10-Q 1 jd11-11_10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 29, 2002 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 33-81808 BUILDING MATERIALS CORPORATION OF AMERICA (Exact name of registrant as specified in its charter) Delaware 22-3276290 (State of Incorporation) (I. R. S. Employer Identification No.) 1361 Alps Road, Wayne, New Jersey 07470 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (973) 628-3000 See Table of Additional Registrants Below. 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, 1,015,010 shares of Class A Common Stock, $.001 par value, and 15,000 shares of Class B Common Stock, $.001 par value, of Building Materials Corporation of America were outstanding. There is no trading market for the common stock of Building Materials Corporation of America. As of November 8, 2002, each of the additional registrants had the number of shares outstanding which is shown on the table below. No shares were held by non-affiliates.

2 Part I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 3

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 4 BUILDING MATERIALS CORPORATION OF AMERICA CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 5 BUILDING MATERIALS CORPORATION OF AMERICA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Building Materials Corporation of America (the "Company") was formed on January 31, 1994 and is a wholly-owned subsidiary of BMCA Holdings Corporation ("BHC"), which is a wholly-owned subsidiary of G-I Holdings Inc. ("G-I Holdings"). G-I Holdings is a wholly-owned subsidiary of G Holdings Inc. The consolidated financial statements of the Company reflect, in the opinion of management, all adjustments necessary to present fairly the financial position of the Company at September 29, 2002, and the results of operations and cash flows for the periods ended September 30, 2001 and September 29, 2002. All adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"). Certain reclassifications have been made to conform to current year presentation. Note 1. Inventories Inventories consist of the following: December 31, Sept. 29, 2001 2002 ------------ -------- (Thousands) Finished goods ................. $ 66,417 $ 88,058 Work-in-process ................ 8,800 10,665 Raw materials and supplies ..... 29,573 33,147 -------- -------- Total .......................... 104,790 131,870 Less LIFO reserve .............. (2,545) (3,895) -------- -------- Inventories .................... $102,245 $127,975 ======== ======== Note 2. Contingencies Asbestos Litigation Against G-I Holdings In connection with its formation, the Company contractually assumed and agreed to pay the first $204.4 million of liabilities for asbestos-related bodily injury claims relating to the inhalation of asbestos fiber ("Asbestos Claims") of its parent, G-I Holdings. As of March 30, 1997, the Company had paid all of its assumed asbestos-related liabilities. In January 2001, G-I Holdings filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code due to its Asbestos Claims. This proceeding remains pending. Claimants in the G-I Holdings bankruptcy, including judgment creditors, might seek to satisfy their claims by asking the bankruptcy court to require the sale of G-I Holdings' assets, including its holdings of BHC's common stock and its indirect holdings of the Company's common stock. That action could result in a change of control of the Company. In addition, those claimants may seek to file Asbestos Claims against the Company (with approximately 1,900 alleged Asbestos Claims pending against the Company as of September 29, 2002). The Company believes that it will not sustain any liability in connection with 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 2. Contingencies (Continued) these or any other asbestos-related claims. Furthermore, on February 2, 2001, the United States Bankruptcy Court for the District of New Jersey issued a temporary restraining order enjoining any existing or future claimant from bringing Asbestos Claims against the Company. On June 22, 2001, following a hearing, the Bankruptcy Court converted the temporary restraining order into a preliminary injunction, which is expected to remain in effect pending confirmation of a Chapter 11 plan of reorganization for the G-I Holdings estate. On February 7, 2001, G-I Holdings and the Company filed a defendant class action in the United States Bankruptcy Court for the District of New Jersey seeking a declaratory judgment that the Company has no successor liability for Asbestos Claims against G-I Holdings and that it is not the alter ego of G-I Holdings. No trial date has been set by the court. As a result, it is not possible to predict the outcome of this litigation. On May 3, 2002, G-I Holdings and the Company filed a summary judgment motion seeking entry of judgment against the Named Defendants in the action declaring that BMCA is not liable to them under any theory of successor liability or alter ego. On July 1, 2002, the statutory creditors' committee (the "Committee") appointed by the G-I Holdings bankruptcy court filed a motion with the U.S. District Court to withdraw the reference of the declaratory judgment motion to the bankruptcy court. There has been no court ruling on either the motion for summary judgment or the motion to withdraw the reference. On October 18, 2002, the Bankruptcy Court granted the motions filed by G-I Holdings and the Company to file an amended complaint to add as a defendant the legal representative of future demands in the G-I Holdings bankruptcy and to remove the class action allegations, on which motions the court has not ruled. While the Company cannot predict whether any additional Asbestos Claims will be asserted against it, or the outcome of any litigation relating to those claims, the Company believes that it has meritorious defenses to any claim that it has asbestos-related liability, although there can be no assurances in this regard. On February 8, 2001, the Committee established in G-I Holdings' bankruptcy case filed a complaint in the United States Bankruptcy Court for the District of New Jersey against G-I Holdings and the Company. The complaint requests substantive consolidation of the Company with G-I Holdings or an order directing G-I Holdings to cause the Company to file for bankruptcy protection. The Company and G-I Holdings intend to vigorously defend the lawsuit. The Company believes that no basis exists for the court to grant the relief requested. The plaintiffs also filed for interim relief absent the granting of their requested relief described above. On March 21, 2001, the Bankruptcy Court refused to grant the requested interim relief. For a further discussion with respect to the history of the foregoing litigation and asbestos-related matters, see Item 3,"Legal Proceedings," and Notes 3, 11 and 16 to Consolidated Financial Statements contained in the Company's Form 10-K. 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 2. Contingencies (Continued) Environmental Litigation The Company, together with other companies, is a party to a variety of proceedings and lawsuits involving environmental matters ("Environmental Claims"), in which recovery is sought for the cost of cleanup of contaminated Sites or remedial obligations are imposed, a number of which Environmental Claims are in the early stages or have been dormant for protracted periods. At most sites, the Company anticipates that liability will be apportioned among the companies found to be responsible for the presence of hazardous substances at the site. The Company believes that the ultimate disposition of such matters will not, individually or in the aggregate, have a material adverse effect on the liquidity, financial position or results of operations of the Company. For further information regarding environmental matters and other litigation, reference is made to Item 3, "Legal Proceedings" contained in the Company's Form 10-K. Tax Claim Against G-I Holdings The Company and certain of its subsidiaries were members of the consolidated group (the "G-I Holdings Group") for Federal income tax purposes that included G-I Holdings in certain prior years and, accordingly, would be severally liable for any tax liability of the G-I Holdings Group in respect of those prior years. On September 15, 1997, G-I Holdings received a notice from the Internal Revenue Service (the "IRS") of a deficiency in the amount of $84.4 million (after taking into account the use of net operating losses and foreign tax credits otherwise available for use in later years) in connection with the formation in 1990 of Rhone-Poulenc Surfactants and Specialties, L.P., a partnership in which G-I Holdings held an interest. G-I Holdings has advised the Company that it believes that it will prevail in this tax matter, although there can be no assurance in this regard. The Company believes that the ultimate disposition of this matter will not have a material adverse effect on its business, financial position or results of operations. On September 21, 2001, the Internal Revenue Service filed a proof of claim with respect to such deficiency against G-I Holdings in the G-I Holdings bankruptcy. On May 7, 2002, G-I Holdings filed an objection to that proof of claim. On July 13, 2002, the IRS filed a motion with the U.S. District Court for a withdrawal of the reference of G-I Holdings' objection to the proof of claim to the bankruptcy court. If the IRS's proof of claim is sustained, the Company and/or certain of the Company's subsidiaries together with G-I Holdings and several current and former subsidiaries of G-I Holdings would be severally liable for a portion of those taxes and interest. If the IRS were to prevail for the years in which the Company and/or certain of its subsidiaries were part of the G-I Holdings Group, the Company would be severally liable for approximately $40.0 million in taxes plus interest, although this calculation is subject to uncertainty depending upon various factors including G-I Holdings' ability to satisfy its tax liabilities and the application of tax credits and deductions. 8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 3. New Accounting Standards On June 30, 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". With the adoption of SFAS No. 142, effective January 1, 2002, goodwill is no longer subject to amortization over its estimated useful life. However, goodwill will be subject to at least an annual assessment for impairment and more frequently if circumstances indicate a possible impairment. The Company performed an initial fair-value-based goodwill impairment test in the second quarter of 2002. This test resulted in an evaluation that there was no impairment as of January 1, 2002. Net income exclusive of amortization expense for goodwill no longer being amortized is as follows: Third Quarter Ended Nine Months Ended -------------------- ---------------------- Sept. 30, Sept. 29, Sept. 30, Sept. 29, 2001 2002 2001 2002 -------- -------- -------- --------- (Thousands) Reported net income.... $16,862 $15,714 $21,713 $36,074 Add back: Goodwill Amortization .......... 507 - 1,517 - ------- ------- ------- ------- Adjusted net income.... $17,369 $15,714 $23,230 $36,074 ======= ======= ======= ======= Note 4. Subsequent Event On October 4, 2002, the Company exercised an Early Buyout Option amounting to $9.4 million in connection with its sale-leaseback of certain equipment located at its Baltimore, Maryland roofing facility which had been accounted for as a capital lease. Note 5. Guarantor Financial Information All of the Company's subsidiaries, other than BMCA Receivables Corporation, are guarantors under the Company's $100 million secured bank credit facility, the amended and restated $110 million secured bank credit facility, the 10 1/2% Senior Notes due 2003, the 7 3/4% Senior Notes due 2005, the 8 5/8% Senior Notes due 2006, the 8% Senior Notes due 2007 (the "2007 Notes"), and the 8% Senior Notes due 2008. These guarantees are full, unconditional and joint and several. In addition, Building Materials Manufacturing Corporation ("BMMC"), a wholly-owned subsidiary of the Company, is a co-obligor on the 2007 Notes. The Company and BMMC entered into license agreements, effective January 1, 1999, for the right to use intellectual property, including patents, trademarks, know-how, and franchise rights owned by Building Materials Investment Corporation, a wholly-owned subsidiary of the Company, for a license 9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 5. Guarantor Financial Information - (Continued) fee stated as a percentage of net sales. The license agreements are for a period of one year and are subject to automatic renewal unless either party terminates with 60 days written notice. Also, effective January 1, 1999, BMMC sells all finished goods to the Company at a manufacturing profit. Such transactions have been eliminated in consolidation. Presented below is condensed consolidating financial information for the Company, the guarantor subsidiaries and the non-guarantor subsidiary. This financial information should be read in conjunction with the Consolidated Financial Statements and other notes related thereto. Separate financial information for the Company, the guarantor subsidiaries and the non-guarantor subsidiary is not included herein because management has determined that such information is not material to investors. 10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 5. Guarantor Financial Information - (Continued)

11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 5. Guarantor Financial Information - (Continued)

12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 5. Guarantor Financial Information - (Continued)

13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 5. Guarantor Financial Information - (Continued)

14 (NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)- (Continued) Note 5. Guarantor Financial Information - (Continued)

15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)- (Continued) Note 5. Guarantor Financial Information - (Continued)

16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 5. Guarantor Financial Information - (Continued)

17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - (Continued) Note 5. Guarantor Financial Information - (Continued)

18 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - Third Quarter 2002 Compared With Third Quarter 2001 We recorded net income in the third quarter of 2002 of $15.7 million compared with net income of $16.9 million in the third quarter of 2001. The decline in net earnings in the third quarter of 2002 was primarily due to lower operating income partially offset by lower interest expense. Net sales for the third quarter of 2002 were $357.1 million, a decrease from last year's net sales of $376.3 million, with the decline primarily due to lower net sales of residential roofing products. The decrease in net sales of residential roofing products in the third quarter of 2002 reflected lower unit volumes as the harsh winter in 2001 caused a delay in demand in colder climates resulting in unusually strong sales in the third quarter of 2001, partially offset by slightly higher average selling prices. Net sales of commercial roofing products for the third quarter of 2002 were relatively flat compared to 2001. Operating income in the third quarter of 2002 was $40.1 million compared with $43.6 million in the third quarter of 2001. The decrease in operating income was primarily attributable to lower net sales of residential roofing products, as discussed above. The third quarter of 2002 also reflected lower manufacturing costs and lower selling, general and administrative expenses that essentially offset the impact of higher asphalt costs due to higher oil prices. As a result of the initial adoption of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", goodwill amortization, which amounted to $0.5 million in the third quarter of 2001, no longer is being amortized in 2002. Interest expense for the third quarter of 2002 decreased to $13.8 million from $15.1 million for the same period in 2001, primarily due to lower average borrowings and a lower average interest rate. Other expense, net was $1.8 million for the third quarter of 2002 compared with $1.8 million for the same period in 2001. Results of Operations - Nine Months 2002 Compared With Nine Months 2001 For the first nine months of 2002, we recorded net income of $36.1 million compared with net income of $21.7 million in the first nine months of 2001, representing an increase of 66.4%. The increased net earnings in 2002 was primarily the result of higher operating income on higher net sales and lower manufacturing costs together with lower interest expense. Net sales for the first nine months of 2002 were $1,045.8 million, compared with $996.2 million in the same period of 2001, representing an increase of 5.0%. Net sales gains of residential roofing products were partially offset by lower net sales of commercial roofing products. The increase in net sales of residential roofing products reflected higher average selling prices and higher unit volumes, while the decline in net sales of commercial roofing products was attributable to lower average selling prices and slightly lower unit volumes. 19 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Operating income for the first nine months of 2002 was $104.1 million compared with $85.4 million in 2001, representing an increase of 21.9%. The increase in operating income was primarily attributable to higher net sales of residential roofing products together with lower manufacturing costs, partially offset by higher selling, general and administrative expenses and lower net sales of commercial roofing products. As a result of the adoption of SFAS No. 142, goodwill amortization, which amounted to $1.5 million in the first nine months of 2001, no longer is being amortized in 2002. Interest expense for the first nine months of 2002 decreased to $41.5 million from $45.7 million for the same period in 2001, primarily due to lower average borrowings and a lower average interest rate. Other expense, net was $6.1 million for the first nine months of 2002 compared with $5.3 million for the same period in 2001. Liquidity and Financial Condition Net cash inflow during the first nine months of 2002 was $16.8 million, before financing activities, and included $32.6 million of cash generated from operations and the reinvestment of $15.8 million for capital programs. Cash invested in additional working capital totaled $73.2 million during the first nine months of 2002, primarily reflecting seasonal increases in accounts receivable of $71.3 million and $25.7 million in inventories, partially offset by a $23.5 million increase in accounts payable and accrued liabilities. Cash from operating activities also included $15.3 million of net proceeds from the sale of accounts receivable to a third party in connection with our Accounts Receivable Securitization Agreement and a $4.2 million net increase in the net payable to related parties/parent corporations. Net cash used in financing activities totaled $6.6 million during the first nine months of 2002, reflecting $4.3 million in repayments of long-term debt,$2.0 million of distributions and loans to our parent corporations, and $0.2 million in financing fees and expenses. As a result of the foregoing factors, cash and cash equivalents increased by $10.2 million during the first nine months of 2002 to $56.6 million. On October 4, 2002, the Company exercised an Early Buyout Option amounting to $9.4 million in connection with its sale-leaseback of certain equipment located at its Baltimore, Maryland roofing facility which had been accounted for as a capital lease. See Note 4 to Consolidated Financial Statements. See Note 2 to Consolidated Financial Statements for information regarding contingencies. 20 * * * Forward-looking Statements This Quarterly Report on Form 10-Q contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are only predictions and generally can be identified by use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee" or other words or phrases. Similarly, statements that describe the Company's objectives, plans or goals also are forward-looking statements. The Company's operations are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. The forward-looking statements included herein are made only as of the date of this Quarterly Report on Form 10-Q and the Company undertakes no obligation to publicly update forward-looking statements to reflect subsequent events or circumstances. No assurances can be given that projected results or events will be achieved. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Reference is made to Management's Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K for a discussion of "Market-Sensitive Instruments and Risk Management." There were no material changes in such information as of September 29, 2002 and there was no hedging activity in the nine months ended September 29, 2002. Item 4. CONTROLS AND PROCEDURES The Company's Chief Executive Officer and Chief Financial Officer are responsible for the design, maintenance and effectiveness of disclosure controls and procedures (as defined in the Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934). The effectiveness of the disclosure controls and procedures have been evaluated by the Chief Executive Officer and Chief Financial Officer within 90 days of the filing date of this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are adequate and effective. There have been no significant changes in internal controls or in other factors that could significantly affect these internal controls subsequent to the date of the evaluation in connection with the preparation of this quarterly report on Form 10-Q. 21 PART II OTHER INFORMATION Item 1. Legal Proceedings As of September 29, 2002, approximately 1,900 alleged asbestos-related bodily injury claims relating to the inhalation of asbestos fiber are pending against Building Materials Corporation of America ("BMCA"). See Note 2 to Consolidated Financial Statements above. By order dated June 22, 2001, the bankruptcy court overseeing the G-I Holdings bankruptcy ordered a preliminary injunction barring the prosecution of any existing or future asbestos claims against BMCA. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 99.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) No Reports on Form 8-K were filed during the quarter ended September 29, 2002. 22 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BUILDING MATERIALS CORPORATION OF AMERICA BUILDING MATERIALS MANUFACTURING CORPORATION DATE: November 13, 2002 BY: /s/ John F. Rebele ----------------- -------------------------------------------- John F. Rebele Senior Vice President and Chief Financial Officer (Principal Financial Officer) DATE: November 13, 2002 BY: /s/ James T. Esposito ----------------- -------------------------------------------- James T. Esposito Vice President and Controller (Principal Accounting Officer) 23 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant listed below has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BUILDING MATERIALS INVESTMENT CORPORATION DATE: November 13, 2002 BY: /s/John F. Rebele ----------------- ----------------------------------------- John F. Rebele Senior Vice President and Chief Financial Officer (Principal Financial and and Accounting Officer) 24 CERTIFICATION I, William W. Collins, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Building Materials Corporation of America; 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 officer 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 theeffectiveness of theregistrant'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 officer 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 25 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 officer 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: November 13, 2002 /s/ William W. Collins -------------------------------------------- Name: William W. Collins Title: Chief Executive Officer and President 26 CERTIFICATION I, John F. Rebele, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Building Materials Corporation of America; 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 officer 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 suchdisclosure 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 officer 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 27 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 officer 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: November 13, 2002 /s/ John F. Rebele -------------------------------------- Name: John F. Rebele Title: Senior Vice President and Chief Financial Officer 28

BUILDING MATERIALS INVESTMENT CORP 10-Q