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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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 September 30, 2002

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 000-31523

IXIA
(Exact name of registrant as specified in its charter)

26601 West Agoura Road, Calabasas, CA 91302
(Address of principal executive offices, including zip code)

(818) 871-1800
(Registrant’s telephone number, including area code)

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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

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Condensed Consolidated Balance Sheets
(in thousands)

The accompanying notes are an integral part of these consolidated financial statements.

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Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements

September 30, 2002
(unaudited)

1. Business

     Ixia (the “Company”) was incorporated on May 27, 1997 as a California corporation. The Company develops, markets and sells high-speed, distributed, multiport traffic generators and performance analyzers for wire-speed verification of optical networking equipment, LAN, MAN, and WAN multi-layer switches and routers. Our customers include manufacturers of network equipment, Internet and network service providers, communications chip manufacturers and network users.

2. Basis of Presentation

     The accompanying consolidated financial statements as of September 30, 2002 and for the three and nine months ended September 30, 2002 and 2001, are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position, operating results and cash flows for the interim periods presented. The results of operations for the current interim periods presented are not necessarily indicative of results to be expected for the full year ending December 31, 2002 or any other future period.

     These consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

3. Investments

     The Company’s investments as of September 30, 2002 consisted of held-to-maturity U.S. government debt and corporate debt securities. Held-to-maturity securities are carried at amortized cost. Amortization of the purchase discounts and premiums is included in interest income. Realized gains and losses and declines in value judged to be other than temporary are included in results of operations. Realized gains and losses are calculated using the specific identification method and were not material to the Company’s results of operations in any period presented.

     Investments as of September 30, 2002 consisted of the following (in thousands):

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IXIA

Notes to Condensed Consolidated Financial Statements

4. Inventories

     Inventories consist of the following (in thousands):

5. Earnings per Share

     Basic earnings per share is based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is based on the weighted average number of common shares and dilutive potential common shares outstanding during the period.

     The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2002 and 2001 (in thousands, except per share data):

6. Related Party Transactions

     Revenues from a subsidiary of a company in which a director/shareholder of the Company is a director and significant shareholder, and in which two director/shareholders of the Company are directors, totaled $235,000 and $354,000 for the three months ended September 30, 2002 and 2001, respectively, and $1.6 million and $827,000 for the nine months ended September 30, 2002 and 2001, respectively. Related party accounts receivable as of December 31, 2001 was $168,000. As of September 30, 2002, there were no related party accounts receivable and the subsidiary had been sold to an unrelated third party.

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IXIA

Notes to Condensed Consolidated Financial Statements

7. Concentrations

International Revenues:

     Net revenues from international product shipments were $3.2 million and $2.7 million for the three months ended September 30, 2002 and 2001, respectively, and $11.1 million and $9.2 million for the nine months ended September 30, 2002 and 2001, respectively.

Credit Risk:

     Financial instruments which subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short and long term investments and trade accounts receivable. The Company maintains its cash and cash equivalents with reputable financial institutions, and at times, cash balances may be in excess of the FDIC insurance limits. The Company maintains a portfolio of investments in a variety of investment-grade securities, including corporate and U.S. debt securities, and with a variety of issuers. The Company extends differing levels of credit to customers, does not require collateral deposits and maintains reserves for potential credit losses based upon the expected collectibility of accounts receivable. Credit losses to date have been within management’s expectations and have not been significant.

     For the three and nine months periods ended September 30, 2002 and 2001, only one customer comprised more than 10% of net revenues as follows (in thousands, except percentages):

     As of September 30, 2002 and December 31, 2001, the Company had receivable balances from the customer approximating 23% and 18%, respectively, of total accounts receivable.

8. Acquisition

     On February 14, 2002, the Company completed the acquisition of the assets of the ANVL (Automated Network Validation Library) product line from Empirix, Inc. ANVL protocol conformance testing products are used by network equipment manufacturers in the development of networking devices to validate protocol implementation. The results of the ANVL product line have been included in the Company’s consolidated financial statements since the acquisition date. The results of operations of the ANVL product line for all periods presented were not material to the Company and accordingly, proforma results of operations have not been presented.

     The aggregate cash purchase price was $5.2 million. In addition, a contingent cash payment of up to $1.0 million may be paid based upon sales through March 31, 2003 of ANVL products and services. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

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Notes to Condensed Consolidated Financial Statements

     The acquired intangible assets consisted of $3.2 million for unpatented technology and $592,000 for a non-compete covenant. The unpatented technology and the non-compete covenant are being amortized using a straight-line method over their expected useful lives of seven and three years, respectively. Total amortization expense during the three and nine months ended September 30, 2002 totaled $165,000 and $412,000, respectively.

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

     The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors. The results of operations for the three and nine months ended September 30, 2002, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2002, or of any other future period. The following discussion should be read in conjunction with the consolidated financial statements and the notes thereto included in Item 1 of this Quarterly Report and in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, including the “Risk Factors” section and the consolidated financial statements and notes included therein.

OVERVIEW

     We develop, market and sell high-speed, distributed, multiport traffic generators and performance analyzers for wire-speed verification of optical networking equipment, LAN, MAN, and WAN multi-layer switches and routers. Our products allow customers to generate network and Internet protocol traffic and analyze the performance, accuracy and reliability of equipment and systems that they either manufacture for sale to others or purchase for use in their own networks. Our customers include manufacturers of network equipment, Internet and network service providers, communications chip manufacturers and network users.

     Our product offerings include a variety of interface cards, chassis that hold the interface cards and related software products. Our interface cards utilize a variety of interfaces — Packet Over SONET, BERT, Ethernet and USB. The following table sets forth, for the periods indicated, our net revenues by principal product category in dollars and as a percentage of total net revenues:

     Sales to our five largest customers collectively accounted for approximately $8.4 million or 49.9% of our net revenues for the three months ended September 30, 2002 and $6.7 million or 41.2% of our net revenues for the three months ended September 30, 2001. Sales to our five largest customers collectively accounted for approximately $25.0 million or 50.4% of our net revenues for the nine months ended September 30, 2002 and $21.8 million or 36.3% of our net revenues for the nine months ended September 30, 2001. To date, we have sold our systems primarily to network equipment manufacturers. While we expect that we will continue to have some customer concentration for the foreseeable future, we continue to sell our systems to a wide variety of customers and to the extent we develop a broader and more diverse customer base, we anticipate that our reliance on any one customer will diminish.

     Net revenues. Our revenues consist primarily of product and software sales. Our product sales include hardware and software components that are sold as an integrated system. Our software products are primarily installed on and used in conjunction with our hardware products. Our software does not require significant modification or customization, and our sales do not involve any significant future obligations or customer acceptance terms. Accordingly, product revenue from product sales is recognized upon shipment. We warrant the hardware and software components of our products for up to one year after sale. At the time of sale we defer that portion of our revenues that relates to our post-contract support and recognize it ratably over the service period. Revenues from maintenance contracts are deferred and recognized ratably over the term of the contracts.

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     Cost of Revenues. Our cost of revenues consists of materials, payments to third party manufacturers, salaries and related expenses for manufacturing personnel and the warranty cost of hardware to be replaced during the warranty period. We outsource the majority of our manufacturing operations, and we conduct final assembly, supply chain management, quality assurance, documentation control and shipping at our facility. Accordingly, a significant portion of our cost of revenues consists of payments to our contract manufacturers. In addition, cost of revenues includes a non-cash component related to the amortization of deferred stock-based compensation related to manufacturing personnel.

     Gross Margins. Excluding the effects of stock-based compensation, the gross margins of our various interface cards have generally been consistent and have exceeded the gross margins of our chassis. In general, our gross margins are primarily affected by the following factors:

	•		the pricing we are able to obtain from our component suppliers and contract manufacturers;
	•		the mix of our products sold;
	•		new product introductions by us and by our competitors;
	•		production volume;
	•		changes in our pricing policies and those of our competitors;
	•		demand for our products; and
	•		the mix of sales channels through which our products are sold.

     Operating Expenses. We generally recognize our operating expenses as we incur them in three general operational categories: research and development, sales and marketing and general and administrative. Our operating expenses also include a non-cash component related to the amortization of deferred stock-based compensation related to research and development, sales and marketing and general and administrative personnel.

     Research and development expenses consist primarily of salaries and related personnel and consulting costs related to the design, development, testing and enhancements of our systems. We expense our research and development costs as they are incurred. We also capitalize and depreciate over a two-year period some costs of our systems used for internal purposes.

     Sales and marketing expenses consist primarily of salaries, commissions and related expenses for personnel engaged in sales and marketing and customer support functions, as well as costs associated with promotional and other marketing activities.

     General and administrative expenses consist primarily of salaries and related expenses for executive, finance, human resources, information technology and administrative personnel, as well as recruiting and professional fees, insurance costs and other general corporate expenses, including rent.

     Deferred stock-based compensation represents the difference between the deemed fair value of our common stock for accounting purposes and (1) the exercise price of the options and warrants at the date of grant or (2) the purchase price of the restricted stock. At the date of grant deferred stock-based compensation is presented as a reduction of shareholders’ equity, with amortization recorded over the vesting period, which is typically four years. Deferred stock-based compensation at September 30, 2002 decreased from deferred stock-based compensation at June 30, 2002 by $98,000 and from December 31, 2001 by $467,000 as a result of the forfeiture of stock options and changes in the market value of the Company’s common stock that affected certain equity instruments which receive variable accounting treatment. Deferred stock-based compensation at September 30, 2001 decreased from deferred stock-based compensation at June 30, 2001 by $450,000 and from December 31, 2000 by $1.7 million as a result of the forfeiture of stock options and changes in the market value of the Company’s common stock that affected certain equity instruments which receive variable accounting treatment. We amortized to the respective expense categories $1.1 million of deferred stock-based compensation in the three months ended September 30, 2002 and $2.4 million

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in the three months ended September 30, 2001. We amortized to the respective expense categories $4.3 million of deferred stock-based compensation in the nine months ended September 30, 2002 and $10.1 million in the nine months ended September 30, 2001. Based on the unvested options, warrants and stock subject to repurchase as of September 30, 2002, we expect to record additional stock-based compensation expense relating to deferred stock-based compensation approximately as follows: $1.2 million during the remaining three months of 2002, $2.6 million during 2003 and $492,000 during 2004. The amount of deferred stock-based compensation expense to be recorded in future periods could decrease if options and stock subject to repurchase for which unearned compensation has been recorded are forfeited or repurchased. Changes in the market value of the Company’s common stock could also affect future stock-based compensation expense related to equity instruments which receive variable accounting treatment.

RESULTS OF OPERATIONS

     The following table sets forth certain statement of operations data as a percentage of net revenues for the periods indicated:

Comparison of Three and Nine Months Ended September 30, 2002 and 2001

     Net Revenues. In the third quarter of 2002, net revenues increased 4.2% to $16.9 million from the $16.2 million recorded in the third quarter of 2001. This increase was primarily related to the introduction of new product lines and sales to new customers. In the first nine months of 2002, net revenues decreased 17.6% to $49.6 million from the $60.2 million recorded in the first nine months of 2001. This decrease was primarily related to a broad reduction of customer orders across all product lines due to a slowdown in the economy and in spending by data networking and telecommunication companies.

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     Gross Profit. In the third quarter of 2002, gross profit increased 6.9% to $13.4 million from the $12.6 million recorded in the third quarter of 2001. For the first nine months of 2002, gross profit decreased 15.8% to $39.8 million from the $47.3 million recorded in the first nine months of 2001. Excluding stock-based compensation, gross profit as a percentage of net revenues increased in the third quarter of 2002 to 80.2% from 78.7% for the third quarter of 2001. Excluding stock-based compensation, gross profit as a percentage of net revenues increased in the first nine months of 2002 to 80.9% from 79.5% for the first nine months of 2001. This increase in the gross profit percentages was primarily a result of decreasing component costs, and to a lesser extent, to an increase in sales of high margin software products during the first nine months of 2002, as compared to the first nine months of 2001.

     Research and Development Expenses. In the third quarter of 2002, research and development expenses increased 16.8% to $5.2 million from the $4.4 million recorded in the third quarter of 2001. For the first nine months of 2002, research and development expenses increased 5.5% to $15.1 million from the $14.3 million recorded in the first nine months of 2001. Excluding stock-based compensation related to individuals engaged in research and development activities, research and development expenses increased 42.5% to $4.6 million in the three months ended September 30, 2002 from $3.2 million in the three months ended September 30, 2001 and 35.0% to $12.8 million in the nine months ended September 30, 2002 from $9.5 million in the nine months ended September 30, 2001. This increase was primarily a result of higher compensation and related benefit costs due to the addition of engineering personnel through internal hiring and acquisitions and the use of third party consultants.

     Sales and Marketing Expenses. In the third quarter of 2002, sales and marketing expenses increased 13.9% to $5.2 million from the $4.6 million recorded in the third quarter of 2001. For the first nine months of 2002, sales and marketing expenses decreased 1.7% to $15.2 million from the $15.4 million recorded in the first nine months of 2001. Excluding stock-based compensation related to individuals engaged in sales and marketing activities, sales and marketing expenses increased 27.4% to $4.9 million in the three months ended September 30, 2002 from $3.9 million in the three months ended September 30, 2001 and 11.1% to $14.1 million in the nine months ended September 30, 2002 from $12.7 million in the nine months ended September 30, 2001. This increase was primarily due to increased compensation and related benefit costs as a result of increases in the number of direct sales and marketing personnel.

     General and Administrative Expenses. In the third quarter of 2002, general and administrative expenses increased 5.0% to $1.9 million from the $1.8 million recorded in the third quarter of 2001. In the first nine months of 2002, general and administrative expenses decreased 14.4% to $5.8 million from the $6.8 million recorded in the first nine months of 2001. Excluding stock-based compensation related to personnel engaged in general and administrative activities, general and administrative expenses increased 15.2% to $1.8 million in the three months ended September 30, 2002 from $1.5 million in the three months ended September 30, 2001 and 7.4% to $5.3 million in the nine months ended September 30, 2002 from $4.9 million in the nine months ended September 30, 2001. This increase was primarily a result of increases in insurance, property tax, utilities and rent expenses.

     Amortization of Purchased Intangible Assets. Amortization of purchased intangible assets increased to $258,000 for the three months ended September 30, 2002 and to $684,000 for the nine months ended September 30, 2002. There was no amortization of intangible assets in the three or nine months ended September 30, 2001. This increase was a result of acquisition of Caimis Inc. in November 2001 and the acquisition of the assets of the ANVL product line from Empirix, Inc. in February of 2002.

     Interest Income, Net. Net interest income decreased to $692,000 for the three months ended September 30, 2002 from $961,000 for the three months ended September 30, 2001. Net interest income decreased to $2.1 million for the first nine months of 2002 from $3.3 million for the first nine months of 2001. This decrease was primarily the result of a decline in short-term interest rates. We incurred minimal interest expense in the three and nine months ended on each of September 30, 2002 and 2001.

     Income Tax Expense. Income tax expense decreased to $459,000, or an effective rate of 28.5%, for the three months ended September 30, 2002 from $1.1 million, or an effective rate of 39.3%, for the three months ended September 30, 2001. Income tax expense decreased to $1.9 million, or an effective rate of 36.8%, for the nine months ended September 30, 2002 from $7.5 million, or an effective rate of 53.8%, for the nine months ended

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September 30, 2001. The differences between the effective rates and the statutory rates were primarily due to the impact of non-deductible stock-based compensation charges, offset by research and development credits.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $9.2 million in the nine months ended September 30, 2002 and $19.1 million in the nine months ended September 30, 2001. Net cash generated from operations in the nine months ended September 30, 2002 and 2001 was primarily provided by net income adjusted for non-cash expenses and offset by an increase in working capital requirements.

     Cash used in investing activities was $56.0 million in the nine months ended September 30, 2002 and $5.0 million in the nine months ended September 30, 2001. For the nine months ended September 30, 2002, cash used in investing activities consisted of $46.8 million for the net purchases of investment securities, $5.3 million in connection with the acquisition of the assets of the ANVL product line from Empirix, Inc., and $3.9 million for the acquisition of property and equipment. For the nine months ended September 30, 2001, cash used in investing activities consisted exclusively of capital expenditures related to the acquisition of property and equipment.

     Financing activities provided net cash of $969,000 in the nine months ended September 30, 2002 and consisted exclusively of proceeds from the exercise of stock options. Financing activities in the nine months ended September 30, 2001 provided net cash of $1.8 million and consisted of proceeds from related party receivables and the exercise of stock options.

     We believe that our existing balances of cash and cash equivalents, investments and cash flows expected to be generated from our operations will be sufficient to meet our cash needs for working capital and capital expenditures for at least the next 12 months, although we could be required, or could elect, to seek additional funding prior to that time. Our capital requirements will depend on many factors, including the growth rate of our net revenues, our profitability, our capital expenditures, working capital requirements, the timing and extent of spending to support product development efforts and the expansion of our sales, marketing and technical support efforts.

SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

     The statements that are not historical facts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and are subject to the safe harbor created by that Section. Words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks, uncertainties and other factors may cause our actual results, performances or achievements to be materially different from those expressed or implied by our forward-looking statements and include, among other things: the current global economic slowdown in general and decreasing capital availability and investment in the telecommunications and data communications industries in particular, consistency of orders from significant customers, the timing of new product releases, our success in developing and producing new products, market acceptance of our products and competitive pressures including competition for limited source components. Many of these risks and uncertainties are outside of our control and are difficult for us to forecast or mitigate. Factors that may cause our actual results to differ materially from our forward-looking statements include the risks and other factors set forth in the “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity

     The primary objective of our investment activities is to maintain the safety of principal and preserve liquidity while maximizing yields without significantly increasing risk. Some of the securities that we have invested in may be subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. To minimize this risk, we maintain our portfolio of cash equivalents and investments in a variety of securities, including commercial paper, government debt securities, corporate debt securities and money market funds. We do not use any derivatives or similar instruments to manage our interest rate risk. The Company has the positive intent and ability to hold these securities to maturity. Currently, the carrying amount of these securities approximates fair market value. However, the fair market value of these securities is subject to interest rate risk and would decline in value if market interest rates increased. If market interest rates were to increase immediately and uniformly by 10 percent from the levels as of September 30, 2002, the decline in the fair market value of the portfolio would not be material to the Company’s financial position, results of operations or cash flows.

Exchange Rate Sensitivity

     Currently all of our sales and the majority of our expenses are denominated in U.S. dollars and, as a result, we have not experienced significant foreign exchange gains and losses to date. While we conducted some transactions in foreign currencies during the nine months ended September 30, 2002 and expect to continue to do so, we do not anticipate that foreign exchange gains or losses will be significant. We have not engaged in foreign currency hedging to date, but we may do so in the future.

ITEM 4. CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures

     As of a date within 90 days prior to the filing date of this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” as defined in Exchange Act Rule 13a-14. Based upon that evaluation, the Company’s President and Chief Executive Officer and its Chief Financial Officer concluded that the Company’s disclosure controls and procedures are adequate and effective in timely alerting them to material information relating to the Company and its consolidated subsidiaries required to be included in the Company’s periodic SEC filings.

     (b) Changes in Internal Controls

     There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of the evaluation referred to above.

PART II. OTHER INFORMATION

ITEM 5. Other Information

     Our policy governing transactions in our securities by our directors, officers and employees permits such persons to adopt stock trading plans pursuant to Rule 10b5-1 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Errol Ginsberg, our President and Chief Executive Officer, has (through his affiliated family trust) adopted a Rule 10b5-1 stock trading plan and has made and may continue to make periodic sales of our Common Stock under such plan. We anticipate that from time to time in the future other directors, officers and employees of the Company may establish such stock trading plans.

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We do not undertake any obligation to update or revise our disclosure regarding these plans and specifically do not undertake to disclose the amendment, termination or expiration of any such plans, except as may be required by law.

ITEM 6. Exhibits and Reports on Form 8-K

	(a)		Exhibits
			99.1 Certificate of Chief Executive Officer of Ixia pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			99.2 Certificate of Chief Financial Officer of Ixia pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(b)		Reports on Form 8-K.
			Ixia filed a report on Form 8-K on August 13, 2002 with respect to the certifications of its Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed under Item 9 of Form 8-K)

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SIGNATURES

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

IXIA

 

Date:		November 12, 2002		By:		/s/ Errol Ginsberg
						Errol Ginsberg President and Chief Executive Officer

 

Date:		November 12, 2002		By:		/s/ Thomas B. Miller
						Thomas B. Miller Chief Financial Officer

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CERTIFICATIONS

I, Errol Ginsberg, certify that: