UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to___________________
Commission file no. 001-12673
RIVIERA TOOL COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 38-2828870
------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5460 Executive Parkway S.E., Grand Rapids, Michigan 49512
--------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(616) 698-2100
--------------------------------------------------
(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
---- -----
There were 3,379,609 shares of the Registrant's common stock outstanding as of
January 10, 2003.
PART I
FINANCIAL INFORMATION
INDEX
Page No.
Item 1. Financial Statements
Balance Sheets as of November 30, 2002 and August 31, 2002........................................ 3
Statements of Operations for the Three Months Ended November 30, 2002 and 2001.................... 5
Statements of Cash Flows for the Three Months Ended November 30, 2002 and 2001.................... 6
Notes to Financial Statements..................................................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk........................................ --
Item 4. Controls and Procedures
PART II
OTHER INFORMATION
INDEX
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8 - K.
Signatures
Certifications
Exhibits
RIVIERA TOOL COMPANY
FINANCIAL STATEMENTS
BALANCE SHEETS
--------------------------------------------
NOVEMBER 30, AUGUST 31,
ASSETS 2002 2002
------ -------------------- --------------------
CURRENT ASSETS NOTE (UNAUDITED) (AUDITED)
-------------- ---- -------------------- --------------------
Cash.................................................................... $ -- $ 2,337,743
Accounts receivable..................................................... 7,803,612 2,899,075
Costs in excess of billings on contracts in process.................... 2 1,338,301 3,988,346
Inventories............................................................. 250,569 250,569
Prepaid expenses and other current assets............................... 173,373 184,313
---------------- ----------------
Total current assets.......................................... 9,565,855 9,660,046
PROPERTY, PLANT AND EQUIPMENT, NET........................................ 3 14,013,621 14,471,879
PERISHABLE TOOLING........................................................ 548,455 548,606
OTHER ASSETS.............................................................. 325,198 303,060
---------------- ----------------
Total assets.................................................. $ 24,453,129 $ 24,983,591
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
-------------------
Current portion of long-term debt....................................... 1,4 $ 772,000 $ 10,354,499
Accounts payable........................................................ 1,577,940 1,694,779
Accrued liabilities..................................................... 565,714 448,171
---------------- ----------------
Total current liabilities..................................... 2,915,654 12,497,449
LONG-TERM DEBT............................................................ 1,4 9,249,008 --
ACCRUED LEASE EXPENSE..................................................... 666,974 675,735
---------------- ----------------
Total liabilities............................................. 12,831,636 13,173,184
---------------- ----------------
PREFERRED STOCK - no par value,
$100 mandatory redemption value:
Authorized - 5,000 shares
Issued and outstanding - no shares................................. -- --
STOCKHOLDERS' EQUITY:
Preferred stock - no par value,
Authorized - 200,000 shares
Issued and outstanding - no shares................................... -- --
Common stock - No par value:
Authorized - 9,785,575 shares 1
Issued and outstanding - 3,379,609 shares at
November 30, 2002 and August 31, 2002................................ 15,115,466 15,115,466
Retained deficit........................................................ 1 (3,493,973) (3,305,059)
---------------- ----------------
Total stockholders' equity.................................... 11,621,493 11,810,407
---------------- ----------------
Total liabilities and stockholders' equity.................... $ 24,453,129 $ 24,983,591
================ ================
See notes to financial statements
RIVIERA TOOL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
NOVEMBER 30
-------------------------------------
2002 2001
---------------- ----------------
SALES.................................................................. $ 4,338,602 $ 3,363,674
COST OF SALES.......................................................... 4,045,265 3,545,576
---------------- ----------------
GROSS PROFIT (LOSS).............................................. 293,337 (181,902)
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES............................................ 321,893 465,867
---------------- ----------------
LOSS FROM OPERATIONS............................................. (28,556) (647,769)
OTHER EXPENSE
INTEREST EXPENSE.................................................... (157,451) (167,779)
OTHER EXPENSE....................................................... (2,907) (237)
---------------- ----------------
TOTAL OTHER EXPENSE.............................................. (160,358) (168,016)
LOSS BEFORE INCOME TAX BENEFIT......................................... (188,914) (815,785)
---------------- ----------------
INCOME TAX BENEFIT..................................................... -- --
---------------- ----------------
NET LOSS AVAILABLE FOR COMMON SHARES $ (188,914) $ (815,785)
================ ================
BASIC AND DILUTED LOSS PER COMMON SHARE................................ $ (.06) $ (.24)
================ ================
BASIC AND DILUTED COMMON SHARES OUTSTANDING............................ 3,379,609 3,379,609
================ ================
See notes to financial statements
RIVIERA TOOL COMPANY
STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
NOVEMBER 30,
---------------------------------------
2002 2001
------------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss............................................................. $ (188,914) $ (815,785)
Adjustments to reconcile net loss to net cash
from operating activities:
Depreciation and amortization.................................... 460,482 477,441
(Increase) decrease in assets:
Accounts receivable........................................... (4,904,537) (1,007,426)
Costs in excess of billings on contracts in process........... 2,650,045 (494,438)
Perishable tooling............................................ 151 26,080
Prepaid expenses and other current assets..................... 10,940 (33,208)
Increase (decrease) in liabilities:
Accounts payable.............................................. (116,839) (434,170)
Accrued lease expense......................................... (8,761) (4,090)
Accrued liabilities........................................... 117,543 143,236
------------------ -----------------
Net cash used in operating activities.................................. $ (1,979,890) $ (2,142,360)
------------------ -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in other assets............................................. (22,138) --
Additions to property, plant and equipment........................... (2,224) (14,097)
------------------ -----------------
Net cash used in investing activities.................................. $ (24,362) $ (14,097)
------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayments) on revolving credit line................. -- 2,369,728
Principal payments on notes payable to bank and
non-revolving equipment line of credit.............................. (333,491) (495,992)
------------------ -----------------
Net cash provided by/(used in) financing activities.................... $ (333,491) $ 1,873,736
------------------ -----------------
NET DECREASE IN CASH................................................... $ (2,337,743) $ (282,721)
------------------ -----------------
CASH - Beginning of Period............................................. 2,337,743 282,721
------------------ -----------------
CASH - End of Period................................................... $ -- $ --
================== =================
See notes to financial statements
RIVIERA TOOL COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2002
NOTE 1 - BASIS OF PRESENTATION AND SUBSEQUENT EVENT
The accompanying unaudited interim financial statements (the "Financial
Statements") of Riviera Tool Company (the "Company") have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, the Financial Statements do not include all the
information and footnotes normally included in the annual financial statements
prepared in accordance with generally accepted accounting principles.
In the opinion of management, the Financial Statements reflect all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
such information in accordance with generally accepted accounting principles.
These Financial Statements should be read in conjunction with the financial
statements and footnotes thereto included in the Company's Form 10-K dated
December 17, 2002, for the fiscal year ended August 31, 2002.
As of November 30, 2002, the Company was not in compliance with certain
covenants of its long-term loan agreement. The Company's agreement expired
September 1, 2002 and was renewed monthly thereafter. However, as of November
30, 2002, the Company had completed negotiations with its then current bank and
another lender to obtain long-term financing. The Company had commitment letters
from these financial institutions, however, such commitments were subject to
conditions which, at that time, were not fulfilled.
On December 23, 2003, the Company completed its refinancing referred to above.
Under such financing the Company received a $7.5 million Revolving Line of
Credit and a $2.0 million Term Loan, each expiring December 1, 2003. The unpaid
balance of approximately $1.5 million outstanding with the Company's former
lender was converted into a five-year subordinated note. Under the new loan
agreement, the Company is required to maintain certain levels of Tangible Net
Worth, Debt to Tangible Net Worth and Debt Service Coverage. Had the new
financing occurred prior to December 1, 2002, the Company would have been in
compliance with such covenants.
As a result of the financing described above, the Company's Balance Sheet and
related footnotes, as of November 30, 2002, presented herein, reflect the effect
of such new financing as if it occurred on or before November 30, 2002. There
was no effect on the accompanying Statement of Operations or Statement of Cash
Flows as a result of this transaction.
The results of operations for the three-month period ended November 30, 2002 is
not indicative of the results to be expected for the full year.
NOTE 2 - COSTS AND BILLINGS ON CONTRACTS IN PROCESS
Costs and billings on contracts in process are as follows:
NOVEMBER
30, AUGUST 31,
2002 2002
------------------ -----------------
Costs incurred on contracts in process under the
percentage of completion method..................................... $ 13,272,220 $ 11,248,868
Estimated gross loss................................................... (270,000) (670,000)
------------------ -----------------
Total.......................................................... 13,002,220 10,578,868
Less progress payments received and progress
billings to date.................................................... 11,665,253 6,682,206
Plus costs incurred on contracts in process under
the completed contract method....................................... 1,334 91,682
------------------ -----------------
Costs in excess of billings on contracts in process............ $ 1,338,301 $ 3,988,346
================== =================
RIVIERA TOOL COMPANY
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2002
NOTE 2 - COSTS AND BILLINGS ON CONTRACTS IN PROCESS - CONTINUED
Included in estimated gross loss for November 30, 2002 and August 31, 2002 are
jobs with losses accrued of $898,955 and $973,985, respectively.
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consist of the following:
NOVEMBER 30, AUGUST 31,
2002 2002
------------------ ----------------
Land and leasehold improvements................................................. $ 1,367,908 $ 1,367,908
Office furniture and fixtures................................................... 157,868 157,868
Machinery and equipment......................................................... 22,353,184 22,353,184
Construction in Process......................................................... 1,399 1,399
Computer equipment and software................................................. 2,121,587 2,119,363
Transportation equipment........................................................ 61,919 61,919
------------------ ----------------
Total cost................................................................. 26,063,865 26,061,641
Accumulated depreciation and amortization....................................... 12,050,244 11,589,762
------------------ ----------------
Net carrying amount........................................................ $ 14,013,621 $ 14,471,879
================== ================
NOTE 4 - LONG-TERM DEBT
As of November 30, 2002, the Company was not in compliance with certain
covenants of its long-term loan agreement. The Company's agreement expired
September 1, 2002 and was renewed monthly thereafter. However, as of November
30, 2002, the Company had completed negotiations with its then current bank and
another lender to obtain long-term financing. The Company had commitment letters
from these financial institutions, however, such commitments were subject to
conditions which, at that time, were not fulfilled.
On December 23, 2003, the Company completed its refinancing referred to above.
Under such financing the Company received a $7.5 million Revolving Line of
Credit and a $2.0 million Term Loan, each expiring December 1, 2003. The new
revolving working capital provides for borrowing, subject to certain collateral
requirements of up to $7.5 million. The credit line expires December 1, 2003 and
bears interest, payable monthly, at 1.0% above the bank's prime (5.25% as of
November 30, 2002). The $2.0 million term note is payable in monthly
installments of $33,333 plus interest at 1.25% above the bank's prime (5.25% as
of November 30, 2002). The unpaid balance of approximately $1.5 million
outstanding with the Company's former lender was converted into a five-year
subordinated note, payable in monthly installments of $31,000 plus interest of
11.0%. Under the new loan agreement, the Company is required to maintain certain
levels of Tangible Net Worth, Debt to Tangible Net Worth and Debt Service
Coverage. Had the new financing
occurred prior to December 1, 2002, the Company would have been in compliance
with such covenants.
As a result of the financing described above, the Company's Balance Sheet and
related footnotes, as of November 30, 2002, presented herein, reflects the
effect of such new financing as if it occurred on or before November 30, 2002 by
classifying the existing debt as long-term. The effect of such is reflected in
the following long-term debt:
NOVEMBER
30, AUGUST 31,
2002 2002
----------------- --------------
REVOLVING WORKING CAPITAL CREDIT LINE
The revolving working capital credit line is collateralized by substantially all
assets of the Company and provides for borrowing, subject to certain collateral
requirements of up to $6.5 million. The agreement requires a commitment fee of
..25% per annum on the average daily unused portion of the revolving credit line.
The credit line is due January 13, 2003 and bears interest, payable monthly, at
2.0% above the bank's prime, 6.25% as of November 30, 2002...................... 6,500,000 6,500,000
NOTES PAYABLE TO BANK
Note payable to bank, collateralized by specific assets of the Company,
payable in monthly installments of $55,556, plus simple interest of 7.26%,
due December 31, 2002........................................................... 1,444,424 1,611,092
Note payable to bank, collateralized by specific assets of the Company,
payable in monthly installments of $16,666 plus simple interest of 8.04%, due
December 31, 2002............................................................... 366,667 416,667
NON-REVOLVING EQUIPMENT LINE OF CREDIT
$3,271,000 equipment line of credit is collateralized by specific assets of
the Company, is due December 31, 2002, and is payable in monthly installments
of $38,941 plus interest at the bank's prime rate less .25% (as of November
31, 2002, an effective rate of 4.0%)............................................ 1,709,917 1,826,740
----------------- --------------
Total long-term debt................................................. 10,021,008 10,354,499
Less current portion................................................. 772,000 10,354,499
----------------- --------------
Long-term debt-- Net................................................. 9,249,008 $ --
================= ==============
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, the components of the
Company's Statement of Operations as a percentage of sales.
For The Three Months Ended
November 30
-----------------------------
2002 2001
------------ -----------
SALES................................................................... 100.0% 100.0%
COST OF SALES........................................................... 93.2% 105.4%
------------ -----------
GROSS PROFIT /(LOSS)....................................... 6.8% (5.4%)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE............................. 7.4% 13.8%
------------ -----------
LOSS FROM OPERATIONS...................................... (0.6%) (19.2%)
INTEREST EXPENSE...................................................... (3.6%) (5.0%)
OTHER EXPENSE......................................................... (0.1%) --
------------ -----------
TOTAL INTEREST/OTHER EXPENSE .................................. (3.7%) (5.0%)
LOSS BEFORE INCOME TAX BENEFIT.......................................... (4.3%) (24.2%)
INCOME TAXES BENEFIT.................................................... -- --
------------ -----------
NET LOSS.................................................... (4.3%) (24.2%)
============ ===========
Forward-Looking Statement; Risks and Uncertainties
Certain information included in this Quarterly Report on Form 10-Q and other
materials filed or to be filed by the Company with the Securities and Exchange
Commission contain certain statements that may be considered forward-looking.
For this purpose, any statements contained in this report that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "understanding," or "continue," the negative or other
variation thereof, or comparable terminology, are intended to identify
forward-looking statements. In addition, from time to time, the Company may
release or publish forward-looking statements relating to such matters as
anticipated financial performance, business prospects, technological
developments and similar matters. The Private Securities Litigation Reform Act
of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
and actual results may differ materially depending upon a variety of factors,
including continued market demand for the types of products and services
produced and sold by the Company.
COMPARISON OF THE THREE MONTHS ENDED NOVEMBER 30, 2002 TO THE THREE MONTHS ENDED
NOVEMBER 30, 2001.
REVENUES - Revenues for the three months ended November 30, 2002 totaled $4.3
million as compared to $3.4 million for the three months ended November 30,
2001, an increase of $0.9 million or 26%. The revenue increase is a direct
result of the Company being awarded additional contracts during the latter part
of fiscal year ended August 31, 2002. These additional contracts resulted in the
Company incurring 55,100 shop floor hours during the first quarter of 2003, as
compared to 48,500 during the same period of 2002, an increase of 6,600 hours or
14%.
As of November 30, 2002, the Company had approximately $22.6 million in contract
backlogs. This compares to approximately $5.2 million as of November 30, 2001,
an increase of $17.4 million or 335%. This backlog, in shop floor hours,
increased from 96,115 as of November 30, 2001 to 267,367 as of November 30,
2002, an increase of 178%.
COST OF SALES - Cost of sales was $4.0 million or 93% of sales for the three
months ended November 30, 2002 as compared to $3.5 million or 105% of sales for
the three months ended November 30, 2001. The increase in gross margin was
largely due to the increase in revenue combined with the Company maintaining
manufacturing overhead expense at levels consistent with that of the previous
comparable quarter.
Direct costs expense increased from $1.6 million for the three months ended
November 30, 2001 to $2.0 million for the three months ended November 30, 2002,
however as a percent of sales it decreased from 48.3% to 45.5%. Direct labor
expense was $1.0 million in 2002 as compared to $0.9 million in 2001 and as a
percent of sales decreasing from 28% to 24%. While direct labor expense
increased by only $84,000 or 9%, actual shop floor hours increased from 48,500
to 55,100. The increase in shop floor hours was a direct result of higher
contract levels for the three months ended November 30, 2002. Other direct cost
increases included $112,000 in direct material expense and $154,000 in outside
service expenses. As a percent of sales, these other direct expenses represented
22% for the three months ended November 30, 2002 as compared to 21% for the
three months ended November 30, 2001.
Engineering expense increased from $322,000 for the three months ended November
30, 2001 to $479,000 for the three months ended November 30, 2002 and as a
percent of sales increased from 10% to 11%. This increase was a result of the
higher contract backlog in the first quarter ended November 30, 2002 as compared
to the same quarter last year. The Company during this period increased its
engineering staff in order to process the additional awarded contracts
received during fiscal year ended August 31, 2002. Accordingly, the largest
increase in engineering expense was $127,000 in engineering salaries.
Manufacturing overhead expense remained steady at $1.6 million, however as a
result of the increase in revenues, manufacturing overhead, as a percent of
sales, decreased from 48% for the three months ended November 30, 2001 to 37%
for the three months ended November 30, 2002.
SELLING & ADMINISTRATIVE EXPENSES - Selling and administrative expenses
decreased from $466,000 or 14% of sales for the three months ended November 30,
2001 to $322,000 or 7% of sales for the three months ended November 30, 2002.
This decrease was largely due to decreases of $52,000 in State of Michigan
Single Business Tax, $20,000 in insurance expense and $14,000 in training
expense.
INTEREST EXPENSE - Interest expense for the three months ended November 30, 2002
was approximately $157,000 as compared to approximately $168,000 for the three
months ended November 30, 2001. As a percentage of sales, interest expense
decreased from 5% in the quarter ended November 30, 2001 to 4% for the quarter
ended November 30, 2002. This decrease was the result of lower debt levels and
interest rates during the quarter ended November 30, 2002 as compared to the
same period last year.
FEDERAL INCOME TAXES
For the three months ended November 30, 2002, the Company recorded a valuation
allowance of approximately $64,000 to offset the income tax benefit.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended November 30, 2002, the Company's cash used in
operating activities was $1,980,000. This largely resulted from an increase of
$4,904,000 in account receivables and a $2,650,000 decrease in contracts in
process. From investing activities, the Company incurred an increase in other
assets (cash surrender value of life insurance policies) of $22,000. The Company
used $333,500 to reduce long-term debt.
On December 23, 2002, the Company closed a new one-year, $9.5 million credit
facility of which $7.5 million is a Revolving Line of Credit. The Company
believes that the unused portion of the revolving bank working capital credit
line, receipt of progress payments from the Company's major customer (of which
$2.9 million was received in December 2002) and the funds generated from
operations will be sufficient to cover anticipated cash needs through fiscal
2003. However, depending on the level of future sales, and the terms of such
sales, an expanded credit line may be necessary to finance increases in trade
accounts receivable and contracts in process. The Company believes it will be
able to obtain such expanded credit line, if required, on generally the same
terms as the existing credit line.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
None.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Company files or
submits under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time period specified in the rules
and forms of the Securities and Exchange Commission. Based upon their evaluation
of those controls and procedures performed within 90 days of the filing date of
this report, the Chief Executive and Chief Financial Officers of the Company
concluded that the Company's disclosure controls and procedures were adequate.
The Company made no significant changes in its internal controls or in other
factors that could significantly affect those controls subsequent to the date of
the evaluation of those controls by the Chief Executive and Chief Financial
Officers.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Recent Events
As of November 30, 2002, the Company was not in compliance with certain
covenants of its long-term loan agreement. The Company's agreement expired
September 1, 2002 and was renewed monthly thereafter. However, as of November
30, 2002, the Company completed negotiations with its then current bank and
another lender to obtain long-term financing. The Company had commitment letters
from these financial institutions, however, such commitments were subject to
conditions which, at that time, were not fulfilled.
On December 23, 2003, the Company completed its refinancing referred to above.
Under such financing the Company received a $7.5 million Revolving Line of
Credit and a $2.0 million Term Loan, each expiring December 1, 2003. The unpaid
balance of approximately $1.5 million outstanding with the Company's former
lender was converted into a five-year subordinated note. Under the new loan
agreement, the Company is required to maintain certain levels of Tangible Net
Worth, Debt to Tangible Net Worth and Debt Service Coverage. Had the new
financing occurred prior to December 1, 2002, the Company would have been in
compliance with such covenants.
As a result of the financing described above, the Company's Balance Sheet and
related footnotes, as of November 30, 2002, presented herein, reflects the
effect of such new financing as if it occurred on or before November 30, 2002.
There was no effect on the accompanying Statement of Operations or Statement of
Cash Flows as a result of this transaction.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
99.1 Written Statement of the Chief Executive Officer Pursuant to
18 U.S.C. ss.1350 Sec. 906
99.2 Written Statement of the Chief Financial Officer Pursuant to
18 U.S.C. ss.1350 Sec. 906
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: January 14, 2003
Riviera Tool Company
/s/ Kenneth K. Rieth
----------------------
Kenneth K. Rieth
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Peter C. Canepa
----------------------
Peter C. Canepa
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Riviera Tool Company (the
"Company") on Form 10-Q for the period ending November 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof, I, Kenneth K. Rieth,
Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:
(1) I have reviewed this quarterly report on Form 10-Q of Riviera Tool
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; and
(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 registrant as of, and for, the periods presented in this quarterly report;
and
(4) The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant'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 registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
(6) The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: January 14, 2003 By: /s/ Kenneth K. Rieth
----------------------
Kenneth K. Rieth
Chief Executive Officer
This certification accompanies this Report on Form 10-Q pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required
by such Act, be deemed filed by registrant for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Riviera Tool Company (the
"Company") on Form 10-Q for the period ending November 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof, I, Peter Canepa,
Chief Financial Officer of registrant, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:
(1) I have reviewed this quarterly report on Form 10-Q of Riviera Tool
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; and
(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 registrant as of, and for, the periods presented in this quarterly report;
and
(4) The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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 officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant'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 registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
(6) The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: January 14, 2003 By: /s/ Peter Canepa
------------------
Peter Canepa
Chief Financial Officer
This certification accompanies this Report on Form 10-Q pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required
by such Act, be deemed filed by registrant for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Written Statement of the Chief Executive Officer Pursuant to
18 U.S.C. ss.1350 Sec. 906
99.2 Written Statement of the Chief Financial Officer Pursuant to
18 U.S.C. ss.1350 Sec. 906