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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

For the quarterly period ended   February 28, 2005

OR

For the transition period from ________to ________

Commission File Number   0-16130

Registrant's telephone number, including area code   (715) 424-4444

        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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes     X         No          

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2).      Yes                No     X   

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

NORTHLAND CRANBERRIES, INC.

FORM 10-Q INDEX

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See notes to condensed consolidated financial statements.

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NORTHLAND CRANBERRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)

See notes to condensed consolidated financial statements.

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NORTHLAND CRANBERRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(Unaudited)

See notes to condensed consolidated financial statements.

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NORTHLAND CRANBERRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
SIX MONTHS ENDED FEBRUARY 28, 2005
(DOLLARS IN THOUSANDS)
(Unaudited)

See notes to condensed consolidated financial statements.

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NORTHLAND CRANBERRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

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ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISPOSITION OF BRANDED JUICE BUSINESS

On February 22, 2005 we entered into an agreement with Apple & Eve pursuant to which we sold certain assets of our branded juice business, including: (i) certain raw materials, work-in-process and finished goods inventories; (ii) our interest in certain trade rights used or held for use in connection with the business and operation of our branded juice business, including rights related to the Northland trademark, certain trademarks held by our wholly owned subsidiary, NCI Foods, and rights to the Seneca trademark licensed from Seneca Foods Corporation; (iii) our trade accounts receivable related exclusively to the branded juice business; (iv) a list of certain customers of the branded juice business and goodwill associated therewith; and (v) our rights in, to and under certain contracts, purchase orders and sales orders pertaining to the branded juice business. Apple & Eve also assumed selected liabilities associated with the branded juice business. As consideration for the purchased assets, Apple & Eve paid us, subject to a final working capital adjustment, approximately $10.8 million in cash.

We also entered into a Concentrate Purchase and Supply Agreement with Apple & Eve under which (i) during the period February 22, 2005 to February 22, 2006 Apple & Eve can purchase our inventory of cranberry concentrate for an aggregate price equal to approximately $6.7 million and (ii) for the period beginning on October 1, 2005 and ending on the earlier of September 30, 2014 or the termination of our toll processing agreement with Ocean Spray, Apple & Eve has the option in each year to purchase on a monthly basis up to the total amount of cranberry juice concentrate available to us under our toll processing agreement with Ocean Spray at a price that does not exceed the price at which we can sell cranberry juice concentrate to Ocean Spray under the toll processing agreement.

EXERCISE OF OCEAN SPRAY OPTION

On September 23, 2004, we entered into agreements with Ocean Spray pursuant to which: (i) we sold our processing plant, storage facility and certain offices located in Wisconsin Rapids, Wisconsin to Ocean Spray for approximately $28.0 million, subject to certain adjustments and including a $2.5 million escrow; (ii) Ocean Spray paid us a non-refundable (but creditable) $5.0 million cash fee in exchange for the option to purchase up to 14 of our 17 cranberry marshes at prices that aggregate to $47.5 million (before the option fee); (iii) we agreed to, for a period of ten years, deliver all of the cranberries harvested from our currently-owned marshes and our contract growers’ marshes to Ocean Spray, which Ocean Spray will receive, clean, bin, store and process into juice concentrate for a fixed fee; (iv) Ocean Spray agreed to, for a period of ten years, purchase cranberry concentrate not otherwise used by us in our branded products; and (v) we agreed to dismiss with prejudice our antitrust lawsuit against Ocean Spray (the “Ocean Spray Transaction”).

On February 28, 2005, we received notice from Ocean Spray that it had assigned to four of its cranberry producing members its rights to receive title to ten of the fourteen cranberry marshes subject to the option agreement entered into in the Ocean Spray Transaction. Between March 18 and March 22, 2005, we received executed Agricultural Asset Purchase Agreements from JJW Cranberries, LLC, Wayne Gardner d/b/a Dawesville Cranberry Co., James Potter Cranberry Marsh, Inc. and Acorn Acres Cranberry Co., Inc. relating to the purchase of an aggregate of nine marshes. Between March 23 and March 29, 2005, we countersigned those agreements, and those agreements became effective. We expect the aggregate proceeds from the marsh sales that we will receive on closing of all of the marsh sales will total approximately $27.2 million. We intend to use the proceeds from the marsh sales to (i) pay the expenses related to the marsh sales and (ii) repay a portion of our outstanding debt as required by our lenders. We may also distribute a dividend to our shareholders. We expect to consummate the marsh sales in May 2005.

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Upon consummation of the marsh sales, our business will consist primarily of (i) growing cranberries at our remaining eight marshes and delivering those cranberries to Ocean Spray for processing into cranberry juice concentrate pursuant to our toll processing agreement with Ocean Spray; (ii) purchasing cranberries from our 44 contract growers and delivering those cranberries to Ocean Spray for processing into cranberry juice concentrate pursuant to our toll processing agreement with Ocean Spray; (iii) selling cranberry juice concentrate to Apple & Eve pursuant to our supply agreement with Apple & Eve; (iv) selling to Ocean Spray cranberry juice concentrate pursuant to our toll processing agreement with Ocean Spray that we do not otherwise sell to Apple & Eve.

The cranberries we harvested in the fall of 2004 (fiscal 2005) from the nine marshes to be sold to assignees of Ocean Spray accounted for approximately 53% of the total fiscal 2005 harvest from our owned marshes and approximately 27% of the total fiscal 2005 harvest from our owned and contracted marshes on a combined basis. Since the cranberries harvested in the fall of 2004 from the nine marshes to be sold to assignees of Ocean Spray have already been processed and either sold or committed to be sold, the revenues and profits from the sale of those cranberries will be recorded in fiscal 2005. As a result, assuming market prices for cranberry concentrate remain stable, we do not expect our revenues and profits from the sale of cranberry concentrate to materially change in fiscal 2005 as a result of the sale of the nine marshes. However, commencing in fiscal 2006, and assuming aggregate harvest levels remain relatively constant, we expect to harvest approximately 50% fewer cranberries from our owned marshes (approximately 25% fewer cranberries when giving effect to cranberries purchased from our contract growers) than we did in fiscal 2005. Assuming market prices for cranberry concentrate remain stable, we believe this reduction in cranberries harvested will result in a reduction in revenue from the sale of cranberry concentrate of approximately 25% for fiscal 2006 compared to anticipated fiscal 2005 levels, and a comparable reduction in operating profits.

Consistent with our previously announced exploration of strategic alternatives, we may also continue to seek the sale of our remaining marshes and potentially the assignment of our toll processing agreement with Ocean Spray, supply agreement with Apple & Eve and agreements with our contract growers. We may sell or assign these assets to one or more buyers, from time to time, through one or more transactions. Potential buyers of our assets may include certain affiliates, including potentially members of our management. However, there can be no assurance that we will be able to successfully identify potential buyers for our remaining assets on terms favorable to us or at all.

If we are successful in selling or assigning these remaining assets, we may subsequently liquidate Northland. Upon any such liquidation, we would intend to distribute the cash proceeds received in liquidation to our shareholders, following satisfaction of remaining liabilities and appropriate provision for contingent liabilities, in accordance with Wisconsin law and our articles of incorporation.

CRITICAL ACCOUNTING POLICIES

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (GAAP) in the United States of America requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an on-going basis, we evaluate our estimates, including those related to inventories, long-lived assets and income taxes. We base these estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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Specifically, we believe that the following accounting policies and estimates are most important to the portrayal of our financial condition and operating results and require management’s most difficult judgments:

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, product is delivered, collectibility is reasonably assured and title passes to the customer.

Inventory

We have stated our inventory carrying value at the lower of cost (using the first-in, first-out costing method) or estimated market values, based upon management’s best estimates of future product selling costs for the periods during which the cranberries are grown and the cranberries and cranberry-related products are expected to be sold. The market estimates are dependent upon several factors including, but not limited to, price, product mix, demand, costs and the period of time it takes to sell the inventory.

Recoverability of Long-Lived Assets

We state the value of our long-lived assets (property and equipment) at cost less depreciation and amortization. We periodically evaluate this carrying value. Our estimates of the expected future undiscounted cash flows related to the recoverability of these assets may change from actual cash flows due to, among other things, changes in technology and economic conditions.

Realization of Deferred Tax Assets

We have recorded a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. We considered our recent history of profitable operations adjusting for nonrecurring items, the sale of certain assets to Ocean Spray and projected future operations in reaching our conclusion.

OFF-BALANCE SHEET ARRANGEMENTS

We do not typically engage in off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships with unconsolidated entities or other persons that may have a material current or future effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. We do not materially rely on off-balance sheet arrangements for liquidity, capital resources, market risk support, credit risk support or other benefits.

We have outstanding 100 shares of our Series B Preferred Stock. The Series B Preferred Stock is subject to mandatory redemption upon (i) the consummation of a transaction following which neither Sun Northland, LLC nor its affiliates owns or controls securities possessing at least 10% of the voting power of the Company, or (ii) the distribution of assets to holders of our capital stock upon the sale of substantially all our assets. The redemption price in such a circumstance varies depending upon the number of shares of Series B Preferred Stock then outstanding and the internal rate of return (as defined in our Articles of Incorporation) recognized by Sun Northland, LLC in connection with the event triggering such redemption. We cannot be certain if or when the Series B Preferred Stock may be redeemed, nor can we be certain of the redemption price in the event of such a redemption.

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RESULTS OF OPERATIONS

The Consolidated Financial Statements and related notes have been restated for the three and six months ended February 28, 2005 and February 29, 2004, where applicable to reflect the branded juice business as a discontinued operation (See Note 3).

Total net revenues for the three months ended February 28, 2005 were $7.8 million, an increase of 110.8% from net revenues of $3.7 million in the prior year’s second quarter. This increase was primarily due to an increase in the quantity of cranberry concentrate sold as a result of our toll processing agreement with Ocean Spray. Total net revenues for the six months ended February 28, 2005 were $17.7 million, an increase of 34.1% from net revenues of $13.2 million in the six months ended February 29, 2004. This increase was primarily due to a $3.4 million sale of cranberries to Ocean Spray in connection with the Ocean Spray Transaction, as well as an increase in the quantity of cranberry concentrate sold as a result of our toll processing agreement with Ocean Spray. Commencing in fiscal 2006, we expect revenues from the sale of cranberry concentrate to decline as a result of the sale of nine of our 17 cranberry marshes as described under “Exercise of Ocean Spray Option.”

Cost of sales for the three months ended February 28, 2005 was $5.8 million compared to $2.0 million for the second quarter of fiscal 2004, resulting in gross margins of 25.7% and 46.7% in each respective period. The increase in cost of sales was primarily due to an increase in the quantity of cranberry concentrate sold. The decrease in gross margin percentage was primarily the result of lower selling prices and higher costs for cranberry concentrate over the same period in fiscal 2004.

Cost of sales for the six months ended February 28, 2005 was $11.7 million compared to $7.2 million for the first six months of fiscal 2004, resulting in gross margins of 34.2% and 45.8% in each respective period. The increase in cost of sales was primarily due to an increase in the quantity of cranberry concentrate sold. The decrease in gross margin percentage was primarily the result of lower selling prices for cranberry concentrate and frozen processed cranberries over the same periods in fiscal 2004 and higher costs for cranberry concentrate.

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Selling, general and administrative expenses were $1.2 million, or 15.2% of net revenues, for the three months ended February 28, 2005 compared to $3.0 million, or 80.8% of net revenues, for the second quarter of fiscal 2004. The decrease was primarily the result of a reduction in expenses related to (i) the closure of our former bottling facility in Jackson, Wisconsin, (ii) legal and consulting services and (iii) wages and benefits. Selling, general and administrative expenses were $4.1 million, or 23.1 % of net revenues, for the six months ended February 28, 2005 compared to $5.0 million, or 37.8% of net revenues, for the first six months of fiscal 2004. The decrease was primarily the result of a reduction in expenses related to (i) the closure of our former bottling facility in Jackson, Wisconsin and (ii) legal and consulting services. This reduction in expenses was partially offset by an increase in wages during the first six months of fiscal 2004 as a result of bonuses paid to senior management. We expect to further decrease our selling, general and administrative expenses following the sale of nine or our 17 cranberry marshes as described under “Exercise of Ocean Spray Option.”

As a result of the Ocean Spray Transaction, we recognized a gain of $7.7 million in the six months ended February 28, 2005 (see Note 4).

Other income in the second quarter of fiscal 2004 included a $3.0 million payment received from Cliffstar Corporation (“Cliffstar”) as the result of the settlement of a dispute related to the calculation of earn-out payments due us in connection with the sale of our private label juice business to Cliffstar in fiscal 2000.

Interest expense was $0.9 million for the three months ended February 28, 2005 compared to $0.6 million in the prior year’s second quarter. The increase was due to higher interest rates and additional loan costs incurred as a result of the restructuring of our debt arrangements with Wells Fargo and Ableco in the first quarter of 2005. Interest expense was $1.8 million for the six months ended February 28, 2005 compared to $1.3 million in the first six months of the prior year. The increase in interest expense resulted from increased debt levels during the first quarter, as well as higher interest rates and additional loan costs incurred in connection with the restructuring of our debt arrangements with Wells Fargo and Ableco in the first quarter of 2005.

We incurred a loss of $1.7 million on debt extinguishment during the three months ended February 28, 2005 as we paid down our debt to Wells Fargo and Ableco. This compared to a gain on debt extinguishment of $5.3 million in the second quarter of fiscal 2004 as a result of the payoff of our term note with U.S. Bank National Association (“US Bank”). The gain was the recognition of the future interest payments, as previously established in accordance with SFAS No. 15, “Accounting for Debtors and Creditors for Troubled Debt Restructurings,” from the restructuring of our debt with US Bank in November 2001.

We recognized a gain in the second quarter of fiscal 2005 in the amount of $5.1 million as a result of the sale of our branded juice business to Apple & Eve (see Note 3).

Net income for the three months ended February 28, 2005, was $3.4 million, or $0.03 per diluted share, compared to net income of $6.5 million, or $0.06 per diluted share, for the three months ended February 29, 2004. Net income for the six months ended February 28, 2005, was $7.4 million, or $0.07 per diluted share, compared to net income of $8.9 million, or $0.09 per diluted share, for the six months ended February 29, 2004.

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LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $7.5 million in the first six months of fiscal 2005 compared to $3.2 million in the same period of fiscal 2004. Receivables, prepaid expenses and other current assets increased $1.8 million in the first six months of fiscal 2005 compared to a decrease of $3.9 million for the same period in fiscal 2004. This increase was primarily due to the establishment of $3.0 million in escrow funds in connection with the sale of our branded juice business to Apple & Eve and the Ocean Spray Transaction. This increase was partly offset by a reduction in accounts receivable of $1.2 million. This compared to a decrease in receivables during the same period in fiscal 2004 due primarily to lower sales. Inventories increased $2.6 million in the first six months of fiscal 2005 compared to $10.0 million in the first six months of fiscal 2004. The increase in inventories was less in the first six months of fiscal 2005 primarily due to a larger inventory held by us at the commencement of the fall 2005 cranberry harvest. Accounts payable and accrued liabilities increased by $10.3 million in the first six months of fiscal 2005 compared to an increase of $2.6 million in the first six months of fiscal 2004. Accounts payable assumed by Apple & Eve in connection with its purchase of our branded juice business provided cash of $6.3 million. The increase in accruals was primarily due to the recording of a $5.0 million liability related to the fee Ocean Spray paid us for the option to purchase certain of our cranberry marshes, approximately $3.0 million of which is creditable on a pro rata basis against the purchase price to be paid by Ocean Spray’s assignees in connection with the sale of nine of our cranberry marshes as described under “Exercise of Ocean Spray Option.” Since the $5.0 million option fee paid to us by Ocean Spray is not refundable, we expect to recognize the remaining balance of approximately $2.0 million as income during the third quarter of fiscal 2005.

Working capital was $1.0 million at February 28, 2005 compared to $26.6 million at August 31, 2004. Current assets decreased by $6.8 million and current liabilities increased by $18.7 million. The increase in current liabilities was primarily due to the amendment of our debt obligations with Wells Fargo and Ableco (see Note 6). Our current ratio decreased to 1.0 to 1.0 at February 28, 2005, compared to 3.6 to 1.0 at August 31, 2004.

Net cash provided by investing activities in the first six months of fiscal 2005 was $21.8 million due in part to the $9.7 million in proceeds received from the sale of our branded juice business to Apple & Eve (see Note 3). Net cash provided by investing activities also included $12.1 million from the sale of our receiving, freezing and concentrate-processing plant and an adjacent office in Wisconsin Rapids to Ocean Spray in September 2004. Net cash provided by investing activities in first six months of fiscal 2004 was $2.5 million, which primarily resulted from the $4.0 million received from the sale of equipment at our former bottling facility in Jackson, Wisconsin, as well as the sale of our former facilities located in Bridgeton, New Jersey and Eau Claire, Michigan. Purchases of equipment amounted to $30,000 in the first six months of fiscal 2005 compared to $733,000 in the first six months of fiscal 2004. Also, in the first six months of fiscal 2004, we made a loan of $0.8 million to one of our contract growers (see Note 8).

Our net cash used by financing activities was $30.8 million in the first six months of fiscal 2005 compared to net cash used of $12.1 million in the same period of the prior year. In the first six months of fiscal 2005, we made principal payments on long-term debt and other obligations of $13.9 million as required under our restructured debt agreements compared to $12.2 million in the same period of fiscal 2004. Also, in the first six months of fiscal 2005, we had borrowings of $15.0 million under our term loan facility. We used the proceeds from these borrowings to reduce other long-term debt by $5.0 million during the first quarter of fiscal 2005 and, with proceeds from the Ocean Spray Transaction, to pay a special dividend of $0.33 per share (or an aggregate of $31.9 million) on our class A common stock during the second quarter of fiscal 2005. In both fiscal 2005 and fiscal 2004, monthly principal payments were made on other obligations and additional payments were made as required under our restructured and restated debt agreements.

The following schedule sets forth our contractual obligations as of February 28, 2005 (in thousands):

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Payments Due by Period

As of February 28, 2005, we had $2.5 million of unused borrowing availability under our revolving credit facility with Ableco. We believe we will be able to fund our ongoing operational needs for fiscal 2005 through (i) cash generated from operations and (ii) financing available under our revolving credit facility with Ableco. We do not have any significant capital expenditure commitments and continue to review our capital requirements in an effort to match expenditures with revenues.

As of February 28, 2005, we were in compliance with all of our debt arrangements.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make certain “forward-looking statements” in this Form 10-Q, such as statements about our future plans, goals and other events which have not yet occurred. We intend that these statements will qualify for the safe harbors from liability provided by the Private Securities Litigation Reform Act of 1995. You can generally identify these forward-looking statements because we use words such as we “believe,” “anticipate,” “expect” or similar words when we make them. Forward-looking statements include, among others, statements about actions by our competitors, sufficiency of our working capital, potential operational improvements and our efforts to improve profitability, sales strategies, anticipated harvest levels and sales of our cranberry concentrates, potential future strategic transactions and the effects of recent transactions. These forward-looking statements involve risks and uncertainties and the actual results could differ materially from those discussed in the forward-looking statements. These risks and uncertainties include, without limitation, risks associated with (i) the level of cranberry inventory held by industry participants; (ii) agricultural factors affecting our crop and the crop of other North American growers; (iii) our ability to comply with the terms and conditions of, and to satisfy our responsibilities under, our credit facilities and other debt agreements; (iv) our ability to identify, evaluate and successfully execute any strategic alternatives; (v) prevailing market prices for cranberry concentrate; and (vi) factors relating to the sale of our marshes pursuant to the option agreement with Ocean Spray, including diversion of management attention from the operations of the business as a result of preparations for the consummation of one or more marsh sales, transaction related expenses that are expected to be incurred in connection with the consummation of one or more marsh sales and a limitation on our ability to implement our current or future business strategies resulting from one or more of the marsh sales not being consummated. You should consider these risks and factors and the impact they may have when you evaluate our forward-looking statements. We make these statements based only on our knowledge and expectations on the date of this Form 10-Q. We disclaim any duty to update these statements or other information in this Form 10-Q based on future events or circumstances. Please read this entire Form 10-Q to better understand our business and the risks associated with our operations. Specifically, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of our current financial condition, including our revised debt structure.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not enter into any material futures, forwards, swaps, options or other derivative financial instruments for trading or other purposes. Our primary exposure to market risk is related to changes in interest rates and the effects those changes may have on our earnings as a result of our long-term financing arrangements. We manage our exposure to this market risk by monitoring interest rates and possible alternative means of financing. Our earnings may be affected by changes in short-term interest rates under our revolving credit facility and certain term loans, pursuant to which our borrowings bear interest at a variable rate, subject to minimum interest rates payable on certain loans. Based upon the debt outstanding under our revolving credit facility and certain term loans as of February 28, 2005, an increase of 1.0% in market interest rates would increase our annual interest expense by approximately $124,000.

ITEM 4.   CONTROLS AND PROCEDURES.

Our Chief Executive Officer and our Vice President – Finance, as of the end of the period covered by this Quarterly Report on Form 10-Q, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and Vice President — Finance concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and Vice President — Finance to allow timely decisions regarding required disclosure.

There have been no changes in our internal controls over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

None.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At our annual meeting of shareholders held on January 28, 2005, the following nine individuals, who constitute our entire board of directors, were elected to serve as directors of the Company to hold office until the next annual meeting of our shareholders and until their successors are duly qualified and elected:

ITEM 6.   EXHIBITS.

Exhibits filed with this Form 10-Q report are incorporated herein by reference to the Exhibit Index accompanying this report.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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