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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 August 31, 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 0-19095
 SOMANETICS CORPORATION
  Michigan
    
    38-2394784(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 1653 East Maple Road
Troy, Michigan
48083-4208
 (248) 689-3050
 N/A
  þ o
  o þ o
  o þ
 13,194,961




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TABLE OF CONTENTS  PART I FINANCIAL INFORMATIONITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESITEM 6. EXHIBITSSIGNATURESEXHIBIT INDEXCertification of Chief Executive Officer Pursuant to Rule 13a-14(a)Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)Certifications of Chief Executive Officer & Chief Financial Officer Pursuant to 18 U.S.C. Section 1350    Table of Contents  
 PART I FINANCIAL INFORMATION
 SOMANETICS CORPORATION
 BALANCE SHEETS
 August 31,
    
    
    November 30,2007
    
    
    2006(Unaudited)
    
    (Audited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    26,153,614
    
    
    $
    28,734,869Marketable securities
    
    
    26,978,827
    
    
    
    20,918,134Accounts receivable
    
    
    6,604,695
    
    
    
    4,740,043Inventory
    
    
    2,499,835
    
    
    
    2,172,458Accrued interest receivable
    
    
    597,655
    
    
    
    351,666Prepaid expenses
    
    
    202,058
    
    
    
    494,822Deferred tax asset  current
    
    
    3,246,702
    
    
    
    2,761,217Total current assets
    
    
    66,283,386
    
    
    
    60,173,209PROPERTY AND EQUIPMENT (at cost):Demonstration and no capital cost sales equipment at customers
    
    
    3,197,741
    
    
    
    2,650,939Machinery and equipment
    
    
    1,433,073
    
    
    
    1,263,015Furniture and fixtures
    
    
    304,012
    
    
    
    300,037Leasehold improvements
    
    
    199,225
    
    
    
    195,565Total
    
    
    5,134,051
    
    
    
    4,409,556Less accumulated depreciation and amortization
    
    
    (2,774,196
    )
    
    
    (2,285,279
    )Net property and equipment
    
    
    2,359,855
    
    
    
    2,124,277OTHER ASSETS:Long-term investments
    
    
    26,979,323
    
    
    
    21,917,764Deferred tax asset  non-current
    
    
    4,323,627
    
    
    
    8,182,783Intangible assets, net
    
    
    4,825
    
    
    
    10,009Other
    
    
    15,000
    
    
    
    15,000Total other assets
    
    
    31,322,775
    
    
    
    30,125,556TOTAL ASSETS
    
    $
    99,966,016
    
    
    $
    92,423,042LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    960,301
    
    
    $
    1,045,727Accrued liabilities
    
    
    1,156,152
    
    
    
    1,159,770Total current liabilities
    
    
    2,116,453
    
    
    
    2,205,497COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITY:Preferred shares; authorized, 1,000,000 shares of $.01 par value;
no shares issued or outstanding
    
    
    
    
    
    
    Common shares; authorized, 20,000,000 shares of $.01 par value;
issued and outstanding, 13,194,461 shares at August 31, 2007,
and 13,163,627 shares at November 30, 2006
    
    
    131,945
    
    
    
    131,636Additional paid-in capital
    
    
    117,566,025
    
    
    
    116,817,012Accumulated deficit
    
    
    (19,848,407
    )
    
    
    (26,731,103
    )Total shareholders equity
    
    
    97,849,563
    
    
    
    90,217,545TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    99,966,016
    
    
    $
    92,423,042
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SOMANETICS CORPORATION
 STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months
    
    
    Nine MonthsEnded August 31,
    
    
    Ended August 31,2007
    
    
    2006
    
    
    2007
    
    
    2006NET REVENUES
    
    $
    10,163,509
    
    
    $
    7,867,739
    
    
    $
    27,310,559
    
    
    $
    21,016,310COST OF SALES
    
    
    1,338,418
    
    
    
    1,081,890
    
    
    
    3,387,258
    
    
    
    2,716,886Gross Margin
    
    
    8,825,091
    
    
    
    6,785,849
    
    
    
    23,923,301
    
    
    
    18,299,424OPERATING EXPENSES:Research, development and engineering
    
    
    157,657
    
    
    
    135,063
    
    
    
    435,445
    
    
    
    454,140Selling, general and administrative
    
    
    5,444,836
    
    
    
    4,533,565
    
    
    
    16,034,364
    
    
    
    11,894,113Total operating expenses
    
    
    5,602,493
    
    
    
    4,668,628
    
    
    
    16,469,809
    
    
    
    12,348,253OPERATING INCOME
    
    
    3,222,598
    
    
    
    2,117,221
    
    
    
    7,453,492
    
    
    
    5,951,171OTHER INCOME:Interest income
    
    
    1,008,749
    
    
    
    751,523
    
    
    
    2,974,835
    
    
    
    1,709,603Total other income
    
    
    1,008,749
    
    
    
    751,523
    
    
    
    2,974,835
    
    
    
    1,709,603INCOME BEFORE INCOME TAXES
    
    
    4,231,347
    
    
    
    2,868,744
    
    
    
    10,428,327
    
    
    
    7,660,774INCOME TAX PROVISION
    
    
    1,438,658
    
    
    
    975,373
    
    
    
    3,545,631
    
    
    
    2,604,663NET INCOME
    
    $
    2,792,689
    
    
    $
    1,893,371
    
    
    $
    6,882,696
    
    
    $
    5,056,111NET INCOME PER COMMON
SHARE  BASIC
    
    $
    0.21
    
    
    $
    0.14
    
    
    $
    0.52
    
    
    $
    0.41NET INCOME PER COMMON
SHARE  DILUTED
    
    $
    0.19
    
    
    $
    0.13
    
    
    $
    0.47
    
    
    $
    0.37WEIGHTED AVERAGE SHARES
OUTSTANDING  BASIC
    
    
    13,186,754
    
    
    
    13,071,340
    
    
    
    13,174,355
    
    
    
    12,238,600WEIGHTED AVERAGE SHARES
OUTSTANDING  DILUTED
    
    
    14,549,298
    
    
    
    14,460,299
    
    
    
    14,579,710
    
    
    
    13,713,731
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SOMANETICS CORPORATION
 STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Nine-MonthPeriods EndedAugust 31,
    
    
    August 31,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    6,882,696
    
    
    $
    5,056,111Adjustments to reconcile net income to net cash provided by operations:Income tax provision
    
    
    3,545,631
    
    
    
    2,604,663Depreciation and amortization
    
    
    590,975
    
    
    
    421,416Stock compensation expense
    
    
    564,452
    
    
    
    125,992Changes in assets and liabilities:Accounts receivable (increase)
    
    
    (1,864,652
    )
    
    
    (1,615,644
    )Accrued interest income (increase)
    
    
    (245,989
    )
    
    
    Inventory (increase)
    
    
    (943,553
    )
    
    
    (1,523,460
    )Deferred income tax benefit (increase)
    
    
    (365,960
    )
    
    
    Prepaid expenses decrease
    
    
    292,764
    
    
    
    475,612Accounts payable (decrease) increase
    
    
    (85,426
    )
    
    
    332,861Accrued liabilities (decrease)
    
    
    (3,618
    )
    
    
    (251,805
    )Accrued income tax expense decrease
    
    
    194,000
    
    
    
    Net cash provided by operating activities
    
    
    8,561,320
    
    
    
    5,625,746CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of marketable securities and long-term investments
    
    
    (38,122,251
    )
    
    
    (48,198,699
    )Proceeds from maturities of marketable securities and
long-term investments
    
    
    27,000,000
    
    
    
    Acquisition of property and equipment (net)
    
    
    (205,195
    )
    
    
    (509,753
    )Net cash (used in) investing activities
    
    
    (11,327,446
    )
    
    
    (48,708,452
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    
    
    
    
    51,232,774Proceeds from issuance of common shares due to exercise of stock options
    
    
    184,871
    
    
    
    87,780Net cash provided by financing activities
    
    
    184,871
    
    
    
    51,320,554NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (2,581,255
    )
    
    
    8,237,848CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    28,734,869
    
    
    
    13,148,237CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    26,153,614
    
    
    $
    21,386,085Supplemental Disclosure of Non cash investing activities:Demonstration and no capital cost sales equipment capitalized
from inventory (Note 2)
    
    $
    616,176
    
    
    $
    551,764
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SOMANETICS CORPORATION
 Notes to Financial Statements
(Unaudited)
 August 31, 2007
 1. FINANCIAL STATEMENT PRESENTATION
   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Marketable Securities and Long-Term Investments
 Inventory
 August 31,
    
    
    November 30,2007
    
    
    2006Purchased components
    
    $
    1,883,048
    
    
    $
    1,456,059Finished goods
    
    
    475,735
    
    
    
    610,016Work in process
    
    
    141,052
    
    
    
    106,383Total
    
    $
    2,499,835
    
    
    $
    2,172,458
 Property and Equipment
 Intangible Assets
 5




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SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 August 31, 2007
 August 31,
    
    
    November 30,2007
    
    
    2006Patents and trademarks
    
    $
    111,733
    
    
    $
    111,733Less: accumulated amortization
    
    
    (106,908
    )
    
    
    (101,724
    )Total
    
    $
    4,825
    
    
    $
    10,009
  Stock Compensation
     6




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SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 August 31, 2007
  Net Income Per Common Share  basic and diluted
 2007Three Months
    
    
    Nine MonthsWeighted average shares  basic
    
    
    13,186,754
    
    
    
    13,174,355Add: effect of dilutive common
shares
    
    
    1,362,544
    
    
    
    1,405,355Weighted average shares  diluted
    
    
    14,549,298
    
    
    
    14,579,710
 2006Three Months
    
    
    Nine MonthsWeighted average shares  basic
    
    
    13,071,340
    
    
    
    12,238,600Add: effect of dilutive common
shares
    
    
    1,388,959
    
    
    
    1,475,131Weighted average shares  diluted
    
    
    14,460,299
    
    
    
    13,713,731
  3. INCOME TAXES
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SOMANETICS CORPORATION
 Notes to Financial Statements- Continued
(Unaudited)
 August 31, 2007
    4. ACCRUED LIABILITIES
  August 31,
    
    
    November 30,2007
    
    
    2006Incentive Compensation
    
    $
    550,252
    
    
    $
    495,014Sales Commissions
    
    
    304,800
    
    
    
    277,521Professional Fees
    
    
    169,541
    
    
    
    22,053Clinical Research
    
    
    110,639
    
    
    
    60,005Warranty
    
    
    18,200
    
    
    
    19,900Royalty
    
    
    2,720
    
    
    
    11,473Taxes
    
    
    
    
    
    
    228,085401(k) Match
    
    
    
    
    
    
    45,719Total
    
    $
    1,156,152
    
    
    $
    1,159,770
 5. COMMITMENTS AND CONTINGENCIES
  6. SEGMENT INFORMATION
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
 Forward-Looking Statements
 You should read the following discussion and analysis of our financial condition and results
of operations together with our financial statements and the related notes and other financial data
included elsewhere in this report. Some of the information contained in this discussion and
analysis or set forth elsewhere in this report, including information with respect to our plans and
strategy for our business, includes forward-looking statements that involve risks and
uncertainties. You should review the Risk Factors section of our Annual Report on Form 10-K for
a discussion of important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in the following
discussion and analysis. See also Forward-Looking Statements in Item 1A of our Annual Repot on
Form 10-K.
 Overview
    Net Revenues and Cost of Sales
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
  Operating Expenses
  
    
    salaries, wages and related expenses of our employees and consultants;
    
    sales and marketing expenses, such as employee sales commissions, commissions to
independent sales representatives, travel, entertainment, advertising, education and
training expenses, depreciation of demonstration monitors and attendance at selected
medical conferences;
    
    clinical research expenses, such as costs of supporting clinical trials; and
    
    general and administrative expenses, such as the cost of corporate operations,
professional services, stock compensation, insurance, warranty and royalty expenses,
investor relations, depreciation and amortization, facilities expenses and other general
operating expenses.
   
    
    salaries, wages and related expenses of our research and development personnel and
consultants;
    
    costs of various development projects; and
    
    costs of preparing and processing applications for FDA clearance of new products.
 Results of Operations
 Three Months Ended August 31, 2007 Compared to Three Months Ended August 31, 2006
 Net Revenues.
 
    
    an increase in U.S. sales of $1,843,301, or 32 percent, from $5,837,980 in the third
quarter of fiscal 2006 to $7,681,281 in the third quarter of fiscal 2007. The increase in
U.S. sales was primarily due to an increase in sales of the disposable SomaSensor of
$1,759,300, or 36 percent, primarily as a result of a 31 percent increase in SomaSensor
unit sales; and
    
    an increase in international sales of $452,469, or 22 percent, from $2,029,759 in the
third quarter of fiscal 2006 to $2,482,228 in the third quarter of fiscal 2007. The
increase in international sales was primarily due to increased purchases of our INVOS
System monitor and disposable SomaSensors by Tyco Healthcare in Europe, and increased
purchases by Edwards Lifesciences in connection with the launch of our four-channel
cerebral and somatic INVOS System monitor in Japan, partially for evaluation and
demonstration purposes. In the third quarter of fiscal 2007, international sales
represented 24 percent of our net revenues, compared to 26 percent of our net revenues in
the third quarter of fiscal 2006. Purchases by Tyco Healthcare accounted for 17 percent of
net revenues in the third quarter of fiscal 2007, compared to 23 percent in the third
quarter of fiscal 2006.
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
   Three Months Ended August 31,Product
    
    2007
    
    
    2006SomaSensors
    
    
    76
    %
    
    
    74
    %INVOS System Monitors
    
    
    24
    %
    
    
    25
    %Total INVOS System
    
    
    100
    %
    
    
    99
    %CorRestore Systems
    
    
    
    
    
    
    1
    %Total
    
    
    100
    %
    
    
    100
    %
 Gross Margin.
 Research, Development and Engineering Expenses.
 Selling, General and Administrative Expenses.
 
    
    a $517,601 increase in salaries, wages and related expenses, primarily as a result of an
increase in the number of employees, principally in sales and marketing (from an average of
55 employees for the three months ended August 31, 2006 to an average of 91 employees for
the three months ended August 31, 2007);
    
    a $270,256 increase in travel, marketing and selling-related expenses as a result of our
increased sales personnel and increased sales and marketing activities, primarily trade
shows and advertising;
    
    a $151,428 increase in employee sales commissions as a result of increased sales and
hiring additional sales employees;
    
    a $102,488 increase in clinical research expense primarily as a result of the clinical
trial evaluating the use of the INVOS System on diabetic patients; and
    
    a $76,746 increase in stock compensation expense due to stock compensation issued to
directors, officers, employees and a consultant in the third quarter of fiscal 2006 and in
fiscal 2007.
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
  Other Income.
 Income Tax Provision.
 Nine Months Ended August 31, 2007 Compared to Nine Months Ended August 31, 2006
 Net Revenues.
 
    
    an increase in U.S. sales of $5,545,388, or 34 percent, from $16,519,248 in the first
nine months of fiscal 2006 to $22,064,636 in the first nine months of fiscal 2007. The
increase in U.S. sales was primarily due to an increase in sales of the disposable
SomaSensor of $4,233,769, or 31 percent, primarily as a result of a 25 percent increase in
SomaSensor unit sales. In addition, sales of the INVOS System monitor in the United States
increased $1,472,838, or 59 percent, primarily as a result of increased purchases by
pediatric hospitals; and
    
    an increase in international sales of $748,861, or 17 percent, from $4,497,062 in the
first nine months of fiscal 2006 to $5,245,923 in the first nine months of fiscal 2007.
The increase in international sales was primarily due to increased purchases of our INVOS
System monitor and disposable SomaSensors by Tyco Healthcare in Europe, and increased
purchases by Edwards Lifesciences in connection with the launch of our four-channel
cerebral and somatic INVOS System monitor in Japan, partially for evaluation and
demonstration purposes. In the first nine months of fiscal 2007, international sales
represented 19 percent of our net revenues, compared to 21 percent of our net revenues in
the first nine months of fiscal 2006. Purchases by Tyco Healthcare accounted for 14
percent of net revenues in the first nine months of fiscal 2007, compared to 17 percent in
the first nine months of fiscal 2006.
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
  Nine Months Ended August 31,Product
    
    2007
    
    
    2006SomaSensors
    
    
    75
    %
    
    
    74
    %INVOS System Monitors
    
    
    25
    %
    
    
    25
    %Total INVOS System
    
    
    100
    %
    
    
    99
    %CorRestore Systems
    
    
    
    
    
    
    1
    %Total
    
    
    100
    %
    
    
    100
    %
 Gross Margin.
 Research, Development and Engineering Expenses.
 Selling, General and Administrative Expenses.
 
    
    a $2,175,307 increase in salaries, wages and related expenses, primarily as a result of
an increase in the number of employees, principally in sales and marketing (from an average
of 59 employees for the nine months ended August 31, 2006 to an average of 86 employees for
the nine months ended August 31, 2007);
    
    a $885,961 increase in travel, marketing and selling-related expenses as a result of our
increased sales personnel and increased sales and marketing activities, primarily sales
training, trade shows and advertising;
    
    a $864,029 increase in employee sales commissions as a result of increased sales and
hiring additional sales employees;
    
    a $438,460 increase in stock compensation expense due to stock compensation issued to
directors, officers, employees and a consultant in the third quarter of fiscal 2006 and in
fiscal 2007;
    
    a $152,649 increase in state tax expense attributable to payments made for estimated
2007 income and franchise taxes;
    
    a $133,298 increase in general corporate insurance expense, primarily due to increased
coverage amounts and increased premium rates; and
    
    a $83,666 increase in accrued incentive compensation expense due to our year-to-date
2007 financial performance, primarily increased sales and operating income in accordance
with the 2007 incentive compensation plans.
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
  Other Income.
 Income Tax Provision.
 Liquidity and Capital Resources
 General
    Cash Flows From Operating Activities
  
    
    $11,583,754 of net income before income taxes and non-cash depreciation, amortization
and stock compensation expense;
    
    a $292,764 decrease in prepaid expenses, primarily due to the amortization of prepaid
insurance payments made in fiscal 2006; and
    
    a $194,000 decrease in accrued income tax expense as a result of payments made in the
first nine months of fiscal 2007.
  
    
    a $1,864,652 increase in accounts receivable, primarily as a result of higher third
quarter sales in fiscal 2007 than in the fourth quarter of fiscal 2006, and increased
international sales which are generally collected more slowly;
    
    a $943,553 increase in inventories, primarily due to the acquisition of components
associated with our SomaSensors and our INVOS System monitor due to anticipated sales;
inventories on our balance sheet
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
 increased less because we capitalized INVOS System
monitors to property and equipment that are being used as demonstration units and no
capital cost sales equipment, as described below;
    
    a $365,960 increase in deferred income tax benefits as a result of payments made for
estimated alternative minimum tax that we expect will result in future tax credits when we
use our net operating loss carryforwards; and
    
    a $245,989 increase in accrued interest income, primarily due to our increased cash,
cash equivalents, marketable securities and long-term investment balances, and increased
interest rates.
   Cash Flows From Investing Activities
  Cash Flows From Financing Activities
  Contractual Obligations
  Off-Balance Sheet Arrangements
  Critical Accounting Policies
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
 Stock Compensation
    Income Taxes
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SOMANETICS CORPORATION
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 August 31, 2007
  No Capital Cost Sales Revenue Recognition
  17




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  August 31, 2007
Expected Maturity Dates By Fiscal Year
 2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    Thereafter
    
    Total
    
    Fair ValueInvestments:Marketable Securities and Long-term Investments:Fixed Rate ($)
    
    
    3,997,265
    
    
    
    26,966,135
    
    
    
    5,000,000
    
    
    
    3,998,750
    
    
    
    13,996,000
    
    
    
    
    
    
    
    53,958,150
    
    
    
    54,002,910Average interest rate
    
    
    5.20
    %
    
    
    5.25
    %
    
    
    5.40
    %
    
    
    5.50
    %
    
    
    5.46
    %
    
    
    N/A
    
    
    
    5.33
    %
  18




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
    19




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##### Table of Contents



PART II OTHER INFORMATION
 
 ITEM 6. EXHIBITS
 31.1
    
    Certifications of Chief Executive Officer Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    Certifications of Chief Financial Officer Pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    Certifications of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 20




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##### Table of Contents



SIGNATURES
  Somanetics Corporation(Registrant)Date: October 2, 2007
    By:
    /s/ William M. IaconaWilliam M. IaconaVice President and Chief Financial Officer, Controller 
and Treasurer (Duly Authorized and Principal Financial
Officer) 21




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Description31.1
    
    Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 22