##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 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 March 31, 2010
 Commission File No. 0-21039
 Strayer Education, Inc.
  Maryland
(State or other jurisdiction of incorporation 
or organization)
    
    52-1975978
(I.R.S. Employer
Identification No.)1100 Wilson Blvd., Suite 2500
Arlington, VA
(Address of principal executive offices)
    
    22209
(Zip Code)Registrants telephone
number, including area code: (703) 247-2500
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days. 
Yes þ No o
 Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(check one)
 Large accelerated filer þ
    
    Accelerated filero
    
    Non-accelerated filero
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes o No þ
 As of April 15, 2010, there were outstanding 13,914,137 shares of Common Stock, par value $0.01
per share, of the Registrant.




---



##### 



STRAYER EDUCATION, INC.
INDEX
FORM 10-Q
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsUnaudited Condensed Consolidated Balance Sheets at December 31, 2009 and March 31, 2010
    
    
    3Unaudited Condensed Consolidated Statements of Income for the three months ended March 31, 2009 and 2010
    
    
    4Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2009 and 2010
    
    
    5Unaudited Condensed Consolidated Statements of Stockholders Equity for the three months ended March 31, 2009 and 2010
    
    
    6Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2010
    
    
    7Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 6. Exhibits
    
    
    21SIGNATURES
    
    
    22CERTIFICATIONSEX-31.1EX-31.2EX-32.1EX-32.2
  2




---



##### Table of Contents



STRAYER EDUCATION, INC.


UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 December 31,
    
    
    March 31,2009
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    

    $
    63,958
    
    
    $
    91,266Marketable securities available for sale, at fair
value
    

    
    52,558
    
    
    
    52,716Tuition receivable, net of allowances for doubtful accounts of $6,175 and $7,053 at December
31, 2009 and March 31, 2010, respectively
    

    
    165,142
    
    
    
    180,886Other current assets
    

    
    8,317
    
    
    
    9,724Total current assets
    

    
    289,975
    
    
    
    334,592Property and equipment, net
    

    
    84,675
    
    
    
    90,996Deferred income taxes
    

    
    9,316
    
    
    
    9,705Restricted cash
    

    
    500
    
    
    
    500Other assets
    

    
    1,339
    
    
    
    1,258Total assets
    

    $
    385,805
    
    
    $
    437,051LIABILITIES & STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    

    $
    21,261
    
    
    $
    21,837Accrued expenses
    

    
    7,794
    
    
    
    6,755Income taxes payable
    

    
    5,100
    
    
    
    23,937Unearned tuition
    

    
    149,804
    
    
    
    166,268Other current liabilities
    

    
    281
    
    
    
    281Total current liabilities
    

    
    184,240
    
    
    
    219,078Long-term liabilities
    

    
    11,745
    
    
    
    12,173Total liabilities
    

    
    195,985
    
    
    
    231,251Commitments and contingenciesStockholders equity:Common stock, par value $.01; 20,000,000 shares authorized;
13,957,596 and 13,914,137 shares issued and outstanding
at December 31, 2009 and March 31, 2010, respectively
    

    
    140
    
    
    
    139Additional paid-in capital
    

    
    1,157
    
    
    
    1,626Retained earnings
    

    
    188,218
    
    
    
    203,750Accumulated other comprehensive income
    

    
    305
    
    
    
    285Total stockholders equity
    

    
    189,820
    
    
    
    205,800Total liabilities and stockholders equity
    

    $
    385,805
    
    
    $
    437,051
  3




---



##### Table of Contents



STRAYER EDUCATION, INC.


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
 For the three monthsended March 31,2009
    
    
    2010Revenues
    
    $
    124,478
    
    
    $
    157,901Costs and expenses:Instruction and educational support
    
    
    39,069
    
    
    
    48,977Marketing and admissions
    
    
    19,868
    
    
    
    24,745General and administration
    
    
    17,930
    
    
    
    24,253Income from operations
    
    
    47,611
    
    
    
    59,926Investment and other income
    
    
    491
    
    
    
    244Income before income taxes
    
    
    48,102
    
    
    
    60,170Provision for income taxes
    
    
    19,049
    
    
    
    23,791Net income
    
    $
    29,053
    
    
    $
    36,379Earnings per share:Basic
    
    $
    2.09
    
    
    $
    2.68Diluted
    
    $
    2.07
    
    
    $
    2.65Weighted average shares outstanding:Basic
    
    
    13,875
    
    
    
    13,596Diluted
    
    
    14,002
    
    
    
    13,729
  4




---



##### Table of Contents



STRAYER EDUCATION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
(in thousands)
 For the three monthsended March 31,2009
    
    
    2010Net income
    
    $
    29,053
    
    
    $
    36,379Other comprehensive income:Unrealized gains (losses) on investments,
net of taxes
    
    
    206
    
    
    
    (20
    )Comprehensive income
    
    $
    29,259
    
    
    $
    36,359
  5




---



##### Table of Contents



STRAYER EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF 
STOCKHOLDERS EQUITY
(in thousands, except share data)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at December 31, 2008
    
    
    14,089,189
    
    
    $
    141
    
    
    $
    17,185
    
    
    $
    158,834
    
    
    $
    (79
    )
    
    $
    176,081Exercise of stock options
    
    
    20,000
    
    
    
    
    
    
    
    1,691
    
    
    
    
    
    
    
    
    
    
    
    1,691Excess tax benefit from exercise of stock
options and vesting of restricted shares
    
    
    
    
    
    
    
    
    
    
    1,471
    
    
    
    
    
    
    
    
    
    
    
    1,471Repurchase of common stock
    
    
    (348,085
    )
    
    
    (3
    )
    
    
    (22,713
    )
    
    
    (37,352
    )
    
    
    
    
    
    
    (60,068
    )Restricted stock grants, net of forfeitures
    
    
    252,833
    
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    2,368
    
    
    
    
    
    
    
    
    
    
    
    2,368Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,120
    )
    
    
    
    
    
    
    (7,120
    )Change in net unrealized gains (losses) on
marketable securities, net of income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    206
    
    
    
    206Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,053
    
    
    
    
    
    
    
    29,053Balance at March 31, 2009
    
    
    14,013,937
    
    
    $
    140
    
    
    $
    
    
    
    $
    143,415
    
    
    $
    127
    
    
    $
    143,682
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance at December 31, 2009
    
    
    13,957,596
    
    
    $
    140
    
    
    $
    1,157
    
    
    $
    188,218
    
    
    $
    305
    
    
    $
    189,820Exercise of stock options
    
    
    6,667
    
    
    
    
    
    
    
    452
    
    
    
    
    
    
    
    
    
    
    
    452Excess tax benefit from exercise of stock
options and vesting of restricted shares
    
    
    
    
    
    
    
    
    
    
    1,581
    
    
    
    
    
    
    
    
    
    
    
    1,581Repurchase of common stock
    
    
    (66,900
    )
    
    
    (1
    )
    
    
    (4,623
    )
    
    
    (10,377
    )
    
    
    
    
    
    
    (15,001
    )Restricted stock grants, net of forfeitures
    
    
    16,774
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    3,059
    
    
    
    
    
    
    
    
    
    
    
    3,059Common stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,470
    )
    
    
    
    
    
    
    (10,470
    )Change in net unrealized gains (losses) on
marketable securities, net of income tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )
    
    
    (20
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,379
    
    
    
    
    
    
    
    36,379Balance at March 31, 2010
    
    
    13,914,137
    
    
    $
    139
    
    
    $
    1,626
    
    
    $
    203,750
    
    
    $
    285
    
    
    $
    205,800
  6




---



##### Table of Contents



STRAYER EDUCATION, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 For the three months ended March 31,2009
    
    
    2010Cash flows from operating activities:Net income
    
    $
    29,053
    
    
    $
    36,379Adjustments to reconcile net income to net cash provided by
operating activities:Amortization of gain on sale of
assets
    
    
    (71
    )
    
    
    (70
    )Amortization of deferred rent
    
    
    (93
    )
    
    
    (105
    )Depreciation and
amortization
    
    
    3,200
    
    
    
    4,198Deferred income taxes
    
    
    (998
    )
    
    
    (740
    )Stock-based compensation
    
    
    2,368
    
    
    
    3,059Changes in assets and liabilities:Tuition receivable, net
    
    
    (2,827
    )
    
    
    (15,744
    )Other current assets
    
    
    1,017
    
    
    
    (1,043
    )Other assets
    
    
    25
    
    
    
    62Accounts payable
    
    
    (3,864
    )
    
    
    2,246Accrued expenses
    
    
    377
    
    
    
    (1,039
    )Income taxes
payable/receivable
    
    
    19,893
    
    
    
    20,418Excess tax benefits from stock-based payment
arrangements
    
    
    (1,471
    )
    
    
    (1,581
    )Unearned tuition
    
    
    456
    
    
    
    16,464Deferred lease incentives
    
    
    
    
    
    
    603Net cash provided by operating
activities
    
    
    47,065
    
    
    
    63,107Cash flows from investing activities:Purchases of property and
equipment
    
    
    (6,584
    )
    
    
    (12,170
    )Purchases of marketable
securities
    
    
    (337
    )
    
    
    (191
    )Net cash used in investing
activities
    
    
    (6,921
    )
    
    
    (12,361
    )Cash flows from financing activities:Common dividends paid
    
    
    (7,120
    )
    
    
    (10,470
    )Proceeds from exercise of stock
options
    
    
    1,691
    
    
    
    452Excess tax benefits from stock-based payment
arrangements
    
    
    1,471
    
    
    
    1,581Repurchase of common stock
    
    
    (60,068
    )
    
    
    (15,001
    )Net cash used in financing activities
    
    
    (64,026
    )
    
    
    (23,438
    )Net (decrease) increase in cash and cash equivalents
    
    
    (23,882
    )
    
    
    27,308Cash and cash equivalents  beginning of period
    
    
    56,379
    
    
    
    63,958Cash and cash equivalents  end of
period
    
    $
    32,497
    
    
    $
    91,266Non-cash transactions:Purchases of property and equipment included in accounts
payable
    
    $
    337
    
    
    $
    1,247
  7




---



##### Table of Contents



STRAYER EDUCATION, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Information as of March 31, 2009 and 2010 is unaudited.
 1. Nature of Operations
  2. Significant Accounting Policies
    8




---



##### Table of Contents



3. Earnings Per Share
   For the three monthsended March 31,2009
    
    2010Weighted average shares outstanding used to compute basic earnings per share
    
    
    13,875
    
    
    
    13,596Incremental shares issuable upon the
assumed exercise of stock options
    
    
    57
    
    
    
    41Unvested restricted stock
    
    
    70
    
    
    
    92Shares used to compute diluted earnings per share
    
    
    14,002
    
    
    
    13,729
 4. Credit Facility
  5. Stockholders Equity
 Common stock
  Stock-based compensation
  9




---



##### Table of Contents



Stock-based compensation plans
     Weighted-Number of
    
    
    average grantshares
    
    
    priceBalance, December 31, 2009
    
    
    352,740
    
    
    $
    194.39Grants
    
    
    25,219
    
    
    $
    206.39Vested shares
    
    
    (27,096
    )
    
    $
    105.85Forfeitures
    
    
    (8,445
    )
    
    $
    169.36Balance, March 31, 2010
    
    
    342,418
    
    
    $
    202.79
   10




---



##### Table of Contents



Weighted-Number of
    
    
    Weighted-
    
    
    averageshares
    
    
    average
    
    
    remaining
    
    
    Aggregate intrinsicunderlying
    
    
    exercise
    
    
    contractual life
    
    
    value(1) (inoptions
    
    
    price
    
    
    (yrs.)
    
    
    thousands)Balance, December 31, 2009
    
    
    106,667
    
    
    $
    104.81
    
    
    
    2.0
    
    
    $
    11,489Grants
    
    
    
    
    
    
    Exercises
    
    
    (6,667
    )
    
    $
    67.84Forfeitures
    
    
    
    
    
    
    Balance, March 31, 2010
    
    
    100,000
    
    
    $
    107.28
    
    
    
    1.8
    
    
    $
    13,624Vested, March 31, 2010
    
    
    100,000
    
    
    
    
    
    
    
    1.8
    
    
    $
    13,624Exercisable, March 31, 2010
    
    
    100,000
    
    
    
    
    
    
    
    1.8
    
    
    $
    13,624
 
 (1)
    
    The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value
(the difference between the Companys closing stock price on the respective trading day and
the exercise price, multiplied by the number of in-the-money options) that would have been
received by the option holders had all option holders exercised their options on the
respective trading day. The amount of aggregate intrinsic value will change based on the fair
market value of the Companys common stock.   For the three months endedMarch 31,2009
    
    
    2010Proceeds from stock options exercised
    
    $
    1,691
    
    
    $
    452Excess tax benefits related to share-based
payment arrangements
    
    $
    1,471
    
    
    $
    1,581Intrinsic value of stock options exercised(1)
    
    $
    1,604
    
    
    $
    1,184
 
 (1)
    
    Intrinsic value of stock options exercised is estimated by taking the difference between the
Companys closing stock price on the date of exercise and the exercise price, multiplied by
the number of options exercised for each option holder and then aggregated. 11




---



##### Table of Contents



Valuation and Expense Information Under Stock Compensation Topic ASC 718
  For the three months endedMarch 31,2009
    
    
    2010Instruction and educational support
    
    $
    408
    
    
    $
    603Marketing and admissions
    
    
    37
    
    
    
    48General and administration
    
    
    1,923
    
    
    
    2,408Stock-based compensation expense included in operating expense
    
    
    2,368
    
    
    
    3,059Tax benefit
    
    
    938
    
    
    
    1,209Stock-based compensation expense, net of tax
    
    $
    1,430
    
    
    $
    1,850
  6. Marketable Securities
  12




---



##### Table of Contents



7. Long-Term Liabilities
 Lease Incentives
  Deferred Rent
 ,
 Sale of Campus Building and Deferred Gain
  8. Income Taxes
  9. Recent Accounting Pronouncements
  13




---



##### Table of Contents



The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162
 14




---



##### Table of Contents



ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 Cautionary Notice Regarding Forward Looking Statements
 Certain of the statements included in this Managements Discussion and Analysis of Financial
Condition and Results of Operations as well as elsewhere in this report on Form 10-Q are
forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995
(Reform Act). These statements are based on the Companys current expectations and are subject
to a number of assumptions, risks and uncertainties. In accordance with the safe harbor provisions
of the Reform Act, the Company has identified important factors that could cause the actual results
to differ materially from those expressed in or implied by such statements. The assumptions,
uncertainties and risks include the pace of growth of student enrollment, our continued compliance
with Title IV of the Higher Education Act, and the regulations thereunder, as well as regional
accreditation standards and state regulatory requirements, competitive factors, risks associated
with the opening of new campuses, risks associated with the offering of new educational programs
and adapting to other changes, risks associated with the acquisition of existing educational
institutions, risks relating to the timing of regulatory approvals, our ability to continue to
implement our growth strategy, risks associated with the ability of our students to finance their
education in a timely manner, and general economic and market conditions. Further information
about these and other relevant risks and uncertainties may be found in the Companys annual report
on Form 10-K and its other filings with the Securities and Exchange Commission. The Company
undertakes no obligation to update or revise forward looking statements, except as may be required
by law.
 Additional Information
 We maintain a website at http://www.strayereducation.com . The information on our website is not
incorporated by reference in this Quarterly Report on Form 10-Q and our web address is included as
an inactive textual reference only. We make available, free of charge through our website, our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after we electronically file such material with, or furnish
it to, the SEC.
 Results of Operations
  15




---



##### Table of Contents



Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 Enrollment.
 Revenues
 Instruction and educational support expenses.
 Marketing and admissions expenses.
 General and administration expenses.
 Income from operations.
 Investment and other income.
 16




---



##### Table of Contents



Provision for income taxes.
 Net income.
 Liquidity and Capital Resources
     17




---



##### Table of Contents



Payments due by period (in thousands)Within 1
    
    
    
    
    
    
    
    
    
    After 5Total
    
    Year
    
    2-3 Years
    
    4-5 Years
    
    YearsOperating leases
    
    $
    234,455
    
    
    $
    28,745
    
    
    $
    62,014
    
    
    $
    55,249
    
    
    $
    88,447
 New Campuses
  18




---



##### Table of Contents



ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
   
 ITEM 4: CONTROLS AND PROCEDURES
 a)
    
    Disclosure Controls and Procedures.The Companys Chief Executive Officer and Chief Financial
Officer have evaluated the effectiveness of the Companys disclosure controls and procedures
as of March 31, 2010. Based upon such review, the Chief Executive Officer and Chief Financial
Officer have concluded that the Company has in place, as of March 31, 2010, effective controls
and procedures designed to ensure that information required to be disclosed by the Company
(including consolidated subsidiaries) in the reports it files or submits under the Securities
Exchange Act of 1934, as amended, and the rules thereunder, is recorded, processed, summarized
and reported within the time periods specified in the Commissions rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in reports it files
or submits under the Securities Exchange Act is accumulated and communicated to the Companys
management, including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.b)
    
    Internal Control Over Financial Reporting. There have not been any changes in the Companys
internal control over financial reporting during the quarter ended March 31, 2010 that have
materially affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.
 19




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 (1)
 Total number of
    
    
    Approximate dollarshares purchased
    
    
    value of shares thatTotal number
    
    
    Average
    
    
    as part of publicly
    
    
    may yet be purchasedof shares
    
    
    price paid
    
    
    announced plans
    
    
    under the plans orpurchased
    
    
    per share
    
    
    or programs
    
    
    programs ($ mil)Beginning Balance
(at 12/31/09)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    90.0January
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    90.0February
    
    
    38,808
    
    
    $
    217.63
    
    
    
    38,808
    
    
    $
    81.6March
    
    
    28,092
    
    
    $
    233.36
    
    
    
    28,092
    
    
    $
    75.0Total (at 3/31/10)
    
    
    66,900
    
    
    $
    224.23
    
    
    
    66,900
    
    
    $
    75.0
 
 (1)
    
    The Companys repurchase program was announced on November 3, 2003 for repurchases up to
an
aggregate amount of $15 million in value of common stock through December 31, 2004. The Board
of
Directors amended the program on various dates increasing the amount authorized and extending
the
expiration date. Item 3. Defaults Upon Senior Securities.
  Item 4. [Removed and Reserved]
 Item 5. Other Information.
  20




---



##### Table of Contents



Item 6. Exhibits
 31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities
Act.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Act.32.1
    
    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 2002.32.2
    
    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.
 21




---



##### Table of Contents



SIGNATURES
  STRAYER EDUCATION, INC.By:
    
    /s/ Mark C. Brown
 
  22




---



##### Table of Contents



Exhibit Index
 Exhibit
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Act.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Act.32.1
    
    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 2002.32.2
    
    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.
 23