##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006.
 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: 0-27718
 NEOSE TECHNOLOGIES, INC.
 
  Delaware
    
    13-3549286(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)102 Witmer Road
Horsham, Pennsylvania
    
    19044(Address of principal executive offices)
    
    (Zip Code)
  
   þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
  o þ




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##### Table of Contents



NEOSE TECHNOLOGIES, INC.
 INDEX
 PagePART I. FINANCIAL INFORMATION:Item 1. Financial Statements (unaudited)Balance Sheets as of March 31, 2006 and December 31, 2005
    
    
    3Statements of Operations for the three months ended March 31, 2006 and 2005
    
    
    4Statements of Cash Flows for the three months ended March 31, 2006 and 2005
    
    
    5Notes to Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    23Item 4. Controls and Procedures
    
    
    35PART II. OTHER INFORMATION:Item 6. Exhibits
    
    
    36SIGNATURES
    
    
    37
 2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Neose Technologies, Inc.
 
 Balance Sheets
 
 March 31,
    
    
    December 31,2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    30,171
    
    
    $
    37,738Accounts receivable
    
    
    336
    
    
    
    1,076Prepaid expenses and other current assets
    
    
    1,397
    
    
    
    892Total current assets
    
    
    31,904
    
    
    
    39,706Property and equipment, net
    
    
    24,415
    
    
    
    24,708Intangible and other assets, net
    
    
    795
    
    
    
    949Total assets
    
    $
    57,114
    
    
    $
    65,363Liabilities and Stockholders EquityCurrent liabilities:Note payable
    
    $
    481
    
    
    $
    Current portion of long-term debt and capital lease obligations
    
    
    3,692
    
    
    
    4,031Accounts payable
    
    
    1,044
    
    
    
    722Accrued compensation
    
    
    1,490
    
    
    
    1,618Accrued expenses
    
    
    2,607
    
    
    
    2,697Deferred revenue
    
    
    739
    
    
    
    1,527Total current liabilities
    
    
    10,053
    
    
    
    10,595Long-term debt and capital lease obligations, net of current portion
    
    
    9,655
    
    
    
    10,423Deferred revenue, net of current portion
    
    
    3,647
    
    
    
    3,765Other liabilities
    
    
    475
    
    
    
    463Total liabilities
    
    
    23,830
    
    
    
    25,246Commitments and contingencies (See Note 14)Stockholders equity:Common stock, par value $.01 per share, 50,000 shares
authorized; 32,785 and 32,782 shares issued and outstanding
    
    
    328
    
    
    
    328Additional paid-in capital
    
    
    279,961
    
    
    
    279,015Deferred compensation
    
    
    
    
    
    
    (6
    )Accumulated deficit
    
    
    (247,005
    )
    
    
    (239,220
    )Total stockholders equity
    
    
    33,284
    
    
    
    40,117Total liabilities and stockholders equity
    
    $
    57,114
    
    
    $
    65,363
  3




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Neose Technologies, Inc.
 
 Statements of Operations
 
 Three months ended March 31,2006
    
    
    2005Revenue from collaborative agreements
    
    $
    2,396
    
    
    $
    1,348Operating expenses:Research and development
    
    
    7,311
    
    
    
    9,625General and administrative
    
    
    2,928
    
    
    
    2,978Total operating expenses
    
    
    10,239
    
    
    
    12,603Operating loss
    
    
    (7,843
    )
    
    
    (11,255
    )Other income
    
    
    
    
    
    
    22Interest income
    
    
    366
    
    
    
    304Interest expense
    
    
    (308
    )
    
    
    (338
    )Net loss
    
    $
    (7,785
    )
    
    $
    (11,267
    )Basic and diluted net loss per share
    
    $
    (0.24
    )
    
    $
    (0.40
    )Weighted-average shares outstanding
used in computing basic and diluted
net loss per share
    
    
    32,783
    
    
    
    27,947
  4




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Neose Technologies, Inc.
 
 Statements of Cash Flows
 
 Three months endedMarch 31,2006
    
    
    2005Cash flows from operating activities:Net loss
    
    $
    (7,785
    )
    
    $
    (11,267
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation and amortization expense
    
    
    506
    
    
    
    1,636Non-cash compensation expense
    
    
    823
    
    
    
    50Gain on disposition of property and equipment
    
    
    (2
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    740
    
    
    
    1,447Prepaid expenses and other current assets
    
    
    (511
    )
    
    
    (688
    )Accounts payable
    
    
    420
    
    
    
    286Accrued compensation
    
    
    1
    
    
    
    (669
    )Accrued expenses
    
    
    (80
    )
    
    
    (10
    )Deferred revenue
    
    
    (906
    )
    
    
    (747
    )Other liabilities
    
    
    12
    
    
    
    (15
    )Net cash used in operating activities
    
    
    (6,782
    )
    
    
    (9,977
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (170
    )
    
    
    (452
    )Proceeds from sale of equipment and assets held for sale
    
    
    7
    
    
    
    20Net cash used in investing activities
    
    
    (163
    )
    
    
    (432
    )Cash flows from financing activities:Proceeds from issuance of debt
    
    
    539
    
    
    
    701Repayments of debt
    
    
    (1,161
    )
    
    
    (1,157
    )Proceeds from issuance of common stock, net
    
    
    
    
    
    
    30,092Net cash provided by (used in) financing activities
    
    
    (622
    )
    
    
    29,636Net increase (decrease) in cash and cash equivalents
    
    
    (7,567
    )
    
    
    19,227Cash and cash equivalents, beginning of period
    
    
    37,738
    
    
    
    45,048Cash and cash equivalents, end of period
    
    $
    30,171
    
    
    $
    64,275
  5




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NEOSE TECHNOLOGIES, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 
 1. Organization and Business Activities
 de novo
   6




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 2. Interim Financial Information
  3. Summary of Significant Accounting Policies
 Use of Estimates
  Stock-based Compensation
 Share-Based Payment Accounting for Stock Issued to Employees
 Accounting for Stock Based Compensation
 7




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 Accounting for Stock-Based Compensation, Transition and Disclosure
   Net Loss Per Share
  Comprehensive Loss
  8




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  Fair Value of Financial Instruments
  Recent Accounting Pronouncement
 Accounting
Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3 Accounting Changes Reporting
Accounting Changes in Interim Financial Statements
 Reclassification
  9




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 4. Supplemental Disclosure of Cash Flow Information
  Three months ended March 31,2006
    
    
    2005Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    309
    
    
    $
    328Non-cash investing activity:Increase (decrease) in property and equipment
included in accounts payable and accrued
expenses
    
    $
    (108
    )
    
    $
    7Non-cash financing activity:Conversion of liability-classified award to
equity classified award upon grant of
restricted stock units (see Note 11)
    
    $
    129
    
    
    $
    382
 5. Prepaid Expenses and Other Current Assets
  March 31,
    
    
    December 31,2006
    
    
    2005Prepaid insurance
    
    $
    612
    
    
    $
    96Prepaid maintenance agreements
    
    
    291
    
    
    
    276Prepaid clinical and preclinical studies
    
    
    66
    
    
    
    141Other prepaid expenses
    
    
    259
    
    
    
    205Other current assets
    
    
    169
    
    
    
    174$
    1,397
    
    
    $
    892
 10




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 6. Property and Equipment
  March 31,
    
    
    December 31,2006
    
    
    2005Building, facility improvements, and land
    
    $
    19,486
    
    
    $
    19,486Laboratory, manufacturing, and office equipment
    
    
    9,659
    
    
    
    9,60629,145
    
    
    
    29,092Less accumulated depreciation and amortization
    
    
    (4,730
    )
    
    
    (4,384
    )$
    24,415
    
    
    $
    24,708
   7. Intangible and Other Assets
  March 31,
    
    
    December 31,2006
    
    
    2005Acquired intellectual property,
net of accumulated amortization
of $3,985 and $3,836 as of March
31, 2006 and December 31, 2005,
respectively
    
    $
    565
    
    
    $
    714Deferred financing costs, net of
accumulated amortization of $41
and $36 as of March 31, 2006 and
December 31, 2005, respectively
    
    
    140
    
    
    
    145Receivable from related party
    
    
    29
    
    
    
    29Deposits
    
    
    61
    
    
    
    61$
    795
    
    
    $
    949
 11




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 8. Debt and Capital Lease Obligations
  March 31,
    
    
    December 31,2006
    
    
    2005Term loan from bank
    
    $
    6,889
    
    
    $
    7,111Industrial development authority bond
    
    
    1,000
    
    
    
    1,000Term loan from landlord (unsecured), annual
interest at 13.00%, due June 2008
    
    
    907
    
    
    
    997Notes payable to equipment lender, secured by
equipment and facility improvements, interest
rates from 8.09% to 9.44%, due 2006 to 2009
    
    
    4,347
    
    
    
    5,075Note payable, secured by insurance policies,
annual interest at 5.40%, due November 2006
    
    
    481
    
    
    
    Subtotal
    
    
    13,624
    
    
    
    14,183Capital lease obligations
    
    
    204
    
    
    
    271Total debt and capital lease obligations
    
    
    13,828
    
    
    
    14,454Less note payable, secured by insurance policies
    
    
    (481
    )
    
    
    Less current portion of long-term debt
    
    
    (3,692
    )
    
    
    (4,031
    )Total long-term debt and capital lease
obligations, net of current portion
    
    $
    9,655
    
    
    $
    10,423
 Term Loan from Bank and Industrial Development Authority Bond
   12




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
      13




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  2006 Activity
  9. Accrued Expenses
  March 31,
    
    
    December 31,2006
    
    
    2005Professional fees
    
    $
    1,053
    
    
    $
    1,346Contract research and development services
    
    
    1,039
    
    
    
    650Clinical and preclinical studies
    
    
    196
    
    
    
    183Employee relocation
    
    
    38
    
    
    
    108Restructuring charges (see Note 13)
    
    
    2
    
    
    
    87Other expenses
    
    
    279
    
    
    
    323$
    2,607
    
    
    $
    2,697
 10. Stockholders Equity
  14




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 11. Equity Compensation Plans
 Equity Incentive Plans
     15




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 Weighted-Weighted-
    
    
    
    
    
    
    averageaverage
    
    
    Aggregate
    
    
    remainingexercise
    
    
    intrinsic
    
    
    contractualShares
    
    
    price
    
    
    value
    
    
    life (years)Outstanding at
January 1, 2006
    
    
    4,995
    
    
    $
    14.01Granted
    
    
    896
    
    
    
    2.56Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (72
    )
    
    
    4.64Expired
    
    
    (180
    )
    
    
    11.04Outstanding at
March 31, 2006
    
    
    5,639
    
    
    $
    12.40
    
    
    $
    349
    
    
    
    6.8Vested at March 31,
2006 and expected
to vest
    
    
    5,195
    
    
    $
    13.09
    
    
    $
    275
    
    
    
    6.6Exercisable at
March 31, 2006
    
    
    3,464
    
    
    $
    16.70
    
    
    $
    52
    
    
    
    5.5
 Fair Value Disclosures
   Expected volatility
    
    
    75
    %Expected term (years)
    
    
    6.3  7.6Risk-free interest rate
    
    
    4.5
    %Expected dividend yield
    
    
    0
    %
 16




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 Share-Based Payment
     17




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 Three monthsended March 31,2005Net loss  as reported
    
    $
    (11,267
    )Add: Stock-based employee compensation expense
included in reported net loss
    
    
    301Deduct: Total stock-based employee
compensation expense determined under fair
value-based method for all awards
    
    
    (1,141
    )Net loss  pro forma
    
    $
    (12,107
    )Basic and diluted net loss per share  as reported
    
    $
    (0.40
    )Basic and diluted net loss per share  pro forma
    
    $
    (0.43
    )
  Expected volatility
    
    
    75
    %Expected term (years)
    
    
    6.2  8.5Risk-free interest rate
    
    
    4.0% - 4.2
    %Expected dividend yield
    
    
    0
    %
 Restricted Stock Units
  18




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 Weighted-Weighted-
    
    
    
    
    
    
    averageaverage
    
    
    Aggregate
    
    
    remainingpurchase
    
    
    intrinsic
    
    
    contractualShares
    
    
    price
    
    
    value
    
    
    life (years)Outstanding at
January 1, 2006
    
    
    290
    
    
    $
    3⁄4Awarded
    
    
    84
    
    
    
    3⁄4Settled
    
    
    (3
    )
    
    
    3⁄4Forfeited
    
    
    3⁄4
    
    
    
    3⁄4Outstanding at
March 31, 2006
    
    
    371
    
    
    $
    3⁄4
    
    
    $
    1,006
    
    
    
    0.5Vested at March 31,
2006 and expected
to vest
    
    
    371
    
    
    $
    3⁄4
    
    
    $
    1,006
    
    
    
    0.5
  Modification of 2005 Bonus Awards for Officers
  Adjustment of Officer Base Salaries
  19




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  Modification of 2004 Bonus Awards for Officers
  12. Collaborative Agreements and Significant Customer Concentration
  Novo Nordisk A/S Agreements
  20




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
  13. Restructuring
   Employee
    
    
    Facilityseverance
    
    
    closurecosts
    
    
    costs
    
    
    TotalInitial provision
    
    $
    867
    
    
    $
    152
    
    
    $
    1,069Cash payments
    
    
    (841
    )
    
    
    (91
    )
    
    
    (932
    )Balance as of December 31, 2005
    
    
    26
    
    
    
    61
    
    
    
    87Change in estimate
    
    
    (17
    )
    
    
    3⁄4
    
    
    
    (17
    )Cash payments
    
    
    (7
    )
    
    
    (61
    )
    
    
    (68
    )Balance as of March 31, 2006
    
    $
    2
    
    
    $
    3⁄4
    
    
    $
    2
 21




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NEOSE TECHNOLOGIES, INC.
 NOTES TO FINANCIAL STATEMENTS
 14. Commitments and Contingencies
  22




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION ACT OF
1995:
 This report includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to,
statements about our plans, objectives, representations and contentions that are not historical
facts and that typically may be identified by use of terms such as anticipate, believe,
estimate, plan, may, expect, intend, could, potential, and similar expressions,
although some forward-looking statements are expressed differently. These forward-looking
statements include, among others, the statements about our:
 
    
    estimate that our existing cash and cash equivalents, expected revenue from
collaborations and license agreements, and interest income should be sufficient to meet
our operating and capital requirements at least through 2006;
    
    expected losses;
    
    expectations for future capital requirements;
    
    expectations for operating expenses;
    
    expectations for expenses for research and development, and general and
administrative activities, in order to develop products, procure commercial quantities
of reagents and products, and commercialize our technology;
    
    expectations regarding the scope and expiration of patents;
    
    expectations regarding the timing of preclinical activities, regulatory meetings and
submissions, as well as the progression of clinical trials, for NE-180 and preclinical
activities and the initiation of clinical trials for GlycoPEG-GCSF;
    
    expectations for the development of long-acting versions of EPO and G-CSF, and
subsequent proprietary drug candidates;
    
    expectations as to the costs and benefits of our plans to dispose of our Witmer Road
facility;
    
    expectations regarding net cash utilization;
    
    expectations for generating revenue; and
    
    expectations regarding the timing and character of new or expanded collaborations
and for the performance of our existing collaboration partners in connection with the
development and commercialization of products incorporating our technologies.
 You should be aware that the forward-looking statements included in this report represent
managements current judgment and expectations, but our actual results, events and
performance could differ materially from those in the forward-looking statements. Potential
risks and uncertainties that could affect our actual results include the following:
 
    
    our ability to obtain the funds necessary for our operations;
    
    our ability to meet forecasted timelines due to internal or external causes;
 23




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##### Table of Contents




    
    our ability to satisfy the FDAs request for additional information and to obtain
clearance from the FDA to commence clinical trials for NE-180 in the U.S.;
    
    our preclinical and clinical results for our products may not be favorable;
    
    our ability to develop commercial-scale manufacturing processes for our products and
reagents, either independently or in collaboration with others;
    
    our ability to enter into and maintain collaborative arrangements;
    
    our ability to obtain adequate sources of proteins and reagents either manufactured
internally or sourced externally;
    
    our ability to develop and commercialize products without infringing the patent or
intellectual property rights of others;
    
    our ability to expand and protect our intellectual property and to operate without
infringing the rights of others;
    
    our ability and our collaborators ability to develop and commercialize therapeutic
proteins and our ability to commercialize our technologies;
    
    our ability to attract and retain key personnel;
    
    our ability to compete successfully in an intensely competitive field;
    
    our ability to renovate our facilities as required for our operations; and
    
    general economic conditions.
 These and other risks and uncertainties that could affect our actual results are discussed in
this report and in our other filings with the Securities and Exchange Commission (SEC),
particularly in Item 1A of Part I of our Annual Report on Form 10-K in the section entitled Risk
Factors.
 Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, events, levels of activity, performance, or
achievements. We do not assume responsibility for the accuracy and completeness of the
forward-looking statements other than as required by applicable law. We do not undertake any duty
to update any of the forward-looking statements after the date of this report to conform them to
actual results, except as required by the federal securities laws.
 You should read this section in combination with the section entitled Managements Discussion
and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2005,
included in our Annual Report on Form 10-K for the year ended December 31, 2005 and in our 2005
Annual Report to Stockholders.
 Overview
  24




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de novo
    25




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Liquidity and Capital Resources
 Overview
    Operating Activities
  26




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##### Table of Contents



Investing Activities
  Financing Activities
 Equity Financing Activities
  Debt Financing Activities
  Note Payable Secured by Insurance Policies
  Term Loan from Bank and Industrial Development Authority Bond
  27
    Table of Contents         28




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Term Loan from Landlord
  Equipment Loans
  Capital Lease Obligations
  Operating Leases
   29




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Summary of Contractual Obligations
  Off-Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
  Stock-based Compensation
 Share-Based Payment Accounting for Stock Issued to Employees
 Accounting for Stock Based Compensation Accounting for Stock-Based Compensation, Transition and Disclosure
 30




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Share-Based Payment
   Results of Operations
    31




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Revenue from Collaborative Agreements
    Research and Development Expense
  32




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##### Table of Contents



Development Stage
    
    StatusGlycoAdvance and GlycoPEGylationNE-180
    
    Phase I
    
    ActiveGlycoPEG-GCSF
    
    Preclinical
    
    ActiveOther protein projects
    
    Preclinical/Research
    
    ActiveOther Glycotechnology ProgramsNon-protein therapeutic applications
    
    Research
    
    Active
    33




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Three months endedMarch 31,2006
    
    
    2005GlycoAdvance and GlycoPEGylation
    
    $
    4,246
    
    
    $
    5,149Other Glycotechnology Programs
    
    
    152
    
    
    
    132Indirect Expenses
    
    
    2,913
    
    
    
    4,344$
    7,311
    
    
    $
    9,625
 GlycoAdvance and GlycoPEGylation
  Other Glycotechnology Programs
  Indirect Expenses
  General and Administrative Expense
  Other Income and Expense
   34




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Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures
  Changes in internal controls over financial reporting
  35




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PART II. OTHER INFORMATION
 
 Item 6. Exhibits
 10.1*
    
    Amendment No. 2 to the Credit Agreement by and between Neose
Technologies, Inc. and Brown Brothers Harriman & Co. dated March 1, 2006.10.2
    
    Premium Finance Agreement, Disclosure Statement and Security Agreement
by and between Neose Technologies, Inc. and AICCO, Inc. dated March 9, 2006.10.3
    
    Omnibus Amendment No. 1 to Loan Documents by and between Neose
Technologies, Inc. and Brown Brothers Harriman & Co. dated March 10, 2006.31.1
    
    Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed as an Exhibit to out Current Report on Form 8-K filed with the SEC on March 3, 2006. 36




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##### Table of Contents



SIGNATURES
  NEOSE TECHNOLOGIES, INC.Date: May 4, 2006
    By:
    /s/ A. Brian DavisA. Brian DavisSenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer and
Duly Authorized Signatory) 37




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##### Table of Contents



Exhibit Index
 Exhibit
    
    Description10.1*
    
    Amendment No. 2 to the Credit Agreement by and between Neose
Technologies, Inc. and Brown Brothers Harriman & Co. dated March 1, 2006.10.2
    
    Premium Finance Agreement, Disclosure Statement and Security Agreement
by and between Neose Technologies, Inc. and AICCO, Inc. dated March 9, 2006.10.3
    
    Omnibus Amendment No. 1 to Loan Documents by and between Neose
Technologies, Inc. and Brown Brothers Harriman & Co. dated March 10, 2006.31.1
    
    Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed as an Exhibit to out Current Report on Form 8-K filed with the SEC on March 3, 2006.