##### 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 March 31, 2009
 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: 001-34256
 HEARTWARE INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    26-3636023(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)
 
 
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange
on which RegisteredCommon Stock, $0.001 Par Value Per Share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
 
 : þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No o
 o þ




---



##### 



PART I. FINANCIAL INFORMATION
    
    
    4ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    4HEARTWARE INTERNATIONAL, INC.
    
    
    4ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    23ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    29ITEM 4. CONTROLS AND PROCEDURES
    
    
    30PART II. OTHER INFORMATION
    
    
    30ITEM 1A. RISK FACTORS
    
    
    30ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    30ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    30ITEM 6. EXHIBITS
    
    
    30Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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References
  
    
    HeartWare, the Company, HeartWare Group, we, us and our refer to HeartWare
International, Inc. and its consolidated subsidiaries, HeartWare Limited and HeartWare,
Inc.
 
    
    HeartWare International, Inc. and Successor refers to HeartWare International, Inc.,
a Delaware corporation incorporated on July 29, 2008.
 
    
    HeartWare Limited refers to HeartWare Limited, an Australian corporation.
 
    
    HeartWare, Inc. and Predecessor refers to HeartWare, Inc., a Delaware corporation
incorporated on April 3, 2003. HeartWare, Inc. was acquired by HeartWare Limited on January
24, 2005.
 Dollars
  Trademarks
 ® TM
 
  3




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 HEARTWARE INTERNATIONAL, INC.
 (A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,591,718
    
    
    $
    20,803,656Accounts receivable
    
    
    1,179,179
    
    
    
    244,198Inventories, net
    
    
    6,684,631
    
    
    
    3,508,065Prepaid expenses and other current assets
    
    
    926,510
    
    
    
    1,061,737Total current assets
    
    
    21,382,038
    
    
    
    25,617,656Property, plant and equipment, net
    
    
    3,464,572
    
    
    
    3,608,626Other intangible assets, net
    
    
    1,009,694
    
    
    
    823,495Restricted cash
    
    
    288,429
    
    
    
    288,429Total Assets
    
    $
    26,144,733
    
    
    $
    30,338,206LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,674,071
    
    
    $
    699,064Accrued expenses and other current liabilities
    
    
    4,219,664
    
    
    
    2,883,587Total current liabilities
    
    
    5,893,735
    
    
    
    3,582,651Commitments and contingenciesShareholders equity:Preferred stock  $.001 par value; 5,000,000
shares authorized; no shares issued and
outstanding at March 31, 2009 and December 31,
2008, respectively
    
    
    
    
    
    
    Common stock  $.001 par value; 25,000,000
shares authorized; 8,868,102 and 8,866,702
shares issued and outstanding at March 31, 2009
and December 31, 2008, respectively
    
    
    8,868
    
    
    
    8,867Additional paid-in capital
    
    
    112,715,327
    
    
    
    112,400,642Deficit accumulated during the development stage
    
    
    (83,195,470
    )
    
    
    (76,962,787
    )Accumulated other comprehensive income (loss):Cumulative translation adjustments
    
    
    (9,277,727
    )
    
    
    (8,691,167
    )Total Shareholders Equity
    
    
    20,250,998
    
    
    
    26,755,555Total Liabilities and Shareholders Equity
    
    $
    26,144,733
    
    
    $
    30,338,206
   4




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HEARTWARE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Cumulative Periodfrom November 26,2004 (Inception)Three Months Ended March 31,
    
    
    Through March 31,2009
    
    
    2008
    
    
    2009Revenues
    
    $
    1,477,796
    
    
    $
    
    
    
    $
    1,809,595Cost of revenues
    
    
    718,308
    
    
    
    
    
    
    
    795,940Gross profit
    
    
    759,488
    
    
    
    
    
    
    
    1,013,655Operating expenses:Selling, general and administrative expenses
    
    
    4,199,663
    
    
    
    2,187,625
    
    
    
    32,819,952Research and development expenses
    
    
    3,489,780
    
    
    
    4,252,715
    
    
    
    59,152,121Total operating expenses
    
    
    7,689,443
    
    
    
    6,440,340
    
    
    
    91,972,073Loss from operations
    
    
    (6,929,955
    )
    
    
    (6,440,340
    )
    
    
    (90,958,418
    )Foreign exchange gain (loss)
    
    
    692,548
    
    
    
    (723,302
    )
    
    
    4,301,727Interest income, net
    
    
    6,756
    
    
    
    325,771
    
    
    
    3,764,214Other, net
    
    
    (2,032
    )
    
    
    (2,240
    )
    
    
    (302,993
    )Loss before income taxes
    
    
    (6,232,683
    )
    
    
    (6,840,111
    )
    
    
    (83,195,470
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    $
    (6,232,683
    )
    
    $
    (6,840,111
    )
    
    $
    (83,195,470
    )Loss per common share  basic and diluted
    
    $
    (0.70
    )
    
    $
    (0.96
    )Weighted average shares outstanding  basic and diluted
    
    
    8,866,889
    
    
    
    7,088,579
   5




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HEARTWARE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
 Cumulative Periodfrom November 26,2004 (Inception)For the Three Months Ended March 31,
    
    
    Through March 31,2009
    
    
    2008
    
    
    2009Net loss
    
    $
    (6,232,683
    )
    
    $
    (6,840,111
    )
    
    $
    (83,195,470
    )Foreign currency translation
    
    
    (586,560
    )
    
    
    990,500
    
    
    
    (9,277,727
    )Comprehensive loss
    
    $
    (6,819,243
    )
    
    $
    (5,849,611
    )
    
    $
    (92,473,197
    )
   6




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##### Table of Contents



HEARTWARE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(unaudited)
 Deficit
    
    
    AccumulatedAccumulated
    
    
    OtherCommon Shares
    
    
    Additional
    
    
    During the
    
    
    ComprehensiveShares
    
    
    
    
    
    
    Paid-In
    
    
    Development
    
    
    IncomeIssued
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    (Loss)
    
    
    TotalBalance December 31, 2008
    
    
    8,866,702
    
    
    $
    8,867
    
    
    $
    112,400,642
    
    
    $
    (76,962,787
    )
    
    $
    (8,691,167
    )
    
    $
    26,755,555Issuance of common shares
pursuant to stock option
exercise
    
    
    1,400
    
    
    
    1
    
    
    
    20,206
    
    
    
    
    
    
    
    
    
    
    
    20,207Share-based compensation
    
    
    
    
    
    
    
    
    
    
    294,479
    
    
    
    
    
    
    
    
    
    
    
    294,479Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,232,683
    )
    
    
    
    
    
    
    (6,232,683
    )Accumulated other
comprehensive income
(loss):Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (586,560
    )
    
    
    (586,560
    )Balance March 31, 2009
    
    
    8,868,102
    
    
    $
    8,868
    
    
    $
    112,715,327
    
    
    $
    (83,195,470
    )
    
    $
    (9,277,727
    )
    
    $
    20,250,998
  
  7




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HEARTWARE INTERNATIONAL, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Cumulative Periodfrom November 26,2004 (Inception)Three Months Ended March 31,
    
    
    Through March 31,2009
    
    
    2008
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (6,232,683
    )
    
    $
    (6,840,111
    )
    
    $
    (83,195,470
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation
    
    
    206,263
    
    
    
    138,772
    
    
    
    2,007,173Amortization
    
    
    16,385
    
    
    
    6,427
    
    
    
    105,240Share-based compensation expense
    
    
    294,479
    
    
    
    357,768
    
    
    
    6,548,609Loss on disposal of assets
    
    
    2,032
    
    
    
    2,240
    
    
    
    305,380Accrued interest on convertible note
    
    
    
    
    
    
    6,901
    
    
    
    (14,026
    )Change in operating assets and liabilities:Accounts receivable
    
    
    (934,981
    )
    
    
    
    
    
    
    (1,179,179
    )Inventories, net
    
    
    (3,176,566
    )
    
    
    
    
    
    
    (6,684,631
    )Prepaid expenses and other current assets
    
    
    3,271
    
    
    
    69,302
    
    
    
    (632,162
    )Note receivable, current
    
    
    
    
    
    
    
    
    
    
    794Accounts payable
    
    
    1,105,260
    
    
    
    (12,594
    )
    
    
    844,060Accrued expenses and other current liabilities
    
    
    1,336,586
    
    
    
    289,177
    
    
    
    4,251,072Net cash used in operating activities
    
    
    (7,379,954
    )
    
    
    (5,982,118
    )
    
    
    (77,643,140
    )CASH FLOWS FROM INVESTING ACTIVITIESAdditions to property, plant and equipment
    
    
    (64,346
    )
    
    
    (401,217
    )
    
    
    (5,579,928
    )Additions to patents
    
    
    (202,583
    )
    
    
    (46,666
    )
    
    
    (1,114,934
    )Cash paid for security deposits
    
    
    
    
    
    
    
    
    
    
    (288,429
    )Net cash provided by acquisition
    
    
    
    
    
    
    
    
    
    
    126,380Proceeds from dispositions of assets
    
    
    
    
    
    
    
    
    
    
    32,136Net cash used in investing activities
    
    
    (266,929
    )
    
    
    (447,883
    )
    
    
    (6,824,775
    )CASH FLOWS FROM FINANCING ACTIVITIESRepayment of convertible note
    
    
    
    
    
    
    
    
    
    
    (1,360,929
    )Proceeds from sale of common stock
    
    
    20,207
    
    
    
    
    
    
    
    113,302,657Payment of offering costs
    
    
    
    
    
    
    
    
    
    
    (5,903,581
    )Net cash provided by financing activities
    
    
    20,207
    
    
    
    
    
    
    
    106,038,147Effect of exchange rate changes on cash
    
    
    (585,262
    )
    
    
    1,033,116
    
    
    
    (8,978,514
    )INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (8,211,938
    )
    
    
    (5,396,885
    )
    
    
    12,591,718CASH AND CASH EQUIVALENTS  BEGINNING OF PERIOD
    
    
    20,803,656
    
    
    
    28,276,388
    
    
    
    CASH AND CASH EQUIVALENTS  END OF PERIOD
    
    $
    12,591,718
    
    
    $
    22,879,503
    
    
    $
    12,591,718
   8




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##### Table of Contents



HEARTWARE INTERNATIONAL, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)
 1. Basis of Presentation
 Development Stage
    Interim Financial Statements
   Proposed Acquisition by Thoratec Corporation
   9




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2. Liquidity
   10




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##### Table of Contents



3. Significant Accounting Policies
 Principles of Consolidation
  Accounting Estimates
  Cash and Cash Equivalents
  Inventories
    Property, Plant and Equipment
   11




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Share-Based Payments
 Share-Based Payment
    Impairment of Long-Lived Assets
  Income Taxes
 Accounting for
Income Taxes Accounting for
Uncertainty in Income Taxes
   12




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Translation of Foreign Currency
    Research and Development
  Vendor Concentration
  Marketing and Advertising Costs
  Net Loss Per Common Share
  New Accounting Standards
   13




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##### Table of Contents



Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies
 Application of FASB
Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair
Value Measurements for Purposes of Lease Classification or Measurement under Statement 13 Accounting for Leases Effective Date of FASB Statement No. 157
 Disclosures about Derivative Instruments and
Hedging Activities
 Determination of the Useful Life of
Intangible Assets Goodwill and Other Intangible Assets Business Combinations
  14




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4. Inventories, Net
  March 31,
    
    
    December 31,2009
    
    
    2008Raw material
    
    $
    1,737,403
    
    
    $
    813,276Work-in-process
    
    
    1,781,324
    
    
    
    1,690,852Finished goods
    
    
    3,165,904
    
    
    
    1,003,937$
    6,684,631
    
    
    $
    3,508,065
 5. Property, Plant and Equipment, Net
  March 31,
    
    
    December 31,Property, Plant and Equipment
    
    Useful Lives
    
    2009
    
    
    2008Machinery and equipment
    
    5 to 7 years
    
    $
    4,438,402
    
    
    $
    4,428,452Leasehold improvements
    
    3 to 7 years
    
    
    219,301
    
    
    
    212,891Office equipment, furniture and fixtures
    
    5 to 7 years
    
    
    285,278
    
    
    
    271,275Software
    
    5 to 7 years
    
    
    438,336
    
    
    
    406,9835,381,317
    
    
    
    5,319,601Less: accumulated depreciation
    
    
    
    
    (1,916,745
    )
    
    
    (1,710,975
    )$
    3,464,572
    
    
    $
    3,608,626
 6. Accrued Expenses and Other Current Liabilities
  March 31,
    
    
    December 31,Accrued expenses and other current liabilities
    
    2009
    
    
    2008Accrued payroll and other employee costs
    
    $
    854,395
    
    
    $
    1,721,506Accrued material purchases
    
    
    106,214
    
    
    
    417,344Accrued research and development materials
    
    
    501,263
    
    
    
    494,997Accrued milestone payment
    
    
    750,000
    
    
    
    Accrued professional fees
    
    
    1,852,287
    
    
    
    149,146Other accrued expenses
    
    
    155,505
    
    
    
    100,594$
    4,219,664
    
    
    $
    2,883,587
  15




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##### Table of Contents



7. Other Intangible Assets
  March 31, 2009
    
    
    December 31, 2008Life
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Gross Carrying
    
    
    AccumulatedAmortizable Intangible Assets
    
    (Years)
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationPatents
    
    
    15
    
    
    $
    1,114,935
    
    
    $
    (105,241
    )
    
    $
    912,351
    
    
    $
    (88,856
    )
  Remainder of 2009
    
    $
    57,9452010
    
    
    74,3292011
    
    
    74,3292012
    
    
    74,3292013
    
    
    74,3292014
    
    
    74,329
 8. Equity Incentive Plans
     HeartWare International, Inc. Employee Share Option Plan (ESOP) (formerly HeartWare Limited
Employee Share Option Plan)
   16




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Accounting for Contingencies
  WeightedWeighted
    
    
    AverageAverage
    
    
    RemainingExercise
    
    
    Contractual Life
    
    
    AggregateShares
    
    
    Price
    
    
    (Years)
    
    
    Intrinsic ValueOutstanding at December 31, 2008
    
    
    629,936
    
    
    $
    18.62
    
    
    
    6.39
    
    
    $
    Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (2142
    )
    
    
    13.71Expired
    
    
    
    
    
    
    Outstanding at March 31, 2009
    
    
    627,794
    
    
    $
    18.49
    
    
    
    6.14
    
    
    $
    3,043,830Exercisable at March 31, 2009
    
    
    310,308
    
    
    $
    16.82
    
    
    
    4.02
    
    
    $
    2,020,138
 th
  17




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HeartWare International, Inc. Restricted Stock Unit Plan (formerly HeartWare Limited Performance
Rights Plan)
      18




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##### Table of Contents



WeightedAverageRemainingContractualLife
    
    
    AggregateShares
    
    
    (Years)
    
    
    Intrinsic ValueOutstanding at December 31, 2008
    
    
    142,846
    
    
    
    9.32
    
    
    $
    2,078,238Granted
    
    
    Exercised
    
    
    Forfeited
    
    
    Expired
    
    
    Outstanding at March 31, 2009
    
    
    142,846
    
    
    
    9.07
    
    
    $
    3,333,145Exercisable at March 31, 2009
    
    
    
    
    
    
    
    
    
    $
    
 th
   Non-Plan Options
    WeightedAverageWeighted
    
    
    RemainingAverage
    
    
    ContractualExercise
    
    
    Life
    
    
    AggregateShares
    
    
    Price
    
    
    (Years)
    
    
    Intrinsic ValueOutstanding at December 31, 2008
    
    
    68,438
    
    
    $
    18.03
    
    
    
    2.17
    
    
    $
    Granted
    
    
    Exercised
    
    
    (1,400
    )
    
    
    14.43Forfeited
    
    
    Expired
    
    
    Outstanding at March 31, 2009
    
    
    67,038
    
    
    $
    17.96
    
    
    
    1.95
    
    
    $
    360,170Exercisable at March 31, 2009
    
    
    61,038
    
    
    $
    17.95
    
    
    
    1.29
    
    
    $
    328,396
   19




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##### Table of Contents



HeartWare International, Inc. 2008 Stock Incentive Plan
  Summary
  Awards Outstanding
    
    
    Awards ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    
    AverageWeighted
    
    
    Remaining
    
    
    
    
    
    
    Weighted
    
    
    RemainingRange of
    
    Shares
    
    
    Average
    
    
    Contractual
    
    
    Shares
    
    
    Average
    
    
    ContractualExercise Prices
    
    Outstanding
    
    
    Exercise Price
    
    
    Life (years)
    
    
    Outstanding
    
    
    Exercise Price
    
    
    Life (years)$0.00  $0.00
    
    
    142,846
    
    
    $
    
    
    
    
    9.07
    
    
    
    
    
    
    $
    
    
    
    
    $0.24  $17.80
    
    
    275,982
    
    
    
    9.69
    
    
    
    4.46
    
    
    
    168,967
    
    
    
    7.19
    
    
    
    1.47$18.19  $33.68
    
    
    399,365
    
    
    
    23.61
    
    
    
    6.86
    
    
    
    188,352
    
    
    
    24.40
    
    
    
    5.66$33.92  $36.08
    
    
    19,485
    
    
    
    36.08
    
    
    
    0.87
    
    
    
    14,027
    
    
    
    36.08
    
    
    
    0.79837,678
    
    
    $
    15.29
    
    
    
    6.30
    
    
    
    371,346
    
    
    $
    17.01
    
    
    
    3.57
     20




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##### Table of Contents



(in thousands)
    
    2009
    
    
    2008General and administrative
    
    $
    140
    
    
    $
    273Cost of goods sold
    
    
    16
    
    
    
    Research and development
    
    
    138
    
    
    
    85$
    294
    
    
    $
    358
 9. Net Loss Per Share
  Three Months Ended March 31,2009
    
    
    2008Common shares issuable upon:Exercise of share-based payment awards
    
    
    837,678
    
    
    
    727,899Conversion of convertible note
    
    
    
    
    
    
    43,220
 10. Commitments and Contingencies
  
 
    21




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11. Business Segment, Geographic Areas and Major Customers
   (in thousands)
    
    2009
    
    
    2008Domestic
    
    $
    1,125
    
    
    $
    International
    
    
    353
    
    
    
    $
    1,478
    
    
    $
    
   22




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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Overview
          23




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##### Table of Contents



Critical Accounting Policies and Estimates
  Revenue recognition
 Revenue Recognition
 Inventory Capitalization
      24




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##### Table of Contents



Research and Development
  Share-Based Payments
 Share-Based Payment
    Income Taxes
 Accounting for Income Taxes Accounting for Uncertainty in Income Taxes
   25




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##### Table of Contents



Translation of Foreign Currency
     Three months ended March 31, 2009 and 2008
 Revenue
  Cost of Goods Sold
   26




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##### Table of Contents



Selling, General and Administrative
   Research and Development
    Other Income
     27




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##### Table of Contents



Income Taxes
   Liquidity and Capital Resources
         28




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
  Foreign Currency Rate Fluctuations
     29




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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 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 6. EXHIBITS
 31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of
the Securities Exchange Act31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of
the Securities Exchange Act32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  30




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Signatures
  HEARTWARE INTERNATIONAL, INC.Date:      May 8, 2009
    /s/  Douglas GodshallDouglas GodshallChief Executive OfficerDate:      May 8, 2009
    /s/  David McIntyreDavid McIntyreChief Financial Officer and Chief Operating Officer  31




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##### Table of Contents



EXHIBIT INDEX
 31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the
Securities Exchange Act31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the
Securities Exchange Act32.1
    
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32