##### 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, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 0-26192
 (Commission File Number)
 MAKEMUSIC, INC.
  Minnesota
    
    41-1716250(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 
 
   
   
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ(Do not check if smaller reporting company)
 o þ




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##### 



MakeMusic, Inc.
  
 INDEX
 Page No.PART I. FINANCIAL INFORMATIONItem 1 Condensed Financial Statements
    
    
    3Condensed Balance Sheets
June 30, 2009 and December 31, 2008
    
    
    3Condensed Statements of Operations
Three- and six-month periods ended June 30, 2009 and 2008
    
    
    4Condensed Statements of Cash Flows
Six-month periods ended June 30, 2009 and 2008
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    9Item 4T
Controls and Procedures
    
    
    17PART II. OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    18Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3 Defaults Upon Senior Securities
    
    
    18Item 4 Submission of Matters to a Vote of Security Holders
    
    
    18Item 5 Other Information
    
    
    18Item 6 Exhibits
    
    
    18Signatures
    
    
    19Exhibit Index
    
    
    20EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Condensed Financial Statements.
 MakeMusic, Inc.
 
 Condensed Balance Sheets  (In thousands of U.S. dollars, except share and per share data)
 June 30,2009
    
    
    December 31,(Unaudited)
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    6,096
    
    
    $
    6,592Accounts receivable (net of allowance of $26 and $44 in
2009 and 2008, respectively)
    
    
    1,157
    
    
    
    1,397Inventories
    
    
    506
    
    
    
    465Prepaid expenses and other current assets
    
    
    320
    
    
    
    293Total current assets
    
    
    8,079
    
    
    
    8,747Property and equipment, net
    
    
    643
    
    
    
    673Capitalized software products, net
    
    
    2,702
    
    
    
    2,631Goodwill
    
    
    3,630
    
    
    
    3,630Other non-current assets
    
    
    7
    
    
    
    10Total assets
    
    $
    15,061
    
    
    $
    15,691Liabilities and Shareholders EquityCurrent liabilities:Current portion of capital lease obligations
    
    $
    58
    
    
    $
    56Accounts payable
    
    
    341
    
    
    
    373Accrued compensation
    
    
    1,225
    
    
    
    1,170Other accrued liabilities
    
    
    217
    
    
    
    272Post contract support
    
    
    146
    
    
    
    146Reserve for product returns
    
    
    396
    
    
    
    382Current portion of deferred rent
    
    
    31
    
    
    
    30Deferred revenue
    
    
    1,802
    
    
    
    2,336Total current liabilities
    
    
    4,216
    
    
    
    4,765Capital lease obligations, net of current portion
    
    
    61
    
    
    
    76Deferred rent, net of current portion
    
    
    24
    
    
    
    39Shareholders equity:Common stock, $0.01 par value:Authorized shares  10,000,000Issued and outstanding shares  4,659,645 and 4,635,529
in 2009 and 2008, respectively
    
    
    47
    
    
    
    46Additional paid-in capital
    
    
    65,900
    
    
    
    65,716Accumulated deficit
    
    
    (55,187
    )
    
    
    (54,951
    )Total shareholders equity
    
    
    10,760
    
    
    
    10,811Total liabilities and shareholders equity
    
    $
    15,061
    
    
    $
    15,691
  3




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MakeMusic, Inc.
 
 Condensed Statements of Operations  (In thousands of U.S. dollars, except share and per share data)
 3 Months
    
    
    6 MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Notation revenue
    
    $
    2,293
    
    
    $
    1,625
    
    
    $
    4,820
    
    
    $
    4,182SmartMusic revenue
    
    
    1,051
    
    
    
    859
    
    
    
    2,207
    
    
    
    1,740Other revenue
    
    
    130
    
    
    
    117
    
    
    
    288
    
    
    
    301NET REVENUE
    
    
    3,474
    
    
    
    2,601
    
    
    
    7,315
    
    
    
    6,223COST OF REVENUES
    
    
    475
    
    
    
    442
    
    
    
    1,031
    
    
    
    949GROSS PROFIT
    
    
    2,999
    
    
    
    2,159
    
    
    
    6,284
    
    
    
    5,274OPERATING EXPENSES:Development expenses
    
    
    1,229
    
    
    
    1,171
    
    
    
    2,508
    
    
    
    2,284Selling and marketing expenses
    
    
    1,019
    
    
    
    965
    
    
    
    2,150
    
    
    
    2,140General and administrative expenses
    
    
    860
    
    
    
    855
    
    
    
    1,892
    
    
    
    1,840Total operating expenses
    
    
    3,108
    
    
    
    2,991
    
    
    
    6,550
    
    
    
    6,264LOSS FROM OPERATIONS
    
    
    (109
    )
    
    
    (832
    )
    
    
    (266
    )
    
    
    (990
    )Other, net
    
    
    18
    
    
    
    27
    
    
    
    32
    
    
    
    36Net loss before income tax
    
    
    (91
    )
    
    
    (805
    )
    
    
    (234
    )
    
    
    (954
    )Income tax expense
    
    
    0
    
    
    
    6
    
    
    
    2
    
    
    
    6Net loss
    
    $
    (91
    )
    
    $
    (811
    )
    
    $
    (236
    )
    
    $
    (960
    )Loss per common share:Basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.17
    )
    
    $
    (0.05
    )
    
    $
    (0.21
    )Weighted average common shares outstanding:Basic and diluted
    
    
    4,661,923
    
    
    
    4,634,529
    
    
    
    4,653,215
    
    
    
    4,605,993
  4




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MakeMusic, Inc.
 
 Condensed Statements of Cash Flows  (In thousands of U.S. dollars)
 6 MonthsEnded June 30,2009
    
    
    2008Cash flows from operating activitiesNet loss
    
    $
    (236
    )
    
    $
    (960
    )Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    464
    
    
    
    404Noncash stock based compensation
    
    
    185
    
    
    
    231Net changes in assets and liabilities:Accounts receivable
    
    
    240
    
    
    
    436Inventories
    
    
    (41
    )
    
    
    (119
    )Prepaid expenses and other current assets
    
    
    (27
    )
    
    
    (76
    )Accounts payable
    
    
    (32
    )
    
    
    (14
    )Accrued liabilities and product returns
    
    
    0
    
    
    
    45Deferred revenue
    
    
    (534
    )
    
    
    (235
    )Net cash provided by (used in) in operating activities
    
    
    19
    
    
    
    (288
    )Cash flows from investing activitiesPurchases of property and equipment
    
    
    (175
    )
    
    
    (279
    )Capitalized development and other intangibles
    
    
    (327
    )
    
    
    (997
    )Net cash used in investing activities
    
    
    (502
    )
    
    
    (1,276
    )Cash flows from financing activitiesProceeds from stock options and warrants exercised
    
    
    0
    
    
    
    297Payments on capital leases
    
    
    (13
    )
    
    
    (28
    )Net cash (used in) provided by financing activities
    
    
    (13
    )
    
    
    269Net decrease in cash and cash equivalents
    
    
    (496
    )
    
    
    (1,295
    )Cash and cash equivalents, beginning of period
    
    
    6,592
    
    
    
    6,041Cash and cash equivalents, end of period
    
    $
    6,096
    
    
    $
    4,746Supplemental disclosure of cash flow informationInterest paid
    
    $
    5
    
    
    $
    7Income taxes paid
    
    
    2
    
    
    
    6
  5




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MakeMusic, Inc.
 
 Notes to Condensed Financial Statements
 Accounting Policies.
  Net Loss Per Share.
  Income Tax Expense.
     Stock-Based Compensation.
   6




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##### Table of Contents



Stock Options
  June 30,
    
    June 30,2009
    
    2008Black-Scholes Model:Risk-free interest rate
    
    
    1.0
    %
    
    
    3.0
    %Expected life, in years
    
    
    4.1
    
    
    
    3.5Expected volatility
    
    
    75.4
    %
    
    
    67.2
    %Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
  Equity Award Activity
  Weighted
    
    
    WeightedShares
    
    
    2003 Plan
    
    
    
    
    
    
    Average
    
    
    AverageReserved
    
    
    Restricted
    
    
    2003 Plan
    
    
    Option
    
    
    Remainingfor Grant
    
    
    Shares
    
    
    Option Shares
    
    
    Exercise Price
    
    
    Contract LifeAt December 31, 2008
    
    
    635,663
    
    
    
    
    
    
    
    659,855
    
    
    $
    4.50AuthorizedGranted
    
    
    (116,644
    )
    
    
    26,644
    
    
    
    90,000
    
    
    $
    3.30Expired
    
    
    
    
    
    
    
    
    
    
    (15,800
    )
    
    $
    4.88Cancelled
    
    
    34,528
    
    
    
    (2,528
    )
    
    
    (32,000
    )
    
    $
    5.83At June 30, 2009
    
    
    553,547
    
    
    
    24,116
    
    
    
    702,055
    
    
    $
    4.28
    
    
    2.3 YearsOutstanding
Exercisable at June
30, 2009
    
    
    
    
    
    
    
    
    
    
    474,090
    
    
    $
    4.03
    
    
    1.4 Years
   7




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New Accounting Pronouncements.
  Segment Reporting.
        For the 3 Months Ended June 30, 2009
    
    
    For the 6 Months Ended June 30, 2009Notation
    
    
    SmartMusic
    
    
    Other
    
    
    Total
    
    
    Notation
    
    
    SmartMusic
    
    
    Other
    
    
    TotalNET REVENUE
    
    $
    2,393
    
    
    $
    1,081
    
    
    $
    0
    
    
    $
    3,474
    
    
    $
    5,009
    
    
    $
    2,306
    
    
    $
    0
    
    
    $
    7,315COST OF REVENUES
    
    
    196
    
    
    
    279
    
    
    
    0
    
    
    
    475
    
    
    
    377
    
    
    
    654
    
    
    
    0
    
    
    
    1,031GROSS PROFIT
    
    
    2,197
    
    
    
    802
    
    
    
    0
    
    
    
    2,999
    
    
    
    4,632
    
    
    
    1,652
    
    
    
    0
    
    
    
    6,284OPERATING EXPENSES:Development expenses
    
    
    488
    
    
    
    441
    
    
    
    300
    
    
    
    1,229
    
    
    
    975
    
    
    
    923
    
    
    
    609
    
    
    
    2,508Selling and marketing expenses
    
    
    455
    
    
    
    350
    
    
    
    214
    
    
    
    1,019
    
    
    
    937
    
    
    
    806
    
    
    
    407
    
    
    
    2,150General and administrative
expenses
    
    
    27
    
    
    
    9
    
    
    
    824
    
    
    
    860
    
    
    
    46
    
    
    
    25
    
    
    
    1,822
    
    
    
    1,892Total Operating Expenses
    
    
    970
    
    
    
    800
    
    
    
    1,338
    
    
    
    3,108
    
    
    
    1,958
    
    
    
    1,754
    
    
    
    2,838
    
    
    
    6,550Income/(Loss) from Operations
    
    
    1,227
    
    
    
    2
    
    
    
    (1,338
    )
    
    
    (109
    )
    
    
    2,674
    
    
    
    (102
    )
    
    
    (2,838
    )
    
    
    (266
    )Other Income/(Expense)
    
    
    0
    
    
    
    0
    
    
    
    18
    
    
    
    18
    
    
    
    0
    
    
    
    0
    
    
    
    30
    
    
    
    30NET INCOME/(LOSS)
    
    $
    1,227
    
    
    $
    2
    
    
    $
    (1,320
    )
    
    $
    (91
    )
    
    $
    2,674
    
    
    $
    (102
    )
    
    $
    (2,808
    )
    
    $
    (236
    )
 8




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##### Table of Contents



Goodwill.
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Executive Overview
  
    
    Providing integrated technology, content and web services to enhance and expand how
music is taught, learned and prepared for performance.
    
    Providing music education content developers with a technology-enriched publishing
platform that leverages their copyrighted assets while simultaneously increasing the
content and value of the SmartMusic library.
    
    Offering software solutions for engraving and electronically distributing sheet
music.
 ® ®
    ® 
 9




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##### Table of Contents



Jun-08
    
    Sep-08
    
    Dec-08
    
    Mar-09
    
    Jun-09Total Subscriptions
    
    
    95,632
    
    
    
    98,119
    
    
    
    106,584
    
    
    
    110,318
    
    
    
    111,059Educator Accounts
    
    
    8,165
    
    
    
    9,165
    
    
    
    9,185
    
    
    
    9,091
    
    
    
    8,616Educators who have issued assignments*
    
    
    1,282
    
    
    
    827
    
    
    
    1,436
    
    
    
    1,874
    
    
    
    1,994Gradebook Teachers *
    
    
    538
    
    
    
    247
    
    
    
    601
    
    
    
    829
    
    
    
    874Site Licenses
    
    
    97
    
    
    
    178
    
    
    
    203
    
    
    
    208
    
    
    
    203Site License Educator Subscriptions
    
    
    871
    
    
    
    1,145
    
    
    
    1,341
    
    
    
    1,461
    
    
    
    1,417
 
 *
    
    Annual statistics that restart on July 1 of each year reflecting the start of the school-year cycle  Avg. Subscriptions without
    
    Avg. Subscriptions withGradebook Category
    
    Site License
    
    Site LicenseNo classes established
    
    
    28
    
    
    
    88Classes, but no assignments
    
    
    41
    
    
    
    98Classes with frequent assignments
    
    
    60
    
    
    
    115
  10




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##### Table of Contents



QuarterlyQuarter End
    
    Beginning
    
    New
    
    Renewed
    
    Subscriptions
    
    Quarter End
    
    Net NewDate
    
    Subscriptions
    
    Subscriptions
    
    Subscriptions
    
    Ended
    
    Subscriptions
    
    Subscriptions9/30/2008
    
    95,632
    
    20,347
    
    20,017
    
    37,877
    
    98,119
    
    2,48712/31/2008
    
    98,119
    
    17,907
    
    17,942
    
    27,384
    
    106,584
    
    8,4653/31/2009
    
    106,584
    
    10,609
    
    12,241
    
    19,116
    
    110,318
    
    3,7346/30/2009
    
    110,318
    
    5,256
    
    11,350
    
    15,865
    
    111,059
    
    741
    Critical Accounting Policies
  11




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Impairment of goodwill.
 12




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Results of Operations
  3 Months Ended June 30
    
    
    6 Months Ended June 30Incr
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incr2009
    
    
    2008
    
    
    (Decr)
    
    
    %
    
    
    2009
    
    
    2008
    
    
    (Decr)
    
    
    %($ in thousands)Notation revenue
    
    $
    2,293
    
    
    $
    1,625
    
    
    $
    668
    
    
    
    41
    %
    
    $
    4,820
    
    
    $
    4,182
    
    
    $
    638
    
    
    
    15
    %SmartMusic revenue
    
    
    1,051
    
    
    
    859
    
    
    
    192
    
    
    
    22
    %
    
    
    2,207
    
    
    
    1,740
    
    
    
    467
    
    
    
    27
    %Other revenue
    
    
    130
    
    
    
    117
    
    
    
    13
    
    
    
    11
    %
    
    
    288
    
    
    
    301
    
    
    
    (13
    )
    
    
    -4
    %Net revenue
    
    
    3,474
    
    
    
    2,601
    
    
    
    873
    
    
    
    34
    %
    
    
    7,315
    
    
    
    6,223
    
    
    
    1,092
    
    
    
    18
    %Cost of revenues
    
    
    475
    
    
    
    442
    
    
    
    33
    
    
    
    7
    %
    
    
    1,031
    
    
    
    949
    
    
    
    82
    
    
    
    9
    %Gross profit
    
    
    2,999
    
    
    
    2,159
    
    
    
    840
    
    
    
    39
    %
    
    
    6,284
    
    
    
    5,274
    
    
    
    1,010
    
    
    
    19
    %Percentage of net sales
    
    
    86
    %
    
    
    83
    %
    
    
    
    
    
    
    
    
    
    
    86
    %
    
    
    85
    %Development expense
    
    
    1,229
    
    
    
    1,171
    
    
    
    58
    
    
    
    5
    %
    
    
    2,508
    
    
    
    2,284
    
    
    
    224
    
    
    
    10
    %Selling and marketing
    
    
    1,019
    
    
    
    965
    
    
    
    54
    
    
    
    6
    %
    
    
    2,150
    
    
    
    2,140
    
    
    
    10
    
    
    
    0
    %General administrative
    
    
    860
    
    
    
    855
    
    
    
    5
    
    
    
    1
    %
    
    
    1,892
    
    
    
    1,840
    
    
    
    52
    
    
    
    3
    %Total operating expense
    
    
    3,108
    
    
    
    2,991
    
    
    
    117
    
    
    
    4
    %
    
    
    6,550
    
    
    
    6,264
    
    
    
    286
    
    
    
    5
    %Operating loss
    
    
    (109
    )
    
    
    (832
    )
    
    
    723
    
    
    
    87
    %
    
    
    (266
    )
    
    
    (990
    )
    
    
    724
    
    
    
    73
    %Other income
    
    
    18
    
    
    
    27
    
    
    
    (9
    )
    
    
    -33
    %
    
    
    32
    
    
    
    36
    
    
    
    (4
    )
    
    
    -11
    %Net loss before taxes
    
    $
    (91
    )
    
    $
    (805
    )
    
    $
    714
    
    
    
    89
    %
    
    $
    (234
    )
    
    $
    (954
    )
    
    $
    720
    
    
    
    75
    %Income tax provision
    
    
    0
    
    
    
    (6
    )
    
    
    6
    
    
    
    100
    %
    
    
    (2
    )
    
    
    (6
    )
    
    
    4
    
    
    
    67
    %Net loss
    
    $
    (91
    )
    
    $
    (811
    )
    
    $
    720
    
    
    
    89
    %
    
    $
    (236
    )
    
    $
    (960
    )
    
    $
    724
    
    
    
    75
    %
 Comparison of the three- and six-month periods ended June 30, 2009 to the three- and six-month
periods ended June 30, 2008
 Net revenue.
 ®
  13




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Gross profit.
  14




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##### Table of Contents



Development expense.
 Selling and marketing expense.
 General and administrative expense.
 Operating loss.
  Net loss
 Liquidity and capital resources.
 15




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16




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##### Table of Contents



Item 4T.
    
    Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal controls
 Forward Looking and Cautionary Statements
 The preceding discussion and analysis should be read in conjunction with the financial statements
and notes thereto appearing elsewhere in this report. Managements Discussion and Analysis may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements provide current expectations or forecasts of future events
and can be identified by the use of terminology such as believe, estimate, expect, intend,
may, could, will, anticipate, and similar words or expressions. The forward-looking
statements in this report generally relate to: our expectations relating to future cash flows from
operations; our beliefs relating to the sufficiency of managements contingency plans; our
expectations regarding our target business model and future subscription growth for SmartMusic; our
anticipated product release dates; our plans relating to marketing efforts and our ability to
provide assistance associated with federal stimulus programs; our anticipated development costs and
sales and marketing expenses; our expectation that amortization will increase as we add additional
products and repertoire to SmartMusic; and our beliefs relating to adequacy of capital resources.
Forward-looking statements cannot be guaranteed and actual results may vary materially due to the
uncertainties and risks, known and unknown, associated with such statements. MakeMusic cautions
investors that many important factors have affected, and in the future could affect our actual
results of operations and cause such results to differ materially from those anticipated in
forward-looking statements made in this release and elsewhere by MakeMusic or on its behalf. These
factors include, but are not limited to: unforeseen capital demands; the market acceptance of
Finale, SmartMusic, SmartMusic Gradebook and other products; the success of our direct sales
efforts; the maintenance of strategic partnerships and customer relationships; our ability to
license titles from music publishers; the effectiveness of, and our ability to implement, our
target business model; the limited and fluctuating sales of certain of our products; the intense
competition that we face; the rapid technological changes and obsolescence in software industry;
our dependence on key personnel and the proprietary nature of our technology; other general
business and economic conditions (including changes to discretionary spending by schools and
students); and those risks described from time to time in our reports to the Securities and
Exchange Commission (including our Annual Report on Form 10-K). It is not possible to foresee or
identify all factors that could cause actual results to differ from expected or historic results.
As such, investors should not consider any list of such factors to be an exhaustive statement of
all of the risks, uncertainties or potentially inaccurate assumptions that investors should take
into account when making investment decisions. Shareholders and other readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the date on which they
are made. We do not intend to update publicly or revise any forward-looking statements.
 17




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 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 Security Holders
    NOMINEE
    
    FOR
    
    WITHHELDJeffrey A. Koch
    
    
    3,361,904
    
    
    
    170,099Ronald B. Raup
    
    
    3,503,562
    
    
    
    28,441Michael Cahr
    
    
    3,225,309
    
    
    
    306,694Keith A. Fenhaus
    
    
    3,195,259
    
    
    
    336,744Robert B. Morrison
    
    
    3,195,214
    
    
    
    336,789Graham Richmond
    
    
    3,195,259
    
    
    
    336,744Michael Skinner
    
    
    3,195,259
    
    
    
    336,744
  FOR
    
    AGAINST
    
    ABSTAIN
    
    BROKER NON-VOTE3,522,283
    
    
    9,720
    
    
    
    0
    
    
    
    0
 
 Item 5.
    
    Other Information
   
 Item 6.
    
    Exhibits
  18




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##### Table of Contents



SIGNATURES
  Date: August 11, 2009
    
    MAKEMUSIC, INC.By:
    
    /s/ Ronald B. RaupRonald B. Raup, Chief Executive Officer(Principal Executive Officer)And:
    
    /s/ Karen L. VanDerBoschKaren L. VanDerBosch, Chief Financial Officer(Principal Financial Officer)
 19




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##### Table of Contents



EXHIBIT INDEX
 Form 10-Q
 The quarterly period ended June 30, 2009
 Exhibit No.
    
    Description10.1
    
    Executive Incentive Compensation Plan, as amended May 5, 2009 
incorporated by reference to Exhibit 10.2 to the Registrants
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2009.10.2
    
    Employment Agreement dated May 8, 2009 between the Registrant and
Ronald B. Raup  incorporated by reference to Exhibit 10.3 to the
Registrants Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2009.10.3
    
    Employment Agreement dated May 8, 2009 between the Registrant and
Karen L. VanDerBosch  incorporated by reference to Exhibit 10.4 to
the Registrants Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2009.31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1*
    
    Certification of Chief Executive Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Chief Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.