Securities and Exchange Commission
Washington, D.C. 20549
__________________
Form 10-QSB
__________________________
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2004
___ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-8814
PURE CYCLE CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 84-0705083
(State of incorporation) (I.R.S. Employer Identification
Number)
8451 Delaware St., Thornton, CO 80260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (303) 292 - 3456
_________________________________________________________________
N/A
(Former name, former address and former fiscal year, if changed
since last report.)
Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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 [ ]
State the number of shares outstanding of each of the issuer's
classes of common equity, as of February 29, 2004:
Common Stock, 1/3 of $.01 par Value 81,450,875
(Class) (Number of Shares)
Transitional Small business Disclosure Format (Check one): Yes
[ ]; No [x]
PURE CYCLE CORPORATION
INDEX TO FEBRUARY 29, 2004 FORM 10-QSB
Page
Part I - Financial Information (unaudited)
Balance Sheets - February 29, 2004 and 3
August 31, 2003
Statements of Operations - For the three months 4
ended February 29, 2004 and February 28, 2003
Statements of Operations - For the six months 5
ended February 29, 2004 and February 28, 2003
Statements of Cash Flows - For the six months 6
ended February 29, 2004 and February 28, 2003
Notes to Financial Statements 7
Management's Discussion and Analysis of 9
Results of Operations and Financial Condition
Signature Page 12
"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Statements that are not historical facts contained in this
Quarterly Report on Form 10-QSB are forward looking statements
that involve risk and uncertainties that could cause actual
results to differ from projected results. Factors that could
cause actual results to differ materially include, among others:
general economic conditions, the market price of water, changes
in applicable statutory and regulatory requirements, changes in
technology, uncertainties in the estimation of water available
under decrees and timing of development, the strength and
financial resources of the Company's competitors, the Company's
ability to find and retain skilled personnel, climatic
conditions, labor relations, availability and cost of material
and equipment, delays in the anticipated permit and start-up
dates, environmental risks, and the results of financing efforts.
PURE CYCLE CORPORATION
BALANCE SHEETS
(unaudited)
February 29, August 31,
ASSETS 2004 2003
(unaudited)
Current assets:
Cash and cash equivalents $ 338,599 $ 525,780
Trade accounts receivable 33,841 67,687
Total current assets 372,440 593,467
Investment in water and systems:
Rangeview water supply 13,777,395 13,710,773
Paradise water supply 5,498,124 5,494,323
Rangeview water system 148,441 148,441
Accumulated depreciation & depletion (13,325) (10,543)
Total investment in water and systems 19,410,635 19,342,994
Note receivable, including accrued interest 406,782 399,902
Other assets 64,441 77,041
$ 20,254,298 $ 20,413,404
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 23,550 8,244
Accrued liabilities 21,100 43,528
Total current liabilities 44,650 51,772
Long-term debt - related parties,
including accrued interest 4,976,511 4,889,545
Participating interests in Rangeview
water rights 11,090,630 11,090,630
Stockholders' equity:
Preferred stock, par value $.001 per
share; authorized - 25,000,000 shares:
Series A1 - 1,058,000 and 1,600,000 shares
issued and outstanding, respectively 1,058 1,600
Series B - 432,513 shares issued and
outstanding 433 433
Series D - 6,455,000 shares issued
and outstanding 6,455 6,455
Series D1- 2,000,000 shares issued
and outstanding 2,000 2,000
Common stock, par value 1/3 of $.01 per
share; authorized - 135,000,000 shares;
81,450,875 and 78,439,763 shares issued and
outstanding, respectively 271,621 261,584
Additional paid-in capital 25,267,494 25,276,989
Accumulated deficit (21,406,554) (21,167,604)
Total stockholders' equity 4,142,507 4,381,457
$ 20,254,298 $ 20,413,404
See Accompanying Notes to the Financial Statements
PURE CYCLE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
Three months Ended
February 29, February 28,
2004 2003
Water service revenue
Water usage fees $ 18,446 $ 19,778
Wastewater usage fees 13,501 14,017
Revenue - other 2,463 --
34,410 33,795
Water service operating expense ( 2,761) ( 2,506)
Wastewater service operating expense ( 1,636) ( 2,113)
Consulting services expense ( 1,331) --
Gross margin 28,682 29,176
General and administrative expense (131,667) ( 74,644)
Depreciation expense ( 1,237) ( 1,427)
Depletion expense ( 100) ( 88)
Other income (expense):
Interest income 3,961 4,119
Interest expense related parties ( 43,483) ( 44,264)
Interest expense other ( 6,300) ( 6,300)
Net loss $( 150,144) $( 93,428)
Basic and diluted net loss per common share $ --* $ --*
Weighted average common shares outstanding 78,951,414 78,439,763
* less than $.01 per share
See Accompanying Notes to the Financial Statements
PURE CYCLE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
Six months Ended
February 29, February 28,
2004 2003
Water service revenue
Water usage revenues $ 55,314 $ 77,225
Wastewater usage fees 27,002 26,587
Revenues - other 3,415 --
85,731 103,812
Water service operating expense ( 5,190) ( 5,719)
Wastewater service operating expense ( 3,819) ( 5,013)
Consulting services expense ( 2,329) --
Gross margin 74,393 93,080
General and administrative expense ( 219,302) ( 124,556)
Depreciation expense ( 2,474) ( 2,482)
Depletion expense ( 308) ( 826)
Other income (expense):
Interest income 8,307 8,556
Interest expense related parties ( 86,966) ( 88,528)
Interest expense other (12,600) (12,600)
Net loss $(238,950) $(127,356)
Basic and diluted net loss per common share $ --* $ --*
Weighted average common shares outstanding 81,317,540 78,439,763
* less than $.01 per share
See Accompanying Notes to the Financial Statements
PURE CYCLE CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
Six months Ended
February 29, February 28,
2004 2003
Cash flows from operating activities:
Net loss $(238,950) $(127,356)
Adjustment to reconcile
net loss to net cash provided by
operating activities:
Depreciation on water systems 2,474 2,482
Depletion expense 308 826
Increase in accrued interest
on note receivable (6,880) ( 7,166)
Increase in accrued interest on long
term debt and other non-current
liabilities 86,966 88,528
Changes in operating assets and liabilities:
Trade accounts receivable 33,846 23,284
Other assets 12,600 12,600
Accounts payable and accrued liabilities ( 7,122) ( 2,455)
Net cash used in operating activities (116,758) (9,257)
Cash flows from investing activities:
Investments in water supply (70,423) (95,716)
Investment in Rangeview water system -- --
Net cash used in investing activities (70,423) (95,716)
Cash flows from financing activities:
Net decrease in cash and cash equivalents (187,181) (104,973)
Cash and cash equivalents beginning of period 525,780 287,720
Cash and cash equivalents end of period $ 338,599 $ 182,747
See Accompanying Notes to the Financial Statements
PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ACCOUNTING PRINCIPLES
The balance sheet as of February 29, 2004 and the statements
of operations and statements of cash flows for the three and six
months periods ended February 29, 2004 and February 28, 2003 have
been prepared by the Company and have not been audited. In the
opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial
position, results of operations and cash flows at February 29,
2004 and for all periods presented have been made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's fiscal year 2003 Annual Report on Form
10-KSB. The results of operations for interim periods presented
are not necessarily indicative of the operating results for the
full year.
Certain prior period amounts have been reclassified to conform
to the current period presentation.
NOTE 2 - STOCKHOLDERS' EQUITY
In August 2003, the Company entered into a Plan of
Recapitalization and a Stock Purchase Agreement whereby the
Company issued 2,000,000 shares of Series D-1 Preferred Stock
to the Company's CEO, Mr. Thomas
Clark in exchange for 2,000,000 shares of Common Stock owned by
Mr. Clark. The Company sold 2,000,000 shares of the Company's
Common Stock at $.25 per share to eleven accredited investors,
four of whom had previously invested with the Company. Proceeds
to the Company were $500,000. The Series D-1 Preferred Stock
does not earn dividends and is convertible into 2,000,000 shares
of common stock at such time that the Company has sufficient
shares of authorized Common Stock. The shares were issued under
Section 4(2) of the Securities Act of 1933.
During the six months ended February 29, 2004, the Company
issued 3,011,111 shares of Common Stock in exchange for 542,000
shares of Series A-1 Preferred Stock, pursuant to the
certificate of designation of the Series A-1 Preferred Stock.
The holders of the 542,000 shares of Series A-1 Preferred Stock
surrendered the shares to the Company for retirement.
NOTE 3 - Water Contract
On October 31, 2003, the Company entered into a long-term
Water Service Agreement ("Agreement") whereby the Company will
provide domestic water service to a new master planned community
located in the Denver metropolitan area in Arapahoe County. The
new community will be developed over several years and be
composed of up to 4,000 single family residences. The Company
will generate one-time revenues from the sale of water taps
(currently $11,100 per tap) and annual revenues through the
delivery of water. The agreement is expected to generate gross
revenues of $44 million in tap fee revenues and approximately $2
million annually from water usage sales. The Company is
responsible for developing the associated infrastructure, which
is expected to commence in the summer of 2004 to provide water
service to the development and expects the tap fee revenues will
provide sufficient capital to the Company to construct
facilities necessary to deliver water to the development.
NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of
ARB No. 51. FIN No. 46 requires an entity to consolidate a
variable interest entity if it is designated as the primary
beneficiary of that entity even if the entity does not have a
majority of voting interests. A variable interest entity is
generally defined as an entity where its equity is unable to
finance its activities or where the owners of the entity lack the
risk and rewards of ownership. The provisions of this statement
apply at inception for any entity created after January 31, 2003.
For small business entities, the provisions of this
Interpretation must be applied at the end of the first reporting
period that ends after December 15, 2004. The Company has
determined it is not party to a variable interest entity.
In June 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of Both
Liabilities and Equity." The statement is effective for financial
instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatory
redeemable financial instruments of a nonpublic entity. The
adoption of SFAS No. 150 did not have an impact on the Company's
financial statements.
DESCRIPTION OF BUSINESS
Pure Cycle Corporation (the "Company") was incorporated in
Delaware in 1976. The Company is engaged in providing water and
wastewater services to customers located in Denver Colorado where
its principal assets are located. The Company operates water and
wastewater systems which include designing, constructing,
operating and maintaining systems to service customers in the
Denver metropolitan area. In 1996, the Company entered into a
long-term agreement to provide water and wastewater services to
24,000 acres of primarily undeveloped land in the greater Denver
metropolitan area owned by the State of Colorado known as the
Lowry Range. This agreement with the State of Colorado Board of
Land Commissioners ("State Land Board") and the Rangeview
Metropolitan District ("District"), a quasi-municipal political
subdivision of the State provides for the use of water supplies
from the Lowry Range ("Rangeview Water Supply") to provide water
services to the Company's 24,000 acre service area which is
located in the greater Denver metropolitan area in Arapahoe
County ("Service Area"). As part of the agreement, the Company
also acquired the rights to additional water that can be
"exported" from the Lowry Range to supply water to nearby
communities and developers in need of additional water supplies.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
During the quarter ended February 29, 2004, the Company
delivered approximately 7.2 million gallons of water to customers
in the Service Area generating revenues from water sales of
$18,446 compared to the delivery of 6.5 million gallon generating
revenues of $19,778 during the three months ended February 28,
2003. The Company incurred water service operating costs of
$2,761 during the quarter as compared to $2,506 during the
quarter ended February 28, 2003. During the quarter ended
February 29, 2004, the Company processed approximately 2.25
million gallons of wastewater from customers in the Service Area
generating revenues from wastewater fees of $13,501, as compared
to processing 2.10 million gallons of wastewater generating
revenues of $14,017 during the three months ended February 28,
2003. The Company incurred wastewater operating costs of $1,636
during the quarter as compared to $2,113 for the three months
ending February 28, 2003.
During the six months ended February 29, 2004, the Company
delivered approximately 22.0 million gallons of water generating
water service revenues of $55,314 compared to approximately 19.3
million gallons of water generating $77,225 for the six months
ended February 28, 2003. The higher revenues in the six month
period ended February 28, 2003 was a result of a change in
estimated water revenues recorded in 2003 totaling approximately
$20,000. The Company incurred water service operating costs of
$5,190, during the six month period as compared to $5,719 during
the six months ended February 28, 2003. During the six months
ended February 29, 2004, the Company processed approximately 4.7
million gallons of wastewater from customers in the Service Area
generating revenues from wastewater fees of $27,002, as compared
to processing 4.5 million gallons of wastewater generating
revenues of $26,587 during the three months ended February 28,
2003. The Company incurred wastewater operating costs of $3,819
during the six month period ending February 29, 2004 as compared
to $5,013 for the six month period ending February 28, 2003.
General and administrative expenses for the three months ended
February 29, 2004 were $57,023 higher than for the three months
ended February 28, 2003, primarily due to an increase in salaries
and overhead from the addition of one employee beginning in
January 2003 and legal costs incurred in connection with the
Company's annual meeting scheduled for April 12, 2004. Net loss
for the three months ended February 29, 2004 was $150,144
compared to a net loss of $93,428 for the three months ended
February 28, 2003. The increase in net loss of $56,716 is due to
additional overhead costs from an additional employee as well as
costs incurred with the Company's annual meeting.
General and administrative expenses for the six months ended
February 29, 2004 were $94,748 higher than for the six months
ended February 28, 2003, primarily due to an increase in salaries
and overhead from the addition of one employee beginning in
January 2003 and legal costs incurred in connection with the
Company's annual meeting scheduled for April 12, 2004. Net loss
for the six months ended February 29, 2004 was $238,950 compared
to a net loss of $127,356 for the six months ended February 28,
2003. The increase in net loss of $111,595 is due to additional
overhead costs from an additional employee as well as costs
incurred with the Company's annual meeting.
Liquidity and Capital Resources
At February 29, 2004, current assets exceed current
liabilities by $327,790 and, the Company had cash and cash
equivalents of $338,599.
The Company believes it has sufficient working capital to fund
its operations for the next year or longer. The Company
believes that it has adequate funding for the construction of
facilities needed, pursuant to its commitments under the water
service agreement, from required tap purchases as part of the
water service agreement. There can be no assurances, however,
that the Company will be successful in marketing the water from
its two primary water projects in the near term. In the event
sales are not achieved, the Company may sell additional
participating interests in its water projects, incur additional
short or long-term debt or seek to sell additional shares of
common or preferred stock or stock purchase warrants, as deemed
necessary by the Company, to generate working capital.
Development of any of the water rights that the Company has,
or is seeking to acquire, will require substantial capital
investment by the Company. Any such additional capital for the
development of the water rights is anticipated to be financed
through the sale of water taps and water delivery charges to a
city or municipality. A water tap charge refers to a charge
imposed by a municipality to permit a water user to access a
water delivery system (i.e. a single-family home's tap into the
municipal water system), and a water delivery charge refers to a
water user's monthly water bill generally based on a per 1,000
gallons of water consumed.
Item 3. - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's chief executive officer and chief financial
officer have concluded that the Company's disclosure controls
(as defined in Exchange Act Rule 13a-14(c)) are sufficiently
effective to ensure that the information required to be
disclosed by the Company in the reports it files under the
Exchange Act is gathered, analyzed and disclosed with adequate
timeliness, accuracy and completeness, based on an evaluation of
such controls and procedures conducted within 90 days prior to
the date hereof.
Changes in Internal Controls
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation referred
to above.
PURE CYCLE CORPORATION
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 hereunto duly authorized.
PURE CYCLE CORPORATION
Date:
April 1, 2004 /S/ Thomas P. Clark
Thomas P. Clark,
CEO
Date:
April 1, 2004 /S/ Mark W. Harding
Mark W. Harding,
President
CERTIFICATIONS
I, Thomas P. Clark, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
PureCycle Corporation.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and
other financial information included in this 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 report;
4. The small business issuer's other certifying officer and
I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15(d)-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15f and 15d-15f
for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the small business issuer's, 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) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the small
business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer and
I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's
board of directors (or persons performing the equivalent
function):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
small business issuer's internal controls over financial
reporting.
Date April 1, 2004
/s/ Thomas P. Clark
A signed original of this written statement
required by Section 302 of the Sarbanes-Oxley Act of 2002 has
been provided to PureCycle Corporation and will be retained by
PureCycle Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.
CERTIFICATIONS
I, Mark Harding, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
PureCycle Corporation.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and
other financial information included in this 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 report;
4. The small business issuer's other certifying officer and
I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15(d)-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15f and 15d-15f
for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the small business issuer's, 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) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principals;
(c) Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the small
business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer and
I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's
board of directors (or persons performing the equivalent
function):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
small business issuer's internal controls over financial
reporting.
Date April 1, 2004
/s/ Mark Harding
A signed original of this written statement
required by Section 302 of the Sarbanes-Oxley Act of 2002 has
been provided to PureCycle Corporation and will be retained by
PureCycle Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PureCycle Corporation
(the "Company"), on Form 10-QSB for the period ending February
29, 3004 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Thomas P. Clark, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.
/s/ Thomas P. Clark
Chief Executive Officer
April 1, 2004
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PureCycle Corporation
(the "Company"), on Form 10-QSB for the period ending February
29, 3004 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Mark Harding, President, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.
/s/ Mark W. Harding
Chief Financial Officer
April 1, 2004