##### 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, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 001-12488
 Powell Industries, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    88-0106100(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)8550 Mosley Drive,Houston, Texas
    
    77075-1180(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
 (713) 944-6900
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




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##### 



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PagePart I  Financial Information
    
    
    3Item 1. Condensed Consolidated Financial Statements
    
    
    3Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Operations
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20Part II  Other Information
    
    
    20Item 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    21Item 6. Exhibits
    
    
    21Signatures
    
    
    22Certification of CEO Pursuant to Section Rule 13a-14(a)/15d-14(a)Certification of CFO Pursuant to Rule 13a-14(a)/15d-14(a)Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Condensed Consolidated Financial Statements
 POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
 June 30,
    
    
    September 30,2008
    
    
    2007(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    6,835
    
    
    $
    5,257Accounts receivable, less allowance for doubtful accounts of $1,222 and $1,739, respectively
    
    
    132,532
    
    
    
    107,717Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    83,813
    
    
    
    69,442Inventories, net
    
    
    71,588
    
    
    
    47,789Income taxes receivable
    
    
    1,128
    
    
    
    548Deferred income taxes
    
    
    
    
    
    
    1,898Prepaid expenses and other current assets
    
    
    2,464
    
    
    
    4,235Total Current Assets
    
    
    298,360
    
    
    
    236,886Property, plant and equipment, net
    
    
    63,006
    
    
    
    67,401Goodwill
    
    
    1,084
    
    
    
    1,084Intangible assets, net
    
    
    26,100
    
    
    
    28,861Other assets
    
    
    6,524
    
    
    
    6,783Total Assets
    
    $
    395,074
    
    
    $
    341,015LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt and capital lease obligations
    
    $
    8,040
    
    
    $
    8,464Income taxes payable
    
    
    2,357
    
    
    
    1,669Accounts payable
    
    
    64,160
    
    
    
    65,225Accrued salaries, bonuses and commissions
    
    
    23,833
    
    
    
    19,010Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    43,203
    
    
    
    25,924Accrued product warranty
    
    
    7,480
    
    
    
    5,787Other accrued expenses
    
    
    12,771
    
    
    
    9,533Total Current Liabilities
    
    
    161,844
    
    
    
    135,612Long-term debt and capital lease obligations, net of current maturities
    
    
    30,377
    
    
    
    27,372Deferred compensation
    
    
    2,928
    
    
    
    3,155Postretirement benefit obligation
    
    
    1,017
    
    
    
    942Other liabilities
    
    
    111
    
    
    
    87Total Liabilities
    
    
    196,277
    
    
    
    167,168Commitments and Contingencies (Note F)Minority Interest
    
    
    142
    
    
    
    298Stockholders Equity:Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, par value $.01; 30,000,000 shares authorized; 11,387,187 and 11,143,866
shares issued, respectively; 11,387,187 and 11,143,866 shares outstanding, respectively
    
    
    114
    
    
    
    111Additional paid-in capital
    
    
    24,821
    
    
    
    16,854Retained earnings
    
    
    171,905
    
    
    
    154,572Accumulated other comprehensive income
    
    
    2,084
    
    
    
    2,557Deferred compensation
    
    
    (269
    )
    
    
    (545
    )Total Stockholders Equity
    
    
    198,655
    
    
    
    173,549Total Liabilities and Stockholders Equity
    
    $
    395,074
    
    
    $
    341,015
  3




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
 Three Months Ended
    
    
    Nine Months EndedJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007Revenues
    
    $
    164,123
    
    
    $
    149,131
    
    
    $
    471,577
    
    
    $
    413,819Cost of goods sold
    
    
    129,121
    
    
    
    121,705
    
    
    
    379,188
    
    
    
    343,538Gross profit
    
    
    35,002
    
    
    
    27,426
    
    
    
    92,389
    
    
    
    70,281Selling, general and administrative expenses
    
    
    21,774
    
    
    
    21,750
    
    
    
    62,846
    
    
    
    56,476Income before interest, income taxes and minority interest
    
    
    13,228
    
    
    
    5,676
    
    
    
    29,543
    
    
    
    13,805Interest expense
    
    
    697
    
    
    
    922
    
    
    
    2,333
    
    
    
    2,529Interest income
    
    
    (59
    )
    
    
    (110
    )
    
    
    (260
    )
    
    
    (410
    )Income before income taxes and minority interest
    
    
    12,590
    
    
    
    4,864
    
    
    
    27,470
    
    
    
    11,686Income tax provision
    
    
    4,753
    
    
    
    1,724
    
    
    
    10,118
    
    
    
    4,154Minority interest
    
    
    (56
    )
    
    
    (30
    )
    
    
    (156
    )
    
    
    79Net income
    
    $
    7,893
    
    
    $
    3,170
    
    
    $
    17,508
    
    
    $
    7,453Net earnings per common share:Basic
    
    $
    0.70
    
    
    $
    0.29
    
    
    $
    1.56
    
    
    $
    0.68Diluted
    
    $
    0.69
    
    
    $
    0.28
    
    
    $
    1.53
    
    
    $
    0.67Weighted average shares:Basic
    
    
    11,310
    
    
    
    11,082
    
    
    
    11,233
    
    
    
    11,023Diluted
    
    
    11,470
    
    
    
    11,271
    
    
    
    11,416
    
    
    
    11,207
  4




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Nine Months EndedJune 30, 2008
    
    
    June 30, 2007Operating Activities:Net income
    
    $
    17,508
    
    
    $
    7,453Adjustments to reconcile net income to net cash used in operating activities:Depreciation
    
    
    6,095
    
    
    
    5,337Amortization
    
    
    2,840
    
    
    
    2,888Stock-based compensation
    
    
    2,456
    
    
    
    1,078Minority interest
    
    
    (156
    )
    
    
    79Loss on disposition of assets
    
    
    11
    
    
    
    300Bad debt expense
    
    
    527
    
    
    
    255Deferred income taxes
    
    
    1,928
    
    
    
    293Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (25,469
    )
    
    
    (12,429
    )Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    (14,577
    )
    
    
    (20,048
    )Inventories
    
    
    (23,940
    )
    
    
    (12,403
    )Prepaid expenses and other current assets
    
    
    1,182
    
    
    
    (5,171
    )Other assets
    
    
    (54
    )
    
    
    (192
    )Accounts payable and income taxes payable
    
    
    (340
    )
    
    
    5,197Accrued liabilities
    
    
    9,876
    
    
    
    4,605Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    17,152
    
    
    
    14,289Deferred compensation
    
    
    160
    
    
    
    280Other liabilities
    
    
    98
    
    
    
    (7
    )Net cash used in operating activities
    
    
    (4,703
    )
    
    
    (8,196
    )Investing Activities:Proceeds from sale of fixed assets
    
    
    
    
    
    
    155Purchases of property, plant and equipment
    
    
    (1,969
    )
    
    
    (11,111
    )Net cash used in investing activities
    
    
    (1,969
    )
    
    
    (10,956
    )Financing Activities:Borrowings on US revolving line of credit
    
    
    155,413
    
    
    
    66,066Payments on US revolving line of credit
    
    
    (143,113
    )
    
    
    (51,531
    )Borrowings on UK revolving line of credit
    
    
    
    
    
    
    1,959Payments on UK revolving line of credit
    
    
    (1,596
    )
    
    
    Payments on UK term loan
    
    
    (1,810
    )
    
    
    (1,778
    )Payments on industrial development revenue bonds
    
    
    (400
    )
    
    
    (400
    )Payments on deferred acquisition payable
    
    
    (5,563
    )
    
    
    (5,197
    )Proceeds from exercise of stock options
    
    
    3,963
    
    
    
    2,674Tax benefit from exercise of stock options
    
    
    1,401
    
    
    
    785Payments on short-term and other financing
    
    
    (39
    )
    
    
    (504
    )Net cash provided by financing activities
    
    
    8,256
    
    
    
    12,074Net increase (decrease) in cash and cash equivalents
    
    
    1,584
    
    
    
    (7,078
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (6
    )
    
    
    439Cash and cash equivalents at beginning of period
    
    
    5,257
    
    
    
    10,495Cash and cash equivalents at end of period
    
    $
    6,835
    
    
    $
    3,856
  5




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##### Table of Contents



POWELL INDUSTRIES, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
  Overview
   Basis of Presentation
    Use of Estimates
  Foreign Currency Translation
 Foreign Currency Translation
 6




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##### Table of Contents



Stock-Based Compensation
 Shared-Based Payment
 Accumulated Other Comprehensive Income
  Income Taxes
  Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109
     7




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##### Table of Contents



New Accounting Standards
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 155
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements an amendment of Accounting Research Bulletin 51
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities Earnings per
Share
 8




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Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Numerator:Net income
    
    $
    7,893
    
    
    $
    3,170
    
    
    $
    17,508
    
    
    $
    7,453Denominator:Denominator for basic earnings per share-weighted average shares
    
    
    11,310
    
    
    
    11,082
    
    
    
    11,233
    
    
    
    11,023Dilutive effect of stock options and restricted stock
    
    
    160
    
    
    
    189
    
    
    
    183
    
    
    
    184Denominator for diluted earnings per share-adjusted weighted
average shares with assumed conversions
    
    
    11,470
    
    
    
    11,271
    
    
    
    11,416
    
    
    
    11,207Net earnings per share:Basic
    
    $
    0.70
    
    
    $
    0.29
    
    
    $
    1.56
    
    
    $
    0.68Diluted
    
    $
    0.69
    
    
    $
    0.28
    
    
    $
    1.53
    
    
    $
    0.67
   Allowance for Doubtful Accounts
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Balance at beginning of period
    
    $
    1,035
    
    
    $
    882
    
    
    $
    1,739
    
    
    $
    1,044Adjustments to the allowance
    
    
    90
    
    
    
    339
    
    
    
    526
    
    
    
    255Deductions for uncollectible accounts written off, net of recoveries
    
    
    97
    
    
    
    (75
    )
    
    
    (1,036
    )
    
    
    (169
    )Increase due to foreign currency translation
    
    
    
    
    
    
    7
    
    
    
    (7
    )
    
    
    23Balance at end of period
    
    $
    1,222
    
    
    $
    1,153
    
    
    $
    1,222
    
    
    $
    1,153
 Warranty Accrual
  Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Balance at beginning of period
    
    $
    6,866
    
    
    $
    4,664
    
    
    $
    5,787
    
    
    $
    3,443Adjustments to the accrual
    
    
    1,710
    
    
    
    1,817
    
    
    
    4,135
    
    
    
    4,021Deductions for warranty charges
    
    
    (1,099
    )
    
    
    (1,201
    )
    
    
    (2,406
    )
    
    
    (2,237
    )Increase due to foreign currency translation
    
    
    3
    
    
    
    28
    
    
    
    (36
    )
    
    
    81Balance at end of period
    
    $
    7,480
    
    
    $
    5,308
    
    
    $
    7,480
    
    
    $
    5,308
 9




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##### Table of Contents



Inventories
  June 30,
    
    
    September 30,2008
    
    
    2007Raw materials, parts and subassemblies
    
    $
    56,862
    
    
    $
    31,914Work-in-progress
    
    
    14,726
    
    
    
    15,875Total inventories
    
    $
    71,588
    
    
    $
    47,789
 Cost and Estimated Earnings on Uncompleted Contracts
  June 30,
    
    
    September 30,2008
    
    
    2007Costs incurred on uncompleted contracts
    
    $
    556,396
    
    
    $
    456,892Estimated earnings
    
    
    139,601
    
    
    
    104,136695,997
    
    
    
    561,028Less: Billings to date
    
    
    655,387
    
    
    
    517,510$
    40,610
    
    
    $
    43,518Included in the accompanying balance sheets under the following captions:Costs and estimated earnings in excess of billings on uncompleted contracts
    
    $
    83,813
    
    
    $
    69,442Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    (43,203
    )
    
    
    (25,924
    )$
    40,610
    
    
    $
    43,518
   Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    7,893
    
    
    $
    3,170
    
    
    $
    17,508
    
    
    $
    7,453Other comprehensive income, net of taxUnrealized gain on forward exchange contracts
    
    
    
    
    
    
    151
    
    
    
    
    
    
    
    151Unrealized (loss) gain on foreign currency translation, net of tax
    
    
    13
    
    
    
    152
    
    
    
    (473
    )
    
    
    844Comprehensive income
    
    $
    7,906
    
    
    $
    3,473
    
    
    $
    17,035
    
    
    $
    8,448
   June 30,
    
    
    September 30,2008
    
    
    2007US Revolver
    
    $
    14,300
    
    
    $
    2,000UK Revolver
    
    
    2,993
    
    
    
    4,710UK Term Loan
    
    
    5,986
    
    
    
    7,986Deferred acquisition payable
    
    
    9,512
    
    
    
    15,075Industrial development revenue bonds
    
    
    5,600
    
    
    
    6,000Capital lease obligations
    
    
    26
    
    
    
    65Subtotal long-term debt and capital lease obligations
    
    
    38,417
    
    
    
    35,836Less current portion
    
    
    (8,040
    )
    
    
    (8,464
    )Total long-term debt and capital lease obligations
    
    $
    30,377
    
    
    $
    27,372
 US and UK Revolvers
  10




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UK Term Loan
  Deferred Acquisition Payable
 ®
 Industrial Development Revenue Bonds
   Letters of Credit and Bonds
  11




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##### Table of Contents



Litigation
  Other Contingencies
     Restricted Stock Units
   12




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##### Table of Contents



Stock Options
  RemainingWeighted
    
    WeightedAverage
    
    Average
    
    AggregateStock
    
    Exercise
    
    Contractual
    
    IntrinsicOptions
    
    Price
    
    Term (Years)
    
    Value(In thousands)Outstanding at September 30, 2007
    
    
    505,450
    
    
    $
    17.44Granted
    
    
    
    
    
    
    Exercised
    
    
    (224,950
    )
    
    
    17.83Forfeited / Cancelled
    
    
    (2,800
    )
    
    
    17.85Outstanding at June 30, 2008
    
    
    277,700
    
    
    $
    17.13
    
    
    
    3.16
    
    
    $
    4,756Exercisable at June 30, 2008
    
    
    199,700
    
    
    $
    16.62
    
    
    
    2.84
    
    
    $
    3,318
     Three Months Ended
    
    
    Nine Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues:Electrical Power Products
    
    $
    156,516
    
    
    $
    143,051
    
    
    $
    451,699
    
    
    $
    396,428Process Control Systems
    
    
    7,607
    
    
    
    6,080
    
    
    
    19,878
    
    
    
    17,391Total
    
    $
    164,123
    
    
    $
    149,131
    
    
    $
    471,577
    
    
    $
    413,819Gross profit:Electrical Power Products
    
    $
    32,044
    
    
    $
    25,523
    
    
    $
    85,346
    
    
    $
    65,182Process Control Systems
    
    
    2,958
    
    
    
    1,903
    
    
    
    7,043
    
    
    
    5,099Total
    
    $
    35,002
    
    
    $
    27,426
    
    
    $
    92,389
    
    
    $
    70,281Income before income taxes and minority interest:Electrical Power Products
    
    $
    11,244
    
    
    $
    4,769
    
    
    $
    25,283
    
    
    $
    11,107Process Control Systems
    
    
    1,346
    
    
    
    95
    
    
    
    2,187
    
    
    
    579Total
    
    $
    12,590
    
    
    $
    4,864
    
    
    $
    27,470
    
    
    $
    11,686
 June 30, 2008
    
    
    September 30, 2007Identifiable tangible assets:Electrical Power Products
    
    $
    336,365
    
    
    $
    279,901Process Control Systems
    
    
    11,685
    
    
    
    7,365Corporate
    
    
    19,641
    
    
    
    23,460Total
    
    $
    367,691
    
    
    $
    310,726
  13




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations should
be read in conjunction with the accompanying condensed consolidated financial statements and
related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report
on Form 10-K for the year ended September 30, 2007, which was filed with the Securities and
Exchange Commission on December 7, 2007 and is available on the SECs website at www.sec.gov. Any
forward-looking statements made by or on our behalf are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that such
forward-looking statements involve risks and uncertainties in that the actual results may differ
materially from those projected in the forward-looking statements. Important factors that could
cause actual results to differ include risks set forth in Item 1A. Risk Factors included in our
Annual Report on Form 10-K.
 Overview
  ®
  Results of Operations
 Revenue and Gross Profit
   14




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Electrical Power Products
  ®
  ®
 Process Control Systems
    15




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##### Table of Contents



Consolidated Selling, General and Administrative Expenses
  ®
 Interest Expense and Income
   Provision for Income Taxes
   Net Income
  Backlog
  Liquidity and Capital Resources
  16




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##### Table of Contents



Operating Activities
  Investing Activities
 ®
 Financing Activities
  New Accounting Standards
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 155
 Business Combinations
 17




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##### Table of Contents



Noncontrolling Interests in Consolidated Financial
Statements  an amendment of Accounting Research Bulletin 51
 Determination of the Useful Life of Intangible
Assets Goodwill and Other Intangible Assets
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles
 Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities Earnings per
Share
 Critical Accounting Policies
   Income Taxes  Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for
Income Taxes
 18




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Outlook for Fiscal 2008
  ® ®
 ®
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
     19




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Internal Control over Financial Reporting
  Design and Operation of Control Systems
  
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   20




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 6. Exhibits
 Number
    
    
    
    Description of Exhibits3.1
    
    
    
    Certificate of Incorporation of Powell Industries, Inc. filed with the Secretary
of State of the State of Delaware on February 11, 2004 (filed as Exhibit 3.1 to
our Form 8-A/A filed November 1, 2004, and incorporated herein by reference).3.2
    
    
    
    By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 8-A/A filed
November 1, 2004, and incorporated herein by reference).*31.1
    
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*31.2
    
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*32.1
    
    
    
    Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2
    
    
    
    Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 21




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##### Table of Contents



SIGNATURES
  POWELL INDUSTRIES, INC.
     (Registrant)August 6, 2008
Date
    
    By:
    
    /s/ Thomas W. Powell

Thomas W. PowellChairman and Chief Executive Officer
(Principal Executive Officer)August 6, 2008
Date
    
    By:
    
    /s/ Don R. Madison

Don R. MadisonExecutive Vice PresidentChief Financial and Administrative Officer
(Principal Financial and Accounting Officer)
 22




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##### Table of Contents



EXHIBIT INDEX
 Number
    
    
    
    Exhibit Title3.1
    
    
    
    Certificate of Incorporation of Powell Industries, Inc. filed with the
Secretary of State of the State of Delaware on February 11, 2004 (filed as
Exhibit 3.1 to our Form 8-A/A filed November 1, 2004, and incorporated herein
by reference).3.2
    
    
    
    By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 8-A/A
filed November 1, 2004, and incorporated herein by reference).*31.1
    
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).*31.2
    
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).*32.1
    
    
    
    Certification of Chief Executive Officer Pursuant to Section 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*32.2
    
    
    
    Certification of Chief Financial Officer Pursuant to Section 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 
 *
    
    Filed herewith 23