTION FUND IV, L.P. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Unaudited) 1. Summary of significant accounting policies: Basis of presentation: The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with instructions to Form 10-QSB and Article 10 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary to a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that effect reported amounts in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of the results for the year ending December 31, 2004. These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-KSB for the year ended December 31, 2003, filed with the Securities and Exchange Commission. 2. Organization and partnership matters: ATEL Cash Distribution Fund IV, L.P. (the Partnership), was formed under the laws of the state of California on September 19, 1991, for the purpose of acquiring equipment to engage in equipment leasing and sales activities. The Partnership may continue until December 31, 2021. Upon the sale of the minimum amount of Units of Limited Partnership interest (Units) of $1,200,000 and the receipt of the proceeds thereof on March 6, 1992, the Partnership commenced operations. The Partnership does not make a provision for income taxes since all income and losses will be allocated to the Partners for inclusion in their individual tax returns. ATEL Financial Services, LLC (AFS), an affiliated entity, acts as the General Partner of the Partnership. Certain prior year balances have been reclassified to conform to the current period presentation. The Partnership is in the final stage of its liquidation and is making distributions on an annual basis. 7 ATEL CASH DISTRIBUTION FUND IV, L.P. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Unaudited) 3. Investment in leases: The Partnership's investment in leases consists of the following:
Depreciation Expense or Amortization of Reclassi- December 31, Direct Financing fications and September 30, 2003 Leases Dispositions 2004 Net investment in direct financing leases $ 1,040,685 $ (144,868) $ (19,794) $ 876,023 Net investment in operating leases 192,453 (16,383) (36,693) 139,377 ----------------- ---------------- ---------------- ----------------- $ 1,233,138 $ (161,251) $ (56,487) $ 1,015,400 ================= ================ ================ =================
Net investment in operating leases: Property subject to operating leases consists of the following:
Reclassi- December 31, Depreciation fications and September 30, 2003 Expense Dispositions 2004 Transportation $ 1,466,842 $ - $ (360,453) $ 1,106,389 Manufacturing 457,670 - - 457,670 Construction 35,920 - - 35,920 ----------------- ---------------- ---------------- ----------------- 1,960,432 - (360,453) 1,599,979 Less accumulated depreciation (1,767,979) (16,383) 323,760 (1,460,602) ----------------- ---------------- ---------------- ----------------- $ 192,453 $ (16,383) $ (36,693) $ 139,377 ================= ================ ================ =================
Net investment in direct financing leases: As of September 30, 2004, net investment in direct financing leases consists of materials handling equipment and rail cars. The following lists the components of the Company's investment in direct financing leases as of September 30, 2004: Total minimum lease payments receivable $ 131,354 Estimated residual values of leased equipment (unguaranteed) 876,158 ----------- Investment in direct financing leases 1,007,512 Less unearned income (131,489) ----------- Net investment in direct financing leases $ 876,023 =========== At September 30, 2004, the aggregate amounts of future minimum lease payments are as follows:
Operating Direct Financing Leases Leases Total Three months ending December 31, 2004 $ - $ 71,353 $ 71,353 Year ending December 31, 2005 25,000 60,001 85,001 Year ending December 31, 2006 25,000 - 25,000 ---------------- ---------------- ----------------- $ 50,000 $ 131,354 $ 181,354 ================ ================ =================
All of the property on operating leases was acquired during 1992 through 1996. 8 ATEL CASH DISTRIBUTION FUND IV, L.P. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Unaudited) 4. Related party transactions: The terms of the Limited Partnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment acquisition, management and resale and for management of the Partnership. The Limited Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing services to the Partnership. Services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services where it is entitled to receive a separate fee as compensation for such services. Reimbursable costs incurred by AFS are allocated to the Partnership based upon an estimate of actual time incurred by employees working on Partnership business and an allocation of rent and other costs based on utilization studies. Substantially all employees of AFS record time incurred in performing services on behalf of all of the Partnerships serviced by AFS. AFS believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Partnership or (ii) the amount the Partnership would be required to pay independent parties for comparable services in the same geographic location and are reimbursable in accordance with the Limited Partnership Agreement. AFS is entitled to receive incentive management fees (computed as 5% of distributions of cash from operations, as defined in the Limited Partnership Agreement) and equipment management fees (computed as 5% of gross revenues from operating leases, as defined in the Limited Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Limited Partnership Agreement). During 2001, AFS decided to take no further fees from the Partnership. Such fees would otherwise have totaled approximately as follows: Nine Months Three Months Ended September 30, Ended September 30, 2004 2003 2004 2003 $ 14,459 $ 24,584 $ 5,205 $ 7,447 AFS and/or its affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows:
Nine Months Three Months Ended September 30, Ended September 30, 2004 2003 2004 2003 Cost reimbursements to AFS $ 242,628 $ 282,792 $ 92,228 $ 60,959 Reimbursements of other costs initially paid by AFS on behalf of the Partnership 80,570 95,768 52,282 32,329 -------------------- ----------------- ---------------- ---------------- $ 323,198 $ 378,560 $ 144,510 $ 93,288 ==================== ================= ================ ================
9 ATEL CASH DISTRIBUTION FUND IV, L.P. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Unaudited) 5. Partners' Capital: As of September 30, 2004, 7,487,350 Units ($74,873,500) were issued and outstanding (including the 50 Units issued to the Initial Limited Partners). The Partnership's Net Income, Net Losses, and Distributions, as defined, are to be allocated 99% to the Limited Partners and 1% to AFS. Distributions to the Limited Partners were as follows:
Nine Months Three Months Ended September 30, Ended September 30, 2004 2003 2004 2003 Distributions $ 1,124,783 $1,687,504 $ - $ - Weighted average number of Units outstanding 7,487,350 7,487,350 7,487,350 7,487,350 Weighted average distributions per Unit $ 0.15 $ 0.23 $ - $ -
10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Statements contained in this Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Form 10-QSB, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-QSB. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-QSB or to reflect the occurrence of unanticipated events, other than as required by law. Capital Resources and Liquidity During 2004 and 2003, the Partnership's primary source of liquidity was rents from direct financing and operating leases. The liquidity of the Partnership will vary in the future, increasing to the extent cash flows from leases exceed expenses, and decreasing as distributions are made to the limited partners and to the extent expenses exceed cash flows from leases. As another source of liquidity, the Partnership has contractual obligations with a diversified group of lessees for fixed lease terms at fixed rental amounts. As the initial lease terms expire, the Partnership will sell the equipment. The future liquidity beyond the contractual minimum rentals will depend on the General Partner's success in selling or re-leasing the equipment as it comes off lease. The Partnership currently has available adequate reserves to meet contingencies, but in the event those reserves were found to be inadequate, the Partnership would likely be in a position to borrow against its current portfolio to meet such requirements. The General Partners envision no such requirements for operating purposes. Through September 30, 2004, the Partnership had cumulatively borrowed approximately $38,342,000 all of which has been repaid. No commitments of capital have been made or are expected to be made. If inflation in the general economy becomes significant, it may affect the Partnership inasmuch as the residual (resale) values may increase as the costs of similar assets increase. However, the Partnership's revenues from existing leases would not increase, as such rates are generally fixed for the terms of the leases without adjustment for inflation. Cash Flows For the nine month periods ended September 30, 2004 and 2003, the primary sources of cash from operations were rents from direct financing and operating leases. Direct finance lease rents decreased from $562,847 in 2003 to $436,178 in 2004, a decrease of $126,669 for the nine month period and from $178,399 in 2003 to $154,377 in 2004, a decrease of $24,022 for the three month period. Cash from operating leases decreased by $241,496 from 2003 to 2004 for the nine month period and by $57,509 for the three month period. These decreases were a result of maturing direct finance and operating leases and sales of the related assets over the prior year. Sources of cash from investing activities in 2004 and 2003 consisted of the proceeds of the sales of lease assets and cash flows from reductions in net investments in direct financing leases. Proceeds from the sales of lease assets are not expected to be consistent from one period to another. Asset sales are made as leases expire, as purchasers can be found and as the sales can be negotiated and completed. Cash flows from direct financing leases increased from $114,694 in the first nine months of 2003 to $144,868 for the same period in 2004. As direct financing leases mature, an increasing portion of the payments are treated as recoveries of the net investment in the leases and the amounts recognized as income decreases. In 2004 and 2003, there were no financing sources of cash flows. The Partnership is in the final stage of its liquidation and is making distributions on an annual basis. The distributions are being paid out each January based on the cash flows generated in the previous year. Distributions are no longer expected to be consistent from one year to another as the cash flows generated in future periods will be dependent on asset sales and other factors which are not expected to be consistent from one period to another. Distributions decreased from $1,687,504 in 2003 to $1,124,783 in 2004, a decrease of $562,721. Results of Operations Operations for the nine month period ended September 30, 2004 resulted in a net income of $287,082 compared to net income of $379,859 for the same period in 2003. Operations resulted in net income of $68,850 for the three months ended September 30, 2004 and $113,949 for the comparable period in 2003. Although revenues declined by $350,582 for the nine month period, this decrease was partially offset by overall decreases in expenses of $257,805 in 2004 compared to 2003. 11 For the three month periods ended September 30, 2004 and 2003, revenues decreased from $284,649 in 2003 to $221,578 in 2004, a decrease of $63,071. As with the nine month periods, expenses decreased compared to 2003. Expenses decreased from $170,700 in 2003 to $152,728 in 2004, a decrease of $17,972. Most significant was the decline in depreciation expense, which decreased from $210,545 in 2003 to $16,383 in 2004 for the nine month periods and from $63,051 to $3,330 for the three month periods as a result of operating lease asset sales over the last year. In general, lease revenues and depreciation have decreased as a result of leases maturing and sales of assets over the last year. Gains on sales from lease assets for the nine month period decreased from $69,404 in 2003 to $57,593 in 2004 and increased from $10,832 to $30,876 for the three month periods. Sales of assets are not expected to be consistent from one period to another as such sales do not occur at regular intervals nor are they for consistent amounts. There were no additions to operating lease assets. In the first quarter of 2004, the Partnership received payments totaling $34,002 for deferred maintenance (included in other income) on assets previously returned to the Partnership by a former lessee. There were no similar amounts in the comparable period in 2003. There were recoveries of doubtful accounts in the nine month periods ended September 30, 2003 and 2004, none of which occurred in the three month periods ending those dates. The amounts of such recoveries are not expected to be consistent from one period to another. Item 3. Quantitative and Qualitative Disclosures of Market Risk. The Partnership, like most other companies, is exposed to certain market risks, including primarily changes in interest rates. The Partnership believes its exposure to other market risks including foreign currency exchange rate risk, commodity risk and equity price risk are insignificant to both its financial position and results of operations. In general, the Partnership has managed its exposure to interest rate risk by obtaining fixed rate debt. The fixed rate debt was structured so as to match the cash flows required to service the debt to the payment streams under fixed rate lease receivables. The payments under the leases were assigned to the lenders in satisfaction of the debt. Furthermore, the Partnership has historically been able to maintain a stable spread between its cost of funds and lease yields in both periods of rising and falling rates. As of September 30, 2004, the Partnership had no indebtedness to lenders. Item 4. Controls and procedures. Evaluation of disclosure controls and procedures Under the supervision and with the participation of our management (ATEL Financial Services, LLC as General Partner of the registrant, including the chief executive officer and chief financial officer), an evaluation of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures [as defined in Rules 240.13a-14(c) under the Securities Exchange Act of 1934] was performed as of the date of this report. Based upon this evaluation, the chief executive officer and the chief financial officer concluded that, as of the evaluation date, except as noted below, our disclosure controls and procedures were effective for the purposes of recording, processing, summarizing, and timely reporting information required to be disclosed by us in the reports that we file under the Securities Exchange Act of 1934; and that such information is accumulated and communicated to our management in order to allow timely decisions regarding required disclosure. As disclosed in the Form 10-KSB for the year ended December 31, 2003, the chief executive and chief financial officer of the General Partner of the Partnership had identified certain enhanced controls needed to facilitate a more effective closing of the Partnership's financial statements. During the first quarter of 2004 and since the end of the quarter, the General Partner hired a new controller, added additional accounting staff personnel, and has instituted or revised existing procedures in order to ensure that the Partnership's ability to execute internal controls in accounting and reconciliation in the closing process is adequate in all respects. The General Partner will continue to review its accounting procedures and practices to determine their effectiveness and adequacy and will take such steps as deemed necessary in the opinion of the General Partner's chief executive and chief financial officers to ensure the adequacy of the Partnership's accounting controls and procedures. The General Partner's chief executive officer and chief financial officer have determined that no weakness in financial and accounting controls and procedures had any material effect on the accuracy and completeness of the Partnership's financial reporting and disclosure included in this report. Changes in internal controls There have been no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the evaluation date nor were there any significant deficiencies or material weaknesses in our internal controls, except as described in the prior paragraphs. 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings. In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnership's financial position or results of operations. No material legal proceedings are currently pending against the Partnership or against any of its assets. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Inapplicable. Item 3. Defaults Upon Senior Securities. Inapplicable. Item 4. Submission Of Matters To A Vote Of Security Holders. Inapplicable. Item 5. Other Information. Inapplicable. Item 6. Exhibits (a) Documents filed as a part of this report 1. Financial Statement Schedules All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. 2. Other Exhibits 31.1 Certification of Paritosh K. Choksi 31.2 Certification of Dean L. Cash 32.1 Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash 32.2 Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi (b) Report on Form 8-K None 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. Date: November 11, 2004 ATEL CASH DISTRIBUTION FUND IV, L.P. (Registrant) By: ATEL Financial Services, LLC General Partner of Registrant By: /s/ Dean L. Cash ------------------------------------- Dean L. Cash President and Chief Executive Officer of General Partner By: /s/ Paritosh K. Choksi ------------------------------------- Paritosh K. Choksi Principal Financial Officer of Registrant By: /s/ Donald E. Carpenter ------------------------------------- Donald E. Carpenter Principal Accounting Officer of Registrant 14