##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 
   
 iPayment,
Inc.
  Delaware
    
    62-1847043(State or Other Jurisdiction of Incorporation
or Organization)
    
    (I.R.S. Employer Identification No.)40 Burton Hills Boulevard, Suite 415
Nashville, Tennessee
    
    37215(Address of Principal Executive Offices)
    
    (Zip Code)Registrants Telephone Number, Including Area Code:
    
    (615) 665-1858Former name, address and fiscal year, if changed
since last report:
    
    Not Applicable
 þ o
 þ o
  Class
    
    Outstanding at July 31, 2005Common Stock, $0.01 par value
    
    17,009,090




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TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1Financial StatementsConsolidated Balance Sheets as of June 30, 2005 (Unaudited) and December 31, 2004
    
    
    3Unaudited Consolidated Income Statements for the three and six months ended June 30, 2005 and 2004
    
    
    4Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2004
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
    
    
    12Item 3Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4Controls and Procedures
    
    
    19PART II  OTHER INFORMATIONItem 1Legal Proceedings
    
    
    19Item 2Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3Defaults Upon Senior Securities
    
    
    19Item 4Submission of Matters to a Vote of Security Holders
    
    
    19Item 5Other Information
    
    
    20Item 6Exhibits and Reports on Form 8-K
    
    
    20SIGNATURES
    
    
    20EXHIBITS
    
    
    20Ex-10.1  Compensation Arrangements for Special Committee MembersEx-31.1  Section 302 Certification of the CEOEx-31.2  Section 302 Certification of the CFOEx-32.1  Section 906 Certification of the CEOEx-32.2  Section 906 Certification of the CFO




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##### Table of Contents



Part 1.
 
 Item 1. Financial Statements
 iPAYMENT, INC.
 
 CONSOLIDATED BALANCE SHEETS
  June 30,2005
    
    December 31,(Unaudited)
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,349
    
    
    $
    888Accounts receivable, net of allowance for doubtful accounts of $150 and $130 at
June 30, 2005 and December 31, 2004, respectively
    
    
    20,430
    
    
    
    17,031Prepaid expenses and other current assets
    
    
    9,453
    
    
    
    6,765Total current assets
    
    
    32,232
    
    
    
    24,684Restricted cash
    
    
    2,478
    
    
    
    3,248Property and equipment, net
    
    
    2,957
    
    
    
    2,749Intangible assets, net of accumulated amortization of $47,174 and $28,896
at June 30, 2005 and December 31, 2004, respectively.
    
    
    207,385
    
    
    
    219,331Goodwill, net
    
    
    102,966
    
    
    
    79,360Other assets, net
    
    
    10,063
    
    
    
    6,876Total assets
    
    $
    358,081
    
    
    $
    336,248LIABILITIES and STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    8,151
    
    
    $
    2,418Accrued liabilities and other
    
    
    23,128
    
    
    
    11,377Total current liabilities
    
    
    31,279
    
    
    
    13,795Related party long-term debt
    
    
    16,027
    
    
    
    15,937Long-term debt
    
    
    136,500
    
    
    
    152,500Total liabilities
    
    
    183,806
    
    
    
    182,232Minority interest in equity of consolidated subsidiary
    
    
    1,330
    
    
    
    Commitments and contingenciesStockholders equityPreferred stock, $0.01 par value; 17,422,800 shares authorized, no shares
issued or outstanding at June 30, 2005, and December 31, 2004
    
    
    
    
    
    
    Common stock, $0.01 par value; 180,000,000 shares authorized, 17,009,090
shares issued and outstanding at June 30, 2005; 180,000,000 shares
authorized, 16,757,891 shares issued and outstanding at December 31, 2004
    
    
    139,866
    
    
    
    132,825Deferred compensation
    
    
    (5,030
    )
    
    
    (2,318
    )Retained earnings
    
    
    38,109
    
    
    
    23,509Total stockholders equity
    
    
    172,945
    
    
    
    154,016Total liabilities and stockholders equity
    
    $
    358,081
    
    
    $
    336,248




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##### Table of Contents



iPAYMENT, INC.
 
 CONSOLIDATED INCOME STATEMENTS
   Three Months Ended June 30,
    
    Six Months Ended June 30,2005
    
    2004
    
    2005
    
    2004Revenues
    
    $
    181,138
    
    
    $
    89,384
    
    
    $
    344,501
    
    
    $
    169,353Operating expenses:Interchange
    
    
    106,031
    
    
    
    43,513
    
    
    
    203,452
    
    
    
    80,828Other costs of services
    
    
    55,091
    
    
    
    33,683
    
    
    
    103,866
    
    
    
    65,385Selling, general and administrative
    
    
    4,676
    
    
    
    2,796
    
    
    
    8,200
    
    
    
    5,682Total operating expenses
    
    
    165,798
    
    
    
    79,992
    
    
    
    315,518
    
    
    
    151,895Income from operations
    
    
    15,340
    
    
    
    9,392
    
    
    
    28,983
    
    
    
    17,458Other expense (income):Interest expense
    
    
    2,281
    
    
    
    649
    
    
    
    4,578
    
    
    
    1,359Other expense (income)
    
    
    496
    
    
    
    
    
    
    
    577
    
    
    
    (339
    )Income before income taxes and minority interest
in earnings of consolidated subsidiary
    
    
    12,563
    
    
    
    8,743
    
    
    
    23,828
    
    
    
    16,438Income tax provision
    
    
    4,900
    
    
    
    3,066
    
    
    
    9,293
    
    
    
    5,759Minority interest in earnings of consolidated subsidiary
    
    
    66
    
    
    
    
    
    
    
    66
    
    
    
    Net income
    
    $
    7,729
    
    
    $
    5,677
    
    
    $
    14,601
    
    
    $
    10,679Basic and diluted earnings per common share:Earnings per shareBasic
    
    $
    0.46
    
    
    $
    0.34
    
    
    $
    0.87
    
    
    $
    0.65Diluted
    
    $
    0.43
    
    
    $
    0.32
    
    
    $
    0.81
    
    
    $
    0.60Weighted average shares outstandingBasic
    
    
    16,783
    
    
    
    16,527
    
    
    
    16,752
    
    
    
    16,493Diluted
    
    
    18,214
    
    
    
    18,113
    
    
    
    18,247
    
    
    
    18,083




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##### Table of Contents



iPAYMENT, INC.
 
 CONSOLIDATED STATEMENTS of CASH FLOWS
 
 Six Months Ended June 30,2005
    
    2004Cash flows from operating activitiesNet income
    
    $
    14,601
    
    
    $
    10,679Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    20,272
    
    
    
    9,576Noncash interest expense
    
    
    495
    
    
    
    321Changes in assets and liabilities, excluding effects of acquisitions:Accounts receivable
    
    
    (3,399
    )
    
    
    (1,064
    )Prepaid expenses and other current assets
    
    
    (2,668
    )
    
    
    (2,389
    )Other assets
    
    
    (4,368
    )
    
    
    (181
    )Accounts payable
    
    
    5,718
    
    
    
    1,931Accrued liabilities and other
    
    
    3,632
    
    
    
    2,461Net cash provided by operating activities
    
    
    34,283
    
    
    
    21,334Cash flows from investing activitiesChange in restricted cash
    
    
    770
    
    
    
    7,797Expenditures for property and equipment
    
    
    (810
    )
    
    
    (149
    )Acquisitions of businesses, portfolios and other intangibles, net of cash acquired
    
    
    (18,712
    )
    
    
    (3,760
    )Net cash (used in) provided by investing activities
    
    
    (18,752
    )
    
    
    3,888Cash flows from financing activitiesNet repayments on line of credit
    
    
    (16,000
    )
    
    
    (21,500
    )Repayments of debt
    
    
    
    
    
    
    (4,515
    )Proceeds from issuance of common stock
    
    
    1,930
    
    
    
    937Net cash used in financing activities
    
    
    (14,070
    )
    
    
    (25,078
    )Net increase in cash and cash equivalents
    
    
    1,461
    
    
    
    144Cash and cash equivalents, beginning of period
    
    
    888
    
    
    
    733Cash and cash equivalents, end of period
    
    $
    2,349
    
    
    $
    877Supplemental disclosure of cash flow information:Cash paid during the period for income taxes
    
    $
    5,478
    
    
    $
    1,975Cash paid during the period for interest
    
    $
    3,512
    
    
    $
    848Supplemental schedule of non-cash activities:Accrual of
Deferred payments of acquisitions of businesses
    
    $
    9,500
    
    
    $
    Restricted stock issued to employees
    
    $
    3,625
    
    
    $
    1,410




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iPAYMENT, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (1) Organization and Business and Basis of Presentation
 Organization and Business
   Basis of Presentation
   Use of Estimates
  Stock-Based Compensation
 Accounting for Stock-Based Compensation Accounting
for Stock-Based Compensation-Transition and Disclosure  an amendment of FASB Statement No. 123 Accounting for Stock Issued to Employees




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iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  Three Months Ended June 30,
    
    Six Months Ended June 30,2005
    
    2004
    
    2005
    
    2004Net income, as reported
    
    $
    7,729
    
    
    $
    5,677
    
    
    $
    14,601
    
    
    $
    10,679Deduct: Total stock-based employee compensation expense
determined under fair-value-based method
    
    
    (590
    )
    
    
    (371
    )
    
    
    (1,165
    )
    
    
    (816
    )Pro forma net income
    
    $
    7,139
    
    
    $
    5,306
    
    
    $
    13,436
    
    
    $
    9,863Earnings per share:As reported:Basic
    
    $
    0.46
    
    
    $
    0.34
    
    
    $
    0.87
    
    
    $
    0.65Diluted
    
    $
    0.43
    
    
    $
    0.32
    
    
    $
    0.81
    
    
    $
    0.60Pro Forma:Basic
    
    $
    0.43
    
    
    $
    0.32
    
    
    $
    0.80
    
    
    $
    0.60Diluted
    
    $
    0.40
    
    
    $
    0.30
    
    
    $
    0.75
    
    
    $
    0.56
  (2) Acquisitions
  First Data Merchant Services Merchant Portfolio
  Other Acquisitions




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iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
  (3) Long-Term Debt
    (4) Stockholders Equity
 Earnings Per Share
 Earnings per Share




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iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Three Months Ended June 30,2005
    
    2004Income
    
    Common
    
    Per Share
    
    Income
    
    Common
    
    Per ShareAvailable
    
    Shares
    
    Amount
    
    Available
    
    Shares
    
    AmountBasic earnings per share
    
    $
    7,729
    
    
    
    16,783
    
    
    $
    0.46
    
    
    $
    5,677
    
    
    
    16,527
    
    
    $
    0.34Effects of dilutive securities:Stock options
    
    
    
    
    
    
    691
    
    
    
    (0.02
    )
    
    
    
    
    
    
    884
    
    
    
    (0.01
    )Convertible debt
    
    
    100
    
    
    
    662
    
    
    
    (0.01
    )
    
    
    101
    
    
    
    662
    
    
    
    (0.01
    )Restricted stock
    
    
    
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    Diluted earnings per share
    
    $
    7,829
    
    
    
    18,214
    
    
    $
    0.43
    
    
    $
    5,778
    
    
    
    18,113
    
    
    $
    0.32
 Six Months Ended June 30,2005
    
    2004Income
    
    Common
    
    Per Share
    
    Income
    
    Common
    
    Per ShareAvailable
    
    Shares
    
    Amount
    
    Available
    
    Shares
    
    AmountBasic earnings per share
    
    $
    14,601
    
    
    
    16,752
    
    
    $
    0.87
    
    
    $
    10,679
    
    
    
    16,493
    
    
    $
    0.65Effects of dilutive securities:Stock options
    
    
    
    
    
    
    750
    
    
    
    (0.04
    )
    
    
    
    
    
    
    891
    
    
    
    (0.03
    )Convertible debt
    
    
    200
    
    
    
    662
    
    
    
    (0.02
    )
    
    
    202
    
    
    
    662
    
    
    
    (0.02
    )Restricted stock
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    Diluted earnings per share
    
    $
    14,801
    
    
    
    18,247
    
    
    $
    0.81
    
    
    $
    10,881
    
    
    
    18,083
    
    
    $
    0.60
 (5) Segment Information and Geographical Information
  (6) Recent Accounting Pronouncements
  (7) Income Taxes
 Accounting for Income
Taxes
 (8) Commitments and Contingencies
 Litigation




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##### Table of Contents



iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 Robert Aguilard, et al., on behalf of themselves and all persons similarly situated v.
E-Commerce Exchange, Inc., A-1 Leasing LLC, and Duvera Billing Services Civil Action
No.05CC02794  State of California, Superior Court of Orange County.
   Venus L. Franklin and Sandra Lindsey v. Leasecomm Corporation and E-Commerce Exchange,
Inc.,
   France Vacations, Inc., etc. v. Citibank, etc., and iPayment, Inc. et al. , Los Angeles
County Superior Court, State of California, Case No. BC327932.




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##### Table of Contents



iPAYMENT, INC.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
    (9) Significant Developments




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements May Prove Inaccurate
   Executive Overview
     Critical Accounting Policies
  Accounting for Goodwill and Intangible Assets.




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Goodwill and Other Intangible Assets,
   Accounting for Stock-Based Compensation. Share-Based Payment
  Reserve for Merchant Losses
 Income Taxes. Accounting for Income Taxes.
 Minority Interest.




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##### Table of Contents



Components of Revenues and Expenses
  Reporting Revenue Gross as a Principal Versus Net as
an Agent,
     Seasonality Trend
  Off-Balance Sheet Arrangements




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##### Table of Contents



Results of Operations
 Three Months Ended June 30, 2005 (2005) Compared to Three Months Ended June 30, 2004 (2004)
 In thousands (Unaudited)
 Three months ended
    
    % of Total
    
    Three months ended
    
    % of Total
    
    ChangeJune 30, 2005
    
    Revenue
    
    June 30, 2004
    
    Revenue
    
    Amount
    
    %Revenues
    
    $
    181,138
    
    
    
    100.0
    %
    
    $
    89,384
    
    
    
    100.0
    %
    
    $
    91,754
    
    
    
    102.7
    %Operating ExpensesInterchange
    
    
    106,031
    
    
    
    58.5
    
    
    
    43,513
    
    
    
    48.7
    
    
    
    62,518
    
    
    
    143.7Other costs of services
    
    
    55,091
    
    
    
    30.4
    
    
    
    33,683
    
    
    
    37.7
    
    
    
    21,408
    
    
    
    63.6Selling, general and administrative
    
    
    4,676

    
    
    
    2.6
    
    
    
    2,796
    
    
    
    3.1
    
    
    
    1,880
    
    
    
    67.2Total operating expenses
    
    
    165,798
    
    
    
    91.5
    
    
    
    79,992
    
    
    
    89.5
    
    
    
    85,806
    
    
    
    107.3Income from operations
    
    
    15,340
    
    
    
    8.5
    
    
    
    9,392
    
    
    
    10.5
    
    
    
    5,948
    
    
    
    63.3Other expenseInterest expense
    
    
    2,281
    
    
    
    1.3
    
    
    
    649
    
    
    
    0.7
    
    
    
    1,632
    
    
    
    251.5Other
    
    
    496
    
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    496
    
    
    
    100.0Total other expense
    
    
    2,777
    
    
    
    1.6
    
    
    
    649
    
    
    
    0.7
    
    
    
    2,128
    
    
    
    327.9Income before income taxes and minority
interest in earnings of subsidiary
    
    
    12,563
    
    
    
    6.9
    
    
    
    8,743
    
    
    
    9.8
    
    
    
    3,820
    
    
    
    43.7Income tax provision
    
    
    4,900
    
    
    
    2.7
    
    
    
    3,066
    
    
    
    3.4
    
    
    
    1,834
    
    
    
    59.8Minority interest in earnings of subsidiary
    
    
    66
    
    
    
    0.0
    
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    100.0Net income
    
    $
    7,729
    
    
    
    4.2
    
    
    $
    5,677
    
    
    
    6.4
    
    
    $
    1,986
    
    
    
    35.0
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 Income Tax




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Six Months Ended June 30, 2005 (2005) Compared to Six Months Ended June 30, 2004 (2004)
 In thousands (Unaudited)
 Six months ended
    
    % of Total
    
    Six months ended
    
    % of Total
    
    ChangeJune 30, 2005
    
    Revenue
    
    June 30, 2004
    
    Revenue
    
    Amount
    
    %Revenues
    
    $
    344,501
    
    
    
    100.0
    %
    
    $
    169,353
    
    
    
    100.0
    %
    
    $
    175,148
    
    
    
    103.4
    %Operating ExpensesInterchange
    
    
    203,452
    
    
    
    59.1
    
    
    
    80,828
    
    
    
    47.7
    
    
    
    122,624
    
    
    
    151.7Other costs of services
    
    
    103,866
    
    
    
    30.1
    
    
    
    65,385
    
    
    
    38.6
    
    
    
    38,481
    
    
    
    58.9Selling, general and administrative
    
    
    8,200
    
    
    
    2.4
    
    
    
    5,682
    
    
    
    3.4
    
    
    
    2,518
    
    
    
    44.3Total operating expenses
    
    
    315,518
    
    
    
    91.6
    
    
    
    151,895
    
    
    
    89.7
    
    
    
    163,623
    
    
    
    107.7Income from operations
    
    
    28,983
    
    
    
    8.4
    
    
    
    17,458
    
    
    
    10.3
    
    
    
    11,525
    
    
    
    66.0Other expenseInterest expense
    
    
    4,578
    
    
    
    1.3
    
    
    
    1,359
    
    
    
    0.8
    
    
    
    3,219
    
    
    
    236.9Other expense (income)
    
    
    577
    
    
    
    0.2
    
    
    
    (339
    )
    
    
    (0.2
    )
    
    
    916
    
    
    
    (270.2
    )Total other expense
    
    
    5,155
    
    
    
    1.5
    
    
    
    1,020
    
    
    
    0.6
    
    
    
    4,135
    
    
    
    405.4Income before income taxes and minority
interest in earnings of subsidiary
    
    
    23,828
    
    
    
    6.9
    
    
    
    16,438
    
    
    
    9.7
    
    
    
    7,390
    
    
    
    45.0Income tax provision
    
    
    9,293
    
    
    
    2.7
    
    
    
    5,759
    
    
    
    3.4
    
    
    
    3,534
    
    
    
    61.4Minority interest in earnings of subsidiary
    
    
    66
    
    
    
    0.0
    
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    100.0Net income
    
    $
    14,601
    
    
    
    4.2
    
    
    $
    10,679
    
    
    
    6.3
    
    
    $
    3,922
    
    
    
    36.7
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 Income Tax




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Liquidity and Capital Resources
  Operating activities
   Investing activities
   Financing activities




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Payments due by periodContractual Obligations
    
    Total
    
    Less than 1 year
    
    1-3 years
    
    3-5 years
    
    More than 5 yearsCredit facility
    
    $
    136,500
    
    
    $
    
    
    
    $
    
    
    
    $
    136,500
    
    
    $
    Convertible notes (including accrued interest)
    
    
    16,027
    
    
    
    
    
    
    
    16,027
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    4,095
    
    
    
    1,108
    
    
    
    1,922
    
    
    
    1,065
    
    
    
    Purchase obligations (1)(2)(3)
    
    
    55,287
    
    
    
    19,729
    
    
    
    22,121
    
    
    
    9,513
    
    
    
    3,924Total contractual obligations
    
    $
    211,909
    
    
    $
    20,837
    
    
    $
    40,070
    
    
    $
    147,078
    
    
    $
    3,924
 
 (1)
    
    Purchase obligations represent costs of contractually guaranteed
minimum processing volumes with certain of our third-party
transaction processors.(2)
    
    We are required to pay FDMS an annual processing fee related to
the FDMS Merchant Portfolio and the FDMS Agent Bank Portfolio of
at least $13.7 million in fiscal 2005, and for each subsequent
year through 2011 of at least 70% of the amount of the processing
fee paid during the immediately preceding year. The minimum
commitment for years after 2005, included in the table above are
based on the preceding year minimum amounts. The actual minimum
commitments for such years may vary based on actual results in
preceding years.(3)
    
    We have agreed to utilize FDMS to process at least 75% of our
consolidated transaction sales volume in any calendar year
beginning in 2005 and continuing through 2011. The minimum
commitments for such years are not calculable as of June 30, 2005,
and are excluded from this table.
  Effects of Inflation
  
 Item 3. Quantitative and Qualitative Disclosure about Market Risk




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal control over financial reporting
 
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  (a)
    
    Election of seven directors.(b)
    
    The ratification of the selection of Ernst & Young LLP as independent auditors of the
Company for the fiscal year ending December 31, 2005.
  Election of Directors:
    
    For
    
    WithheldPeter Y. Chung
    
    
    12,653,347
    
    
    
    200,590Gregory S. Daily
    
    
    12,426,953
    
    
    
    426,984Donald McLemore, Jr.
    
    
    12,639,323
    
    
    
    214,614Jennie Carter Thomas
    
    
    12,692,108
    
    
    
    161,829David T. Vandewater
    
    
    12,635,762
    
    
    
    218,175Clay M. Whitson
    
    
    12,447,364
    
    
    
    406,573David M. Wilds
    
    
    12,449,741
    
    
    
    404,196
 BrokerRatification of Auditors:
    
    For
    
    Against
    
    Abstain
    
    Non-Votes12,843,254
    
    
    
    9,819
    
    
    
    864
    
    
    
    




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##### Table of Contents



Item 5. Other Information
  
 Item 6. Exhibits
  
 SIGNATURES
  iPayment, Inc.Date: August 4, 2005
    By:
    /s/  Gregrory S. DailyGregory S. DailyChief Executive Officer

(Principal Executive Officer) Date:  August 4, 2005
    By:
    /s/  Clay M. WhitsonClay M. WhitsonChief Financial Officer

(Principal Financial and Accounting Officer) 
 EXHIBIT INDEX
 Exhibit No.
    
    Description10.1
    
    Compensation Arrangements for Special Committee Members31.1
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a  14(a) (as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002), filed herewith.31.2
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act
Rule 13a  14(a) (as adopted Section 302 of the Sarbanes-Oxley Act of 2002), filed
herewith.32.1
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a  14(a) and 18 U.S.C. 1350 (as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002), filed herewith.32.2
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act
Rule 13a  14(a) and 18 U.S.C. 1350 (as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002), filed herewith.