##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 or
 o
    
    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: 000-50348
 NATIONSHEALTH, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    06-1688360(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)13630 N.W. 8th Street, Suite 210, Sunrise, Florida
    
    33325(Address of principal executive offices)
    
    (Zip Code)
 (954) 903-5000  (Registrants telephone number, including area code)
 N/A  (Former name, former address and former fiscal year, if changed since last report)
 þ o
  o o þ
 o þ




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##### 



NATIONSHEALTH, INC.
 FORM 10-Q
 FOR THE QUARTER ENDED SEPTEMBER 30, 2007
 INDEX
 PagePART I.Item 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets  as of September 30,
2007 (Unaudited) and December 31, 2006
    
    
    2Condensed Consolidated Statements of Operations (Unaudited) 
for the Three and Nine Months Ended September 30, 2007 and 2006
    
    
    3Condensed Consolidated Statements of Cash Flows (Unaudited) 
for the Nine Months Ended September 30, 2007 and 2006
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4T.
    
    Controls and Procedures
    
    
    24PART II.Item 1.
    
    Legal Proceedings
    
    
    25Item 1A.
    
    Risk Factors
    
    
    25Item 6.
    
    Exhibits
    
    
    26Signatures
    
    
    27Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 NATIONSHEALTH, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands)
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    653
    
    
    $
    4,224Accounts receivable, net of allowances of $14,287 and $12,451, respectively
    
    
    10,370
    
    
    
    6,075Inventory
    
    
    3,074
    
    
    
    1,636Costs related to billings in process, net
    
    
    698
    
    
    
    565Prepaid expenses and other current assets
    
    
    674
    
    
    
    748Total current assets
    
    
    15,469
    
    
    
    13,248Property and equipment, net
    
    
    5,007
    
    
    
    3,557Customer contract intangible, net
    
    
    8,724
    
    
    
    11,632Acquired customer lists, net
    
    
    3,429
    
    
    
    363Other intangible assets, net
    
    
    982
    
    
    
    Goodwill
    
    
    987
    
    
    
    Other assets, net
    
    
    3,208
    
    
    
    1,588Total assets
    
    $
    37,806
    
    
    $
    30,388LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    5,798
    
    
    $
    3,026Accrued expenses
    
    
    5,578
    
    
    
    9,069Promissory note payable, net
    
    
    1,439
    
    
    
    Current portion of long-term debt
    
    
    2,767
    
    
    
    Line of credit
    
    
    2,500
    
    
    
    2,500Total current liabilities
    
    
    18,082
    
    
    
    14,595Long-Term Liabilities:Convertible notes, related party, net
    
    
    7,338
    
    
    
    6,316Long-term debt
    
    
    6,250
    
    
    
    Promissory note payable, net
    
    
    
    
    
    
    1,328Other long-term liabilities
    
    
    1,163
    
    
    
    782Total long-term liabilities
    
    
    14,751
    
    
    
    8,426Stockholders Equity:Common stock
    
    
    3
    
    
    
    3Additional paid-in capital
    
    
    73,906
    
    
    
    70,816Accumulated deficit
    
    
    (68,936
    )
    
    
    (63,452
    )Total stockholders equity
    
    
    4,973
    
    
    
    7,367Total liabilities and stockholders equity
    
    $
    37,806
    
    
    $
    30,388
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  2




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NATIONSHEALTH, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 (In thousands, except per share data)
 For the Three Months
    
    
    For the Nine monthsEnded September 30,
    
    
    Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Net product sales
    
    $
    10,728
    
    
    $
    11,811
    
    
    $
    32,003
    
    
    $
    33,555Prescription drug card
revenue
    
    
    
    
    
    
    671
    
    
    
    
    
    
    
    3,983Service revenue
    
    
    7,447
    
    
    
    7,314
    
    
    
    21,949
    
    
    
    26,88918,175
    
    
    
    19,796
    
    
    
    53,952
    
    
    
    64,427Cost of product sales
    
    
    5,140
    
    
    
    4,233
    
    
    
    13,527
    
    
    
    14,424Cost of services
    
    
    2,565
    
    
    
    2,430
    
    
    
    8,696
    
    
    
    25,685Gross Profit
    
    
    10,470
    
    
    
    13,133
    
    
    
    31,729
    
    
    
    24,318Operating Expenses:Patient acquisition and related
costs
    
    
    1,242
    
    
    
    149
    
    
    
    2,661
    
    
    
    2,793Patient service and fulfillment
    
    
    2,340
    
    
    
    1,839
    
    
    
    6,708
    
    
    
    6,382General and
administrative
    
    
    7,898
    
    
    
    6,457
    
    
    
    19,093
    
    
    
    22,428Provision for doubtful accounts
    
    
    226
    
    
    
    998
    
    
    
    1,489
    
    
    
    2,844Depreciation and
amortization
    
    
    1,717
    
    
    
    1,333
    
    
    
    4,571
    
    
    
    3,938Gain on sale of business line
    
    
    (338
    )
    
    
    (5,000
    )
    
    
    (338
    )
    
    
    (5,000
    )Impairment of investment in joint
venture
    
    
    
    
    
    
    559
    
    
    
    
    
    
    
    1,29213,085
    
    
    
    6,335
    
    
    
    34,184
    
    
    
    34,677Income (Loss) from
Operations
    
    
    (2,615
    )
    
    
    6,798
    
    
    
    (2,455
    )
    
    
    (10,359
    )Other Income (Expense):Interest expense , related
party
    
    
    (685
    )
    
    
    (619
    )
    
    
    (2,003
    )
    
    
    (1,814
    )Other interest expense,
net
    
    
    (471
    )
    
    
    (159
    )
    
    
    (1,026
    )
    
    
    (334
    )(1,156
    )
    
    
    (778
    )
    
    
    (3,029
    )
    
    
    (2,148
    )Net Income (Loss)
    
    $
    (3,771
    )
    
    $
    6,020
    
    
    $
    (5,484
    )
    
    $
    (12,507
    )Earnings (Loss) Per Share:Basic
    
    $
    (0.13
    )
    
    $
    0.22
    
    
    $
    (0.19
    )
    
    $
    (0.45
    )Diluted
    
    $
    (0.13
    )
    
    $
    0.22
    
    
    $
    (0.19
    )
    
    $
    (0.45
    )Weighted average shares outstanding:Basic
    
    
    28,314
    
    
    
    27,919
    
    
    
    28,147
    
    
    
    27,871Diluted
    
    
    28,314
    
    
    
    27,921
    
    
    
    28,147
    
    
    
    27,871
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  3




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NATIONSHEALTH, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (In thousands)
 For the Nine months EndedSeptember 30,2007
    
    
    2006Cash Flows from Operating Activities:Net Loss
    
    $
    (5,484
    )
    
    $
    (12,507
    )Adjustments to reconcile net loss to net cash and cash equivalents used in
operating activities:Provision for doubtful accounts
    
    
    1,489
    
    
    
    2,844Provision for sales allowances and returns
    
    
    746
    
    
    
    1,635Reserve for (recovery of) costs related to billings in process
    
    
    176
    
    
    
    (396
    )Depreciation and amortization
    
    
    5,089
    
    
    
    4,311Amortization of note discount
    
    
    1,133
    
    
    
    833Amortization of deferred loan costs and other non-cash interest charges, net
    
    
    400
    
    
    
    195Stock-based compensation
    
    
    2,627
    
    
    
    1,958Gain on sale of business line
    
    
    (338
    )
    
    
    (5,000
    )Impairment of investment in joint venture
    
    
    
    
    
    
    1,292Other non-cash charges
    
    
    
    
    
    
    450Changes in operating assets and liabilities:(Increase) decrease in:Accounts receivable
    
    
    (4,760
    )
    
    
    (1,671
    )Inventory
    
    
    (563
    )
    
    
    52Costs related to billings in process
    
    
    (308
    )
    
    
    391Prepaid expenses and other assets
    
    
    (472
    )
    
    
    145Increase (decrease) in:Accounts payable and accrued expenses
    
    
    (2,229
    )
    
    
    (15,410
    )Deferred revenue
    
    
    
    
    
    
    439Net cash and cash equivalents used in operating activities
    
    
    (2,494
    )
    
    
    (20,439
    )Cash Flows from Investing Activities:Proceeds from sale of business line
    
    
    
    
    
    
    7,600Maturity of available for sale investments
    
    
    
    
    
    
    923Asset acquisitions
    
    
    (2,803
    )
    
    
    Acquisition of Diabetes Care and Education, Inc., net of cash acquired
    
    
    (2,494
    )
    
    
    Acquisition of property and equipment
    
    
    (787
    )
    
    
    (1,212
    )Net cash and cash equivalents (used in) provided by investing activities
    
    
    (6,084
    )
    
    
    7,311Cash Flows from Financing Activities:Proceeds from exercise of warrants
    
    
    
    
    
    
    2,000Draws on term loan
    
    
    6,768
    
    
    
    Deposit of restricted cash under credit facility
    
    
    (1,500
    )
    
    
    Proceeds from exercise of stock options
    
    
    
    
    
    
    17Repurchase of common stock
    
    
    (16
    )
    
    
    Principal payments under capital lease obligations
    
    
    (245
    )
    
    
    (97
    )Net cash and cash equivalents provided by financing activities
    
    
    5,007
    
    
    
    1,920Net Decrease in Cash and Cash Equivalents
    
    
    (3,571
    )
    
    
    (11,208
    )Cash and Cash Equivalents, Beginning of Period
    
    
    4,224
    
    
    
    13,971Cash and Cash Equivalents, End of Period
    
    $
    653
    
    
    $
    2,763Non-cash Investing and Financing Activities:Property and equipment acquired under capital leases
    
    $
    2,437
    
    
    $
    
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  4




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NATIONSHEALTH, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. BASIS OF PRESENTATION
   2. REVENUE RECOGNITION
    5




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3. BUSINESS COMBINATION
   Asset Class
    
    Estimated Fair Value
    
    
    Amortization Period(in thousands)Provider contracts and relationships
    
    $
    930
    
    
    3 yearsCustomer list
    
    
    870
    
    
    3 yearsNon-compete agreement
    
    
    80
    
    
    3 years$
    1,880
   6




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Three Months Ended
    
    
    Nine months EndedSeptember 30, 2007
    
    
    September 30, 2007Total revenue
    
    $
    19,978
    
    
    $
    60,601Net loss
    
    $
    (3,821
    )
    
    $
    (6,124
    )Loss per share, basic and diluted
    
    $
    (0.13
    )
    
    $
    (0.21
    )
  4. ASSET ACQUISITIONS
  5. SALE OF DISCOUNT PRESCRIPTION DRUG CARD BUSINESS
  6. CREDIT FACILITY
    7




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Balance Sheet Classification of Borrowings Outstanding
under Revolving Credit Agreements That Include both a Subjective Acceleration Clause and a Lock-Box
Arrangement.
     8




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7. CONVERTIBLE NOTES
       9




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8. COMMITMENTS AND CONTINGENCIES
 Capital Lease
  Employment Separation Agreement
   Medicare Audit
   10




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9. SEGMENT INFORMATION
    Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Medical Products (1)
    
    $
    10,728
    
    
    $
    12,482
    
    
    $
    32,003
    
    
    $
    37,538Insurance Services
    
    
    7,447
    
    
    
    7,314
    
    
    
    21,949
    
    
    
    26,889Consolidated revenue
    
    $
    18,175
    
    
    $
    19,796
    
    
    $
    53,952
    
    
    $
    64,427Segment profit (loss):Medical Products
    
    $
    (62
    )
    
    $
    3,431
    
    
    $
    3,031
    
    
    $
    7,295Insurance Services
    
    
    3,965
    
    
    
    3,730
    
    
    
    10,682
    
    
    
    (1,815
    )Unallocated amounts:Amortization of customer contract
intangible
    
    
    (969
    )
    
    
    (969
    )
    
    
    (2,908
    )
    
    
    (2,908
    )Impairment of investment in joint venture
    
    
    
    
    
    
    (559
    )
    
    
    
    
    
    
    (1,292
    )Gain on sale of business line
    
    
    338
    
    
    
    5,000
    
    
    
    338
    
    
    
    5,000Other corporate expenses
    
    
    (5,887
    )
    
    
    (3,835
    )
    
    
    (13,598
    )
    
    
    (16,639
    )Consolidated income (loss) from operations
    
    $
    (2,615
    )
    
    $
    6,798
    
    
    $
    (2,455
    )
    
    $
    (10,359
    )
 
 (1)
    
    Revenue for the Medical Products segment includes net product sales and prescription drug
card revenue for the periods in 2006.  11




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10. INCOME TAXES
   12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Important Factors That May Affect Future Operations and Results
   
    
    Expected future operations, revenue, gross margins and expenses;
 
    
    Credit facilities and projected cash needs;
 
    
    Sales opportunities, strategic relationships and marketing plans;
 
    
    Estimates of potential markets for our products and services, including the
anticipated drivers for future growth; and
 
    
    Assessment of the impact of future accounting pronouncements.
   
    
    We have a limited operating history and are subject to the risks of a new
enterprise.
 
    
    We could experience significantly reduced revenues and earnings if Medicare
changes, delays, reduces or denies reimbursement.
 
    
    Competitive bidding for Durable Medical Equipment Prosthetics/Orthotics and
Supplies (DMEPOS) may reduce our revenues and earnings.
 
    
    We have invested significant capital and dedicated substantial resources to
launch our insurance services to Medicare prescription drug providers, which may
not be successful.
 
    
    If we do not have sufficient capital to fund patient acquisitions, our ability
to grow our business will be substantially diminished.
 
    
    If we are unable to grow our business and manage growth successfully, we may not
achieve profitability.
 
    
    Our Medical Supplies segment is highly dependent on patient reorder practices
and the profitability of our Medical Products business will decrease if we do not
receive recurring orders from patients.
  13




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
    
    We could experience significantly reduced revenues and profit from sales of
diabetes products if improved technologies developed for glucose monitoring
eliminate the need for consumable testing supplies.
 
    
    Due to our size and limited operating history, we depend substantially on
certain key personnel.
 
    
    Certain executive officers have rights under employment agreements that could
require us to make substantial payments to them.
 
    
    If any of our information technology platforms malfunction, our business and
profitability may be seriously harmed.
 
    
    We may have difficulties in achieving volume-based discounts or finding
replacement supplies if we lose any agreement with our suppliers of medical
products.
 
    
    If we do not comply with applicable government regulations, we may be prohibited
from selling our products and could experience significantly reduced revenues and
profit.
 
    
    The cost of efforts to comply with HIPAA regulations and the possible
consequences of non-compliance could adversely affect our operations and profit
significantly.
 
    
    Future sales of our common stock may depress our stock price.
 
    
    Voting control by our executive officers, directors and other affiliates may
limit outside stockholders ability to influence the outcome of director elections
and other matters requiring stockholder approval.
 
    
    Our common stock may continue to have a volatile public trading price and low
trading volume.
 
    
    Anti-takeover provisions in our governing documents and under Delaware law may
make an acquisition of us more difficult.
 
    
    Our common stock is subject to delisting from The NASDAQ Capital Market and
despite the compliance periods and appeals process, our common stock may still be
subject to delisting from The NASDAQ Capital Market.
  Business
   14




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Medical Products
 Home Delivery of Medical Products
    Retail Program
   15




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Discount Prescription Drug Card Services
  Insurance Services
   Critical Accounting Policies
   16




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Results of Operations
  Three Months Ended September 30,
    
    
    Nine months Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006$
    
    
    %
    
    
    $
    
    
    %
    
    
    $
    
    
    %
    
    
    $
    
    
    %Revenue:Net product sales
    
    $
    10,728
    
    
    
    59.0
    %
    
    $
    11,811
    
    
    
    59.7
    %
    
    $
    32,003
    
    
    
    59.3
    %
    
    $
    33,555
    
    
    
    52.1
    %Prescription drug card revenue
    
    
    
    
    
    
    
    
    
    
    671
    
    
    
    3.4
    
    
    
    
    
    
    
    
    
    
    
    3,983
    
    
    
    6.2Service revenue
    
    
    7,447
    
    
    
    41.0
    
    
    
    7,314
    
    
    
    36.9
    
    
    
    21,949
    
    
    
    40.7
    
    
    
    26,889
    
    
    
    41.718,175
    
    
    
    100.0
    
    
    
    19,796
    
    
    
    100.0
    
    
    
    53,952
    
    
    
    100.0
    
    
    
    64,427
    
    
    
    100.0Cost of product sales
    
    
    5,140
    
    
    
    28.3
    
    
    
    4,233
    
    
    
    21.4
    
    
    
    13,527
    
    
    
    25.1
    
    
    
    14,424
    
    
    
    22.4Cost of services
    
    
    2,565
    
    
    
    14.1
    
    
    
    2,430
    
    
    
    12.3
    
    
    
    8,696
    
    
    
    16.1
    
    
    
    25,685
    
    
    
    39.9Gross Profit
    
    
    10,470
    
    
    
    57.6
    
    
    
    13,133
    
    
    
    66.3
    
    
    
    31,729
    
    
    
    58.8
    
    
    
    24,318
    
    
    
    37.7Operating Expenses:Patient acquisition and related costs
    
    
    1,242
    
    
    
    6.8
    
    
    
    149
    
    
    
    0.8
    
    
    
    2,661
    
    
    
    4.9
    
    
    
    2,793
    
    
    
    4.3Patient service and fulfillment
    
    
    2,340
    
    
    
    12.9
    
    
    
    1,839
    
    
    
    9.3
    
    
    
    6,708
    
    
    
    12.4
    
    
    
    6,382
    
    
    
    9.9General and administrative
    
    
    7,898
    
    
    
    43.5
    
    
    
    6,457
    
    
    
    32.6
    
    
    
    19,093
    
    
    
    35.4
    
    
    
    22,428
    
    
    
    34.8Provision for doubtful accounts
    
    
    226
    
    
    
    1.2
    
    
    
    998
    
    
    
    5.0
    
    
    
    1,489
    
    
    
    2.8
    
    
    
    2,844
    
    
    
    4.4Depreciation and amortization
    
    
    1,717
    
    
    
    9.4
    
    
    
    1,333
    
    
    
    6.7
    
    
    
    4,571
    
    
    
    8.5
    
    
    
    3,938
    
    
    
    6.1Gain on sale of business line
    
    
    (338
    )
    
    
    (1.9
    )
    
    
    (5,000
    )
    
    
    (25.3
    )
    
    
    (338
    )
    
    
    (0.6
    )
    
    
    (5,000
    )
    
    
    (7.8
    )Impairment of investment in joint
venture
    
    
    
    
    
    
    
    
    
    
    559
    
    
    
    2.8
    
    
    
    
    
    
    
    
    
    
    
    1,292
    
    
    
    2.013,085
    
    
    
    72.0
    
    
    
    6,335
    
    
    
    32.0
    
    
    
    34,184
    
    
    
    63.4
    
    
    
    34,677
    
    
    
    53.8Income (Loss) from Operations
    
    
    (2,615
    )
    
    
    (14.4
    )
    
    
    6,798
    
    
    
    34.3
    
    
    
    (2,455
    )
    
    
    (4.6
    )
    
    
    (10,359
    )
    
    
    (16.1
    )Other expense, net
    
    
    (1,156
    )
    
    
    (6.4
    )
    
    
    (778
    )
    
    
    (3.9
    )
    
    
    (3,029
    )
    
    
    (5.6
    )
    
    
    (2,148
    )
    
    
    (3.3
    )Net income (loss)
    
    $
    (3,771
    )
    
    
    (20.7
    %)
    
    $
    6,020
    
    
    
    30.4
    %
    
    $
    (5,484
    )
    
    
    (10.2
    %)
    
    $
    (12,507
    )
    
    
    (19.4
    %)
 Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
 Revenue.
  17




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Cost of Product Sales .
 Cost of Services .
 Gross Profit Margin .
 Patient Acquisition and Related Costs.
 Patient Service and Fulfillment Expenses .
  18




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##### Table of Contents



General and Administrative Expenses .
 Provision for Doubtful Accounts.
 Depreciation and Amortization .
 Gain on Sale of Business Line.
 Impairment of Investment in Joint Venture.
 Other Expense, net.
  19




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##### Table of Contents



Nine months Ended September 30, 2007 Compared to Nine months Ended September 30, 2006
 Revenue.
  Cost of Product Sales .
 Cost of Services.
 Gross Profit Margin.
 Patient Acquisition and Related Costs.
  20




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##### Table of Contents



Patient Service and Fulfillment Expenses .
 General and Administrative Expenses .
 Provision for Doubtful Accounts.
 Depreciation and Amortization .
 Gain on Sale of Business Line.
 Impairment of Investment in Joint Venture.
 Other Expense, net.
  21




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
         22




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##### Table of Contents



Off-Balance-Sheet Arrangements
  Recently Adopted Accounting Standards
 Accounting for Uncertainty in Income Taxes
 Fair Value Measurements
  23




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The Fair Value Option for Financial Assets
and Financial Liabilities
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
     24




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##### Table of Contents



PART
II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Certain executive officers have rights under employment agreements that could require us to make
substantial payments to them.
    25




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Item 6. Exhibits
    26




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##### Table of Contents



SIGNATURES
  NATIONSHEALTH, INC.
 Date: November 14, 2007
    By:
    /s/ Glenn M. ParkerName:
    Glenn M. ParkerTitle:
    Chief Executive Officer


(Principal Executive Officer)Date: November 14, 2007
    By:
    /s/ Timothy FairbanksName:
    Timothy FairbanksTitle:
    Chief Financial Officer
(Principal Financial Officer)Date: November 14, 2007
    By:
    /s/ Bryan HappName:
    Bryan HappTitle:
    Chief Accounting Officer
(Principal Accounting Officer)   27




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##### Table of Contents



NATIONSHEALTH, INC.
 
 EXHIBIT INDEX
 ExhibitNo.
    
    Description10.1
    
    Form of Stock Option Agreement under the NationsHealth, Inc. 2004 Stock
Option Plan, effective August 15, 2007.31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  28