##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: June 17, 2007
 Commission file number 333-134701
 
 NETWORK COMMUNICATIONS, INC.
 Formed under the laws of the State of Georgia  I.R.S. Employer Identification Number 58-1404355
 2305 Newpoint Parkway, Lawrenceville, GA 30043
Telephone Number: (770) 962-7220
 
  þ o
  o o þ
  o þ
  Class
    
    Outstanding at June 17, 2007Common Stock, $0.001 par value per share
    
    100 shares




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##### Table of Contents



TABLE OF CONTENTS
 PagePART I: FINANCIAL INFORMATIONItem 1.
    
    Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of June 17, 2007 and March 25, 2007
    
    2Condensed Consolidated Statements of Operations for the three periods ended June 17, 2007 and June 18, 2006
    
    3Condensed Consolidated Statement of Stockholders Equity as of June 17, 2007
    
    4Condensed Consolidated Statements of Cash Flows for the three periods ended June 17, 2007 and June 18, 2006
    
    5Notes to Condensed Consolidated Financial Statements
    
    6-10Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    11-20Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    21Item 4.
    
    Controls and Procedures
    
    21PART II: OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    22Item 1A.
    
    Risk Factors
    
    22Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    22Item 3.
    
    Defaults upon Senior Securities
    
    22Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    22Item 5.
    
    Other Information
    
    22Item 6.
    
    Exhibits
    
    22SignaturesEX-31.1:
    
    SECTION 302 CERTIFICATION OF CEOEX-31.2:
    
    SECTION 302 CERTIFICATION OF CFOEX-32.1:
    
    SECTION 906 CERTIFICATION OF CEOEX-32.2:
    
    SECTION 906 CERTIFICATION OF CFOEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
 1




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
 June 17, 2007
    
    
    March 25, 2007ASSETSCurrent assetsCash and cash equivalents
    
    $
    8,405,786
    
    
    $
    9,338,083Accounts receivable, net of allowance for
doubtful accounts of $2,053,857 and
$1,912,911, respectively
    
    
    20,152,827
    
    
    
    17,478,518Inventories
    
    
    2,967,816
    
    
    
    3,216,504Prepaid expenses and deferred charges
    
    
    2,562,658
    
    
    
    4,036,080Deferred tax assets
    
    
    713,612
    
    
    
    724,489Income tax receivable
    
    
    
    
    
    
    549,158Other current assets
    
    
    36,540
    
    
    
    15,100Total current assets
    
    
    34,839,239
    
    
    
    35,357,932Property, equipment and computer software, net
    
    
    24,148,763
    
    
    
    23,940,897Goodwill
    
    
    294,744,541
    
    
    
    291,723,947Deferred financing costs, net
    
    
    11,829,585
    
    
    
    12,300,765Intangible assets, net
    
    
    147,445,183
    
    
    
    144,902,357Other assets
    
    
    340,214
    
    
    
    324,142Total noncurrent assets
    
    
    478,508,286
    
    
    
    473,192,108Total assets
    
    $
    513,347,525
    
    
    $
    508,550,040LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    8,546,961
    
    
    $
    9,392,050Accrued compensation, benefits and related taxes
    
    
    3,645,121
    
    
    
    5,195,397Customer deposits
    
    
    2,065,287
    
    
    
    1,986,128Unearned revenue
    
    
    2,441,491
    
    
    
    2,446,870Accrued interest
    
    
    1,529,354
    
    
    
    6,613,204Other current liabilities
    
    
    1,205,033
    
    
    
    1,344,467Income tax payable
    
    
    862,506
    
    
    
    Current maturities of long-term debt
    
    
    3,114,098
    
    
    
    3,084,182Current maturities of capital lease obligations
    
    
    383,041
    
    
    
    423,925Total current liabilities
    
    
    23,792,892
    
    
    
    30,486,223Long-term debt, less current maturities
    
    
    271,289,268
    
    
    
    258,491,120Capital lease obligations, less current maturities
    
    
    281,990
    
    
    
    325,137Deferred tax liabilities
    
    
    43,255,666
    
    
    
    44,584,535Other long term liabilities
    
    
    230,000
    
    
    
    460,000Total liabilities
    
    
    338,849,816
    
    
    
    334,347,015Commitments and contingencies (Note 7)Stockholders EquityCommon Stock, $0.001 par value; 100 shares
authorized; issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital (including warrants
of $533,583 at June 17, 2007 and March 25, 2007)
    
    
    194,622,402
    
    
    
    194,622,402Accumulated deficit
    
    
    (20,203,372
    )
    
    
    (20,343,174
    )Accumulated other comprehensive income (loss)
    
    
    78,679
    
    
    
    (76,203
    )Total stockholders equity
    
    
    174,497,709
    
    
    
    174,203,025Total liabilities and stockholders equity
    
    $
    513,347,525
    
    
    $
    508,550,040
 See notes to condensed consolidated financial statements.
    
    
    2




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
 Three Periods EndedJune 17, 2007
    
    
    June 18, 2006Sales
    
    $
    53,497,873
    
    
    $
    47,670,365Cost of sales (exclusive of production
depreciation and software amortization expense
shown separately below)
    
    
    35,507,877
    
    
    
    29,665,887Production depreciation and software amortization
    
    
    1,018,005
    
    
    
    2,471,991Gross profit
    
    
    16,971,991
    
    
    
    15,532,487Selling, general and administrative expenses
    
    
    5,954,074
    
    
    
    6,496,446Depreciation and software amortization
    
    
    357,678
    
    
    
    868,538Amortization of intangibles
    
    
    3,710,204
    
    
    
    3,603,832Operating income
    
    
    6,950,035
    
    
    
    4,563,671Other income (expense)Interest and dividend income
    
    
    90,936
    
    
    
    127,616Interest expense
    
    
    (6,840,857
    )
    
    
    (6,505,509
    )Unrealized gain on derivatives
    
    
    
    
    
    
    7,317Other income (expense)
    
    
    11,357
    
    
    
    (9,900
    )Total other expense
    
    
    (6,738,564
    )
    
    
    (6,380,476
    )Income (loss) from continuing operations
before expense (benefit) from income taxes
    
    
    211,471
    
    
    
    (1,816,805
    )Income tax expense (benefit)
    
    
    71,669
    
    
    
    (641,572
    )Net income (loss) from continuing operations
    
    
    139,802
    
    
    
    (1,175,233
    )Discontinued operations (Note 5)Loss from discontinued operations of $45,099
net of applicable income tax benefit of
$18,490
    
    
    
    
    
    
    (26,609
    )Net income (loss)
    
    $
    139,802
    
    
    $
    (1,201,842
    )
 See notes to condensed consolidated financial statements.
    
    
    3




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (UNAUDITED)
 Accumulated OtherCommon Stock
    
    
    Additional Paid-In
    
    
    
    
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Accumulated Deficit
    
    
    income (loss)
    
    
    TotalBalance at March 25,
2007
    
    
    100
    
    
    $
    
    
    
    $
    194,622,402
    
    
    $
    (20,343,174
    )
    
    $
    (76,203
    )
    
    $
    174,203,025Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    139,802
    
    
    
    
    
    
    
    139,802Foreign currency
translations
adjustments, net of
tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154,882
    
    
    
    154,882Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    294,684Balance at June 17, 2007
    
    
    100
    
    
    $
    
    
    
    $
    194,622,402
    
    
    $
    (20,203,372
    )
    
    $
    78,679
    
    
    $
    174,497,709
 See notes to condensed consolidated financial statements.
    
    
    4




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
 Three Periods EndedJune 17, 2007
    
    
    June 18, 2006Cash flows from operating activitiesNet income (loss)
    
    $
    139,802
    
    
    $
    (1,201,842
    )Adjustments to reconcile net income (loss) to net cash used in operating activities:Unrealized gain on derivatives
    
    
    
    
    
    
    (7,317
    )Deferred income taxes
    
    
    (1,317,992
    )
    
    
    (2,303,022
    )Other, net
    
    
    6,510,131
    
    
    
    8,252,180Changes in operating assets and liabilities, net of acquired businesses
    
    
    (7,002,766
    )
    
    
    (7,691,136
    )Net cash used in operating activities
    
    
    (1,670,825
    )
    
    
    (2,951,137
    )Cash flows from investing activitiesPurchase of property, equipment and computer software
    
    
    (1,365,675
    )
    
    
    (1,504,710
    )Payments for businesses acquired, net of cash
    
    
    (9,637,289
    )
    
    
    (3,929,087
    )Net cash used in investing activities
    
    
    (11,002,964
    )
    
    
    (5,433,797
    )Cash flows from financing activitiesNet proceeds from revolver
    
    
    12,000,000
    
    
    
    Payments on term loans
    
    
    (125,000
    )
    
    
    (125,000
    )Capitalization from parent
    
    
    
    
    
    
    82,374Payments on capital leases
    
    
    (133,508
    )
    
    
    (172,669
    )Payment of debt issuance costs
    
    
    
    
    
    
    (18,750
    )Net cash provided by (used in) financing activities
    
    
    11,741,492
    
    
    
    (234,045
    )Net decrease in cash
    
    
    (932,297
    )
    
    
    (8,618,979
    )Cash at beginning of fiscal year
    
    
    9,338,083
    
    
    
    16,418,335Cash at end of period
    
    $
    8,405,786
    
    
    $
    7,799,356Supplemental disclosurePayments for businesses acquired:Fair value of assets acquired
    
    $
    9,506,464
    
    
    $
    3,929,087Less liabilities assumed
    
    
    156,765
    
    
    
    Total purchase price
    
    
    9,349,699
    
    
    
    3,929,087Deferred purchase price
    
    
    287,590
    
    
    
    Cash paid for acquired businesses
    
    $
    9,637,289
    
    
    $
    3,929,087Noncash investing and financing activitiesAssets acquired through capital lease
    
    $
    49,477
    
    
    $
    12,502
 See notes to condensed consolidated financial statements.
    
    
    5




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1.
    
    Organization and Basis of Presentation
 The Real Estate Book (TREB) Apartment Finder, New Home Finder, Mature Living Choices, Unique Homes Magazine, Enclave Magazine,
Blacks Guide, Kansas City Homes and Gardens, Homes and Lifestyles
 2.
    
    Summary of Significant Accounting Policies
 Basis of Presentation
    Recent Accounting Pronouncements
 Accounting for
Uncertainty in Income Taxesan Interpretation of FASB Statement 109
 6




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Fair Value Measurements
 3.
    
    Inventories
  June 17, 2007
    
    
    March 25, 2007Distribution products and marketing aids for resale
    
    $
    572,085
    
    
    $
    608,381Production, paper and ink
    
    
    1,533,673
    
    
    
    1,765,170Work-in-process
    
    
    862,058
    
    
    
    842,953$
    2,967,816
    
    
    $
    3,216,504
 4.
    
    Acquisitions
  Allocation of purchase price
  New England Home
 Relocating in St. Louis
 The Greater Jacksonville Apartment Guide
 7




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
  Fair Value at
    
    
    Weighted-Average(In thousands of dollars)
    
    Purchase Price
    
    
    Amortization PeriodTangible assetsCurrent assets
    
    $
    266Fixed assets
    
    
    56Total tangible assets
    
    
    322Intangible assetsAdvertiser
lists
    
    
    3,828
    
    
    7 yearsDistribution network
    
    
    109
    
    
    10 yearsTrade names
    
    
    1,228
    
    
    5 yearsSubscriber
lists
    
    
    51
    
    
    4 yearsNon-compete
    
    
    1,037
    
    
    5 yearsGoodwill
    
    
    2,932Total intangible assets
    
    
    9,185Liabilities assumed
    
    
    (157
    )Total purchase price
    
    $
    9,350
  Unaudited Pro Forma Results of OperationsThree Periods EndedJune 17, 2007
    
    June 18, 2006(in thousands)Sales
    
    $
    53,689
    
    
    $
    52,108Income (loss) before (expense) benefit from income taxes
    
    
    224
    
    
    
    (2,003
    )Net income (loss)
    
    $
    147
    
    
    $
    (1,322
    )
  5.
    
    Discontinued Operations
 Corporate
Choices Accounting for the Impairment or Disposal of Long-lived Assets Corporate Choices
 6.
    
    Long-term Debt
  8




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 June 17, 2007
    
    
    March 25, 200710 3/4% Senior Notes, due December 1, 2013
    
    $
    175,000,000
    
    
    $
    175,000,000New Senior Term loan
    
    
    49,375,000
    
    
    
    49,500,000Revolver
    
    
    19,000,000
    
    
    
    7,000,000Senior Subordinated Note
    
    
    33,266,523
    
    
    
    32,395,232276,641,523
    
    
    
    263,895,232Less:Unamortized discount on noncurrent Senior
Notes
and Senior Subordinated Note
    
    
    (2,238,157
    )
    
    
    (2,319,930
    )Current maturities
    
    
    (3,114,098
    )
    
    
    (3,084,182
    )Long-term debt, less current maturities
    
    $
    271,289,268
    
    
    $
    258,491,120
 Note 12. Long-term Debt
 7.
    
    Commitments and Contingencies
 Commitments
  Operating Leases
  Employment Agreements
  Other
  8.
    
    Related Party Transactions
  9




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
   9.
    
    Subsequent Events
  10




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 PART I   FINANCIAL INFORMATION
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Statement Regarding Forward-Looking Information
  Overview of Operations
    The Real Estate Book (TREB) Apartment Finder Blacks Guide Kansas City Homes & Gardens Atlanta Homes & Lifestyles Colorado Homes &
Lifestyles Mountain Living
 11




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LivingChoices.com
    
    
    advertising volume;
    
    expansion into other local real estate markets;
    
    strong brand recognition; and
    
    per unit cost to produce our publications.
 Business Trends
  
    
    Sales volume of existing homes and months of supply of unsold homes Indicators for
the resale and new home market show that the market remains slow with the inventory of
unsold homes increasing to 8.9 months in May 2007. May 2007 sales of existing homes fell to
a 6.0 million annual sales rate from an annual rate of 6.7 million in May 2006. The median
price of an existing home sold in May 2007 was down 2.1% compared to May of the prior year.
Consistent with the real estate market sales, our business in The Real Estate Bookhas slowed
as revenue in the first quarter was down compared to the prior year. This decline follows flat
year-over-year growth in our fourth quarter of fiscal 2007 and growth rates of 8.5%, 14.3%
and 17.9% that we posted in the third, second and first quarters of fiscal 2007,
respectively.
    
    The market tightness index The market tightness index in April 2007 stood at 56, a
decrease from an index of 83 in April 2006. A reading above 50 indicates that markets are
experiencing higher occupancy rates and higher rental rates. Overall, market conditions in
the multi-family industry remain positive as 77% of market participants surveyed in April
2007 reported either lower vacancies and higher rents or the same condition as January
2007.
    
    Interest rates and the growth in consumer debt The interest rate environment remains
favorable for consumers financing home improvement projects, however, recent developments
in the subprime mortgage market are impacting the availability of credit as lenders tighten
standards for mortgages and home equity lines of credit. Our home design and improvement
magazines currently operate within sixteen regional markets in the United States and have
continued to experience growth in overall advertising pages.
 12




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Revenue
 Accounting for Revenue Arrangements with
Multiple Deliverables, Revenue Recognition
 Costs
   Depreciation and Amortization
   Interest Income and Interest Expense
  13




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Income Tax Expense
  Results of Operations
 TREB New Home Finder Unique Homes Enclave Apartment Finder Mature Living Choices Blacks Guide
 Three Periods EndedJune 17, 2007
    
    
    June 18, 2006Amount
    
    
    %
    
    
    Amount
    
    
    %Resale and new sales
    
    $
    28,332
    
    
    
    53.0
    %
    
    $
    29,054
    
    
    
    61.0
    %Rental and leasing
    
    
    16,921
    
    
    
    31.6
    %
    
    
    12,929
    
    
    
    27.1
    %Remodeling and home improvement
    
    
    8,245
    
    
    
    15.4
    %
    
    
    5,687
    
    
    
    11.9
    %Total revenue
    
    
    53,498
    
    
    
    100.0
    %
    
    
    47,670
    
    
    
    100.0
    %Cost and expenses:Operating (including
production depreciation and
software amortization)
    
    
    36,526
    
    
    
    68.3
    %
    
    
    32,138
    
    
    
    67.4
    %Selling, general and
administrative (including
non-production depreciation
and software amortization)
    
    
    6,312
    
    
    
    11.8
    %
    
    
    7,365
    
    
    
    15.4
    %Amortization of intangibles
    
    
    3,710
    
    
    
    6.9
    %
    
    
    3,604
    
    
    
    7.6
    %Operating
income
    
    $
    6,950
    
    
    
    13.0
    %
    
    $
    4,563
    
    
    
    9.6
    %
 Three Periods Ended June 17, 2007 Compared to Three Periods Ended June 18, 2006
 Revenue.
 TREB TREB TREB Unique Homes
 14




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Apartment Finder Blacks Guide
 Kansas City Homes & Gardens, Accent Home & Garden, At Home In
Arkansas, Relocating in Las Vegas, New England Home, Relocating in St. Louis, Homes & Lifestyles
 Cost of sales
 Production depreciation and software amortization expense.
 Selling, general and administrative expenses (SG&A)
 Non-production depreciation and software amortization expense.
 Amortization of intangibles
 15




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Net interest expense
 Net income
 Liquidity and Capital Resources
  Cash
  Three periods
    
    
    Three periodsEnded
    
    
    EndedJune 17, 2007
    
    
    June 18, 2006(in thousands)Net cash used in operating activities
    
    $
    (1,671
    )
    
    $
    (2,951
    )Net cash used in investing activities
    
    
    (11,003
    )
    
    
    (5,434
    )Net cash
provided by (used in) financing
activities
    
    
    11,742
    
    
    
    (234
    )Net decrease in cash & cash equivalents
    
    
    (932
    )
    
    
    (8,619
    )Cash at beginning of fiscal year
    
    
    9,338
    
    
    
    16,418Cash at end of period
    
    $
    8,406
    
    
    $
    7,799
    Commitments
  Refinancing
  16




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New senior credit facility
       17




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Critical Accounting Policies and Estimates
  Principles of Consolidation and Fiscal Year End
  Revenue Recognition and Unearned Revenue
 Accounting for Revenue Arrangements with
Multiple Deliverables, Revenue
Recognition .
 Print
  Online
  Unearned revenue
  18




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Trade Accounts Receivable
    Goodwill
 Goodwill and
Other Intangible Assets
  Impairment of Long Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived
Assets Corporate Choices
 Intangible Assets
  Recent Accounting Pronouncements
 Accounting for
Uncertainty in Income Taxesan Interpretation of FASB Statement 109
 Fair Value Measurements
 19




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Off-Balance Sheet Arrangements
  Contractual Obligations
 Managements Discussion and Analysis of
Financial Condition and Results of Operations  Liquidity and Capital Resources  Contractual
Obligations
 20




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 PART I   FINANCIAL INFORMATION
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Quantitative
and Qualitative Disclosures About Market Risk
 
 Item 4. Controls and Procedures
  21




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NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 
 PART II   OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Item 1A.  Fisk Factors
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  Number
    
    Title31.1
    
    Certification of the Chairman and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Senior Vice President and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    Certification of Chairman and Chief Executive Officer pursuant
to Title 18 of the United States Code Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
    
    Certification of Senior Vice President and Chief Financial
Officer pursuant to Title 18 of the United States Code Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 
 *
    
    This exhibit is hereby furnished to the SEC as an accompanying document and is not to be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934. 22




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##### Table of Contents



SIGNATURE
 Network Communications, Inc.Date:  July 24, 2007
    By:
    /s/  Daniel R. McCarthyChairman and Chief Executive Officer(Principal Executive Officer)Date:  July 24, 2007
    By:
    /s/  Gerard P. ParkerSenior Vice President and Chief Financial Officer(Principal Financial Officer)




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##### Table of Contents



NETWORK COMMUNICATIONS, INC. AND SUBSIDIARIES
 PART II   OTHER INFORMATION
 Exhibit Index  (Exhibits Physically Filed Herewith)
 Number
    
    Title31.1
    
    Certification of the Chairman and Chief
Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Senior Vice
President and Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chairman and Chief
Executive Officer pursuant to Title 18
of the United States Code Section 1350,
as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Senior Vice President
and Chief Financial Officer pursuant to
Title 18 of the United States Code
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002