SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended April 3, 2004
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OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number 0-13470
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NANOMETRICS INCORPORATED
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(Exact name of registrant as specified in its charter)
California 94-2276314
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1550 Buckeye Drive, Milpitas, CA 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 435-9600
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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 of the Act).
YES [ ] NO [X]
As of April 23, 2004, there were 12,240,898 shares of common stock, no par
value, issued and outstanding.
NANOMETRICS INCORPORATED
INDEX
Part I. Financial Information Page
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 2004 and December 31, 2003 ......................... 3
Condensed Consolidated Statements of Operations -
Three months ended March 31, 2004 and 2003 ................... 4
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 2004 and 2003 ................... 5
Notes to Condensed Consolidated Financial Statements ......... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................ 10
Item 3. Quantitative and Qualitative Disclosures
about Market Risk ........................................... 12
Item 4. Controls and Procedures ..................................... 12
Part II. Other Information
Item 1. Legal Proceedings ............................................ 13
Item 2. Changes in Securities and Use of Proceeds .................... 13
Item 3. Defaults Upon Senior Securities ............................. 13
Item 4. Submission of Matters to a Vote of Security Holders .......... 13
Item 5. Other Information ............................................ 13
Item 6. Exhibits and Reports on Form 8-K ............................. 13
Signatures ................................................................ 14
Exhibit Index ............................................................. 15
2
PART I: FINANCIAL INFORMATION
ITEM 1: Financial Statements
NANOMETRICS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share amounts)
(Unaudited)
March 31, December 31,
2004 2003
-------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 24,075 $ 7,949
Short-term investments -- 21,943
Accounts receivable, net of allowances of $584 and $576 19,517 14,522
Inventories 26,279 24,264
Prepaid expenses and other 1,386 1,015
-------- --------
Total current assets 71,257 69,693
PROPERTY, PLANT AND EQUIPMENT, Net 49,909 49,738
INTANGIBLE ASSETS 1,221 1,322
OTHER ASSETS 1,027 987
-------- --------
TOTAL $123,414 $121,740
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,576 $ 2,047
Accrued payroll and related expenses 1,697 1,593
Deferred revenue 3,163 2,345
Other current liabilities 1,402 1,436
Income taxes payable 1,377 1,528
Current portion of debt obligations 1,925 1,157
-------- --------
Total current liabilities 12,140 10,106
DEFERRED INCOME TAXES AND OTHER LONG-TERM LIABILITIES 550 545
DEBT OBLIGATIONS 2,490 2,648
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Total liabilities 15,180 13,299
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SHAREHOLDERS' EQUITY:
Common stock, no par value; 50,000,000 shares
authorized; 12,207,277 and 12,166,016 outstanding 101,484 101,099
Retained earnings 5,796 7,008
Accumulated other comprehensive loss 954 334
-------- --------
Total shareholders' equity 108,234 108,441
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TOTAL $123,414 $121,740
======== ========
See Notes to Condensed Consolidated Financial Statements
3
NANOMETRICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share amounts)
(Unaudited)
Three Months Ended
March 31,
2004 2003
-------- --------
NET REVENUES:
Product sales $ 11,663 $ 7,435
Service 2,008 1,915
-------- --------
Total net revenues 13,671 9,350
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COSTS AND EXPENSES:
Cost of product sales 5,403 3,659
Cost of service 1,611 1,886
Research and development 3,489 3,373
Selling 3,066 2,886
General and administrative 1,295 1,183
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Total costs and expenses 14,864 12,987
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LOSS FROM OPERATIONS (1,193) (3,637)
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OTHER INCOME (EXPENSE):
Interest income 56 94
Interest expense (29) (24)
Other, net (3) 3
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Total other income (expense), net 24 73
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LOSS BEFORE INCOME TAXES (1,169) (3,564)
PROVISION FOR INCOME TAXES 43 6,020
-------- --------
NET LOSS $ (1,212) $ (9,584)
======== ========
NET LOSS PER SHARE:
Basic and diluted $ (0.10) $ (0.80)
======== ========
SHARES USED IN PER SHARE COMPUTATION:
Basic and diluted 12,189 12,007
======== ========
See Notes to Condensed Consolidated Financial Statements.
4
NANOMETRICS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three Months Ended
March 31,
2004 2003
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,212) $ (9,584)
Reconciliation of net loss to net
cash used in operating activities:
Depreciation and amortization 649 815
Deferred income taxes 96 5,978
Changes in assets and liabilities:
Accounts receivable (4,758) (2,643)
Inventories (1,798) 1,344
Prepaid expenses and other (356) (208)
Accounts payable accrued and other current liabilities 1,337 271
Income taxes payable (149) 4
-------- --------
Net cash used in operating activities (6,191) (4,023)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments -- (26,007)
Sales/maturities of short-term investments 21,943 29,000
Purchases of property, plant and equipment (444) (55)
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Net cash provided by investing activities 21,499 2,938
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt obligations 910 349
Repayments of debt obligations (396) (386)
Sale of shares under employee stock option plan 385 --
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Net cash provided by (used in) financing activities 899 (37)
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EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (81) (23)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS 16,126 (1,145)
CASH AND CASH EQUIVALENTS, beginning of period 7,949 7,967
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 24,075 $ 6,822
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 29 $ 24
======== ========
Cash paid for income taxes $ -- $ 41
======== ========
See Notes to Condensed Consolidated Financial Statements.
5
NANOMETRICS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Condensed Consolidated Financial Statements
The condensed consolidated financial statements include the accounts of
Nanometrics Incorporated and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
While the quarterly condensed consolidated financial statements are
unaudited, the financial statements included in this report reflect all
adjustments (consisting only of normal recurring adjustments) which Nanometrics
considers necessary for a fair presentation of the results of operations for the
interim periods covered and of our financial condition at the date of the
interim balance sheet. The operating results for interim periods are not
necessarily indicative of the operating results that may be expected for the
entire year. The information included in this report should be read in
conjunction with the information included in Nanometrics' 2003 Annual Report on
Form 10-K filed with the Securities and Exchange Commission.
Note 2. Significant Accounting Policies
Fiscal Period - Nanometrics' fiscal period ended on the Saturday
closest to month end. For ease of presentation, all periods are presented as if
they ended on month end. All references to the quarter refer to Nanometrics'
fiscal quarter. Our current fiscal quarter ended on April 3, 2004.
Income Taxes - Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes and
operating loss and tax credit carryforwards measured by applying currently
enacted tax laws. A valuation allowance is provided when necessary to reduce
deferred tax assets to an amount that is more likely than not to be realized.
During the quarter ended March 31, 2003, Nanometrics recorded a valuation
allowance of $6,020,000.
Short-Term Investments - Short-term investments consist of United
States Treasury bills and are stated at fair value based on quoted market
prices. Short-term investments are classified as available-for-sale based on
Nanometrics' intended use. The difference between amortized cost and fair value
representing unrealized holding gains or losses are recorded as a component of
shareholders' equity as accumulated other comprehensive loss and was not
significant as of March 31, 2004. Gains and losses on sales of short-term
investments are determined on a specific identification basis.
Note 3. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of the following (in thousands):
March 31, December 31,
2004 2003
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Raw materials and subassemblies $14,195 $15,450
Work in process 5,834 4,506
Finished goods 6,250 4,308
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Total inventories $26,279 $24,264
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6
Note 4. Other Current Liabilities
Other current liabilities consist of the following (in thousands):
March 31, December 31,
2004 2003
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Commission payable $ 32 $ 32
Accrued warranty 495 513
Accrued professional services 143 254
Other 732 637
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Total other current liabilities $1,402 $1,436
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Note 5. Shareholders' Equity
Net Loss Per Share - The reconciliation of the share denominator used
in the basic and diluted net income per share computations are as follows (in
thousands):
Three Months Ended
March 31,
2004 2003
------ ------
Weighted average common shares outstanding-shares
used in basic net loss per share computations 12,189 12,007
Dilutive effect of common stock equivalents,
using the treasury stock method -- --
------ ------
Shares used in diluted net loss per share computation 12,189 12,007
====== ======
At March 31, 2004 and March 31, 2003, respectively, diluted net loss
per share excludes common equivalent shares outstanding of 2,832,000 and
1,359,000, respectively, as their effect is anti-dilutive.
Note 6. Comprehensive Loss
Comprehensive loss, which consisted of net loss and changes in
accumulated other comprehensive loss, was a loss of $592,000 for the three
months ended March 31, 2004 compared to a comprehensive loss of $9,888,000 for
the same period in 2003. Substantially all of the accumulated other
comprehensive loss consists of accumulated translation adjustments for all
periods presented.
Note 7. Warranties
Nanometrics sells the majority of its products with a one-year repair
or replacement warranty and records a provision for estimated claims at the time
of sale. Components of the warranty accrual, which was included in the
accompanying consolidated balance sheets as other current liabilities, was as
follows (in thousands):
Three Months Ended
March 31,
2004 2003
----- -----
Balance as of December 31 $ 513 $ 261
Actual warranty costs (138) (150)
Revision to existing warranty 18 (85)
Provision for warranty (three months ended March 31) 102 335
----- -----
Balance as of March 31 $ 495 $ 361
===== =====
7
Note 8. Stock-Based Compensation
Nanometrics accounts for stock-based compensation using the intrinsic
value method in accordance with the provision of Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, as allowed by
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock
Based Compensation as amended by SFAS No. 148, Accounting for Stock Based
Compensation-Transition and Disclosures, an Amendment of FASB Statement No. 123.
Under the intrinsic value method, Nanometrics does not recognize any
compensation expense, as the exercise price of all stock options is equal to the
fair market value at the time the options are granted. Had compensation expense
been recognized using the fair value-based method under SFAS No. 123,
Nanometrics' pro forma consolidated loss and loss per share would have been as
follows (in thousands, except per share amounts):
Three Months Ended
March 31,
2004 2003
-------- --------
Net loss:
As reported $ (1,212) $ (9,584)
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related income tax effects (854) (4,199)
-------- --------
Pro forma $ (2,066) $(13,783)
======== ========
Basic and diluted net loss per share:
As reported $ (0.10) $ (0.80)
Pro forma $ (0.17) $ (1.15)
Note 9. Intangible Assets
Intangible assets are recorded at cost, less accumulated amortization.
Intangible assets as of March 31, 2004 and December 31, 2003 consist of (in
thousands):
Gross Net
Carrying Accumulated Intangible
March 31, 2004 Amount Amortization Assets
-------------- -------- ------------ ---------
Technology $ 2,290 $ 1,136 $ 1,154
Other 250 183 67
-------- -------- --------
Total $ 2,540 $ 1,319 $ 1,221
======== ======== ========
Gross Net
Carrying Accumulated Intangible
December 31, 2003 Amount Amortization Assets
----------------- -------- ------------ ----------
Technology $ 2,709 $ 1,466 $ 1,243
Other 250 171 79
-------- -------- --------
Total $ 2,959 $ 1,637 $ 1,322
======== ======== ========
Amortization expense for the three-months ended March 31, 2004 and 2003 were
$101,000 and $122,000 respectively.
8
The estimated future amortization expense as of March 31, 2004 is as follows (in
thousands):
Fiscal Years
2004 (remaining nine months) $ 296
2005 285
2006 256
2007 256
2008 128
Thereafter -
-------
Total amortization $ 1,221
=======
9
ITEM 2. Management's Discussion And Analysis Of Financial Condition And
Results Of Operations
This report including the following Management's Discussion and
Analysis of Financial Condition and Results of Operations contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements are based upon current expectations and beliefs that
involve risks and uncertainties, such as our plans, objectives and intentions,
regarding, among other things: (i) customer demand for our products, which may
be affected by several factors including the cyclicality of the semiconductor
and flat panel display industries served by us, patterns of capital spending by
its customers, technological changes in the markets served by us and our
customers, and market acceptance of our products and of our customers' products;
(ii) the timing, cancellation or delay of our customer orders and shipments;
(iii) competition, including competitive pressures on product prices and changes
in pricing by our customers or suppliers; (iv) fluctuations in foreign currency
exchange rates, particularly the Japanese yen; (v) the proportion of sales we
make directly to our customers versus sales through distributors and
representatives; (vi) market acceptance of new and enhanced versions of our
products; (vii) the timing of new product announcements and releases of products
by us or our competitors, including our ability to design, introduce and
manufacture new products on a timely and cost effective basis; (viii) the size
and timing of acquisitions of businesses, products or technologies and
fluctuations in the availability and cost of components and subassemblies of our
products.
In some cases, forward-looking statements can be identified by words
such as "believe," "expect," "anticipate," "plan," "potential," "continue" or
similar expressions. Forward-looking statements also include the assumptions
underlying or relating to any of the foregoing statements. Our actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain risk factors, including those set forth in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Factors That May Affect Future Operating Results" in Nanometrics'
2003 Annual Report on Form 10-K. We believe that it is important to communicate
our expectations to our investors. However, there may be events in the future
that we are not able to predict accurately or over which we have no control. You
should be aware that the occurrence of the events described in such risk factors
and elsewhere in this report could materially and adversely affect our business,
operating results and financial condition.
All forward-looking statements included in this report are based on
information available to us on the date hereof. We undertake no obligation to
update forward-looking statements made in this report to reflect events or
circumstances after the date of this report or to update reasons why actual
results could differ from those anticipated in such forward-looking statements.
Overview
We are a leader in the design, manufacture, marketing and support of
high-performance process control metrology systems used in the manufacture of
semiconductors and flat panel displays. Our systems precisely measure a wide
range of film types deposited on substrates during manufacturing in order to
control manufacturing processes and increase production yields.
Critical Accounting Policies
Income Tax Assets and Liabilities - We account for income taxes based on
Statement of Financial Accounting Standards (SFAS) No. 109 Accounting for Income
Taxes, whereby deferred tax assets and liabilities must be recognized using
enacted tax rates for the effect of temporary differences between the book and
tax accounting for assets and liabilities. Also, deferred tax assets must be
reduced by a valuation allowance if it is more likely than not that a portion of
the deferred tax asset will not be realized in the future. We evaluate the
10
deferred tax assets on a quarterly basis to determine whether or not a valuation
allowance is appropriate. Factors used in this determination include future
expected income and the underlying asset or liability which generated the
temporary tax difference.
Our income tax provision is based on estimates of our effective income tax rate
for the year. The effective tax rate is generally estimated based on the
geographic distribution of profits, the tax rates in different regions and the
availability of tax credits.
Results of Operations
Total net revenues for the first quarter of 2004 were $13,671,000, an
increase of $4,321,000 or 46% from the same quarter in 2003. Product sales of
$11,663,000 for the first quarter of 2004, increased $4,228,000 or 57% compared
to the same period in 2003. Sales of integrated systems increased in the first
quarter of 2004 from their first quarter 2003 levels. The increase in product
sales resulted from stronger demand for semiconductor process control metrology
equipment, particularly in the U.S. and the Far East. This increased demand is
driven in part by the semiconductor industry's continued shift from the
manufacture of 200 millimeter wafers to 300 millimeter wafers, which requires
new products that can handle the larger wafers. Service revenue of $2,008,000
increased $93,000 or 5% in the first quarter of 2004 compared to the same period
in 2003 primarily due to higher sales of parts and services in the U.S. and the
Far East resulting in part from a larger installed base of systems that have
passed their warranty periods.
Cost of product sales as a percentage of product sales decreased to 46%
in the first quarter of 2004 from 49% in the first quarter of 2003 due primarily
to increased product sales volume resulting in lower per unit manufacturing
costs. Cost of service as a percentage of service revenue decreased to 80% in
the first quarter of 2004 from 98% in the first quarter of 2003 primarily as a
result of the mix of services provided to customers which resulted in lower
materials costs in the first quarter of 2004.
Research and development expenses for the first quarter of 2004
increased $116,000 or 3% compared to the same period in 2003 primarily as a
result of higher materials expenses as we continued to invest in the development
of new and enhanced products.
Selling expenses for the first quarter of 2004 increased by $180,000 or
6% compared to the same period in 2003 primarily due to higher travel expenses
and other expenses incurred promoting our products to existing and potential
customers.
General and administrative expenses for the first quarter of 2004
increased by $112,000 or 9% compared to the same period in 2003 primarily as a
result of increased headcount, higher insurance costs and higher information
technology costs.
Total other income, net decreased $49,000 or 67% during the first
quarter of 2004 compared to the same period in 2003 due primarily to lower
interest income as a result of lower interest rates and lower cash and
short-term investments balances.
A provision for income taxes of $6,020,000 was recorded in the first
quarter of 2003, which primarily represents a charge to record a valuation
allowance against deferred income tax assets. This charge was taken primarily as
a result of pretax losses incurred over the past several quarters coupled with
uncertainty about future expected income in the current market environment,
making it not more likely than not that the deferred tax asset will be realized.
As a result of the factors discussed above, our loss from operations
was $1,193,000 and our net loss was $1,212,000 or $0.10 per diluted share in the
first quarter of 2004 compared to a loss from operations of $3,637,000 and a net
loss of $9,584,000 or $0.80 per diluted share in the first quarter of 2003.
11
Liquidity and Capital Resources
At March 31, 2004, our cash, cash equivalents and short-term
investments totaled $24,075,000. At March 31, 2004, we had working capital of
$59,117,000 compared to $59,587,000 at December 31, 2003. The current ratio at
March 31, 2004 was 5.9 to 1. We believe that our working capital, including
cash, cash equivalents and short-term investments will be sufficient to meet our
needs at least through the next twelve months.
Operating activities for the first three months of 2004 used cash of
$6,191,000 primarily from the net loss and higher accounts receivable, which
resulted from increased sales and the timing of shipments and receipts, and
increased inventory needed to support our higher sales. Investing activities
provided $21,499,000 primarily due to sales of short-term investments of
$21,943,000 offset to some extent by capital expenditures of $444,000 used to
continue the process of internalizing our manufacturing capacity in the United
States. Financing activities provided $899,000 primarily due to short term
borrowing of $910,000 in Japan, which was offset to some extent by repayment of
long-term debt in Japan, and by stock issuances from the exercise of stock
options by employees.
We have evaluated and will continue to evaluate the acquisition of
products, technologies or businesses that are complementary to our business.
These activities may result in product and business investments, which may
affect our cash position and working capital balances.
ITEM 3. Quantitative And Qualitative Disclosures About Market Risk
We are exposed to financial market risks, which include changes in
foreign currency exchange rates and interest rates. We do not use derivative
financial instruments. Instead, we actively manage the balances of current
assets and liabilities denominated in foreign currencies to minimize currency
fluctuation risk. As a result, a hypothetical 10% change in the foreign currency
exchange rates at March 31, 2004 would not have had a material impact on our
results of operations. At March 31, 2004, our total debt obligations were
$4,415,000 with a long-term portion of $2,490,000. A hypothetical 10% change in
interest rates at March 31, 2004 would not have had a material impact on our
results of operations.
ITEM 4. Controls And Procedures
We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the periodic reports filed
by us with the Securities and Exchange Commission (the "Commission") is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Commission and that such information is
accumulated and communicated to our management. In designing and evaluating the
disclosure controls and procedures, our management recognized that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
Based on their most recent evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and
procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act
of 1934, as amended) are effective as of the end of the period covered by this
Quarterly Report on Form 10-Q. There were not any significant changes in
internal controls or in other factors that could significantly affect our
internal controls during our last fiscal quarter.
12
NANOMETRICS INCORPORATED
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings
Not applicable.
ITEM 2. Changes in Securities and Use of Proceeds
Not applicable.
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
ITEM 5. Other Information
Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
A. Exhibits.
See Exhibit Index.
B. Reports on Form 8-K.
A current report on Form 8-K was furnished on February 19, 2004 with an
attached press release.
13
NANOMETRICS INCORPORATED
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NANOMETRICS INCORPORATED
(Registrant)
/s/ VINCENT J. COATES
- -----------------------------------
Vincent J. Coates
Chairman of the Board
/s/ JOHN HEATON
- -----------------------------------
John Heaton
Chief Executive Officer
/s/ PAUL B. NOLAN
- -----------------------------------
Paul B. Nolan
Chief Financial Officer
Dated: May 14, 2004
14
Exhibit Index
No. Exhibit Title
- --- -------------
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 and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15