UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended March 31, 2003.
______________
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number 0-4431
__________
Auto-Graphics, Inc.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
California
______________________________________________________________
(State or other jurisdiction of incorporation or organization)
95-2105641
_________________________________
(IRS Employer Identification No.)
3201 Temple Avenue, Pomona, CA 91768
________________________________________
(Address of principal executive offices)
(909) 595 - 7204
___________________________
(Issuer's telephone number)
Total shares of Common Stock issued and outstanding as of May 15, 2003
was 4,904,234.
Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ]
AUTO-GRAPHICS, INC.
Form 10-QSB
March 31, 2003
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheet................1
Unaudited Condensed Consolidated
Statements of Operations
and Comprehensive Income..........................2
Unaudited Consolidated
Statements of Cash Flows..........................3
Notes to the Unaudited Consolidated
Financial Statements..............................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................9
Item 3. Controls and Procedures............................14
PART II. OTHER INFORMATION..................................15
Signatures.........................................16
Certifications.....................................17
-1-
AUTO-GRAPHICS, INC.
Form 10-QSB
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
Unaudited Consolidated Balance Sheet
March 31, 2003
ASSETS
--------------------------------------
Current assets:
Cash $ 25,723
Accounts receivable, less allowance
for doubtful accounts of $25,000 260,626
Unbilled production costs 1,697
Other current assets 188,179
-----------
Total current assets 476,225
Software, net 3,114,733
Equipment, furniture
and leasehold improvements, net 826,066
Other assets 95,540
-----------
$ 4,512,564
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------
Current liabilities:
Accounts payable $ 116,700
Deferred income 1,036,556
Other accrued liabilities 177,057
Accrued payroll and
related liabilities 144,024
Current portion of long-term debt (Note 2) 814,872
-----------
Total current liabilities 2,289,209
Long-term debt,
less current portion 29,228
Deferred taxes based on income 73,000
-----------
Total liabilities 2,391,437
Stockholders' equity:
Common stock,
12,000,000 shares authorized,
4,904,234 shares issued and
outstanding in 2003 4,262,169
Accumulated deficit ( 2,141,319)
Other comprehensive income/(loss) 277
-----------
Total stockholders' equity 2,121,127
-----------
$ 4,512,564
===========
See Notes to Unaudited Consolidated Financial Statements.
-2-
AUTO-GRAPHICS, INC.
Form 10-QSB
Unaudited Condensed Consolidated Statements of Operations and
Comprehensive Income
For the Three Months Ended March 31,
2003 2002
---------- ----------
Net sales (See Note 3) $1,518,044 $1,636,006
Costs and expenses:
Cost of sales 850,396 938,483
Selling, general & administrative 552,029 656,791
---------- ----------
Total costs and expenses 1,402,425 1,595,274
---------- ----------
Income from operations 115,619 40,732
Interest/other income/(expense) (11,289) ( 25,052)
---------- ----------
Income before taxes
and minority interests 104,330 15,680
Provision for taxes
based on income (See Note 4) 3,000 --
Minority Interests -- ( 11,559)
---------- ----------
Net income and total
comprehensive income $ 101,330 $ 27,239
========== ==========
Basic earnings per share $ .02 $ .01
Basic weighted average
shares outstanding 4,904,234 4,997,234
Diluted earnings per share $ .02 $ .01
Diluted weighted average
shares outstanding 5,780,486 4,997,234
See Notes to Unaudited Consolidated Financial Statements.
-3-
AUTO-GRAPHICS, INC.
Form 10-QSB
Unaudited Consolidated
Statements of Cash Flows
For the Three Months Ended March 31,
Increase (Decrease) in Cash
2003 2002
---------- ----------
Cash flows from operating activities:
Net income $ 101,330 $ 27,239
Adjustments to reconcile
net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 288,643 286,899
Minority Interests ( 11,559)
Changes in operating assets
and liabilities:
Accounts receivable 71,541 249,155
Unbilled production costs 1,701 ( 16,066)
Other current assets (13,032) ( 24,079)
Other assets (16,093) 8,673
Accounts payable (137,869) 32,986
Deferred income (345,190) ( 185,649)
Other accrued liabilities (208,171) ( 10,001)
Accrued payroll and
related liabilities (92,774) ( 201,834)
Net cash provided by ---------- ----------
operating activities (349,914) 155,764
Cash flows from investing activities:
Capital expenditures (132,032) ( 129,674)
Cash flows from financing activities:
Principal borrowings/(payments)
under long-term debt agreements, net 475,792 ( 43,511)
Receipts from notes receivable - stock -- 2,067
Cash used in ---------- ----------
financing activities 475,792 ( 41,444)
---------- ----------
Net decrease in cash (6,154) ( 15,354)
Foreign currency effect on cash 13,947
Cash at beginning of period 31,877 122,029
---------- ----------
Cash at end of period $ 25,723 $ 120,622
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 20,694 $ 33,050
Income taxes 26,291 2,435
See Notes to Unaudited Consolidated Financial Statements.
-4-
AUTO-GRAPHICS, INC.
Form 10-QSB
Notes to
Unaudited Consolidated Financial Statements
March 31, 2003
NOTE 1. The unaudited consolidated financial statements included
herein have been prepared by Registrant and include all normal and
recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial position at
March 31, 2003, the results of operations and the statement of cash
flows for the three months ended March 31, 2003 and 2002 pursuant
to the rules and regulations of the Securities and Exchange
Commission. The consolidated financial statements include the
accounts of Auto-Graphics, Inc. and its wholly-owned owned subsidiaries.
All material intercompany accounts and transactions have been eliminated.
The results of operations for the subject periods are not necessarily
indicative of the results for the entire year.
This Quarterly Report on Form 10-QSB is qualified in its entirety by
the information included in the Company's Annual Report to the SEC on
Form 10-K for the period ending December 31, 2002 including, without
limitation, the financial statements and notes therein.
NOTE 2. The Company was in compliance with its financial loan covenants as
of March 31, 2003 under its bank credit agreement. The outstanding loan
balance of the line of credit was $790,000 ($285,000 available) out of a
total commitment of $1,075,000 at March 31, 2003. The interest rate on
the line of credit is the bank prime rate plus four percentage points (8.25%
at April 1, 2003) over the remaining loan term. The Company's bank line
of credit facility matures each year in June (June 2, 2003) and is therefore
reported as a current liability in the Company's balance sheet for quarter
ended March 31, 2003. The credit line is secured by all of the assets of the
Company and its subsidiaries. It also requires that the Company maintain
certain minimum financial covenant ratios, restricts the payment of cash
dividends, and limits the amount of certain types of equity investments, the
repurchase of Company stock and loans to third parties and subsidiaries.
In February 2003, A-G Canada, Ltd. a wholly-owned Canadian subsidiary of the
Company, pledged a Guaranteed Income Certificate in the amount of $45,000 to
Toronto Dominion Bank as collateral for a four-year Letter of Credit in the
amount of $45,000.
-5-
AUTO-GRAPHICS, INC.
Form 10-QSB
Notes to
Unaudited Consolidated Financial Statements
March 31, 2003
Note 3. Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information" establishes
standards for reporting information about operating segments in interim and
annual financial statements.
The following table summarizes sales based on the location of the customers
and assets based on the location of the asset presented on the basis of
generally accepted accounting principles for the three months ended March
31, 2003, and 2002:
2003 2002
----------- -----------
Geographic areas
Net sales
United States $ 1,289,191 $ 1,403,258
Foreign - Canada/Other 228,854 232,748
Long-lived assets, net
United States 3,931,261 4,464,884
Foreign - Canada 9,538 48,066
Note 4. Deferred tax assets and liabilities are recognized for the expected
future tax consequences of events that have been reported in the Company's
financial statements or tax returns. At December 31, 2002, the Company had
available net operating loss carryforwards for federal income tax purposes of
$3,151,000, $1,115,000 for state income tax purposes and $1,055,000 for
foreign income tax purposes. A valuation allowance reflects the unrecognized
U.S. and foreign tax loss carryforward. These net operating loss
carryforwards may be used to offset federal income taxes through 2022, state
income taxes through 2010 and foreign income taxes through 2007.
Note 5. Earnings Per Share
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
requires the presentation of basic earnings per share and diluted earnings
per share. Basic and diluted earnings per share computations presented by
the Company conform to the standard and are based on the weighted average
number of shares of Common Stock outstanding during the year.
On May 3, 2002 and July 17, 2002, Company's Board of Directors granted
stock options for a total of 255,000 shares of the Company's "restricted"
Common Stock to directors and certain employees.
-6-
AUTO-GRAPHICS, INC.
Form 10-QSB
Notes to
Unaudited Consolidated Financial Statements
March 31, 2003
In February, 2003, the Company issued 621,252 warrants (at an exercise price
of $0.01 per warrant) to two directors to purchase 621,252 shares of the
Company's "restricted" common stock at an exercise price of $0.01 per share.
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations:
Net Income Shares Per Share
---------- ---------- ---------
Three months ended March 31, 2003
---------------------------------
Basic earnings per share
Net income available to
common stockholders $ 101,330 4,904,234 $ 0.02
Effect of dilutive securities
Stock options 255,000
Warrants 621,252
---------- ---------- ---------
Diluted earnings per share
Net income available to
common stockholders $ 101,330 5,780,486 $ 0.02
Net Income Shares Per Share
---------- ---------- ---------
Three months ended March 31, 2002
---------------------------------
Basic earnings per share
Net income available to
common stockholders $ 27,239 4,997,234 $ 0.01
Effect of dilutive securities
None. --
---------- ---------- ---------
Diluted earnings per share
Net income available to
common stockholders $ 27,239 4,997,234 $ 0.01
-7-
AUTO-GRAPHICS, INC.
Form 10-QSB
Notes to
Unaudited Consolidated Financial Statements
March 31, 2003
Note 6. Legal Proceedings
On May 9, 2001 the Company terminated the services of its long-time outside
counsel, Robert H. Bretz. Mr. Bretz was also a director and shareholder of
the Company. Following his termination, Mr. Bretz began to file multiple
lawsuits (a total of eight) against the Company, its current and former
officers, directors and counsel. On January 16, 2003 the Company settled the
existing lawsuits with Mr. Bretz dismissing all of the lawsuits, including his
lawsuit to recover approximately $65,000 for previously billed services to the
Company, in return for a payment of $15,000.
Note 7. Recently Issued Accounting Pronouncements
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,
which rescinds FASB Statement No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that Statement, FASB Statement No.
64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This
Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate an
inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. The Company believes
the adoption of this Statement will have no material impact on its financial
statements.
In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities, which addresses accounting for restructuring
and similar costs. SFAS No. 146 supersedes previous accounting guidance,
principally Emerging Issues Task Force (EITF) Issue No. 94-3. The Company
will adopt the provisions of SFAS No. 146 for restructuring activities
initiated after December 31, 2002. SFAS No. 146 requires that the liability
for costs associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF No. 94-3, a liability for an exit cost was
recognized at the date of a company's commitment to an exit plan. SFAS No.
146 also establishes that the liability should initially be measured and
recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of
recognizing future restructuring costs as well as the amount recognized. The
Company believes the adoption of this Statement will have no material impact
on its financial statements based on the Company's current plans.
-8-
AUTO-GRAPHICS, INC.
Form 10-QSB
March 31, 2003
In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others," which
interprets the guidance of FASB Statement No. 5. Specifically, Interpretation
No. 45 requires that a guarantor recognize at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee and augments the disclosure in interim and annual financial
statements. The Company believes the adoption of this Interpretation will
have no material impact on its financial statements.
In December, 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard (SFAS) No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure, which amends the transition and
disclosure requirements of SFAS No. 123, Accounting for Stock-Based
Compensation. The statement requires more frequent and prominent disclosure
of stock-based compensation expense in annual and interim financial statements
beginning in fiscal years ending after December 15, 2002. The Company has
adopted the statement commencing with its fiscal year ended December 31, 2002
and the statement has not had a material adverse effect on the Company's
financial statements.
In April, 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard (SFAS) No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. The Statement further
clarifies accounting for derivative instruments. The Company believes the
adoption of this Statement will have no material impact on its financial
statements.
-9-
AUTO-GRAPHICS, INC.
Form 10-QSB
March 31, 2003
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
CRITICAL ACCOUNTING POLICIES
The Company maintains its accounting books and records in accordance with
accounting principles generally accepted in the United States of America. The
preparation of the financial statements of the Company in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities and
sales and expenses during the reporting period. These estimates are based on
information available as of the date of the financial statements. Actual
results may materially differ from those estimated. The Company's critical
accounting policies include the following:
+ Capitalized software development costs
+ Amortization of software development costs
+ Revenue Recognition
The Company accounts for internally developed software in accordance with
Statement of Financial Accounting Standard (SFAS) No. 86, "Accounting for the
Costs of Computer Software to Be Sold, Leased or Otherwise Marketed." After
technical feasibility has been established, the Company capitalizes the
average cost per billable hour of its software development process including
payroll and payroll benefits, training and recruiting costs. The Company
collects and records the software development hours invested in software
development projects. Annually, the Company evaluates these accumulated costs
for recoverability against estimated future revenues and determines the
amount, which will be capitalized. The Company generally capitalizes
approximately two-thirds of the annual software development project costs
eligible for capitalization and expenses the remainder. To the extent that
more development costs are capitalized, the Company's current net income
will improve, and, to the extent that more software development costs are
expensed instead of capitalized, the Company's current net income will
decline. Because of the effect on earnings, the Company endeavors to
capitalize a relatively consistent amount year-to-year to minimize the
fluctuation in earnings.
-10-
AUTO-GRAPHICS, INC.
Form 10-QSB
March 31, 2003
The Company amortizes its software development costs in accordance with the
estimated economic life of the software, which generally is seven years.
The Company's typical product lifecycle has been about 15 years, which was
true for its prior film/fiche product line, CD-ROM product line and current
Internet/Web product line, which has now been deployed for nine years and
is still growing. To the extent the average actual useful life varies
significantly from the estimated useful life, amortization expense may be
understated or overstated. Generally, amortization expense averages less
than 15% of the corresponding revenue stream.
Revenue recognition policies vary according to the nature of the revenue. The
Company's primary revenue stream is outsourced web hosting services which are
sold on a subscription basis. Services are billed in advance on an annual or
quarterly basis. Revenue is recognized monthly on a pro-rata basis i.e., for
a twelve month contract, one-twelfth of the revenue is recognized each month
as services are rendered. Revenues which have been billed and collected in
advance are booked as deferred income until the services are provided and
revenues earned. Certain insignificant annual subscriptions for databases
and software support typically are recognized as revenue in the month they
are billed. Certain cost of sales and overhead costs for providing future
software support services are accrued as expense in accordance with SOP 97-2,
"Software Revenue Recognition," as amended by SOP 98-4 and 98-9, and thereby
matching revenues and expenses. Certain contract job processing services are
progress billed and revenues recognized as the processing services are
performed on a monthly basis. Certain software and hardware sales are billed
when the product is shipped and title passes to the customer.
-11-
AUTO-GRAPHICS, INC.
Form 10-QSB
March 31, 2003
Liquidity and Capital Resources
The working capital deficit decreased by $237,000 to a negative $1,813,000
from $2,050,000 in 2002, primarily as a result of a significant decrease in
liabilities and deferred income of $784,000 partially offset by an increase
in borrowing on the bank line of credit of $480,000. Working capital is
being adversely affected by the requirement to report the $790,000 bank line
of credit as a current liability under generally accepted accounting
principles since it matures in June of 2003 (see below). Net cash used by
operating activities in 2003 was approximately $350,000 down $506,000 from
$156,000 in funds provided by operating activities in 2002, as a result of
the decrease in liabilities and deferred income of $784,000. The Company's
primary ASP product lines are sold on an annual subscription basis with fees
for services billed to the customer and paid annually or quarterly in advance.
This cash is received and booked to customer advances (deferred income on the
balance sheet) to be applied as the monthly sales revenues are earned and
recognized on a pro-rata basis. As the actual cash is received, it is used
to pay down the line of credit. A growing percentage of sales (currently
over 65%) of the Company's sales revenues are now being paid through customer
advances without flowing through accounts receivable. The average accounts
receivable balance is therefore lower (approximately one-third) what it would
otherwise historically be and there is a substantial deferred income balance
in current liabilities representing revenues to be earned from future
services to customers who have paid in advance.
At December 31, 2002, the Company's principal financial commitments, other
than its bank line of credit, involved the lease of corporate facilities in
Pomona, California and in Toronto, Canada. Total commitments over next five
years total approximately $1.0 million.
The Company's principal uses of cash for investing activities during 2003 and
2002 were directed primarily towards continuing development of the Company's
Agent(TM), VERSO(TM) and Impact/ONLINE(TM) software. The amounts invested
in software development were $125,000 in both 2003 and 2002. The remainder
of investing activities were to acquire hardware and software used to expand
and enhance online services to the Company's current and prospective
Internet/Web customers. Total capital expenditures were unchanged from
$132,000 in 2003 compared to $130,000 in 2002.
-12-
AUTO-GRAPHICS, INC.
Form 10-QSB
March 31, 2003
Management believes that liquidity and capital resources should be adequate
to fund operations and expected reductions in bank debt in 2003. As of March
31, 2003, the Company was in compliance with all of its loan covenants. In
2002, the Company's primary bank, Wells Fargo Bank, renewed and extended the
terms of its credit agreement for an additional year to June 2, 2003. The
credit facility is a $1.6 million revolving line of credit, which decreases
by $175,000 each quarter on September 30, 2002, December 31, 2002 and March
31, 2003 consistent with the Company's forecasted declining requirements for
financing. The total commitment under the line of credit at March 31, 2003
is $1,075,000 and total borrowing was $790,000 with $285,000 in additional
credit availability. The Company has reached an agreement in principle on
the terms of the renewal of the credit facility. The Company expects that
the bank will continue to reduce the availability under the line of credit
over any renewal period consistent with the Company's declining credit
requirements and will increase the interest rates charged to the Company
under the credit facility. Because the Company's bank line of credit
facility matures in June 2003, it is reported as a current liability in the
Company's balance sheet for the quarter ended March 31, 2003. The Company
has no so-called special purpose entities, off-balance sheet or derivative
financing of any kind. All entities have been consolidated and all material
intercompany accounts and transactions have been eliminated.
This Report includes forward-looking statements which reflect the
Company's current views with respect to future events and financial
performance. The Company undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
-13-
AUTO-GRAPHICS, INC.
Form 10-QSB
March 31, 2003
RESULTS OF OPERATIONS
---------------------
First Quarter 2003 as Compared to First Quarter 2002
----------------------------------------------------
Net sales decreased $118,000 or 7% to $1,518,000 in 2003 from $1,636,000
in 2002 due primarily to declines in sales to publishing customers.
Cost of sales decreased $88,000 or 9% to $850,000 in 2003 from $938,000
in 2002 as a result of cost reductions in publishing production payroll
and office rent. Gross margins increased from $698,000 or 43% of sales
in 2002 to $668,000 or 44% of sales in 2003 due to the above expense
reductions.
Selling, general and administrative expenses decreased $105,000 or 16% to
$552,000 in 2003 from $657,000 in 2002 as a result of a substantial decrease
in legal expenses in 2003 compared to 2002. The substantial legal fees in
2002 were due primarily to the lawsuits with the Company's former general
counsel, Robert H. Bretz. The Company settled with Mr. Bretz in January of
2003 ending the litigation (See Part II, Item 1. "Legal Proceedings").
Income from operations improved to $116,000 in 2003 up from $41,000 in 2002
due to the above expense reductions.
Interest expense/other was $11,000 in 2003 down $14,000 from $25,000 in 2002
due to lower average borrowings and lower interest rates and foreign exchange
gains.
Provision for taxes based on income in 2003 reflects the minimum state
income taxes and the federal and state net operating loss carryforward
(See Note 4 of Notes to Unaudited Consolidated Financial Statements).
Minority interests of $12,000 reflects the outside minority owners'
share of the losses realized by the majority-owned Dataquad subsidiary
in 2002. In December 2002, both majority-owned subsidiaries, Dataquad
and LibraryCard were merged with Auto-Graphics, Inc.
Net income improved by $74,000 to $101,000 in 2003 compared to $27,000 in
2002 due to the above expense reductions.
Both basic and diluted earnings per share were $0.02 in 2003 compared to
$0.01 in 2002.
-14-
AUTO-GRAPHICS, INC.
Form 10-QSB
March 31, 2003
ITEM 3. CONTROLS AND PROCEDURES
As of March 31, 2002, an evaluation was performed, under the supervision
and with the participation of the President and Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures. Based on that evaluation, the President and Chief Financial
Officer, concluded that our disclosure controls and procedures were effective
as of March 31, 2002. No significant changes in internal controls or in
other factors have occurred that could significantly affect controls
subsequent to March 31, 2002.
-15-
AUTO-GRAPHICS, INC.
Form 10-QSB
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On May 9, 2001 the Company terminated the services of its long-time outside
counsel, Robert H. Bretz. Mr. Bretz was also a director and shareholder of
the Company. Following his termination, Mr. Bretz began to file multiple
lawsuits (a total of eight) against the Company, its current and former
officers, directors and counsel. On January 16, 2003 the Company settled the
existing lawsuits with Mr. Bretz dismissing all of the lawsuits, including his
lawsuit to recover approximately $65,000 for previously billed services to the
Company, in return for a payment of $15,000.
Item 2. Changes in Securities and Use of Proceeds. None.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company issued a definitive proxy statement on May 7, 2003 in
preparation for an Annual Meeting of Shareholders on June 17, 2003.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
99.1 Certification by the Chief Executive Officer
99.2 Certification by the Chief Financial Officer
(b) None.
-16-
AUTO-GRAPHICS, INC.
Form 10-QSB
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.
AUTO-GRAPHICS, INC.
Date May 15, 2003 /s/ Robert S. Cope
-------------------- ---------------------------
Robert S. Cope, President
Date May 15, 2003 /s/ Daniel E. Luebben
-------------------- ---------------------------
Daniel E. Luebben,
Chief Financial Officer
-17-
AUTO-GRAPHICS, INC.
Form 10-QSB
CERTIFICATIONS
I, Robert S, Cope, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Auto-Graphics, 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;
-18-
AUTO-GRAPHICS, INC.
Form 10-QSB
CERTIFICATIONS
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.
Date: May 15, 2003
________________
/s/ Robert S. Cope
___________________________________
Robert S. Cope
Chairman of the Board and President
-19-
AUTO-GRAPHICS, INC.
Form 10-QSB
CERTIFICATIONS
I, Daniel E. Luebben, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Auto-Graphics, 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;
-20-
AUTO-GRAPHICS, INC.
Form 10-QSB
CERTIFICATIONS
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.
Date: May 15, 2003
________________
/s/ Daniel E. Luebben
___________________________________
Daniel E. Luebben
Chief Financial Officer
and Secretary