##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-50280
 
 iPayment, Inc.
  Delaware
    
    62-1847043(State or other jurisdiction 
of incorporation or organization)
    
    (IRS Employer
Identification No.)40 Burton Hills Boulevard, Suite 415Nashville, Tennessee
    
    37215(Address of principal executive offices)
    
    (Zip Code)
  o  þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
 Title of each class
    
    Shares Outstanding at August 13, 2010(Common stock, $0.01 par value)
    
    100




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##### 



PagePART I  FINANCIAL INFORMATIONItem 1Financial StatementsConsolidated Balance Sheets as of June 30, 2010
(Unaudited) and December 31, 2009
    
    
    3Unaudited Consolidated Income Statements for the three and
six months ended June 30, 2010 and 2009
    
    
    4Unaudited Consolidated Statements of Cash Flows for the
 six months ended June 30, 2010 and 2009
    
    
    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
    
    
    19Item 4Controls and Procedures
    
    
    20PART II  OTHER INFORMATIONItem 1Legal Proceedings
    
    
    21Item 1ARisk Factors
    
    
    22Item 2Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3Defaults Upon Senior Securities
    
    
    22Item 5Other Information
    
    
    23Item 6Exhibits
    
    
    23SIGNATURES
    
    
    24EXHIBITS
    
    
    25EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



Part 1.
 
 Item 1. Financial Statements
 iPAYMENT, INC.



CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2010
    
    
    2009(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1
    
    
    $
    2Accounts receivable, net of allowance for doubtful accounts of $792 and $857 at
June 30, 2010 and December 31, 2009, respectively
    
    
    24,617
    
    
    
    25,077Prepaid expenses and other current assets
    
    
    1,107
    
    
    
    1,463Deferred tax assets
    
    
    2,352
    
    
    
    2,353Total current assets
    
    
    28,077
    
    
    
    28,895Restricted cash
    
    
    668
    
    
    
    680Property and equipment, net
    
    
    4,910
    
    
    
    4,673Intangible assets and other, net of accumulated amortization of $158,346 and $138,789
at June 30, 2010 and December 31, 2009, respectively
    
    
    148,815
    
    
    
    163,774Goodwill
    
    
    527,978
    
    
    
    527,978Deferred tax assets, net
    
    
    5,969
    
    
    
    8,219Other assets, net
    
    
    11,001
    
    
    
    11,147Total assets
    
    $
    727,418
    
    
    $
    745,366LIABILITIES and STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,576
    
    
    $
    4,132Income taxes payable
    
    
    5,538
    
    
    
    8,529Accrued liabilities and other
    
    
    18,301
    
    
    
    22,835Total current liabilities
    
    
    27,415
    
    
    
    35,496Long-term debt
    
    
    633,743
    
    
    
    651,519Other liabilities
    
    
    8,916
    
    
    
    15,213Total liabilities
    
    
    670,074
    
    
    
    702,228Commitments and contingencies (Note 8)EquityCommon stock, $0.01 par value; 1,000 shares authorized, 100 shares issued and
outstanding at June 30, 2010 and December 31, 2009
    
    
    20,055
    
    
    
    20,055Accumulated other comprehensive loss, net of tax benefits of $2,532 and $4,984
at
June 30, 2010 and December 31, 2009, respectively
    
    
    (3,798
    )
    
    
    (7,475
    )Retained earnings
    
    
    41,087
    
    
    
    30,558Total equity
    
    
    57,344
    
    
    
    43,138Total liabilities and equity
    
    $
    727,418
    
    
    $
    745,366
  3




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iPAYMENT, INC.


CONSOLIDATED INCOME STATEMENTS
 Three
    
    
    Three
    
    
    Six
    
    
    SixMonths
    
    
    Months
    
    
    Months
    
    
    MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    183,933
    
    
    $
    190,745
    
    
    $
    343,473
    
    
    $
    360,798Operating expenses:Interchange
    
    
    98,544
    
    
    
    103,575
    
    
    
    189,541
    
    
    
    200,485Other costs of services
    
    
    55,902
    
    
    
    60,774
    
    
    
    106,728
    
    
    
    116,317Selling, general and administrative
    
    
    3,006
    
    
    
    4,940
    
    
    
    5,863
    
    
    
    9,757Total operating expenses
    
    
    157,452
    
    
    
    169,289
    
    
    
    302,132
    
    
    
    326,559Income from operations
    
    
    26,481
    
    
    
    21,456
    
    
    
    41,341
    
    
    
    34,239Other expense:Interest expense, net
    
    
    11,449
    
    
    
    11,694
    
    
    
    22,820
    
    
    
    23,350Other expense, net
    
    
    602
    
    
    
    1,072
    
    
    
    372
    
    
    
    1,090Income before income taxes
    
    
    14,430
    
    
    
    8,690
    
    
    
    18,149
    
    
    
    9,799Income tax provision
    
    
    6,121
    
    
    
    3,709
    
    
    
    7,619
    
    
    
    3,594Net income
    
    
    8,309
    
    
    
    4,981
    
    
    
    10,530
    
    
    
    6,205Less: Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    (758
    )
    
    
    
    
    
    
    (2,192
    )Net income attributable to iPayment, Inc.
    
    $
    8,309
    
    
    $
    4,223
    
    
    $
    10,530
    
    
    $
    4,013
  4




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##### Table of Contents



iPAYMENT, INC.


CONSOLIDATED STATEMENTS of CASH FLOWS
 Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)Cash flows from operating activitiesNet income
    
    $
    10,530
    
    
    $
    6,205Adjustments to reconcile net income to net cash
provided by operating activitiesDepreciation and amortization
    
    
    20,775
    
    
    
    24,121Noncash interest expense
    
    
    1,292
    
    
    
    1,292Changes in assets and liabilities, excluding
effects of acquisitions:Accounts receivable
    
    
    460
    
    
    
    1,237Prepaid expenses and other current assets
    
    
    356
    
    
    
    522Other assets
    
    
    (1,433
    )
    
    
    (154
    )Accounts payable and income taxes payable
    
    
    (3,547
    )
    
    
    (6,002
    )Accrued liabilities and other
    
    
    (4,703
    )
    
    
    (260
    )Net cash provided by operating activities
    
    
    23,730
    
    
    
    26,961Cash flows from investing activitiesChange in restricted cash
    
    
    12
    
    
    
    (37
    )Expenditures for property and equipment
    
    
    (1,309
    )
    
    
    (628
    )Investment in merchant advances, net
    
    
    
    
    
    
    3,780Payments related to businesses previously acquired
    
    
    
    
    
    
    (2,456
    )Payments for prepaid residual expenses
    
    
    (4,484
    )
    
    
    (1,977
    )Net cash used in investing activities
    
    
    (5,781
    )
    
    
    (1,318
    )Cash flows from financing activitiesNet (repayments) borrowings on line of credit
    
    
    (10,450
    )
    
    
    Repayments of debt
    
    
    (7,500
    )
    
    
    (27,000
    )Distributions to non controlling interest in
equity of consolidated subsidiary
    
    
    
    
    
    
    (1,200
    )Net cash used in financing activities
    
    
    (17,950
    )
    
    
    (28,200
    )Net decrease in cash and cash equivalents
    
    
    (1
    )
    
    
    (2,557
    )Cash and cash equivalents, beginning of period
    
    
    2
    
    
    
    3,589Cash and cash equivalents, end of period
    
    $
    1
    
    
    $
    1,032Supplemental disclosure of cash flow information:Cash paid during the period for income taxes
    
    $
    10,520
    
    
    $
    10,289Cash paid during the period for interest
    
    $
    21,679
    
    
    $
    22,334Supplemental schedule of non-cash activities:Accrual of deferred payments for acquisitions of
businesses with a corresponding increase in
goodwill
    
    $
    
    
    
    $
    278
  5




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Notes to Consolidated Financial Statements
 (1) Organization and Business and Basis of Presentation
 Organization and Business
     Basis of Presentation
  Use of Estimates
  Revenue Recognition
  6




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Other Costs of Services
  Financial Instruments
  
    
    Level 1: Observable quoted prices in active markets for identical assets and
liabilities.
    
    Level 2: Observable quoted prices for similar assets and liabilities in active
markets, quoted prices for identical or similar instruments in markets that are not
active, and model-based valuation techniques for which all significant assumptions are
observable in the market.
    
    Level 3: Model-based techniques that use at least one significant assumption not
observable in the market. These unobservable assumptions reflect estimates of
assumptions that market participants would use in pricing the asset or liability.
Valuation techniques include use of option pricing models, discounted cash-flow models
and similar techniques.
  Derivative Financial Instruments
   Accounting for Derivative Instruments
and Hedging Activities
 7




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Amortization of Intangible Assets
    Common Stock
  (2) Acquisitions
   (3) Investments
 Payments for Prepaid Residual Expenses
  (4) Long-Term Debt
  8




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##### Table of Contents




    
    Gregory S. Daily, our Chairman and Chief Executive Officer, Carl A. Grimstad, our
President, and certain other investors (collectively, the Permitted Holders) cease to
beneficially own equity interests in iPayment Holdings, Inc. (Holdings) representing
more than fifty percent of its voting equity interests;
    
    during any period of twelve consecutive months, a majority of Holdings Board of
Directors ceases to be composed of individuals who were members of Holdings Board of
Directors at the beginning of such period or who were elected or nominated by such
members or appointees of such members who constituted at least a majority of the Board
of Directors at the time of such election or nomination;
    
    Gregory S. Daily and certain trusts controlled by Mr. Daily cease to beneficially own
or control at least a majority of the equity interests in Holdings or any parent company
beneficially owned by the Permitted Holders; or
    
    a change of control occurs under the indenture governing our senior subordinated
notes (described below).
  
    
    any person or group other than one or more of the Permitted Holders or a parent
company becomes the beneficial owner of (i) 35% or more of the voting power of our
voting stock and (ii) more of the voting power of our voting stock than that
beneficially owned by the Permitted Holders; or
    
    a majority of the members of our Board of Directors cease to be continuing
directors.
   9




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(5) Segment Information and Geographical Information
  (6) Income Taxes
 Accounting for Income Taxes
     (7) Comprehensive Income (Loss)
   (8) Commitments and Contingencies
 Legal Proceedings
  10




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(9) Recent Accounting Pronouncements
  (10) Related Party Transactions
  (11) Significant Developments
  (12) Subsequent Events
  11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
 Forward-Looking Statements May Prove Inaccurate
  Executive Overview
   Critical Accounting Policies
  Accounting for Goodwill and Intangible Assets. Goodwill and
Other Intangible Assets
 12




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Revenue and Cost Recognition.
 Reporting Revenue Gross as a Principal Versus Net as
an Agent
   13




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Reserve for Merchant Losses
 Noncontrolling Interest.
 Consolidation of Variable Interest Entities
 Seasonality Trend
  Off-Balance Sheet Arrangements
  14




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Results of Operations
 Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009
 % of
    
    
    
    
    
    
    % ofThree months ended
    
    
    Total
    
    
    Three months ended
    
    
    Total
    
    
    ChangeJune 30, 2010
    
    
    Revenue
    
    
    June 30, 2009
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    183,933
    
    
    
    100.0
    %
    
    $
    190,745
    
    
    
    100.0
    %
    
    $
    (6,812
    )
    
    
    (3.6
    )Operating ExpensesInterchange
    
    
    98,544
    
    
    
    53.6
    
    
    
    103,575
    
    
    
    54.3
    
    
    
    (5,031
    )
    
    
    (4.9
    )Other costs of services
    
    
    55,902
    
    
    
    30.4
    
    
    
    60,774
    
    
    
    31.9
    
    
    
    (4,872
    )
    
    
    (8.0
    )Selling, general and
administrative
    
    
    3,006
    
    
    
    1.6
    
    
    
    4,940
    
    
    
    2.6
    
    
    
    (1,934
    )
    
    
    (39.1
    )Total operating expenses
    
    
    157,452
    
    
    
    85.6
    
    
    
    169,289
    
    
    
    88.8
    
    
    
    (11,837
    )
    
    
    (7.0
    )Income from operations
    
    
    26,481
    
    
    
    14.4
    
    
    
    21,456
    
    
    
    11.2
    
    
    
    5,025
    
    
    
    23.4Other expensesInterest expense, net
    
    
    11,449
    
    
    
    6.2
    
    
    
    11,694
    
    
    
    6.1
    
    
    
    (245
    )
    
    
    (2.1
    )Other expenses, net
    
    
    602
    
    
    
    0.3
    
    
    
    1,072
    
    
    
    0.6
    
    
    
    (470
    )
    
    
    (43.8
    )Total other expense
    
    
    12,051
    
    
    
    6.6
    
    
    
    12,766
    
    
    
    6.7
    
    
    
    (715
    )
    
    
    (5.6
    )Income before income taxes and earnings
attributable to noncontrolling interests
    
    
    14,430
    
    
    
    7.8
    
    
    
    8,690
    
    
    
    4.6
    
    
    
    5,740
    
    
    
    66.1Income tax provision
    
    
    6,121
    
    
    
    3.3
    
    
    
    3,709
    
    
    
    1.9
    
    
    
    2,412
    
    
    
    1.0Net Income
    
    
    8,309
    
    
    
    4.5
    
    
    
    4,981
    
    
    
    2.6
    
    
    
    3,328
    
    
    
    66.8Less: Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (758
    )
    
    
    (0.4
    )
    
    
    758
    
    
    
    (100.00
    )Net income income attributable to
iPayment, Inc.
    
    $
    8,309
    
    
    
    4.5
    
    
    $
    4,223
    
    
    
    2.2
    
    
    $
    4,086
    
    
    
    96.8
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 15




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Income Tax Noncontrolling Interests in Consolidated Financial Statements
 Noncontrolling Interests.
 Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009
 % of
    
    
    
    
    
    
    % ofSix months ended
    
    
    Total
    
    
    Six months ended
    
    
    Total
    
    
ChangeJune 30, 2010
    
    
    Revenue
    
    
    June 30, 2009
    
    
    Revenue
    
    
    Amount
    
    

    %Revenues
    
    $
    343,473
    
    
    
    100.0
    %
    
    $
    360,798
    
    
    
    100.0
    %
    
    $
    (17,325
    )
    
    
    (4.8
    )Operating ExpensesInterchange
    
    
    189,541
    
    
    
    55.2
    
    
    
    200,485
    
    
    
    55.6
    
    
    
    (10,944
    )
    
    
    (5.5
    )Other costs of services
    
    
    106,728
    
    
    
    31.1
    
    
    
    116,317
    
    
    
    32.2
    
    
    
    (9,589
    )
    
    
    (8.2
    )Selling, general and
administrative
    
    
    5,863
    
    
    
    1.7
    
    
    
    9,757
    
    
    
    2.7
    
    
    
    (3,894
    )
    
    
    (39.9
    )Total operating expenses
    
    
    302,132
    
    
    
    88.0
    
    
    
    326,559
    
    
    
    90.5
    
    
    
    (24,427
    )
    
    
    (7.5
    )Income from operations
    
    
    41,341
    
    
    
    12.0
    
    
    
    34,239
    
    
    
    9.5
    
    
    
    7,102
    
    
    
    20.7Other expensesInterest expenses, net
    
    
    22,820
    
    
    
    6.6
    
    
    
    23,350
    
    
    
    6.5
    
    
    
    (530
    )
    
    
    (2.3
    )Other expenses, net
    
    
    372
    
    
    
    0.2
    
    
    
    1,090
    
    
    
    0.3
    
    
    
    (718
    )
    
    
    (65.9
    )Total other expenses
    
    
    23,192
    
    
    
    6.8
    
    
    
    24,440
    
    
    
    6.8
    
    
    
    (1,248
    )
    
    
    (5.1
    )Income before income taxes
    
    
    18,149
    
    
    
    5.3
    
    
    
    9,799
    
    
    
    2.7
    
    
    
    8,350
    
    
    
    85.2Income tax provision
    
    
    7,619
    
    
    
    2.2
    
    
    
    3,594
    
    
    
    1.0
    
    
    
    4,025
    
    
    
    112.0Net Income
    
    
    10,530
    
    
    
    3.1
    
    
    
    6,205
    
    
    
    1.7
    
    
    
    4,325
    
    
    
    69.7Less: Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (2,192
    )
    
    
    (0.6
    )
    
    
    2,192
    
    
    
    (100.00
    )Net income attributable to iPayment, Inc.
    
    $
    10,530
    
    
    
    3.1
    
    
    $
    4,013
    
    
    
    1.1
    
    
    $
    6,517
    
    
    
    162.4
 Revenues.
 Interchange Expenses
 16




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Other Costs of Services.
 Selling, General and Administrative.
 Other Expenses.
 Income Tax Noncontrolling Interests in Consolidated Financial Statements
 Noncontrolling Interests.
 Liquidity and Capital Resources
    17




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Operating activities
   Investing activities
   Financing activities
    Contractual Obligations
  Payments due by periodLess than 1Contractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    More than 5 years(in thousands)Credit Facility
    
    $
    440,588
    
    
    $
    
    
    
    $
    440,588
    
    
    $
    
    
    
    $
    Senior Subordinated Notes
    
    
    194,500
    
    
    
    
    
    
    
    
    
    
    
    194,500
    
    
    
    Interest (1)
    
    
    111,732
    
    
    
    36,711
    
    
    
    58,428
    
    
    
    16,593
    
    
    
    Operating lease obligations
    
    
    9,205
    
    
    
    1,375
    
    
    
    2,125
    
    
    
    1,832
    
    
    
    3,873Purchase obligations (2)(3)(4)
    
    
    7,829
    
    
    
    4,456
    
    
    
    3,373
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    763,854
    
    
    $
    42,542
    
    
    $
    504,514
    
    
    $
    212,925
    
    
    $
    3,873
 18




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##### Table of Contents



(1)
    
    Future interest obligations are calculated using current interest
rates on existing debt balances as of June 30, 2010, and assume no
principal reduction other than mandatory principal repayments in
accordance with the terms of the debt instruments as described in
Note 4 in our consolidated financial statements.(2)
    
    Purchase obligations represent costs of contractually guaranteed
minimum processing volumes with certain of our third-party
transactions processors.(3)
    
    We are required to pay FDMS an annual processing fee through 2011
related to an FDMS Merchant Portfolio and the FDMS Agent Bank
Portfolio which fee will be at least $4.3 million in fiscal year
2010, and at least 70% of the amount of such fee paid to FDMS in
2010 in fiscal 2011. The minimum commitment for years after 2010,
included in the table above, is based on the preceding year
minimum amounts. The actual minimum commitments for such years may
vary based on actual results in preceding years.(4)
    
    We have agreed to utilize First Data to process at least 75% of
our consolidated transaction sales volume in any calendar year
through 2011. The minimum commitments for such years are not
calculable as of June 30, 2010, and are excluded from this table.  Effects of Inflation
  
 Item 3. Quantitative and Qualitative Disclosure about Market Risk
     19




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Item 4. Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal control over financial reporting
 20




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 L. Green d/b/a Tisas Cakes v. Northern Leasing Systems, Inc., Online Data Corporation, and
iPayment, Inc., , United States District Court, Eastern District of New York, Case
No. 09CV05679-RJD-SMG.
  Sharyns Jewelers, LLC v. iPayment, Inc., iPayment of Valencia, Vericomm and JP Morgan Chase
Bank , General Court of Justice, Superior Court Division, County of Carteret, State of North
Carolina, File No.: 05-CVS-92 / and related cases; Judgment Recovery Group, LLC, as assignee of
Sharyns Jewelers, LLC, v. iPayment, Inc., iPayment of Valencia, Vericomm, and JP Morgan Chase
Bank , Superior Court of the State of California, County of Los Angeles, Case No.: PS 009919 and Judgment Recovery Group, LLC, as assignee of Sharyns Jewelers, LLC, v. iPayment, Inc.,
iPayment of Valencia, Vericomm, and JP Morgan Chase Bank , Superior Court of the State of
California, County of Los Angeles, Case No.: PS 012624.
   21




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##### Table of Contents



Item 1A. Risk Factors
  Any new or changes made to laws, regulations, card network rules or other industry standards
affecting our business may have an unfavorable impact on our financial results.
    
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  22




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##### Table of Contents



Item 5.
    
    Other Information
 Executive Compensation
    Name and Age
    
    Principal Occupation, Business Experience and DirectorshipsGregory S. Daily Chairman and CEO
Age 51
    
    Greg Daily has served as Chairman of the board of
directors and Chief Executive Officer since February 2001.
In 1984, Mr. Daily co-founded PMT Services, Inc., a credit
card processing company, and served as President of PMT
Services, Inc. Mr. Daily served as the Vice-Chairman of
the board of directors of NOVA Corporation from September
1998 until May 2001. Mr. Daily has served as the Chief
Executive Officer of Hardsworth, LLC, a private investment
company, since May 1997.Carl A. Grimstad Director and President
Age 42
    
    Carl Grimstad co-founded iPayment and has served as the
Companys President since inception. In 2003, Mr. Grimstad
led iPayment in a successful IPO (NASDAQ: IPMT). Mr.
Grimstad was instrumental in taking iPayment private in
2006. Mr. Grimstad has served since 1995 as the managing
partner of GS Capital, LLC, a private investment company.
Mr. Grimstad and his family are active supporters of
various charities including the Nashville Zoo and the
Sexual Assault Center. Mr. Grimstad currently serves as a
trustee of the Cheekwood Botanical Gardens, as a board
member of the Nashville Symphony and as a board member of
the Oasis Center, a safe haven for children in
trouble. Mr. Grimstad graduated with a B.A. in Economics
from Boston University in 1989.
 
 Item 6.
    
    Exhibits
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##### Table of Contents



SIGNATURES
  iPayment, Inc.Date:      August 13, 2010
    By:
    /s/  Gregory S. DailyGregory S. DailyChief Executive Officer
(Principal Executive Officer)Date:      August 13, 2010
    By:
    /s/  Clay M. WhitsonClay M. WhitsonChief Financial Officer
(Principal Financial and Accounting Officer) 24




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    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 pursuant to 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(b) 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(b) and 18 U.S.C. 1350 (as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002), filed herewith.
 25