##### 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 1934For the quarterly period ended March 31, 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 0-19878
 OPTION CARE, INC.
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    36-3791193
(IRS Employer Identification No.)485 Half Day Road, Suite 300
Buffalo Grove, Illinois
(Address of principal executive offices)
    
    60089
(Zip Code)
 (847) 465-2100
 Not applicable
 þ o
 o þ o
 o þ
  Issued and OutstandingClass
    
    as of May 1, 2007Common Stock  $0.01 par value
    
    34,507,500




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##### 



OPTION CARE, INC. AND SUBSIDIARIES
 INDEX
  
 DESCRIPTIONPART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Condensed consolidated balance sheetsMarch 31, 2007 and December 31, 2006Condensed consolidated statements of incomeThree months ended March 31, 2007 and 2006Condensed consolidated statements of cash flowsThree months ended March 31, 2007 and 2006Notes to condensed consolidated financial statementsMarch 31, 2007Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
    
    Quantitative and Qualitative Disclosures about Market RiskItem 4.
    
    Controls and ProceduresPART II
    
    OTHER INFORMATIONItem 1.
    
    Legal ProceedingsItem 1A.
    
    Risk FactorsItem 2.
    
    Unregistered Sales of Equity Securities and Use of ProceedsItem 3.
    
    Defaults Upon Senior SecuritiesItem 4.
    
    Submission of Matters to a Vote of Security HoldersItem 5.
    
    Other InformationItem 6.
    
    ExhibitsSIGNATURES2001 Employee Stock Purchase Plan302 Certification of Chief Executive Officer302 Certification of Sr. VP and Chief Financial OfficerSection 1350 Certifications
   
 2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 Option Care, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 March 31, 2007
    
    
    December 31, 2006(Unaudited)AssetsCurrent assets:Cash and cash equivalents, unrestricted
    
    $
    7,542
    
    
    $
    3,171Cash, restricted
    
    
    
    
    
    
    7,554Short-term investments
    
    
    9,500
    
    
    
    5,700Trade accounts receivable, net
    
    
    130,611
    
    
    
    122,503Inventory
    
    
    19,880
    
    
    
    23,096Deferred income tax benefit
    
    
    5,621
    
    
    
    3,883Other current assets
    
    
    10,161
    
    
    
    10,421Total current assets
    
    
    183,315
    
    
    
    176,328Equipment and other fixed assets, net
    
    
    25,722
    
    
    
    24,398Goodwill, net
    
    
    195,963
    
    
    
    165,323Other assets, net
    
    
    10,315
    
    
    
    10,336Total assets
    
    $
    415,315
    
    
    $
    376,385Liabilities and stockholders equityCurrent liabilities:Trade accounts payable
    
    $
    42,999
    
    
    $
    43,601Accrued wages and related employee benefits
    
    
    6,892
    
    
    
    6,899Deferred purchase price liability
    
    
    30,988
    
    
    
    2,892Current portion of long-term debt
    
    
    13
    
    
    
    23Other current liabilities
    
    
    7,065
    
    
    
    5,818Total current liabilities
    
    
    87,957
    
    
    
    59,233Long-term debt, less current portion
    
    
    86,351
    
    
    
    86,372Deferred income tax liability
    
    
    10,211
    
    
    
    9,377Other liabilities
    
    
    1,302
    
    
    
    1,214Minority interest
    
    
    851
    
    
    
    826Total liabilities
    
    
    186,672
    
    
    
    157,022Stockholders equity:Common stock, $.01 par value per share,
60,000 shares authorized, 34,495 and
34,466 shares issued and outstanding at
March 31, 2007 and December 31, 2006,
respectively
    
    
    345
    
    
    
    345Common stock to be issued, 176 and 139
shares at March 31, 2007 and December 31,
2006, respectively
    
    
    2,014
    
    
    
    1,550Additional paid-in capital
    
    
    149,127
    
    
    
    148,108Retained earnings
    
    
    77,157
    
    
    
    69,360Total stockholders equity
    
    
    228,643
    
    
    
    219,363Total liabilities and stockholders equity
    
    $
    415,315
    
    
    $
    376,385
 See notes to condensed consolidated financial statements
 3




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Option Care, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
 Three months ended March 31,2007
    
    
    2006Revenue:
    
    
    
    
    
    (Revised-Note 8)Home infusion and related healthcare services
    
    $
    64,439
    
    
    $
    57,116Specialty infusion pharmacy services
    
    
    83,085
    
    
    
    53,211Specialty distribution pharmacy services
    
    
    63,581
    
    
    
    42,588Other
    
    
    1,836
    
    
    
    2,076Total revenue
    
    
    212,941
    
    
    
    154,991Cost of revenue:Cost of goods sold
    
    
    144,403
    
    
    
    98,167Cost of services provided
    
    
    18,987
    
    
    
    16,028Total cost of revenue
    
    
    163,390
    
    
    
    114,195Gross profit
    
    
    49,551
    
    
    
    40,796Selling, general and administrative expenses
    
    
    32,287
    
    
    
    28,417Provision for doubtful accounts
    
    
    4,389
    
    
    
    3,462Depreciation and amortization
    
    
    1,266
    
    
    
    1,144Total operating expenses
    
    
    37,942
    
    
    
    33,023Operating income
    
    
    11,609
    
    
    
    7,773Interest income (expense), net
    
    
    (234
    )
    
    
    8Other expense, net
    
    
    (146
    )
    
    
    (62
    )Income before income taxes
    
    
    11,229
    
    
    
    7,719Income tax provision
    
    
    4,484
    
    
    
    2,542Net income from continuing operations
    
    $
    6,745
    
    
    $
    5,177Discontinued operations:Income (loss) on discontinued operations, net of income taxes
    
    
    21
    
    
    
    (387
    )Net income
    
    $
    6,766
    
    
    $
    4,790Net income per basic share:Continuing operations
    
    $
    0.20
    
    
    $
    0.16Discontinued operations
    
    
    
    
    
    
    (0.01
    )Total
    
    $
    0.20
    
    
    $
    0.15Net income per diluted share:Continuing operations
    
    $
    0.19
    
    
    $
    0.15Discontinued operations
    
    
    
    
    
    
    (0.01
    )Total
    
    $
    0.19
    
    
    $
    0.14Shares used in computing net income per share:Basic
    
    
    34,640
    
    
    
    33,163Diluted
    
    
    36,155
    
    
    
    35,091Cash dividends per share
    
    $
    0.02
    
    
    $
    0.02
 See notes to condensed consolidated financial statements
 4




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Option Care, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
 Three Months EndedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    6,766
    
    
    $
    4,790Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,166
    
    
    
    1,879Provision for doubtful accounts
    
    
    4,428
    
    
    
    3,542Income (loss) from equity investees
    
    
    119
    
    
    
    (33
    )Non-cash stock compensation expense
    
    
    578
    
    
    
    89Deferred income taxes
    
    
    (904
    )
    
    
    (154
    )Changes in assets and liabilities:Accounts and notes receivable
    
    
    (12,350
    )
    
    
    (11,453
    )Inventory
    
    
    3,144
    
    
    
    (1,358
    )Accounts payable
    
    
    (588
    )
    
    
    (8
    )Income taxes payable
    
    
    4,328
    
    
    
    2,012Change in other assets and liabilities
    
    
    (1,718
    )
    
    
    2,543Net cash provided by operating activities
    
    
    5,969
    
    
    
    1,849Cash flows from investing activities:Purchases of short-term investments
    
    
    (4,000
    )
    
    
    (4,000
    )Sales of short-term investments
    
    
    200
    
    
    
    30,792Purchases of equipment and other, net
    
    
    (3,236
    )
    
    
    (3,416
    )Payments for acquisitions, net of cash acquired
    
    
    (2,299
    )
    
    
    (21,246
    )Net cash provided by (used in) investing activities
    
    
    (9,335
    )
    
    
    2,130Cash flows from financing activities:Income tax benefit from exercise of stock options
    
    
    52
    
    
    
    282Decrease in restricted cash
    
    
    7,554
    
    
    
    1,000Payments on capital leases and other debt
    
    
    (29
    )
    
    
    (12
    )Proceeds from issuance of stock
    
    
    853
    
    
    
    1,207Payments of dividends to common stockholders
    
    
    (693
    )
    
    
    (661
    )Net cash provided by financing activities
    
    
    7,737
    
    
    
    1,816Net increase in cash and cash equivalents
    
    
    4,371
    
    
    
    5,795Cash and cash equivalents, beginning of period
    
    
    3,171
    
    
    
    6,816Cash and cash equivalents, end of period
    
    $
    7,542
    
    
    $
    12,611
 See notes to condensed consolidated financial statements
 5




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Option Care, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 31, 2007
 1. Basis of Presentation
   2. Long-Term Debt
    6




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3. Earnings Per Share Data
  Three months ended March 31,2007
    
    
    2006(Restated)Basic:Net income from continuing operations
    
    $
    6,745
    
    
    $
    5,177Net income (loss) from discontinued operations
    
    
    21
    
    
    
    (387
    )Net income
    
    $
    6,766
    
    
    $
    4,790Average shares outstanding
    
    
    34,640
    
    
    
    33,163Basic earnings from continuing operations per share
    
    $
    0.20
    
    
    $
    0.16Basic income (loss) from discontinued operations per share
    
    
    
    
    
    
    (0.01
    )Basic earnings per share
    
    $
    0.20
    
    
    $
    0.15Diluted:Net income from continuing operations
    
    $
    6,745
    
    
    $
    5,177Net income (loss) from discontinued operations
    
    
    21
    
    
    
    (387
    )Net income
    
    $
    6,766
    
    
    $
    4,790Average shares outstanding
    
    
    34,640
    
    
    
    33,163Net effect of dilutive stock options  based on the treasury stock method
    
    
    784
    
    
    
    1,034Net effect of dilutive contingently convertible debt (1)
    
    
    731
    
    
    
    894Total diluted shares
    
    
    36,155
    
    
    
    35,091Diluted earnings from continuing operations per share
    
    $
    0.19
    
    
    $
    0.15Diluted loss from discontinued operations per share
    
    
    
    
    
    
    (0.01
    )Diluted earnings per share
    
    $
    0.19
    
    
    $
    0.14
 (1)
    
    Weighted average shares issuable upon conversion of all $86.3 million of our 2.25% convertible
senior notes due 2024.
 4. Operating Segments
  Home infusion and related healthcare services
 specialty infusion pharmacy services specialty
distribution pharmacy services
 7




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Specialty infusion pharmacy services
 Specialty distribution pharmacy services
 Other revenue
 5. Significant Customers and Concentration of Credit Risk
   Revenue
    
    
    Accounts ReceivableThree months ended March 31,
    
    
    March 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Blue Cross and Blue
Shield of Florida
    
    
    11
    %
    
    
    13
    %
    
    
    10
    %
    
    
    9
    %Blue Cross and Blue Shield of
Michigan
    
    
    10
    %
    
    
    
    
    
    
    3
    %
    
    
    4
    %Medicaid
    
    
    17
    %
    
    
    12
    %
    
    
    10
    %
    
    
    10
    %Medicare
    
    
    8
    %
    
    
    8
    %
    
    
    9
    %
    
    
    9
    %All other payors (1)
    
    
    54
    %
    
    
    67
    %
    
    
    68
    %
    
    
    68
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 (1)
    
    No other payor represents 10% or more of revenue or accounts receivable as of the dates and for
the periods presented.
  8




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6. Seasonal Revenue Trends
 ® ®
 ®
 Synagis®
    
    
    % of Totalrevenue
    
    
    Revenue (1)Quarter ended March 31, 2006
    
    $
    27,102
    
    
    
    17.5
    %Quarter ended June 30, 2006
    
    
    8,327
    
    
    
    5.3
    %Quarter ended September 30, 2006
    
    
    1,780
    
    
    
    1.2
    %Quarter ended December 31, 2006
    
    
    25,676
    
    
    
    13.2
    %Fiscal year 2006
    
    $
    62,885
    
    
    
    9.5
    %Quarter ended March 31, 2007
    
    $
    40,180
    
    
    
    18.9
    %
 (1)
    
    Percent of total revenue is calculated based on total revenue from continuing operations.
  7. Acquisitions
  8. Discontinued Operations
   Three months ended
    
    
    Three months endedMarch 31, 2007
    
    
    March 31, 2006Total revenue
    
    $
    403
    
    
    $
    2,104Gain (loss) from discontinued operations
before income taxes
    
    
    35
    
    
    
    (577
    )Income tax provision
    
    
    14
    
    
    
    (190
    )Net gain (loss) from discontinued operations
    
    $
    21
    
    
    $
    (387
    )
 9. Franchise-related Revenue
  9




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Three months endedMarch 31,2007
    
    
    2006Franchise-related
revenue:Royalties
    
    $
    1,250
    
    
    $
    1,450Vendor rebates and administration fees
    
    
    131
    
    
    
    249Franchise termination and settlement fees
    
    
    300
    
    
    
    Total franchise-related revenue
    
    $
    1,681
    
    
    $
    1,699
 10. Stock-based Compensation
 Share-Based Payment
 11. Income Taxes
 Accounting for
Uncertainty in Income Taxes Accounting for
Income Taxes.
    12. Quarterly Dividends
  13. Comprehensive Income
  10




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 FORWARD LOOKING STATEMENTS
  OVERVIEW
   11




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SUMMARIZED INFORMATION ABOUT REVENUE AND GROSS PROFIT
  Three months ended March 31, 2006Three months ended March 31, 2007
    
    
    (Revised)% of
    
    
    Gross
    
    
    Gross
    
    
    
    
    
    
    % of
    
    
    Gross
    
    
    GrossRevenue
    
    
    Total
    
    
    Profit
    
    
    Profit %
    
    
    Revenue
    
    
    Total
    
    
    Profit
    
    
    Profit %Home infusion and
related healthcare
services
    
    $
    64,439
    
    
    
    30.3
    %
    
    $
    28,385
    
    
    
    44.0
    %
    
    $
    57,116
    
    
    
    36.9
    %
    
    $
    25,539
    
    
    
    44.7
    %Specialty infusion
pharmacy services
    
    
    83,085
    
    
    
    39.0
    %
    
    
    15,005
    
    
    
    18.1
    %
    
    
    53,211
    
    
    
    34.3
    %
    
    
    9,682
    
    
    
    18.2
    %Specialty
distribution
pharmacy services
    
    
    63,581
    
    
    
    29.9
    %
    
    
    4,326
    
    
    
    6.8
    %
    
    
    42,588
    
    
    
    27.5
    %
    
    
    3,498
    
    
    
    8.2
    %Other
    
    
    1,836
    
    
    
    0.8
    %
    
    
    1,835
    
    
    
    100.0
    %
    
    
    2,076
    
    
    
    1.3
    %
    
    
    2,077
    
    
    
    100.0
    %Total
    
    $
    212,941
    
    
    
    100.0
    %
    
    $
    49,551
    
    
    
    23.3
    %
    
    $
    154,991
    
    
    
    100.0
    %
    
    $
    40,796
    
    
    
    26.3
    %
    12




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RESULTS OF OPERATIONS
  Three months EndedThree Months Ended
    
    
    March 31, 2006March 31, 2007
    
    
    (Restated)% ofAmount
    
    
    Revenue
    
    
    Amount
    
    
    % of RevenueRevenue:Home infusion and related healthcare services
    
    $
    64,439
    
    
    
    30.3
    %
    
    $
    57,116
    
    
    
    36.9
    %Specialty infusion pharmacy services
    
    
    83,085
    
    
    
    39.0
    %
    
    
    53,211
    
    
    
    34.3
    %Specialty distribution pharmacy services
    
    
    63,581
    
    
    
    29.9
    %
    
    
    42,588
    
    
    
    27.5
    %Other
    
    
    1,836
    
    
    
    0.8
    %
    
    
    2,076
    
    
    
    1.3
    %Total revenue
    
    
    212,941
    
    
    
    100.0
    %
    
    
    154,991
    
    
    
    100.0
    %Cost of revenue:Cost of goods sold
    
    
    144,403
    
    
    
    67.8
    %
    
    
    98,167
    
    
    
    63.3
    %Cost of services provided
    
    
    18,987
    
    
    
    8.9
    %
    
    
    16,028
    
    
    
    10.4
    %Total cost of revenue
    
    
    163,390
    
    
    
    76.7
    %
    
    
    114,195
    
    
    
    73.7
    %Gross profit
    
    
    49,551
    
    
    
    23.3
    %
    
    
    40,796
    
    
    
    26.3
    %Selling, general and administrative expenses
    
    
    32,287
    
    
    
    15.2
    %
    
    
    28,417
    
    
    
    18.3
    %Provision for doubtful accounts
    
    
    4,389
    
    
    
    2.1
    %
    
    
    3,462
    
    
    
    2.2
    %Depreciation and amortization
    
    
    1,266
    
    
    
    0.6
    %
    
    
    1,144
    
    
    
    0.8
    %Total operating expenses
    
    
    37,942
    
    
    
    17.9
    %
    
    
    33,023
    
    
    
    21.3
    %Operating income
    
    
    11,609
    
    
    
    5.5
    %
    
    
    7,773
    
    
    
    5.0
    %Interest income (expense), net
    
    
    (234
    )
    
    
    (0.1
    )%
    
    
    8
    
    
    
    Other expense, net
    
    
    (146
    )
    
    
    (0.1
    )%
    
    
    (62
    )
    
    
    Income from continuing operations before income
taxes
    
    
    11,229
    
    
    
    5.3
    %
    
    
    7,719
    
    
    
    5.0
    %Income tax provision
    
    
    4,484
    
    
    
    2.1
    %
    
    
    2,542
    
    
    
    1.7
    %Net income from continuing operations
    
    $
    6,745
    
    
    
    3.2
    %
    
    $
    5,177
    
    
    
    3.3
    %Discontinued operations:Gain (loss) on discontinued operations, net of
income taxes
    
    
    21
    
    
    
    0.0
    %
    
    
    (387
    )
    
    
    (0.2
    )%Net income
    
    $
    6,766
    
    
    
    3.2
    %
    
    $
    4,790
    
    
    
    3.1
    %
 Three Months Ended March 31, 2007 and 2006
   13




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Revenue:  ®
 Home infusion and related healthcare services revenue:
 Specialty infusion pharmacy services revenue:  ® ® ® ®
 Specialty distribution pharmacy services revenue:
 Other revenue:
 Cost of revenue:
  Gross profit margin:
 14




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Selling, general and administrative expenses:
 Provision for doubtful accounts:
 Depreciation and amortization:
 Operating income:
 Interest income/(expense):
 Income taxes:
 Net income from continuing operations:
 15




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Diluted shares & earnings per share:
 LIQUIDITY AND CAPITAL RESOURCES
  Operating Cash Flows:
 Investing Cash Flows:
 Financing Cash Flows:
 Convertible Senior Notes:
 Credit Agreement with LaSalle Bank N.A.:
 16




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##### Table of Contents



Accounts Receivable:
 March 31,
    
    
    December 31,2007
    
    
    2006Accounts receivable
    
    $
    142,845
    
    
    $
    133,239Less allowance for doubtful accounts
    
    
    (12,234
    )
    
    
    (10,736
    )Accounts receivable, net of
allowance for doubtful accounts
    
    $
    130,611
    
    
    $
    122,503Days sales outstanding (DSO)(1)
    
    55 days
    
    56 days
 (1)
    
    DSO is calculated using the exhaustion method, whereby the net accounts receivable balance is
exhausted against each preceding months or partial months net revenue. The DSO calculation
excludes revenue not related to patient care, such as franchise royalties and other fees and
software license and support revenue, and trade accounts receivable purchased in business
acquisitions.
    March 31,
    
    
    December 31,2007
    
    
    2006By Aging Category (1):Aged 0-90 days
    
    
    71
    %
    
    
    71
    %Aged 91-180 days
    
    
    14
    %
    
    
    14
    %Aged 181-365 days
    
    
    10
    %
    
    
    11
    %Aged over 365 days
    
    
    5
    %
    
    
    4
    %Total
    
    
    100
    %
    
    
    100
    %By Payor Type:Managed care and other payors
    
    
    81
    %
    
    
    81
    %Medicare and Medicaid
    
    
    19
    %
    
    
    19
    %Total
    
    
    100
    %
    
    
    100
    %
 
 (1)
    
    Accounts receivable by aging category considers only accounts of our home infusion and
related healthcare services, specialty infusion pharmacy services, and our specialty
distribution pharmacy services lines. Capital Resources:
  17




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Goodwill and Other Intangible Assets
  March 31, 2007
    
    December 31, 2006Goodwill, net of accumulated amortization
    
    $
    195,963
    
    
    $
    165,323Other intangible assets, net of accumulated amortization
    
    $
    1,087
    
    
    $
    1,173Total intangible assets, net of accumulated amortization
    
    $
    197,050
    
    
    $
    166,496
 
 Goodwill and Other Intangible
Assets (SFAS No. 142)
 Regulatory and other developments:
 Average Wholesale Price litigation update. New England Carpenters Health Benefits
Fund, et al. v. First DataBank, et al.
 Health Insurance Portability and Accountability Act of 1996 (HIPAA) .
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
  March 31,
    
    
    December 31,2007
    
    
    2006Cash and cash equivalents, unrestricted
    
    $
    7,542
    
    
    $
    3,171Cash, restricted (1)
    
    
    
    
    
    
    7,554Total cash and cash equivalents
    
    $
    7,542
    
    
    $
    10,725Short-term investments (2)
    
    $
    9,500
    
    
    $
    5,700Total cash and cash equivalents and
short-term investments
    
    $
    17,042
    
    
    $
    16,425
 
 (1)
    
    The restricted cash was related to our issuance of 559,700 shares of stock to the
sellers of Trinity Homecare, LLC, which is a business we acquired during 2006. The
restriction was subsequently lifted upon our registration of the issued shares on January
31, 2007.(2)
    
    Short-term investments consist of commercial paper and other investments having a
maturity of greater than three months at time of purchase. Short-term investments also
consists of municipal variable rate demand notes, preferred stock and similar instruments
with maturities greater than ten years, but which contain provisions for the periodic
adjustment of interest rate to market, generally each 28 or 35 days.
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ITEM 4. Controls and Procedures
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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
   
 ITEM 1A. Risk Factors
  
 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 Securities Holders
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
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SIGNATURE
  OPTION CARE, INC.Date: May 10, 2007
    By:
    /s/ Paul MastrapaSenior Vice President and Chief Financial Officer(Principal Accounting Officer and Principal Financial Officer) 22




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber10.20
    
    2001 Employee Stock Purchase Plan, as amended by vote of our stockholders on May 16, 2006. Filed
as exhibit 10.20 to this Quarterly Report on Form 10-Q.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Senior Vice President and Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Senior Vice President and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, and Rule 13a-14(b) of the Exchange Act.