##### Table of Contents

UNITED STATES


SECURITIES AND
EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-Q








|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- |  | -------------------------------------------------------

SECURITIES EXCHANGE ACT OF 1934





For the quarter ended September 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 Number 0-18050








PW EAGLE, INC. (Exact name of
registrant as specified in its Charter)





MINNESOTA (State of incorporation)

41-1642846 (I.R.S. Employer
Identification No.)222 SOUTH NINTH STREET, SUITE 2880 MINNEAPOLIS, MINNESOTA (Address of principal executive offices)

55402 (Zip code)(612) 305-0339 (Registrants telephone number, including area code)








NOT APPLICABLE


(Former name, former address and former fiscal year, if changed since last report)








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  ̈





As of November 8, 2002 there were 7,002,950 shares of PW Eagle, Inc. Common Stock outstanding.




---

##### Table of Contents

PW EAGLE, INC.


INDEX








PAGE NO.PART I.        FINANCIAL INFORMATIONITEM 1.        Condensed Financial StatementsCondensed Statements of Operations  Three and Nine Months Ended September 30, 2002 and 2001 (Unaudited)

3Condensed Balance Sheets  September 30, 2002 (Unaudited) and December 31, 2001

4Condensed Statements of Cash Flows  Nine Months Ended September 30, 2002 and 2001 (Unaudited)

5Notes to Condensed Financial Statements

6ITEM 2.        Managements Discussion and Analysis of Financial Condition and Results of Operations

10ITEM 3.        Quantitative and Qualitative Disclosures About Market Risk

15ITEM 4.        Controls and Procedures

16PART II.        OTHER INFORMATIONITEM 1.        Legal Proceedings

17ITEM 2.        Changes in Securities

17ITEM 3.        Defaults Upon Senior Securities

17ITEM 4.        Submission of Matters to a Vote of Security Holders

17ITEM 5.        Other Information

17ITEM 6.        Exhibits and Reports on Form 8-K

17SIGNATURES

18CERTIFICATIONS

19-20EXHIBIT INDEX

21




2




---

##### Table of Contents

PART I.    FINANCIAL INFORMATION





ITEM 1.    CONDENSED FINANCIAL STATEMENTS





PW EAGLE, INC.


---

Condensed Statements of Operations  Three and Nine Months Ended September 30, 2002 and 2001 (Unaudited)


(In thousands, except per share amounts)





Three months ended September
30,


Nine months ended September
30,2002

2001


2002


2001Net sales

$
63,539

$
65,510


$
193,023


$
197,818Cost of goods sold


46,693


61,535



151,516



173,858Gross profit


16,846


3,975



41,507



23,960Operating expensesSelling expenses


5,643


6,487



18,922



19,197General and administrative expenses


1,995


1,733



6,989



6,195Nonrecurring expenses





1,185







1,1857,638


9,405



25,911



26,577Operating income (loss)


9,208


(5,430
)


15,596



(2,617
)Other expenses (income)Interest expense


2,577


2,823



8,375



8,746Other, net


13


341



(257
)


3292,590


3,164



8,118



9,075Income (loss) before income taxes


6,618


(8,594
)


7,478



(11,692
)Income tax expense (benefit)


2,535


(3,291
)


2,864



(4,477
)Net income (loss)

$
4,083

$
(5,303
)

$
4,614


$
(7,215
)Net income (loss) per common shareBasic

$
.61

$
(.79
)

$
.69


$
(.99
)Diluted


.43


(.79
)


.49



(.99
)Weighted average common shares outstandingBasic


6,721


6,703



6,713



7,286Diluted


9,405


6,703



9,378



7,286





The accompanying notes are an integral part of the unaudited condensed financial
statements.




3




---

##### Table of Contents

PW EAGLE, INC.


---

Condensed Balance Sheets  September 30, 2002 (Unaudited) and December 31, 2001


(In thousands, except shares and per share amounts)





September 30, 2002


December 31, 2001ASSETSCurrent assetsCash and cash equivalents

$
1,255


$
624Accounts receivable, net


22,701



12,918Inventories


41,133



33,390Deferred income tax receivable


2,033



2,033Income tax receivable






4,156Other


370



1,250Total current assets


67,492



54,371Property and equipment, net


60,716



67,827Other assets


14,516



15,212Total assets

$
142,724


$
137,410LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesBorrowings under revolving credit facility

$
7,996


$
27,996Current maturities of long-term debt


3,035



3,595Accounts payable


28,014



16,145Accrued liabilities


13,197



8,066Total current liabilities


52,242



55,802Other long-term liabilities


1,662



3,625Long-term debt, less current maturities


15,400



24,271Capital lease obligation, less current maturities


13,126



Senior subordinated debt


30,513



29,453Total liabilities


112,943



113,151Commitments and contingenciesStockholders equitySeries A preferred stock; 7% cumulative dividend; convertible; $2 per share liquidation preference; no par value;
2,000,000 shares authorized; none issued and outstanding






Undesignated stock; $.01 par value; 14,490,000 shares authorized; none issued and outstanding






Stock warrants


6,296



5,887Common stock; $.01 par value; 30,000,000 shares authorized; issued and outstanding 7,002,950 and 6,886,625 shares,
respectively


70



69Class B common stock; $.01 par value; 3,500,000 shares authorized; none issued and outstanding






Additional paid-in capital


30,488



29,757Unearned compensation


(993
)


(434
)Notes receivable from officers and directors on common stock purchases


(891
)


(1,039
)Accumulated other comprehensive income (loss)


21



(156
)Retained earnings (deficit)


(5,210
)


(9,825
)Total stockholders equity


29,781



24,259Total liabilities and stockholders equity

$
142,724


$
137,410





The accompanying notes are an integral part of the unaudited condensed financial
statements.




4




---

##### Table of Contents

PW EAGLE, INC.


---

Condensed Statements of Cash Flows  Nine Months Ended September 30, 2002 and 2001 (Unaudited)


(In thousands)





Nine months ended September 30,2002


2001Cash flows from operating activitiesNet income (loss)

$
4,614


$
(7,215
)Adjustments to reconcile net income to net cash provided by operating activities(Gain) loss on disposition of fixed assets


(253
)


342Depreciation and amortization


6,734



7,124Amortization of debt issuance costs, discounts and premiums


1,531



794Issuance of subordinate debt for interest payment


512



502Receivable provisions


451



(380
)Non-cash compensation


129



29Federal income tax refund


4,863



Change in operating assets and liabilities


(7,825
)


(208
)Net cash provided by operating activities


10,756



988Cash flows from investing activitiesPurchases of property and equipment


(550
)


(3,384
)Proceeds from sale of property and equipment


1,371



Payments on notes receivable


56



196Net cash provided by (used in) investing activities


877



(3,188
)Cash flows from financing activitiesChange in cash overdraft


6,653



1,027Net (payments) borrowings under revolving credit facility


(17,151
)


19,769Proceeds from financing lease


13,352



Payment of financing costs


(1,192
)Repayment of capital lease obligation


(322
)


Repayment of long-term debt


(12,374
)


(7,531
)Repurchase of common stock






(10,987
)Issuance of common stock through exercise of stock options


32



5Net cash (used in) provided by financing activities


(11,002
)


2,283Net change in cash and cash equivalents


631



83Cash and cash equivalents at beginning of period


624



816Cash and cash equivalents at end of period

$
1,255


$
899





The accompanying notes are an integral part of the unaudited condensed financial
statements.




5




---

##### Table of Contents

PW EAGLE, INC.





Notes to Condensed Financial Statements (Unaudited)





1.    Presentation





In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position of PW Eagle, Inc. (the Company) at September 30, 2002, and the results of its operations for the three and nine month periods ended September 30, 2002 and 2001 and its cash
flows for the nine month periods ended September 30, 2002 and 2001. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Although the Company believes that the disclosures are adequate to make the information presented not misleading, it is suggested
that these condensed financial statements be read in conjunction with the financial statements of the Company included with its Annual Report on Form 10-K for the year ended December 31, 2001.





Certain reclassifications were made to the prior year financial statements to conform to the September 30, 2002 presentation. Such reclassifications have no effect on net income or
stockholders equity as previously stated.





2.    New Accounting Pronouncements





Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. This
standard establishes new guidance on accounting for goodwill and intangible assets after a business combination is completed. The standard discontinues the amortization of goodwill and indefinite lived intangible assets, requiring instead the
periodic testing of these assets for impairment. Goodwill, net of accumulated amortization, was $3.7 million as of December 31, 2001 and is included in Other assets (long-term) on the accompanying balance sheet. The Company completed its
transitional impairment testing during the second quarter of fiscal 2002. No change was made to the carrying value of goodwill as a result of the adoption of SFAS No. 142. The policy for the periodic testing for impairment was finalized with the
completion of the transitional testing. This annual testing was completed in the third quarter of 2002 and required no change to the carrying value of goodwill. The effect of adopting the new standard will reduce annual amortization expense by
$69,000 net of tax. Had SFAS No. 142 been effective January 1, 2002, net income and earnings per share for the three and nine months ended September 30 would have been reported as follows:





(in thousands, except per share amounts)





Three months ended


Nine months endedSept. 30, 2002

Sept. 30, 2001


Sept. 30, 2002

Sept. 30, 2001Net income (loss):As reported

$
4,083

$
(5,303
)

$
4,614

$
(7,215
)Effect of goodwill amortization





17






52As adjusted

$
4,083

$
(5,286
)

$
4,614

$
(7,163
)Basic earnings per share:As reported

$
.61

$
(.79
)

$
.69

$
(.99
)Effect of goodwill amortization












.01As adjusted

$
.61

$
(.79
)

$
.69

$
(.98
)Diluted earnings per share:As reported

$
.43

$
(.79
)

$
.49

$
(.99
)Effect of goodwill amortization












.01As adjusted

$
.43

$
(.79
)

$
.49

$
(.98
)





There have been no changes in the carrying amount of goodwill for the nine months ended
September 30, 2002.





Effective January 1, 2002, the Company also adopted SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of. This standard broadens the presentation of discontinued operations to include disposals of assets below the segment level.





In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. This standard requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date of commitment to an exit or disposal plan. Costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a
restructuring, discontinued operations, plant closing or other exit or disposal activity. This statement is to be applied to exit or disposal activities initiated after December 31, 2002. Management believes the adoption of the provisions of this
statement will not have a material effect on the Companys financial statements.





3.    Comprehensive Income
(Loss)





Comprehensive income (loss) for the Company includes net income, the transition adjustment for the adoption of SFAS 133 in
fiscal 2001, changes in fair market value of financial instruments designated as hedges of interest rate exposure and the unrealized gains/losses on securities from non-qualified deferred compensation plans.




6




---

##### Table of Contents




Comprehensive income (loss) for the three and nine months ended September 30, 2002 and 2001 was as
follows (in thousands):





Three months ended


Nine months endedSept. 30, 2002


Sept. 30, 2001


Sept. 30, 2002


Sept. 30, 2001Net income (loss)

$
4,083


$
(5,303
)

$
4,614


$
(7,215
)Other comprehensive income (loss)Transition adjustment relating to the adoption of FAS 133, net of taxes














(132
)Changes in fair market value of financial instrument designated as a hedge of interest rate exposure, net of
taxes


81



(80
)


238



(175
)Unrealized gain on securities from non-qualified deferred compensation plans


(130
)


(96
)


(61
)


(59
)Total comprehensive income (loss)

$
4,034


$
(5,479
)

$
4,791


$
(7,581
)





|4.Other |  | Financial Statement Data
|------- |  | ------------------------




The following provides additional information concerning inventory (in thousands):





September 30, 2002

December 31, 2001Raw materials

$
9,772

$
7,968Finished goods


31,361


25,422$
41,133

$
33,390





The following provides supplemental disclosure of significant non-cash investing and
financing activities (in thousands):





September 30, 2002


September 30, 2001Deferred financing costs related to the sale-leaseback transaction (included in other current assets and capital lease
obligation)

$
637


$
Issuance of warrants related to sale-leaseback transaction


410



Cancellation of restricted stock


(123
)


(102
)Issuance of restricted stock


871



186Settlement of note receivable in exchange for common stock


(95
)


Issuance of common stock in exchange for notes receivable






112





5.    Earnings per Common Share





Basic earnings per common share is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding.
Diluted earnings per common share assumes the exercise of stock options and warrants using the treasury stock method, if dilutive. The following table reflects the calculation of basic and diluted earnings per common share (EPS):





(in thousands, except per share amounts)





Three months ended


Nine months endedSept. 30, 2002

Sept. 30, 2001


Sept. 30, 2002

Sept. 30, 2001Net income (loss)

$
4,083

$
(5,303
)

$
4,614

$
(7,215
)Weighted average shares used for basic earnings per share


6,721


6,703



6,713


7,286Effect of dilutive securities


2,684






2,665


Weighted average shares used for dilutive earnings per share


9,405


6,703



9,378


7,286Basic EPS

$
.61

$
(.79
)

$
.69

$
(.99
)Diluted EPS

$
.43

$
(.79
)

$
.49

$
(.99
)




7




---

##### Table of Contents




Options to purchase 244,611 and 187,841 shares of common stock were outstanding during the three and
nine month periods ended September 30, 2002, respectively, but were not included in the computation of diluted EPS because inclusion of these shares would be antidilutive. Options to purchase 1,073,251 shares of common stock, warrants to purchase
1,940,542 shares of common stock and 182,500 shares of unvested restricted stock were outstanding during the three and nine month periods ended September 30, 2001, but were not included in the computation of diluted EPS because inclusion of these
shares would be anti-dilutive.





6.    Financing Arrangements





On September 30, 2002, we entered into a revised financing agreement with the lenders of our Senior Credit Facility and an amended agreement with holders of the
Senior Subordinated Notes. Under the terms of the agreements, the Company increased the amount of its Senior Term Loan from $15.2 million to $18.0 million and decreased the annual principal payments from $2.9 million to $2.6 million. The proceeds of
$2.8 million from the revision of the Senior Term Loan were used to pay down the Revolving Credit Facility to $8.0 million. Changes to certain provisions of the Senior Credit Facility were made to increase the availability of funds under the
Revolving Credit Facility by $6.0 million. The maximum amount available under the Revolving Credit Facility was increased from $40 million to $45 million between February and May of each year. The Company incurred $0.2 million in additional
financing costs to complete these transactions. These financing costs will be capitalized and amortized over the life of the respective loans. The interest rates on the Senior Term Loan and the Revolving Credit Facility were reduced by .25% and the
term of the Senior Credit Facility was extended by one year to September 2005.





Scheduled aggregate annual maturities of amounts
classified as debt or capital lease obligations at September 30, 2002, under terms of the revised loan agreements and the sale-leaseback capital lease obligation are (in thousands):





Senior and Subordinated Debt and other notes

Capital Leases


TotalThree months ended December 31, 2002

$
990

$
413


$
1,403Year ended December 31:2003


2,600


1,651



4,2512004


2,600


1,651



4,2512005


22,320


1,651



23,9712006


10,170


1,651



11,8212007


10,170


1,651



11,821Thereafter





22,999



22,999Total scheduled cash payments


48,850


31,667



80,517Less amounts representing interest





(18,447
)


(18,447
)Total amounts classified as debt/capital lease obligations at September 30, 2002

$
48,850

$
13,220


$
62,070





The fair market value of borrowings under the Senior Credit Facility and Senior
Subordinated Notes continue to approximate their carrying value at September 30, 2002 as their applicable interest rates approximate current market rates.




8




---

##### Table of Contents




Under the revised financing agreements, the Company is required to comply with certain restrictive
financial ratios and covenants relating to minimum net worth, minimum fixed charge coverage, minimum interest coverage, funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization), and maximum capital expenditures, as well
as other customary covenants, representations, warranties and funding conditions. The Company was in compliance with all financial debt covenants at September 30, 2002.





Maintenance of these ratios and covenants is an ongoing focus given the uncertain economic climate in the United States and price stability of PVC pipe and PVC resin. We implemented various cost
reduction efforts in 2001 and continue to monitor our operations and identify cost reduction opportunities to maintain compliance with our debt covenants.





In November 1999, under covenants of our Senior Credit Facility, we entered into a fixed rate agreement for three years with a LIBOR rate of 6.46%. The fixed-rate agreement expired in September 2002. Based on our current
assessment of interest rates, we elected to not enter into another fixed-rate agreement.





|7. |  | Litigation
|-- |  | ----------




From time to time we are a party to various claims and litigation matters incidental to our normal course of business. We are not a party to any material litigation and are not aware of any threatened litigation that would have a
material adverse effect on our business.




9




---

##### Table of Contents

ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS





PW EAGLE, INC.


---




The following table sets forth items
from our Statement of Operations as a percentage of net sales:





Three months ended Sept. 30,


Nine months ended Sept. 30,2002


2001


2002


2001Net sales

100.0
%

100.0
%

100.0
%

100.0
%Cost of goods sold

73.5


93.9


78.5


87.9Gross profit

26.5


6.1


21.5


12.1Operating expenses

12.0


14.4


13.4


13.4Operating income (loss)

14.5


(8.3
)

8.1


(1.3
)Non-operating expense

4.1


4.8


4.2


4.6Income (loss) before income taxes

10.4


(13.1
)

3.9


(5.9
)Income tax expense (benefit)

4.0


(5.0
)

1.5


(2.3
)Net income (loss)

6.4
%

(8.1
)%

2.4
%

(3.6
)%





We posted net sales of $63.5 million for the three month period ended September 30, 2002.
This is a decrease of 3% compared to the three month period ended September 30, 2001. Pipe pounds sold decreased 24% for the three month period ended September 30, 2002 as compared to the same period in 2001 and decreased 34% compared to the second
quarter of this year. Demand for our products increased during the second quarter due to a growing economy. In addition, as pipe prices increased in the second quarter due to strong demand for our products, our distributors increased their
inventories, further strengthening demand. However, demand for our products decreased in the third quarter as distributors reduced their inventories in anticipation of lower product prices in the seasonally weaker fourth quarter. Average pipe prices
for the three month period ended September 30, 2002, increased 28% as compared to the same period in 2001 and 27% over average pipe prices in the second quarter of this year. The average pipe price increase is a reflection of rapidly increasing raw
material costs and strong demand for our products during the second quarter and maintaining those higher prices in the third quarter.





We
posted net sales of $193.0 million for the nine month period ended September 30, 2002. This is a decrease of 2% compared to the nine month period ended September 30, 2001. Pipe pounds sold increased 1% for the nine month period ended September 30,
2002 as compared to the same period in 2001. Average pipe prices were 3% lower during the nine month period ended September 30, 2002 as compared to the same period in 2001, the result of weaker prices in the winter of 2001/2002, followed by the
sharp increase in prices in the spring of 2002 for the reasons set forth above, reversing the trend experienced in 2001.





Gross profit,
as a percentage of net sales, increased for the three and nine month periods ended September 30, 2002, by 21% and 9%, respectively, as compared to the same periods in 2001. Gross profit percentage increased to approximately 22% of net sales in the
first nine months of 2002 due to a combination of strong demand for pipe and rising PVC resin and pipe prices. PVC resin prices increased in the first seven months of 2002, due to a strong demand for resin and increasing raw material costs. The
strong demand for pipe in the first six months of 2002 allowed us to increase pipe prices at a greater rate than resin price increases, thereby increasing our gross profit percentage. Even though demand for our products weakened in the third
quarter, raw material costs remained relatively constant, allowing us to maintain our gross profit percentage. In addition, the cost reduction measures taken in the second half of 2001 have reduced our cost of goods sold, further enhancing our gross
profit.





Operating expenses, as a percentage of net sales, decreased 2.4% in the third quarter and were unchanged for the nine-month
period ended September 30, 2002 as compared to the same periods in 2001. The decrease in operating expenses in the third quarter of this year is primarily the result of the non-recurring restructuring cost of $1.2 million incurred in the third
quarter of last year.




10




---

##### Table of Contents




The overall decrease in non-operating expense is primarily attributable to a decrease in interest rates
for the unhedged portion of debt, a reduction in the balance of the Revolving Credit Facility and continued payments on the long-term debt.





The income tax provisions for the three and nine months ended September 30, 2002 and 2001 were calculated based on managements estimates of the annual effective rate for the year. The estimated effective tax rate was 38.3% for
all periods presented.





Liquidity and Capital Resources





On September 30, 2002, we entered into a revised financing agreement with the lenders of our Senior Credit Facility and an amended agreement with holders of the Senior Subordinated Notes. Under the
terms of the agreements, the Company increased the amount of its Senior Term Loan from $15.2 million to $18.0 million and decreased the annual principal payments from $2.9 million to $2.6 million. The proceeds of $2.8 million from the revision
of the Senior Term Loan were used to pay down the Revolving Credit Facility to $8.0 million. Changes to certain provisions of the Senior Credit Facility were made to increase the availability of funds under the Revolving Credit Facility by $6.0
million. The maximum amount available under the Revolving Credit Facility was increased from $40 million to $45 million between February and May of each year. The Company incurred $0.2 million in additional financing costs to complete these
transactions. These financing costs will be capitalized and amortized over the life of the respective loans. The interest rates on the Senior Term Loan and the Revolving Credit Facility were reduced by .25% and the term of the Senior Credit Facility
was extended by one year to September 2005.





A schedule of the Companys obligations under various long-term debt arrangements,
including the sale-leaseback transaction accounted for as a capital lease, operating leases and other arrangements, are summarized in the following table:





Scheduled Contractual Obligations

Total

3 months ended 12/31/2002

2003

2004

2005

2006

2007

ThereafterTerm Note

$
18,000

$
650

$
2,600

$
2,600

$
12,150

$


$


$
Senior Subordinated Notes


30,510











10,170


10,170


10,170


Capital lease obligation


31,667


413


1,651


1,651


1,651


1,651


1,651


22,999Operating leases


3,487


208


851


681


312


317


322


796Other notes


340


340

















$
84,004

$
1,611

$
5,102

$
4,932

$
24,283

$
12,138

$
12,143

$
23,795





Under the revised financing agreements, the Company is required to comply with certain
restrictive financial ratios and covenants relating to minimum net worth, minimum fixed charge coverage, minimum interest coverage, funded debt to EBITDA (earnings before interest, taxes, depreciation and amortization), and maximum capital
expenditures, as well as other customary covenants, representations, warranties and funding conditions. The Company was in compliance with all financial debt covenants at September 30, 2002.





Maintenance of these ratios and covenants is an ongoing focus given the uncertain economic climate in the United States and price stability of PVC pipe and PVC resin. We implemented various
cost reduction efforts in 2001 and continue to monitor our operations and identify cost reduction opportunities to maintain compliance with our debt covenants.





In November 1999, under covenants of our Senior Credit Facility, we entered into a fixed rate agreement (the Contract) for three years with a LIBOR rate of 6.46%. The fixed-rate agreement expired in September
2002. Based on our current assessment of interest rates, we elected to not enter into another fixed-rate agreement.




11




---

##### Table of Contents




At September 30, 2002, the company had working capital of $15.3 million and excess borrowing capacity
under our Revolving Credit Facility of $32.0 million less outstanding letters of credit totaling $2.4 million, primarily from the capital lease initiated in the first quarter of 2002.





Cash provided from operating activities was $10.8 million in the first nine months of 2002, compared to $1.0 million in the first nine months of 2001. The primary source of cash in 2002 was net income
of $4.6 million plus non-cash expenses of $9.1 million less a $3 million net increase in other operating activities.





Investing
activities provided $0.9 million for the first nine months of 2002, primarily resulting from the $1.3 million sale of the Hillsboro facility and certain equipment, partially offset by capital expenditures of $0.6M. We used $3.2 million in the first
nine months of 2001 for investing activities, primarily for capital expenditures in our manufacturing facilities.





Financing activities
used $11.0 million in 2002. In 2002, we entered into a sale-leaseback transaction, generating $13.4 million in proceeds. We used $8.8 million of the proceeds and cash generated from operations to reduce term debt. The remaining sale-leaseback
proceeds were applied to pay down the Revolving Credit Facility. Debt issuance and financing costs of $0.9 million were incurred to complete both the sale-leaseback and the revisions to the Senior Credit Facility. These costs will be amortized and
expensed as interest expense over the life of the respective loans.





We had commitments for capital expenditures of $0.3 million at
September 30, 2002, which we intend to fund from operating profits. Additional sources of liquidity, if needed, include our Revolving Credit Facility. We believe we have the financial resources needed to meet our current and future business
requirements, including working capital requirements.





We announced a restructuring plan on July 26, 2001 to align our operations with
market conditions. The restructuring plan included an 11% reduction to the Companys workforce, permanently closing the Hillsboro manufacturing facility, temporarily closing our Phoenix facility and initiating focused cost reduction programs
throughout the Company. By September 30, 2002, we paid out approximately $908,000 in severance payments and $71,000 in other costs, with a remaining balance of $121,000 to be paid in contracts extending through April 2004. Severance payments of
$48,000 were paid in the third quarter.





New Accounting Pronouncements





Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. This
standard establishes new guidance on accounting for goodwill and intangible assets after a business combination is completed. The standard discontinues the amortization of goodwill and indefinite lived intangible assets, requiring instead the
periodic testing of these assets for impairment. Goodwill, net of accumulated amortization, was $3.7 million as of December 31, 2001 and is included in Other assets (long-term) on the accompanying balance sheet. The Company completed its
transitional impairment testing during the second quarter of fiscal 2002. No change was made to the carrying value of goodwill as a result of the adoption of SFAS No. 142. The policy for the periodic testing for impairment was finalized with the
completion of the transitional testing. This annual testing was completed in the third quarter of 2002 and required no change to the carrying value of goodwill. The effect of adopting the new standard will reduce annual amortization expense by
$69,000 net of tax. Had SFAS No. 142 been effective January 1, 2002, net income and earnings per share for the three and nine months ended September 30 would have been reported as follows:





(in thousands, except per share amounts)





Three months ended


Nine months endedSept. 30, 2002

Sept. 30, 2001


Sept. 30, 2002

Sept. 30, 2001Net income (loss):As reported

$
4,083

$
(5,303
)

$
4,614

$
(7,215
)Effect of goodwill amortization





17






52As adjusted

$
4,083

$
(5,286
)

$
4,614

$
(7,163
)Basic earnings per share:As reported

$
.61

$
(.79
)

$
.69

$
(.99
)Effect of goodwill amortization












.01As adjusted

$
.61

$
(.79
)

$
.69

$
(.98
)Diluted earnings per share:As reported

$
.43

$
(.79
)

$
.49

$
(.99
)Effect of goodwill amortization












.01As adjusted

$
.43

$
(.79
)

$
.49

$
(.98
)





There have been no changes in the carrying amount of goodwill for the nine months ended
September 30, 2002.





Effective January 1, 2002, the Company also adopted SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of. This standard broadens the presentation of discontinued operations to include disposals of assets below the segment level.





In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. The standard requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. Costs covered by the standard include lease termination costs and certain employee severance costs that are associated with a
restructuring, discontinued operation, plant closing, or other exit or disposal activity. This statement is to be applied prospectively to exit or




12




---

##### Table of Contents




disposal activities initiated after December 31, 2002. Management believes the adoption of the
provisions of this statement will not have a material effect on the Companys financial statements.





Future Outlook and Risks to
Our Business





INFORMATION IN THIS OUTLOOK SECTION AND OTHER STATEMENTS IN THIS FORM 10-Q ARE FORWARD LOOKING INFORMATION 
ACTUAL RESULTS MAY DIFFER





The statements contained above in Managements Discussion and Analysis of Financial Condition and Results
of Operations that are not strictly historical and the statements set forth in this Outlook section are forward-looking statements made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements
reflect our expectations and beliefs as of November 8, 2002 and are based on information known to us and our assumptions as of that date. These forward-looking statements involve known and unknown business risks and risks that we cannot control. As
a result, our statements may not come true and our operating results may differ materially from our stated expectations and beliefs.





Some of our current beliefs and expectations are discussed below along with risk factors that impact our business and industry.





Forward-Looking Statements





We believe the Gross Domestic Product (GDP) is closely correlated to the demand for
PVC resin and PVC pipe and we recognize that our business is tied to economic cycles. Gross Domestic Product (GDP) improved significantly in the first three quarters of 2002 increasing 5.0%, 1.3% and 3.1%, respectively. Because PVC producers and
pipe producers began 2002 with low finished goods inventories and GDP has improved, we believe the demand for PVC pipe and PVC resin was greater than supply during the first half of the year. We also believe that some of the demand for PVC pipe
during the second quarter was the result of our customers increasing their inventory levels. Distributors began to decrease inventories during the third quarter in anticipation of lower product prices and we believe they will continue to do so in
the fourth quarter. In addition, pipe shipments have historically been slow during the late fall and winter. As a result, we expect shipping volumes to decrease in the fourth quarter. We also believe that the demand for PVC resin and PVC pipe will
be less than supply during the fourth quarter of this year. Given these industry conditions, we would also expect our margins to decrease in the fourth quarter. As a result of these factors, we believe the financial performance for the fourth
quarter of this year will be a loss, but will be stronger than the fourth quarter of either 2001 or 2000.





We believe inventory levels of
PVC pipe and PVC resin will be low at the end of 2002, making it likely that the demand for PVC pipe and PVC resin will be greater than supply during the first half of 2003, providing there is moderate growth in the economy. In addition, the
production of PVC resin may be limited by the availability of chlorine, a major raw material component. This combination of industry conditions could lead to increased product pricing and increased margins in 2003.





Demand for PVC resin was strong and resin producers implemented a two-cent per pound price increase for February, March, April and May, a four-cent per pound
price increase for June and a two-cent per pound increase for July 2002. PW Eagle and the PVC pipe industry implemented and announced several pipe price increases in response to these resin price increases. In September, resin producers announced a
one-cent per pound decrease in response to weakening demand. Further price decreases are expected during the seasonally slow fourth quarter of 2002 which will have a negative inpact on our margins.





Over time, we expect the demand for plastic pipe to grow as acceptance of plastic pipe over alternative pipe materials continues and the overall economy
continues to grow. Industry growth projections call for sales growth rates for plastic pipe of three percent or greater in 2003. The actual growth rate may be less than or greater than three percent based on short-term economic conditions. We have
historically grown, and expect in the future to grow, at rates in excess of industry averages due to our emphasis on customer satisfaction and product quality. Our strategy has been, and continues to be, to concentrate growth initiatives in higher
profit products and geographic regions.




13




---

##### Table of Contents




In response to the reduction in the price and demand for PVC resin and PVC pipe in 2001, we implemented
operational and financial restructuring plans. In July 2001, we announced an operational restructuring plan in response to the existing unfavorable PVC resin and PVC pipe price and poor economic conditions. We permanently closed and sold the
Hillsboro, Oregon production facility, and temporarily suspended operations of the Phoenix, Arizona manufacturing facility until customer demand requires additional capacity. In the first quarter of 2002, we decreased our operating expenses,
eliminating non-essential costs, and increased our production efficiencies. We also successfully completed our financial restructuring plan. Elements of the plan included a $13.7 million real estate sale-leaseback financing transaction, the sale of
our Hillsboro facility and certain equipment for approximately $1.3 million and the revision of our lending agreements.





We believe the
operational restructuring we completed in 2001 and the financial restructurings we completed in February 2002 and September 2002 have positioned the Company for continued viability and future success. We believe these restructurings will allow us to
meet our fixed charges, even if the unfavorable economic conditions that we faced in 2001 return.





Risk Factors





The pipe industry and our business are heavily dependent on the price and trend of PVC resin, our main raw material.





Our gross margin percentage is sensitive to PVC and PE raw material resin prices and the demand for PVC and PE pipe. Historically, when resin prices are rising
or stable, our margins and sales volume have been higher. Conversely, when resin prices are falling, our sales volumes and margins have been lower. During 2002, PVC resin producers implemented PVC resin price increases of $.02 per pound for
February, March, April and May, a four-cent per pound price increase for June and a $.02 per pound increase for July for a total of $.14 per pound for the first seven months of 2002. In September, resin prices dropped $.01 per pound in response to
reduced sales volumes.





Our gross margin decreases when the supply of PVC resin and PVC pipe is greater than demand. Conversely, our
gross margins improve when PVC resin and PVC pipe are in short supply. At the end of 2001, PVC resin producers and PVC pipe producers and distributors had reduced inventories to historically low levels. In April 2001, a major producer of PVC resin
filed for bankruptcy and, during the first quarter, ceased operations at two manufacturing facilities. This has resulted in a reduction of approximately one billion pounds of production capacity, or 5% of the North American industry capacity. A
portion of this idled capacity may be re-started in 2003.





The demand for our products is directly affected by the growth and
contraction of the Gross Domestic Product and economic conditions.





Due to the commodity nature of PVC resin and PVC pipe and the
dynamic supply and demand factors worldwide, the markets for both PVC resin and PVC pipe have historically been very cyclical with significant fluctuations in prices and gross margins. Generally, after a period of rising or stable prices, capacity
has increased to exceed demand with a resulting decrease in prices and gross margins. Over the last ten years, there have been consolidations in both markets, particularly with respect to PVC resin manufacturers. During the same period, the capacity
of the PVC resin producers has increased from just over 9 billion pounds to almost 17 billion pounds today. Published PVC resin prices have fluctuated from a low of approximately $.26 per pound in 1992 to a high of approximately $.40 per pound in
1995 to a low of approximately $.25 per pound in 1999 to a high of approximately $.40 per pound in 2000 to a low of approximately $.25 per pound at the end of 2001 to its current level of approximately $.38 per pound in September 2002.





While we expect the demand for PVC pipe to continue to increase over the long term, we also expect that the industry will continue to be subject to
cyclical fluctuations when supply will exceed demand, driving prices and gross margins down. These conditions could result from a general economic slowdown, either domestically or elsewhere in the world, or capacity increases in either the PVC resin
or PVC pipe markets. As a result of the size of both the PVC resin and PVC pipe markets and the consolidation that has occurred in these industries, we believe that fluctuations in prices from capacity increases are likely to be less extreme than
they have been historically.




14




---

##### Table of Contents




General economic conditions both in the United States and abroad will, however, continue to have a
significant impact on our prices and gross margins.





We have a significant amount of outstanding debt and must continue to operate our
business to meet our outstanding obligations.





We have a significant amount of indebtedness outstanding. As a result, we must
allocate a significant portion of cash resources to pay the principal and interest on this debt. During 2002, we implemented financial restructurings to reduce our annual fixed charges. While we believe these restructurings will allow us to meet our
fixed charges even if the unfavorable economic conditions we faced in 2001 return, economic and market conditions could develop that cause us not to meet our fixed charges and default on our credit facilities. In the event of default, we will be
required to either obtain a waiver from our lenders or amend our lending agreements. There is no assurance that our lenders, note holders and lessors will waive any future default or agree to any future amendments of our credit facilities and
leases. If we fail to obtain a waiver or amendment, we would be required to obtain new financing from alternative financial sources. There is no assurance that we could obtain new financing, and if we did, there is no assurance that we could obtain
terms as favorable as our current credit facilities.





Interest rates affect our ability to finance our indebtedness and may adversely
affect the demand for our products when higher rates slow the growth of the economy.





We financed the purchase of PWPipe in 1999
using a $100 million Senior Credit Facility and approximately $32 million of Senior Subordinated Notes. On February 28, 2002, we completed a financial restructuring to reduce our floating interest rate term notes from $27.5 million to $17.6 million.
This debt has been further reduced to $15.9 million at the end of the second quarter. On September 30, 2002 we lowered the Revolving Credit Facility by $2.8 million and increased our floating interest rate term note $2.8 million from $15.2 million
to $18.0 million to improve operational flexibility. Changes to certain provisions of the Senior Credit Facility were made to increase the availability of funds under the Revolving Credit Facility by $6.0 million. The maximum amount available under
the Revolving Credit Facility was increased from $40 million to $45 million between February and May of each year. The interest rates on the Senior Term Loan and the Revolving Credit Facility were reduced by .25% and the term of the Senior Credit
Facility was extended by one year to September 2005. However, even with the financial and operational restructuring, our ability to service our debt remains sensitive to an increase in interest rates. An increase in interest rates would further
challenge our ability to pay the interest expense on our debt. In addition, an increase in interest rates could slow the growth of the economy and affect the demand for our products.





Other risk factors





In addition to the risk factors discussed above, our business
is also affected by the following: (i) adverse weather conditions that result in a slow down in construction and the demand for our products; (ii) competition in the PVC resin and pipe industry that puts pressure on the price of PVC resin and demand
for PVC pipe; and (iii) net operating loss utilization. For financial reporting purposes, the Companys cumulative deferred tax asset recorded in prior years totaling approximately $13.5 million associated with net operating loss carryforwards
has been fully utilized, including approximately $4.0 million in the first half of 2000. We have evaluated tax-reporting compliance relating to the past and fiscal 2000 utilization of the net operating loss carryforwards, and believe we have
complied with the requirements in all respects. A failure to meet the requirements could result in a loss or limitation of the utilization of carryforwards, which could have a material adverse effect on our financial position and results of
operations in future periods.





ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are exposed to
certain market risks on $26.0 million of outstanding variable interest-rate debt obligations at September 30, 2002. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. Market risk is
estimated, as the potential increase in fair value resulting from a hypothetical one-percent increase in interest rates, which would result in an annual interest expense increase of approximately $260,000.





We do not enter into derivatives or other financial instruments for trading or speculative purposes. We only enter into financial instruments to manage and
reduce the impact of changes in interest on our credit facility. In November 1999, under covenants of our Senior Credit Facility, we entered into a fixed rate agreement (the




15




---

##### Table of Contents




Contract) for three years with a LIBOR rate of 6.46%. The fixed-rate agreement expired in
September 2002. Based on our current assessment of interest rates, we elected to not enter a future fixed-rate agreement.





ITEM 4.    CONTROLS AND PROCEDURES





The Companys chief executive officer and chief
financial officer have evaluated the effectiveness of the Companys disclosure controls and procedures, (as defined in Rule 13a-14 (c) and 15-d-14(c)) within 90 days of the filing date of this Quarterly Report on Form 10-Q. Based upon their
evaluation, the chief executive officer and chief financial officer concluded that the Companys disclosure controls and procedures are effective and designed to ensure that material information relating to the Company would be made known to
them.





There were no significant changes in the Companys internal controls or in other factors that could significantly affect
those controls subsequent to the date of the Companys most recent evaluation of internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.




16




---

##### Table of Contents

PART II.    OTHER INFORMATION





ITEM 1.    LEGAL PROCEEDINGS





From time to time we are a party to various claims and
litigation matters incidental to our normal course of business. We are not a party to any material litigation and are not aware of any threatened litigation that would have a material adverse effect on our business.





ITEM 2.    CHANGES IN SECURITIES





None.





ITEM 3.    DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None.





ITEM 5.    OTHER INFORMATION





On August 26, 2002 the Company offered George Long, a former
director of the Company, to surrender 20,225 shares of PW Eagle, Inc. stock to the Company at $4.70 per share as payment for his stock loan and accrued interest of approximately $95,000. Mr. Long accepted the terms of the Companys offer on
August 30, 2002. The average price for the stock for the first 26 days of August was $4.75. The closing of price the stock on August 26, 2002 was $4.68.





ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K





| | (a) |  | Exhibits
| | --- |  | --------




See Exhibit Index on page following certifications.





| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------




None.




17




---

##### Table of Contents

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.








PW EAGLE, INC.





By

/s/    WILLIAM H. SPELLWilliam H. Spell Chief Executive Officer








By

/s/    ROGER R. ROBBRoger R. Robb Chief Financial Officer (Principal Financial and Accounting Officer)








Dated:    November 8, 2002




18




---

##### Table of Contents

CERTIFICATION





I, William H. Spell, Chief Executive Officer of PW
Eagle, Inc., certify that:





|1. |  | I have reviewed this quarterly report on Form 10-Q of PW Eagle, Inc.;
|-- |  | ---------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | The registrants other certifying 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 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
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Dated:    November 8, 2002





Signature:

/s/    WILLIAM H. SPELLWilliam H. Spell Chief Executive Officer




19




---

##### Table of Contents

CERTIFICATION





I, Roger R. Robb, Chief Financial Officer of PW Eagle, Inc., certify that:





|1. |  | I have reviewed this quarterly report on Form 10-Q of PW Eagle, Inc.;
|-- |  | ---------------------------------------------------------------------




|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. |  | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. |  | The registrants other certifying 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 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
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Dated:    November 8, 2002





Signature:

/s/    ROGER R. ROBBRoger R. Robb Chief Financial Officer




20




---

##### Table of Contents

EXHIBIT INDEX








Number

Description10.1

Third Amended and Restated Loan and Security Agreement dated September 30, 2002.10.2

Amendment Number 6 to the Securities Purchase Agreement dated September 30, 2002.99.1

Certification of William H. Spell, Chief Executive Officer.99.2

Certification of Roger R. Robb, Chief Financial Officer.




21