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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 March 31, 2008
 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: 000-30109
 
 LUMINEX CORPORATION
  DELAWARE
    
    74-2747608(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)12212 TECHNOLOGY BLVD., AUSTIN, TEXAS
    
    78727(Address of principal executive offices)
    
    (Zip Code)
 (512) 219-8020
 
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
 o þ




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TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    1Condensed Consolidated Statements of Operations for the three months ended
March 31, 2008 and 2007
    
    
    2Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2008 and 2007
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 6. Exhibits
    
    
    21SIGNATURES and EXHIBITS
    
    
    S-1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 LUMINEX CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands)
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    26,360
    
    
    $
    27,233Short-term investments
    
    
    7,924
    
    
    
    6,944Accounts receivable, net
    
    
    11,769
    
    
    
    11,827Inventory, net
    
    
    7,437
    
    
    
    6,508Other
    
    
    1,201
    
    
    
    856Total current assets
    
    
    54,691
    
    
    
    53,368Property and equipment, net
    
    
    12,423
    
    
    
    12,673Intangible assets, net
    
    
    16,378
    
    
    
    16,919Goodwill
    
    
    39,617
    
    
    
    39,617Other
    
    
    900
    
    
    
    982Total assets
    
    $
    124,009
    
    
    $
    123,559LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,665
    
    
    $
    3,346Accrued liabilities
    
    
    4,838
    
    
    
    6,811Deferred revenue and other
    
    
    2,927
    
    
    
    2,410Total current liabilities
    
    
    11,430
    
    
    
    12,567Long-term debt
    
    
    3,566
    
    
    
    2,976Deferred revenue and other
    
    
    4,638
    
    
    
    4,536Total liabilities
    
    
    19,634
    
    
    
    20,079Stockholders equity:Common stock
    
    
    35
    
    
    
    35Additional paid-in capital
    
    
    193,223
    
    
    
    191,218Accumulated other comprehensive gain
    
    
    48
    
    
    
    (8
    )Accumulated deficit
    
    
    (88,931
    )
    
    
    (87,765
    )Total stockholders equity
    
    
    104,375
    
    
    
    103,480Total liabilities and stockholders equity
    
    $
    124,009
    
    
    $
    123,559
 
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LUMINEX CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
 Three Months EndedMarch 31,2008
    
    
    2007(unaudited)Revenue
    
    $
    23,012
    
    
    $
    16,607Cost of revenue
    
    
    7,755
    
    
    
    6,251Gross profit
    
    
    15,257
    
    
    
    10,356Operating expenses:Research and development
    
    
    4,431
    
    
    
    2,705Selling, general and administrative
    
    
    12,094
    
    
    
    8,023Total operating expenses
    
    
    16,525
    
    
    
    10,728Loss from operations
    
    
    (1,268
    )
    
    
    (372
    )Interest expense from long-term debt
    
    
    (135
    )
    
    
    (84
    )Other income, net
    
    
    320
    
    
    
    606Income taxes
    
    
    (83
    )
    
    
    (14
    )Net (loss) income
    
    $
    (1,166
    )
    
    $
    136Net (loss) income per share, basic
    
    $
    (0.03
    )
    
    $
    0.00Shares used in computing net (loss) income
per share, basic
    
    
    35,422
    
    
    
    31,970Net (loss) income per share, diluted
    
    $
    (0.03
    )
    
    $
    0.00Shares used in computing net (loss) income
per share, diluted
    
    
    35,422
    
    
    
    33,077
 
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LUMINEX CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 Three Months EndedMarch 31,2008
    
    
    2007(unaudited)Operating activities:Net (loss) income
    
    $
    (1,166
    )
    
    $
    136Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    1,656
    
    
    
    540Stock-based compensation
    
    
    1,729
    
    
    
    1,507Loss on disposal of assets
    
    
    
    
    
    
    54Foreign currency translation and other
    
    
    471
    
    
    
    1Changes in operating assets and liabilities:Accounts receivable, net
    
    
    51
    
    
    
    (1,077
    )Inventory, net
    
    
    (929
    )
    
    
    (32
    )Prepaids and other
    
    
    (294
    )
    
    
    340Accounts payable
    
    
    290
    
    
    
    (1,554
    )Accrued liabilities
    
    
    (2,381
    )
    
    
    (3,126
    )Deferred revenue
    
    
    625
    
    
    
    360Net cash provided by (used in) operating activities
    
    
    52
    
    
    
    (2,851
    )Investing activities:Net purchases of held-to-maturity investments
    
    
    (981
    )
    
    
    7,525Purchase of property and equipment
    
    
    (787
    )
    
    
    (1,605
    )Acquisition of business, net of cash acquired
    
    
    
    
    
    
    (1,991
    )Net cash (used in) provided by investing activities
    
    
    (1,768
    )
    
    
    3,929Financing activities:Payments on debt
    
    
    
    
    
    
    (12,227
    )Proceeds from issuance of common stock
    
    
    808
    
    
    
    14Net cash provided by (used in) financing activities
    
    
    808
    
    
    
    (12,213
    )Effect of foreign currency exchange rate on cash
    
    
    35
    
    
    
    (84
    )Change in cash and cash equivalents
    
    
    (873
    )
    
    
    (11,219
    )Cash and cash equivalents, beginning of period
    
    
    27,233
    
    
    
    27,414Cash and cash equivalents, end of period
    
    $
    26,360
    
    
    $
    16,195Supplemental disclosure of cashflow information:Interest and penalties paid
    
    $
    2
    
    
    $
    1,081Supplemental disclosure of non-cash effect of acquisitions:Purchase price
    
    $
    
    
    
    $
    (47,001
    )Common stock issued
    
    
    
    
    
    
    41,755Conversion of Tm options and warrants
    
    
    
    
    
    
    2,315Cash acquired
    
    
    
    
    
    
    940Acquisition, net of cash acquired
    
    $
    
    
    
    $
    (1,991
    )
 
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LUMINEX CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE 1  BASIS OF PRESENTATION
      Pro Forma Information
    Three Months EndedMarch 31, 2007Revenues
    
    $
    16,926Net loss
    
    $
    (6,241
    )Net income loss per share, basic and diluted
    
    $
    (0.18
    )
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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
 NOTE 2  INVESTMENTS
   Accrued
    
    
    AmortizedCost
    
    
    Interest
    
    
    CostDue in one year or less
    
    $
    7,924
    
    
    $
    80
    
    
    $
    8,004$
    7,924
    
    
    $
    80
    
    
    $
    8,004
 NOTE 3  INVENTORY, NET
  March 31,
    
    
    December 31,2008
    
    
    2007Parts and supplies
    
    $
    3,817
    
    
    $
    3,613Work-in-progress
    
    
    1,993
    
    
    
    1,632Finished goods
    
    
    2,256
    
    
    
    1,9568,066
    
    
    
    7,201Less: Allowance for excess and obsolete inventory
    
    
    (629
    )
    
    
    (693
    )$
    7,437
    
    
    $
    6,508
 NOTE 4  EARNINGS PER SHARE
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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
  Three Months EndedMarch 31,2008
    
    
    2007Numerator:Net (loss) income
    
    $
    (1,166
    )
    
    $
    136Denominator:Denominator for basic net (loss) income per share 
weighted average common stock outstanding
    
    
    35,422
    
    
    
    31,970Dilutive common stock equivalents  common stock
options and awards
    
    
    
    
    
    
    1,107Denominator for diluted net (loss) income per
share 
weighted average common stock outstanding and
dilutive common stock equivalents
    
    
    35,422
    
    
    
    33,077Basic net (loss) income per share
    
    $
    (0.03
    )
    
    $
    0.00Diluted net (loss) income per share
    
    $
    (0.03
    )
    
    $
    0.00
  NOTE 5  STOCK-BASED COMPENSATION
  WeightedAverageShares
    
    
    ExerciseStock Options
    
    (in thousands)
    
    
    PriceOutstanding at December 31, 2007
    
    
    3,444
    
    
    $
    11.96Granted
    
    
    
    
    
    
    Exercised
    
    
    (93
    )
    
    
    8.73Cancelled or expired
    
    
    (2
    )
    
    
    23.70Outstanding at March 31, 2008
    
    
    3,349
    
    
    $
    12.04
   6




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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
  Weighted-AverageShares
    
    
    Grant-DateRestricted Stock Awards
    
    (in thousands)
    
    
    Fair ValueNon-vested at December 31, 2007
    
    
    1,333
    
    
    $
    13.37Granted
    
    
    32
    
    
    
    16.12Vested
    
    
    (94
    )
    
    
    13.44Cancelled or expired
    
    
    (26
    )
    
    
    14.65Non-vested at March 31, 2008
    
    
    1,245
    
    
    $
    13.40
   Three Months EndedMarch 31,2008
    
    
    2007Cost of revenue
    
    $
    112
    
    
    $
    70Research and development
    
    
    244
    
    
    
    178Selling, general and administrative
    
    
    1,373
    
    
    
    1,254Total stock-based compensation costs
    
    $
    1,729
    
    
    $
    1,502
 NOTE 6  SEGMENT INFORMATION
  Technology
    
    
    Assay
    
    
    IntersegmentGroup
    
    
    Group
    
    
    Eliminations
    
    
    ConsolidatedRevenues from external customers
    
    $
    18,656
    
    
    $
    4,356
    
    
    $
    
    
    
    $
    23,012Intersegment revenue
    
    
    1,323
    
    
    
    43
    
    
    
    (1,366
    )
    
    
    Depreciation and amortization
    
    
    777
    
    
    
    924
    
    
    
    (45
    )
    
    
    1,656Segment profit (loss)
    
    
    2,434
    
    
    
    (3,517
    )
    
    
    (83
    )
    
    
    (1,166
    )Segment assets
    
    
    143,363
    
    
    
    65,961
    
    
    
    (85,315
    )
    
    
    124,009
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LUMINEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
 NOTE 7  INCOME TAXES
   NOTE 8  RECENT ACCOUNTING PRONOUNCEMENTS
   
  8




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  SAFE HARBOR CAUTIONARY STATEMENT
  
    
    risks and uncertainties relating to market demand and acceptance of our products and
technology;
    
    dependence on strategic partners for development, commercialization and distribution of
products;
    
    concentration of our revenue in a limited number of strategic partners;
    
    fluctuations in quarterly results due to a lengthy and unpredictable sales cycle and
bulk purchases of consumables and seasonal demand for some of our products;
    
    our ability to scale manufacturing operations and manage operating expenses, gross
margins and inventory levels;
    
    potential shortages of components;
    
    competition;
    
    the timing of regulatory approvals or changes in regulatory requirements;
    
    the implementation, including any modification, of our strategic operating plans; and
    
    risks and uncertainties associated with implementing our acquisition strategy and the
ability to integrate acquired companies, including LMD, or selected assets into our
consolidated business operations, including the ability to recognize the benefits of our
acquisitions.
    9




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OVERVIEW
 ®
    
    
    System revenue is generated from the sale of our xMAP systems and peripherals. We
currently expect the average system price to partners to be between $25,000 and $30,000 in
a given reporting period. This metric includes all configurations of our xMAP systems
including refurbished systems, demonstration systems and modular components.
    
    Consumable revenue is generated from the sale of our dyed polystyrene microspheres and
sheath fluid. Our larger commercial and development partners often purchase these
consumables in bulk to minimize the number of incoming qualification events and to allow
for longer development and production runs.
    
    Royalty revenue is generated when a partner sells a kit incorporating our proprietary
microspheres to an end user or when a partner utilizes a kit to provide a testing result to
a user. End users can be facilities such as testing labs, development facilities and
research facilities that buy prepared kits and have specific testing needs or testing
service companies that provide assay results to pharmaceutical research companies or
physicians.
    
    Assay revenue from LMD and LBG is generated from the sale of our kits which are a
combination of chemical and biological reagents and our proprietary bead technology used to
perform diagnostic and research assays on test samples.
    
    Service revenue is generated when a partner or other owner of a system purchases a
service contract from us after the warranty on their system has expired. Service contract
revenue is amortized over the life of the associated service contract and the costs
associated with those contracts are recognized as incurred.
    
    Other revenue consists of items such as training, shipping, parts sales, license
revenue, grant revenue, contract research and development fees, milestone revenue and other
items that individually amount to less than 5% of total revenue.
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First Quarter 2008 Highlights
 
    
    Consolidated revenue of over $23.0 million, representing a 39% increase over revenue for
the first quarter of 2007, including the effects of the acquisition of LMD, and a 7%
increase over revenue for the fourth quarter of 2007
    
    Consolidated gross margins of 66%
    
    Cumulative worldwide system sales to date of 5,199 systems
    
    U.S. Food and Drug Administration (FDA) clearance of xTAG TMRespiratory
Viral Panel (RVP), as of January 3, 2008
    
    U.S. Food and Drug Administration (FDA) clearance of the Luminex LX100/200 Instrument,
as of March 7, 2008
    
    Our partners reported over $53 million of royalty bearing end user sales on xMAP
technology for the quarter ended March 31, 2008; this represents over $215 million on an
annualized basis.
 Segment Information
  Future Operations
   CRITICAL ACCOUNTING POLICIES AND ESTIMATES
    11




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RESULTS OF OPERATIONS
 THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31, 2007
  Three Months EndedMarch 31,2008
    
    
    2007Revenue
    
    $
    23,012
    
    
    $
    16,607Gross profit
    
    $
    15,257
    
    
    $
    10,356Gross profit margin percentage
    
    
    66
    %
    
    
    62
    %Operating expenses
    
    $
    16,525
    
    
    $
    10,728Net operating loss
    
    $
    (1,268
    )
    
    $
    (372
    )
      12




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Technology Segment
  Three Months EndedMarch 31,2008
    
    
    2007Revenue
    
    $
    18,656
    
    
    $
    15,415Gross profit
    
    $
    11,989
    
    
    $
    9,702Gross profit margin percentage
    
    
    64
    %
    
    
    63
    %Operating expenses
    
    $
    11,090
    
    
    $
    8,869Net operating income
    
    $
    899
    
    
    $
    833
 Revenue.
  Three Months EndedMarch 31,2008
    
    
    2007System sales
    
    $
    6,163
    
    
    $
    5,692Consumable sales
    
    
    6,545
    
    
    
    4,811Royalty revenue
    
    
    3,518
    
    
    
    2,532Service contracts
    
    
    1,219
    
    
    
    1,003Other revenue
    
    
    1,211
    
    
    
    1,377$
    18,656
    
    
    $
    15,415
    13




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Gross profit
 Research and development expense
 Selling, general and administrative expense
 Other income, net
  14




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Assay Segment
  Three Months EndedMarch 31,2008
    
    
    2007Revenue
    
    $
    4,356
    
    
    $
    1,192Gross profit
    
    $
    3,268
    
    
    $
    654Gross profit margin percentage
    
    
    75
    %
    
    
    55
    %Operating expenses
    
    $
    5,435
    
    
    $
    1,859Net operating loss
    
    $
    (2,167
    )
    
    $
    (1,205
    )
  Three Months EndedMarch 31,2008
    
    
    2007System sales
    
    $
    464
    
    
    $
    40Consumable sales
    
    
    9
    
    
    
    Service contracts
    
    
    1
    
    
    
    Assay revenue
    
    
    3,845
    
    
    
    1,143Other revenue
    
    
    37
    
    
    
    9$
    4,356
    
    
    $
    1,192
 Revenue.
 Gross profit
 Research and development expense.
  15




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Selling, general and administrative expense
 LIQUIDITY AND CAPITAL RESOURCES
 March 31,
    
    
    December 31,2008
    
    
    2007(in thousands)
    
    
    (in thousands)Cash and cash equivalents
    
    $
    26,360
    
    
    $
    27,233Short-term investments
    
    
    7,924
    
    
    
    6,944$
    34,284
    
    
    $
    34,177
       16




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Contractual Obligations
  Payment Due By PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsNon-cancelable rental
obligations
    
    $
    4,304
    
    
    $
    2,326
    
    
    $
    1,816
    
    
    $
    162
    
    
    $
    Non-cancelable purchase
obligations (1)
    
    
    9,021
    
    
    
    4,551
    
    
    
    851
    
    
    
    999
    
    
    
    2,620Long-term debt
obligations (2)
    
    
    5,495
    
    
    
    129
    
    
    
    1,318
    
    
    
    4,048
    
    
    
    Capital lease obligations
    
    
    83
    
    
    
    35
    
    
    
    48
    
    
    
    
    
    
    
    Total
    
    $
    18,903
    
    
    $
    7,041
    
    
    $
    4,033
    
    
    $
    5,209
    
    
    $
    2,620
 (1)
    
    Purchase obligations include contractual arrangements in the form of purchase orders
primarily resulting from normal inventory purchases or minimum payments due resulting when
minimum purchase commitments are not met and annual minimum purchase requirements in supply
agreements. Purchase obligations relating to purchase orders do not extend beyond a year;
however, we would expect future years to have these purchase commitments that will arise in
the ordinary course of business and will generally increase or decrease according to
fluctuations in overall sales volume. Annual minimum purchase requirements in supply
agreements extend up to ten years.(2)
    
    In 2003, Tm Bioscience entered into an agreement with the Ministry of
Industry of the Government of Canada under which the Government agreed to invest up to
Canadian (Cdn) 7.3 million relating to the development of several genetic tests. Funds
were advanced from Technology Partnerships Canada (TPC), a special operating program.
Luminex assumed this agreement upon acquisition of Tm Bioscience, now LMD. LMD has
received $4.3 million from TPC which is expected to be repaid along with approximately $1.4
million of imputed interest for a total of approximately $5.7 million. LMD has agreed to
repay the TPC funding through a royalty on assay revenue related to the funded product
development. Royalty payments commenced in 2007 at a rate of 1% of assay revenue and at a
rate of 2.5% for 2008 and thereafter. Aggregate royalty repayment will continue until
total advances plus imputed interest has been repaid or until April 30, 2015, whichever is
earlier. The repayment obligation expires on April 30, 2015 and any unpaid balance will be
cancelled and forgiven on that date. Should the term of repayment be shorter than we
expect due to higher than expected assay revenue, the effective interest rate would
decrease as repayment is accelerated. Repayments denominated in U.S. Dollars are currently
projected to be as shown in the table above, but actual future sales generating a repayment
obligation will vary from this projection and are subject to the risks and uncertainties
described elsewhere in this report, including under Risk Factors and Safe Harbor
Cautionary Statement. Furthermore, payment reflected in U.S. Dollars is subject to
adjustment based upon applicable exchange rates as of the reporting date.  18




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk.
  Foreign Currency Risk.
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
    19




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Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
   
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTRED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  ISSUER PURCHASES OF EQUITY SECURITIES
 Total Number of Shares
    
    
    Appromixate Dollar Value ofTotal Number of
    
    
    Average Price
    
    
    Purchased as Part of
    
    
    Shares that May Yet BeShares
    
    
    Paid per Share
    
    
    Publicly Announced
    
    
    Purchased Under the Plans orPeriod
    
    Purchased
    
    
    (1)($)
    
    
    Plans of Programs
    
    
    Programs01/01/08 - 01/31/08
    
    
    89
    
    
    
    17.07
    
    
    
    
    
    
    
    02/01/08 - 02/29/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    03/01/08 - 03/31/08
    
    
    5,057
    
    
    
    19.26
    
    
    
    
    
    
    
    Total First Quarter
    
    
    5,146
    
    
    
    19.22
    
    
    
    
    
    
    
    
 (1)
    
    Shares purchased are attributable to the withholding of shares by Luminex to satisfy the payment of tax obligations
related to the vesting of restricted shares.  20




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##### Table of Contents



ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description of Documents31.1
    
    Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
  21




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##### Table of Contents



SIGNATURES
  Date: May 9, 2008
    LUMINEX CORPORATIONBy:
    /s/ Harriss T. CurrieHarriss T. CurrieVice President - Finance, 
Chief Financial
Officer and Treasurer (Principal Financial
Officer)By:
    /s/ Patrick J. Balthrop, Sr.Patrick J. Balthrop, Sr.President and Chief Executive Officer
(Principal Executive Officer)  S-1




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Documents31.1
    
    Certification by CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.