##### 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 1934For the quarterly period ended
    September 30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission File Number
    001-16857
 HORIZON OFFSHORE,
    INC.
 (Exact name of registrant as
    specified in its charter)
   Delaware(State or other
    jurisdiction
    of incorporation or organization)

76-0487309(I.R.S. Employer
    Identification No.)2500 CityWest Boulevard, Suite 2200

77042Houston, Texas(Address of principal
    executive offices)

(Zip Code)    (713) 361-2600
 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




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##### 



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  QUARTERLY
    REPORT ON
    FORM 10-Q
 For the
    Quarter Ended September 30, 2007
  
  Description



PagePART I. FINANCIAL INFORMATIONItem 1.


Financial Statements


3Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


17Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


26Item 4.


Controls and Procedures


27PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


27Item 1A.


Risk Factors


27Item 6.


Exhibits


28Signatures


29Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906   2




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION
  Item 1.
    Financial
    Statements  HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  September 30,


December 31,2007


2006(Unaudited)(In thousands, except share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
94,154


$
96,890Short-term investments


6,225



Restricted cash






9,325Accounts receivable Contract receivables


135,195



72,231Costs in excess of billings


75,395



112,836Other


4,034



2,773Income tax receivable


4,540



5,040Other current assets


6,646



8,140Total current assets


326,189



307,235PROPERTY AND EQUIPMENT, net


194,408



197,409CONTRACT RECEIVABLES, long-term


14,328



OTHER ASSETS, net


14,113



18,375$
549,038


$
523,019LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
12,096


$
15,160Accrued liabilities


15,021



8,130Accrued job costs


71,988



56,782Billings in excess of costs


2,656



2,632Current maturities of long-term debt


13,961



14,813Current taxes payable


7,153



5,195Total current liabilities


122,875



102,712LONG-TERM DEBT, net of current maturities


74,919



85,495SUBORDINATED NOTES


14,755



13,904OTHER LIABILITIES


800



924DEFERRED INCOME TAXES


22,979



22,649Total liabilities


236,328



225,684COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock, $0.00001 par value, 5,000,000 shares
    authorized, none issued and outstanding






Common stock, $0.00001 par value, 100,000,000 shares
    authorized, 32,614,215 and 32,395,258 shares issued and
    outstanding, respectively






Additional paid-in capital


419,989



419,392Accumulated deficit


(106,858
)


(121,766
)Accumulated other comprehensive loss


(421
)


(291
)Total stockholders equity


312,710



297,335$
549,038


$
523,019    3




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006(Unaudited)(In thousands, except share and per share data)CONTRACT REVENUES

$
147,778


$
143,733


$
351,844


$
430,618COST OF CONTRACT REVENUES


111,236



104,603



301,194



313,811Gross profit


36,542



39,130



50,650



116,807SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


7,915



8,318



24,011



25,641GAIN ON INSURANCE SETTLEMENT














(14,300
)RESERVE FOR CLAIMS AND RECEIVABLES














18,458Operating income


28,627



30,812



26,639



87,008OTHER:Interest expense


(2,816
)


(3,146
)


(8,521
)


(10,771
)Interest income


886



894



2,654



1,686Loss on debt extinguishment














(2,402
)Other income (expense), net


(50
)


395



(35
)


358INCOME BEFORE INCOME TAXES


26,647



28,955



20,737



75,879INCOME TAX PROVISION


7,773



8,089



5,829



22,672NET INCOME

$
18,874


$
20,866


$
14,908


$
53,207EARNINGS PER SHARE  BASIC AND DILUTED:Net income per share  basic

$
0.59


$
0.66


$
0.47


$
1.75Net income per share  diluted

$
0.58


$
0.64


$
0.46


$
1.72WEIGHTED AVERAGE SHARES USED IN COMPUTING EARNINGS PER SHARE:BASIC


32,169,115



31,814,060



32,003,633



30,334,235DILUTED


32,387,538



32,370,209



32,131,845



30,882,186    4




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Nine Months EndedSeptember 30,2007


2006(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
14,908


$
53,207Adjustments to reconcile net income to net cash provided by
    operating activities  Depreciation and amortization


18,570



20,101Gain on insurance settlement






(14,300
)Net gain on sale of assets






(25
)Reserve for claims and receivables






18,458Deferred income taxes


379



11,882Paid in-kind interest on subordinated notes and related party
    term debt


851



1,109Amortization of deferred loan fees recorded as interest expense


424



665Stock-based compensation expense


2,961



6,676Loss on debt extinguishment






2,402Changes in operating assets and liabilities Restricted cash


9,325



2,712Accounts receivable


(78,053
)


(60,201
)Costs in excess of billings


37,441



(26,758
)Billings in excess of costs


24



(1,201
)Other assets


(1,233
)


(5,758
)Accounts payable


(3,064
)


(2,749
)Accrued and other liabilities


4,909



4,390Accrued job costs


15,206



(2,780
)Current taxes payable


1,958



2,261Net cash provided by operating activities


24,606



10,091CASH FLOWS FROM INVESTING ACTIVITIES:Purchases and additions to property and equipment


(10,189
)


(18,269
)Proceeds from casualty insurance claim






14,300Proceeds from sale of assets


500



25Purchases of short-term investments


(39,150
)


Sales of short-term investments


32,925



Net cash used in investing activities


(15,914
)


(3,944
)CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on term debt


(11,428
)


(25,819
)Principal payments under related party term debt






(548
)Deferred loan fees






(466
)Proceeds from issuance of common stock, net






38,140Stock option transactions






8Net cash provided by (used in) financing activities


(11,428
)


11,315NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(2,736
)


17,462CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


96,890



42,960CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
94,154


$
60,422SUPPLEMENTAL DISCLOSURES:Cash paid for interest

$
7,377


$
8,659Cash paid for income taxes

$
7,238


$
8,597Cash refund for income taxes

$
4,000


$
NON-CASH INVESTING AND FINANCING ACTIVITIES:Capital expenditures for property and equipment included in
    accrued liabilities

$
182


$
3,507Repayment of debt and accrued interest with proceeds of
    additional debt

$



$
74,679Purchase of vessel with long-term debt

$



$
11,000Payment of deferred loan fees, closing costs and fees through
    issuance of term debt

$



$
2,721    5




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    ORGANIZATION
    AND BASIS OF PRESENTATION:  hook-up and/or
    Form 10-K
    Use of
    Estimates
   6




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
  Proposed
    Merger
    Hart-Scott-Rodino Hart-Scott-Rodino
  2.  PEMEX
    CONTRACTS:
    
    Continued adverse weather conditions impeded the ability of our
    subcontracted diving support vessels to perform weather
    sensitive work.
    A subcontracted diving support vessel was in port for repairs
    for most of the third quarter, causing further project
    completion delays and additional third party costs.
    We engaged an additional third party dive support vessel to
    assist in completion of these projects and utilized our barge,
    the Canyon Horizon, which increased costs.
    Poor productivity of our barges and third party subcontracted
    vessels has also increased costs.
    We recorded additional penalties that we expect to incur for
    these delays.    
    delays in mobilization and mechanical downtime of the Texas
    Horizon,
    Pemexs reduction in the original scope of work under our
    second contract,
    excessive non-compensable weather delays,
    poor productivity of diving subcontractors and delays due to
    excessive mechanical downtime of subcontracted diving equipment,
    Pemexs dispute of change orders related to weather delays,
    client interference and extra work that had been recognized in
    prior periods, and 7




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
   
    completion penalties covering out-of-contract periods.        3.  ACCOUNTS
    RECEIVABLE:
     8




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
        4.  CERTAIN
    BALANCE SHEET ACCOUNTS:
  Short-term
    Investments
    Restricted
    Cash
   9




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
  5.  NOTES
    PAYABLE:
    September 30,


December 31,2007


2006Term loan payable to CIT Group Equipment/Financing Inc., due
    March 9, 2011

$
56,204


$
64,304Term loan payable to General Electric Credit Corporation of
    Tennessee, due January 1, 2011


23,388



25,000Term loan payable to GE Capital Corporation, due January 1,
    2012


5,395



6,246Term loan payable to GE Capital Corporation, due June 29,
    2011


3,893



4,7588% Subordinated Notes, due March 31, 2010


14,755



13,904$30 million revolving credit facility with PNC Bank, N.A.,
    maturing April 28, 2011






Total debt

$
103,635


$
114,212Current maturities of long-term debt

$
13,961


$
14,813Long-term debt, net of current maturities

$
74,919


$
85,495Subordinated notes

$
14,755


$
13,904        10




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
  6.  STOCKHOLDERS
    EQUITY:
  Earnings
    Per Share
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Net income

$
18,874


$
20,866


$
14,908


$
53,207Average common shares outstanding


32,169



31,814



32,004



30,334Basic earnings per share

$
0.59


$
0.66


$
0.47


$
1.75Average common and dilutive potential common shares outstanding:Average common shares outstanding


32,169



31,814



32,004



30,334Unvested restricted stock and assumed exercise of stock options


219



556



128



54832,388



32,370



32,132



30,882Diluted earnings per share

$
0.58


$
0.64


$
0.46


$
1.72     Stock
    Plans
     11




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
    Stock-Based
    Compensation
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2007


2006


2007


2006Cost of contract revenues

$



$
0.3


$



$
0.8Selling, general and administrative expenses


0.9



1.9



3.0



5.9$
0.9


$
2.2


$
3.0


$
6.7       7.
    GAIN ON
    INSURANCE SETTLEMENT:  Gulf Horizon
  8.
    INCOME
    TAXES:  Gulf Horizon
 12




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
    Accounting
    for Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
  9.
    COMMITMENTS
    AND CONTINGENCIES:  Litigation
  Form 10-Q
    Contractual
    Disputes  Unasserted Claims for Penalties Resulting
    from Contract Delays
      Tax
    Assessment
   13




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
    Letters
    of Credit
    Capital
    Expenditures
    Warranties
    10.
    RECENT
    ACCOUNTING PRONOUNCEMENTS:  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities, including an amendment of FASB Statement
    No. 115.
 14




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
  11.
    GEOGRAPHIC
    INFORMATION AND SIGNIFICANT CUSTOMERS:    Nine MonthsThree Months Ended


EndedSeptember 30,


September 30,2007


2006


2007


2006Revenues:Domestic

$
107.7


$
61.3


$
216.6


$
201.1Latin America


16.8



66.1



74.4



146.3West Africa


13.0



6.7



34.9



68.9Southeast Asia/Mediterranean


10.3



9.6



25.9



14.3Total

$
147.8


$
143.7


$
351.8


$
430.6Gross Profit:Domestic

$
42.1


$
21.7


$
66.4


$
75.5Latin America


(9.2
)


19.3



(18.6
)


39.2West Africa


(1.9
)


(7.5
)


(10.7
)


(5.7
)Southeast Asia/Mediterranean


5.5



5.6



13.6



7.8Total

$
36.5


$
39.1


$
50.7


$
116.8   As ofSeptember 30,


December 31,2007


2006Property and Equipment(1):Domestic

$
144.4


$
121.1Latin America


15.2



39.4West Africa


0.3



0.3Southeast Asia/Mediterranean


34.5



36.6Total

$
194.4


$
197.4     (1)
    
    Property and equipment includes vessels, property and related
    marine equipment. Amounts reflect the location of the assets at
    September 30, 2007 and December 31, 2006. Equipment
    location changes as necessary to meet working requirements.
    Other identifiable assets include inventory and other long-term
    assets, and are primarily located in the domestic region. 15




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##### Table of Contents



HORIZON
    OFFSHORE, INC. AND SUBSIDIARIES
  CONDENSED
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  Continued
     Nine MonthsThree Months Ended


EndedSeptember 30,


September 30,Customer

2007


2006


2007


2006Customer A


52
%






39
%


Customer B


(1
)%


42
%


12
%


29
%Customer C


9
%


5
%


10
%


16
%Customer D


12
%


2
%


9
%


10
%Customer E


12
%






5
%


Customer F






16
%


6
%


6
%Customer G






13
%


1
%


8
%    16




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##### Table of Contents



Item 2.
    Managements
    Discussion And Analysis Of Financial Condition And Results Of
    Operations  Form 10-K.
  General
      
    laying, burying or repairing marine pipelines;
    providing
    hook-up and
    commissioning services;
    installing production platforms and other structures; and
    disassembling and salvaging production platforms and other
    structures.    
    expectations and perception about future demand and the price of
    oil and gas;
    the ability of the oil and gas industry to access capital;
    the cost of exploring for, producing and developing oil and gas
    reserves;
    discovery rates of new oil and gas reserves in offshore areas;
    sale and expiration dates of offshore leases in the United
    States and abroad;
    local and international political and economic conditions;
    governmental regulations;
    the availability and cost of capital; and
    damage to structures and pipelines caused by hurricanes and
    severe weather conditions in the U.S. Gulf of Mexico and
    other areas.       17




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##### Table of Contents



Proposed
    Merger
    Hart-Scott-Rodino Hart-Scott-Rodino
  Overview
  Sea Horizon
    
    Continued adverse weather conditions impeded the ability of our
    subcontracted diving support vessels to perform weather
    sensitive work.
    A subcontracted diving support vessel was in port for repairs
    for most of the third quarter, causing further project
    completion delays and additional third party costs.
    We engaged an additional third party dive support vessel to
    assist in completion of these projects and utilized our barge,
    the Canyon Horizon, which increased costs.
    Poor productivity of our barges and third party subcontracted
    vessels has also increased costs.
    We recorded additional penalties that we expect to incur for
    these delays.   18




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##### Table of Contents



Results
    of Operations
    Three Months


Nine MonthsEnded September 30,


Ended September 30,2007


2006


2007


2006Revenues:Domestic

$
107.7


$
61.3


$
216.6


$
201.1Latin America


16.8



66.1



74.4



146.3West Africa


13.0



6.7



34.9



68.9Southeast Asia/Mediterranean


10.3



9.6



25.9



14.3Total

$
147.8


$
143.7


$
351.8


$
430.6Gross Profit:Domestic

$
42.1


$
21.7


$
66.4


$
75.5Latin America


(9.2
)


19.3



(18.6
)


39.2West Africa


(1.9
)


(7.5
)


(10.7
)


(5.7
)Southeast Asia/Mediterranean


5.5



5.6



13.6



7.8Total

$
36.5


$
39.1


$
50.7


$
116.8   Quarter
    Ended September 30, 2007 Compared to the Quarter Ended
    September 30, 2006
  Contract Revenues.
  Atlantic Horizon Lonestar Horizon Texas
    Horizon
   19




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##### Table of Contents



Sea Horizon Sea Horizon
  Gross Profit. Sea Horizon
  Selling, General and Administrative
    Expenses.
  Interest Expense.
  Three MonthsEnded September 30,2007


2006Cash paid for interest

$
2.4


$
2.3Interest paid in-kind


0.3



0.3Other non-cash charges, net


0.1



0.5$
2.8


$
3.1     Interest Income.
 20




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##### Table of Contents



Other Income (Expense), Net.
  Income Taxes. Gulf Horizon
  Nine
    Months Ended September 30, 2007 Compared to the Nine Months
    Ended September 30, 2006
  Contract Revenues.
  Sea Horizon Sea Horizon
  Gross Profit. Texas
    Horizon
 21




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##### Table of Contents



Selling, General and Administrative
    Expenses.
  Gain on Insurance Settlement. Gulf Horizon
  Reserves for claims and receivables.
  Interest Expense.
  Nine MonthsEnded September 30,2007


2006Cash paid for interest

$
7.4


$
8.7Interest paid in-kind


0.9



1.1Other non-cash charges, net


0.2



1.0$
8.5


$
10.8     Interest Income.
  Loss on Debt Extinguishment.
  Other Income (Expense), Net.
 22




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##### Table of Contents



Income Taxes. Gulf Horizon
  Liquidity
    and Capital Resources
  General
    start-up start-up start-up
  Working
    Capital
     23




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##### Table of Contents



Indebtedness
        Cash
    Flows
    Atlantic
    Horizon Texas Horizon
   24




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##### Table of Contents



Contractual
    Disputes  Unasserted Claims for Penalties Resulting
    from Contract Delays
      Off-Balance
    Sheet Arrangements
      Contractual
    Obligations and Capital Expenditures
    Remainderof 2007


2008


2009


2010


2011


Thereafter


TotalPrincipal and interest payments on debt

$
7,165


$
19,508


$
18,092


$
35,285


$
47,942


$
697


$
128,689Operating leases


653



2,361



769



1,879



1,838



7,017



14,517$
7,818


$
21,869


$
18,861


$
37,164


$
49,780


$
7,714


$
143,206     New
    Accounting Pronouncements
    Critical
    Accounting Policies and Estimates
  Form 10-K. Form 10-K.
 25




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##### Table of Contents



Form 10-K.
  Forward-Looking
    Statements
    
    our business is highly cyclical;
    oil and gas prices are volatile and price declines may affect us;
    the highly competitive nature of the marine construction
    business;
    seasonality of the offshore construction industry in the
    U.S. Gulf of Mexico;
    operating hazards, including the unpredictable effect of natural
    occurrences on operations, such as hurricanes and other hazards
    associated with maritime activities, and the significant
    possibility of accidents resulting in personal injury and
    property damage;
    risks involved in the expansion of our operations into
    international offshore oil and gas producing areas;
    our ability to obtain and retain highly skilled personnel;
    extreme weather conditions may adversely impact our operations;
    contract bidding risks, including those involved in performing
    projects on a fixed-price basis and extra work performed outside
    the original scope of work, and the successful negotiation and
    collection of contract claims for such extra work;
    our dependence on continued strong working relationships with
    significant customers operating in the Gulf of Mexico;
    percentage-of-completion accounting;
    estimates and assumptions that we use to prepare our financial
    statements;
    the continued active participation of our executive officers and
    key operating personnel;
    the effect on our performance from regulatory programs and
    environmental matters;
    our international operations are subject to the
    U.S. Foreign Corrupt Practices Act;
    our ability to fund working capital requirements;
    limitations on our operating and financial flexibility because
    of restrictive covenants in our debt instruments;
    our ability to obtain performance bonds and letters of credit if
    required to secure our performance under new international
    contracts;
    the potential impairment of our assets in the future; and
    a possible terrorist attack or armed conflict.  Form 10-K.
 26




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K.
  Item 4.
    Controls
    and Procedures  Rule 13a-15(b) Rule 13a-15(e)
    PART II.
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings    Form 10-Q Form 10-K.
    Item 1A.
    Risk
    Factors  Form 10-K, Form 10-K.
 27




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##### Table of Contents



Item 6.
    Exhibits  Exhibits3
.1

Amended and Restated Certificate of Incorporation of the Company
    (Incorporated by reference to the Companys Current Report
    on Form 8-K filed September 19, 2005)3
.2

Certificate of Amendment to the Amended and Restated Certificate
    of Incorporation of the Company (Incorporated by reference to
    the Companys Current Report on Form 8-K filed April 18,
    2006)3
.3

Bylaws of the Company (Incorporated by reference to the
    Companys Current Report on Form 8-K filed September 19,
    2005)4
.1

Specimen of Common Stock Certificate (Incorporated by reference
    to the Companys Current Report on Form 8-K filed April 18,
    2006)31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002 (Filed herewith)31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002 (Filed herewith)32
.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 (Filed herewith)32
.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 (Filed herewith)  28




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##### Table of Contents



SIGNATURES
      By:
    /s/  Ronald
    D. Mogel      29




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit

Description3
.1

Amended and Restated Certificate of Incorporation of the Company
    (Incorporated by reference to the Companys Current Report
    on Form 8-K filed September 19, 2005)3
.2

Certificate of Amendment to the Amended and Restated Certificate
    of Incorporation of the Company (Incorporated by reference to
    the Companys Current Report on Form 8-K filed April 18,
    2006)3
.3

Bylaws of the Company (Incorporated by reference to the
    Companys Current Report on Form 8-K filed September 19,
    2005)4
.1

Specimen of Common Stock Certificate (Incorporated by reference
    to the Companys Current Report on Form 8-K filed April 18,
    2006)31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002 (Filed herewith)31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002 (Filed herewith)32
.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 (Filed herewith)32
.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 (Filed herewith)  30