SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2004
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________ to ____________
Commission file number: 001-16133
DELCATH SYSTEMS, INC.
-----------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 06-1245881
------------------------------------ ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1100 Summer Street, 3rd Floor, Stamford, CT 06905
----------------------------------------------------
(Address of Principal Executive Offices)
(203) 323-8668
--------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
N/A
--------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
As of July 30, 2004, there were 11,597,311 shares of the Issuer's common stock,
$0.01 par value, issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes __ No _X_
DELCATH SYSTEMS, INC.
Index
Page No.
--------
Part I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
Balance Sheet - June 30, 2004 3
Statements of Operations for the Three and Six Months Ended 4
June 30, 2004 and 2003 and Cumulative from Inception
(August 5, 1988) to June 30, 2004
Statements of Cash Flows for the Six Months Ended 5
June 30, 2004 and 2003 and Cumulative from Inception
(August 5, 1988) to June 30, 2004
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis or
Plan of Operation 9
Item 3. Controls and Procedures 11
Part II. OTHER INFORMATION
Item 2. Changes in Securities and Small Business Issuer
Purchases of Equity Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures
Delcath Systems, Inc.
(A Development Stage Company)
Balance Sheet
(Unaudited)
June 30, 2004
June 30,
Assets 2004
-------
Current assets:
Cash and cash equivalents $ 1,671,633
Certificate of deposit 3,017,321
Interest receivable 25,651
Prepaid insurance 41,066
-----------
Total current assets 4,755,671
Furniture and fixtures, net 11,291
Due from affiliate 24,000
-----------
Total assets $ 4,790,962
===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 524,400
-----------
Total current liabilities 524,400
-----------
Stockholders' equity
Common stock 115,973
Additional paid-in capital 25,390,964
Deficit accumulated during development stage (21,240,375)
-------------
Total stockholders' equity 4,266,562
-------------
Total liabilities and stockholders'
equity $ 4,790,962
=============
See accompanying notes to condensed financial statements
3
Delcath Systems, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative
From Inception
Three Months Ended Six Months Ended (August 5, 1988)
June 30, June 30, to
2004 2003 2004 2003 June 30, 2004
------------------------ --------------------------- -----------------
Costs and expenses:
General and administrative expenses $ 278,644 $ 184,355 $ 507,288 $ 421,788 $ 6,518,334
Research and development costs 584,334 359,177 1,072,174 660,006 14,081,670
------------------------- ----------------------------- --------------
Total costs and expenses 862,978 543,532 1,579,462 1,081,794 20,600,004
------------------------- ----------------------------- --------------
Operating loss (862,978) (543,532) (1,579,462) (1,081,794) (20,600,004)
Other income (expense):
Interest income 36,353 6,917 43,303 14,538 1,029,707
Interest expense - - - - (171,473)
------------------------- ---------------------------- -------------
Net loss $ (826,625) $ (536,615) $ (1,536,159) $ (1,067,256) $ (19,741,770)
========= ============= ============= ============= =============
Common share data:
Basic and diluted loss
per share $ (0.07) $ (0.09) $ (0.14) $ (0.21)
========= ============= ============== ===========
Weighted average number
of shares of common
stock outstanding 11,520,573 6,141,455 10,663,100 5,135,763
=========== ============= ============== ============
See accompanying notes to condensed financial statements
4
DELCATH SYSTEMS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative
Six Months Ended from inception
June 30, (August 5, 1988)
2004 2003 to June 30, 2004
------------------------------ ---------------
Cash flows from operating activities:
Net loss $ (1,536,159) $ (1,067,256) $(19,741,770)
Adjustments to reconcile net
loss to net cash used in operating activities
Stock option compensation expense - - 2,520,170
Stock and warrant compensation expense
issued for consulting services - - 236,286
Depreciation expense 2,496 2,496 28,662
Amortization of organization costs - - 42,165
Changes in assets and liabilities:
Decrease (increase) in prepaid expenses 6,434 61,001 (41,066)
(Increase) decrease in interest receivable (11,380) 4,445 (25,652)
Due from affiliate - - (24,000)
Increase in accounts
payable and accrued expenses 264,200 247,751 524,399
------------------------------ -------------
Net cash used in operating activities (1,274,409) (751,563) (16,480,806)
------------------------------ -------------
Cash flows from investing activities:
Purchase of furniture and fixtures - (5,029) (39,953)
Purchase of short-term investments (2,000,000) (2,000,000) (6,917,321)
Proceeds from maturities of short-term investments 1,014,575 370,000 3,914,575
Organization costs - - (42,165)
------------------------------ -------------
Net cash used in
investing activities (985,425) (1,635,029) (3,084,864)
------------------------------ -------------
Cash flows from financing activities:
Deferred costs in connection with a proposed
financing transaction - 238,571 -
Net proceeds from sale of stock and
exercise of stock options and warrants 3,617,852 2,750,632 20,082,976
Repurchases of outstanding common stock - - (51,103)
Dividends paid - - (499,535)
Proceeds from short-term borrowings - - 1,704,964
------------------------------ -------------
Net cash provided by
financing activities 3,617,852 2,989,203 21,237,302
------------------------------ -------------
Increase in cash and cash equivalents 1,358,018 602,611 1,671,633
Cash and cash equivalents at beginning of period 313,615 1,063,650 -
------------------------------ -------------
Cash and cash equivalents at end of period $ 1,671,633 $ 1,666,261 $ 1,671,633
============================== =============
Cash paid for interest $ - $ - $ 171,473
============================== =============
Supplemental disclosure of non-cash activities:
Conversion of debt to common stock $ - $ - $ 1,704,964
============================= ===============
Common stock issued for preferred stock dividends $ - $ - $ 999,070
============================== ===============
Conversion of preferred stock to common stock $ - $ - $ 24,167
============================== ===============
Common stock issued as compensation
for stock sale $ - $ - $ 510,000
============================== ===============
See accompanying notes to condensed financial statements
5
Delcath Systems, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
Note 1: Description of Business
Delcath Systems, Inc. (the "Company") is a development stage company which was
founded in 1988 for the purpose of developing and marketing a proprietary drug
delivery system capable of introducing, and removing, high dose chemotherapy
agents to a diseased organ system while greatly inhibiting their entry into the
general circulation system. It is hoped that the procedure will result in a
meaningful treatment for cancer. In November 1989, the Company was granted an
IDE (Investigational Device Exemption) and an IND status (Investigational New
Drug) for its product by the FDA (Food and Drug Administration). The Company is
seeking to complete clinical trials in order to obtain separate FDA premarket
approvals for the use of its delivery system using doxorubicin and melphalan,
chemotherapeutic agents, to treat inoperable tumors in the liver.
Note 2: Basis of Presentation
The accompanying financial statements are unaudited and have been prepared by
the Company in accordance with accounting principles generally accepted in the
United States of America. Certain information and footnote disclosures normally
included in the Company's annual financial statements have been condensed or
omitted. The interim financial statements, in the opinion of management, reflect
all adjustments (consisting of normal recurring accruals) necessary for a fair
statement of the results for the interim periods ended June 30, 2004 and 2003
and cumulative from inception (August 5, 1988) to June 30, 2004.
The results of operations for the interim periods are not necessarily indicative
of the results of operations to be expected for the fiscal year. These interim
financial statements should be read in conjunction with the audited financial
statements and notes thereto for the year ended December 31, 2003, which are
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2003 as filed with the Securities and Exchange Commission.
Note 3: Research and Development Costs
Research and development costs include the costs of materials, personnel,
outside services and applicable indirect costs incurred in development of the
Company's proprietary drug delivery system. All such costs are charged to
expense when incurred.
Note 4: Sale of Common Stock and Warrants
During the six months ended June 30, 2004, the Company received net proceeds of
$233,291 as 266,505 of the 2003 Warrants were exercised along with the 20,265
warrants the Company issued in a private placement in 2002.
In March 2004 the Company completed the sale of 1,197,032 shares of its common
stock and the issuance of warrants to purchase 299,258 common shares at $3.01
per share in a private placement to institutional and accredited investors. The
Company received net proceeds (after accrued registration costs of $47,500) of
$2,672,595 in this transaction and agreed to register the shares of common stock
and the shares issuable upon exercise of the warrants under the Securites Act of
1933.
In April 2004 the Company completed an additional private placement of 290,457
shares of common stock and an aggregate of 72,614 warrants to purchase shares of
its common stock, under the same terms and conditions
6.
as those sold in March 2004 for which it received net proceeds of $646,421. The
Company also received net proceeds of $80,119 upon the exercise of some of the
Representative Unit Purchase Warrants that were issued to underwriters as part
of the 2003 public offering.
The following table sets forth changes in stockholders' equity during the six
months ended June 30, 2004:
Common Stock, $0.01 Par Value
Outstanding Deficit Accumulated
----------------------------- Additional During
No. of shares Amount Paid in Capital Development Stage Total
------------- ------ --------------- ----------------- -----
Balance at December 31, 2003 9,744,632 $97,446 $21,777,065 $(19,704,216) $2,170,295
Sale of common stock and warrants
in March 2004, net of related costs 1,197,032 11,970 2,660,625 2,672,595
Sale of common stock and warrants
in April 2004, net of related costs 290,457 2,905 643,516 646,421
Exercise of 2002 Warrants 20,265 203 26,547 26,750
Exercise of 2003 Warrants 266,505 2,665 203,876 206,541
Exercise of 2003 Representative's Unit 78,420 784 79,335 80,119
Warrants
Net loss for six months ended
June 30, 2004 (1,536,159) (1,536,159)
---------- -------- ----------- ------------ ----------
Balance at June 30, 2004 11,597,311 $115,973 $25,390,964 $(21,240,375) $4,266,562
========== ======== =========== ============= ===========
Note 5: Stock Option Plan
The Company has historically accounted for its employee stock option plans in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations.
As such, compensation expense is recorded on the date of grant only if the
current fair market value of the underlying stock exceeds the exercise price.
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation" permits entities to recognize as expense over the
vesting period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income (loss) and pro
forma earnings (loss) per share disclosures for employee stock option grants as
if the fair-value-based method defined in SFAS No. 123 had been applied. The
Company has elected to continue to apply the provisions of APB Opinion No. 25
and provide the pro forma disclosure required by SFAS No. 123.
7.
Following the methodology of SFAS No. 123 regarding compensation costs based on
the fair value for all employee stock option grants, the net loss and net loss
per share for the three and six months ended June 30, 2004 and 2003 would have
been increased to the pro forma amounts indicated as follows:
Three Months Ended June 30, Six Months Ended June 30,
2004 2003 2004 2003
-------------------------- ------------------------
Net loss, as reported $ (826,625) $ (536,615) $ (1,536,159) $ (1,067,256)
Stock-based employee
compensation expense included
in net loss, net of related
tax effects 0 0 0 0
Stock-based employee
compensation determined under
the fair value based method,
net of related tax effects (25,392) (14,432) (50,783) (31,410)
-------- ---------- ---------- ----------
Pro forma net loss (852,017) (551,047) (1,586,942) (1,098,666)
======== ========== ========== ==========
Loss per share (basic and diluted):
As reported $ (0.07) $ (0.09) $ (0.14) $ (0.21)
Pro forma (0.07) (0.09) (0.15) (0.21)
8.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) Plan of Operation
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements which are subject to certain
risks and uncertainties that can cause actual results to differ materially from
those described. Factors that may cause such differences include, but are not
limited to, uncertainties relating to our ability to successfully complete Phase
III clinical trials and secure regulatory approval of our current or future
drug-delivery system and uncertainties regarding our ability to obtain financial
and other resources for any research, development and commercialization
activities. These factors, and others, are discussed from time to time in our
filings with the Securities and Exchange Commission. You should not place undue
reliance on these forward-looking statements, which speak only as of the date
they are made. We undertake no obligation to publicly update or revise these
forward-looking statements to reflect events or circumstances after the date
they are made.
OVERVIEW
Since our founding in 1988 by a team of physicians, we have been a development
stage company engaged primarily in developing and testing the Delcath system for
the treatment of liver cancer. A substantial portion of our historical expenses
have been for the development of our medical device, the clinical trials of our
product and the vigorous pursuit of patents worldwide, which now total nine. We
expect to continue to incur significant losses from expenditures for product
development, clinical studies, securing patents, regulatory activities,
manufacturing and establishment of a sales and marketing organization without
any significant revenues. Without an FDA-approved product and commercial sales,
we will continue to be dependent upon existing cash and the sale of equity or
debt to fund future activities. While the amount of future net losses and the
time required to reach profitability are uncertain, our ability to generate
significant revenue and become profitable will depend on our success in
commercializing our device.
We have entered into arrangements with the Sydney Melanoma Unit of the
University of Sydney, Sydney Cancer Centre to recruit patients for a Phase III
study of the Delcath drug delivery system using doxorubicin to treat malignant
melanoma that has spread to the liver and these trials have been started. We are
currently treating and recruiting patients and are in discussions with other
sites worldwide.
During 2001, we initiated the clinical trial of the system for isolated liver
perfusion using the chemotherapy agent, melphalan. The Phase I clinical trial at
the National Cancer Institute ("NCI") marked an expansion in the potential
labeled usage beyond doxorubicin, the chemotherapy agent used in our initial
clinical trials. Enrollment of new patients by the NCI in the Phase I trial
using melphalan was completed in 2003 and enrolled patients will continue to be
followed.
NCI and the Company prepared clinical trial protocols for Phase II trials using
melphalan, based on the data collected in the Phase I study. The Phase II
studies are expected to begin during 2004.
Based on recommendations by a panel of leading medical oncologists and surgeons
convened by the Company, the Company has drafted a Phase I protocol to treat
non-operable colorectal cancer in the liver with a high-dose hepatic infusion of
melphalan combined with systemic administration of a conventional dose of
irinotecan. This protocol, which is being reviewed by several major hospitals,
will be the first time high-dose targeted therapy is combined with a lower dose
of a systemic therapy. The trial is expected to start in 2005.
Over the next 12 months, we expect to continue to incur substantial expenses
related to the research and development of our technology, including Phase III
clinical trials using doxorubicin with the Delcath system and Phase I and II
clinical trials using melphalan with the Delcath system. Additional funds, when
and if
9.
available, will be committed to pre-clinical and clinical trials for the use of
other chemotherapy agents with the Delcath system for the treatment of liver
cancer, and the development of additional products and components. We will also
continue efforts to qualify additional sources of the key components of our
device in an effort to further reduce manufacturing costs and minimize
dependency on a single source of supply.
Liquidity and Capital Resources
We believe that our available funds will be sufficient to meet our anticipated
needs for working capital and capital expenditures at least through 2004. The
Company is not projecting any capital expenditures that will significantly
affect the Company's liquidity during the next 12 months. The Company has
recently hired two additional employees to assist with regulatory affairs and
product development.
Our future liquidity and capital requirements will depend on numerous factors,
including the progress of our research and product development programs,
including clinical studies; the timing and costs of making various United States
and foreign regulatory filings, obtaining approvals and complying with
regulations; the timing and effectiveness of product commercialization
activities, including marketing arrangements overseas; the timing and costs
involved in preparing, filing, prosecuting, defending and enforcing intellectual
property rights; and the effect of competing technological and market
developments.
The Company's future results are subject to substantial risks and uncertainties.
We have operated at a loss for our entire history and we may never achieve
consistent profitability. We expect to require additional working capital in the
future and such working capital may not be available on acceptable terms, if at
all. In addition, we may need additional capital in the future to fully
implement our business strategy.
During the six months ended June 30, 2004, the Company had stock issuances
together with exercises of previously issued warrants. Please see Note 4 to the
June 30, 2004 Condensed Financial Statements included in Part I of this filing
and incorporated herein by reference for a complete description of such
issuances together with receipt of proceeds. We plan to use the net proceeds to
fund, in part, the Phase III clinical trial using doxorubicin and the Phase II
clinical trial at NCI using melphalan.
10.
Application of Critical Accounting Policies
The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Certain accounting policies have a significant impact on amounts reported in the
financial statements. A summary of those significant accounting policies can be
found in Note 1 to the Company's financial statements contained in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003 as filed with
the Securities and Exchange Commission. The Company has not adopted any
significant new accounting policies during the six months ended June 30, 2004.
(b) Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not Applicable.
Item 3. CONTROLS AND PROCEDURES
Based on an evaluation of the Company's disclosure controls and procedures
performed by the Company's Chief Executive Officer and its Chief Financial
Officer as of the end of the period covered by this report, the Company's Chief
Executive Officer and its Chief Financial Officer concluded that the Company's
disclosure controls and procedures have been effective.
As used herein, "disclosure controls and procedures" means controls and other
procedures of the Company that are designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms issued by the Securities and
Exchange Commission. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act is accumulated and communicated to the Company's
management, including its principal executive officer or officers and its
principal financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
Since the date of the evaluation described above, there were no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, and there were no corrective actions with
regard to significant deficiencies and material weaknesses.
PART II
Other Information
Item 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES
(a) Not applicable
(b) Not applicable
(c) On April 1, 2004, the Company sold an aggregate of 290,457 shares of
its Common Stock and an aggregate of 72,614 warrants to purchase shares of its
Common Stock. The sales of these securities were made in transactions exempt
from registration under Rule 506 under the Securites Act of 1933, as amended, to
purchasers each of whom qualified as an "accredited investor" within the meaning
of Rule 501 thereunder. The aggregate offering price for the securities sold was
$700,000. There were no underwriting costs associated with this transaction.
Additionally, a portion of the Representative's Unit Purchase Warrants issued to
11.
underwriters as part of the 2003 public offering of our securities were
exercised in May 2004 and June 2004 by those underwriters. 78,420 shares of the
Company's Common Stock were issued together with a similar number of warrants.
We received proceeds of $80,119 and no underwriting costs were associated with
these transactions.
The warrants issued to the purchasers and to the placement agent for shares
sold in both March 2004 and April 2004 have an exercise price per share of
$3.01, subject to adjustment under certain circumstances and have a term
expiring on March 19, 2009. The Company has filed a Registration Statement on
Form S-3 covering, among other things, the resale of the shares sold in the
offering and of the shares that might be issued upon exercise of the warrants.
Commencing one year after the effective date of the registration statement, the
Company has the right to redeem all or a portion of the warrants if certain
conditions are met, including that the average per share market value of the
Company's Common Stock for the twenty trading days immediately prior to the
notice of redemption has been more than $6.02.
(d) Not applicable
(e) Not applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 15, 2004, the Company held its 2004 Annual Meeting of Stockholders.
At the meeting, the stockholders voted on (i) the election of one Class I
director of the Company to hold office until the Annual Meeting of Stockholders
in 2007 and until his successor is duly elected and qualified; (ii) an amendment
to the Company's certificate of incorporation to increase the authorized number
of shares of Common Stock, par value $0.01 per share, from 35 million to 70
million; and (iii) the approval of the Company's 2004 Stock Incentive Plan.
The stockholders voted 9,109,807 shares in favor of electing Daniel Isdaner
to serve as a Class I director and withheld authority to vote 181,362 shares.
The term of office of each of M. S. Koly and Samuel Herwschkowitz, M.D. as Class
II directors will continue until the Annual Meeting of Stockholders in 2005. The
term of office of each of Mark A. Corigliano and Victor Nevins as Class III
directors will continue until the Annual Meeting of Stockholders in 2006.
On the proposal to approve the amendment of the Company's certificate of
incorporation to increase to 70 million the number of shares of Common Stock,
par value $0.01, that the Company is authorized to issue, 8,887,272 shares were
voted in favor of approval of the amendment, 377,542 shares were voted against
approval of the amendment and 28,365 shares abstained from voting on the
proposal.
On the proposal to approve the Company's 2004 Stock Incentive Plan,
2,781,973 shares were voted in favor of approval, 363,777 shares were voted
against approval and 28,692 shares abstained from voting on the proposal.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
3(i) Amended and Restated Certificate of Incorporation, as amended to June
16, 2004.
10 Delcath Systems, Inc. 2004 Stock Incentive Plan (incorporated by
reference to Exhibit B to the Company's definitive Proxy Statement
dated April 29, 2004).
31.1 Certification by Chief Executive Officer Pursuant to Rule 13a-14.
12.
31.2 Certification by Chief Financial Officer Pursuant to Rule 13a-14.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K.
During the quarter for which this Quarterly Report on Form 10-KSB is filed,
the Company did not file any reports on Form 8-K.
13.
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
DELCATH SYSTEMS, Inc.
(Registrant)
August 12, 2004 /s/ PAUL M. FEINSTEIN
--------------------------
Paul M. Feinstein
Chief Financial Officer (on behalf
of the registrant and as the
principal financial and accounting
officer of the registrant)
14.
EXHIBIT INDEX
3(i) Amended and Restated Certificate of Incorporation, as amended to June
16, 2004.
10 Delcath Systems, Inc. 2004 Stock Incentive Plan (incorporated by
reference to Exhibit B to the Company's definitive Proxy Statement
dated April 29, 2004).
31.1 Certification by Chief Executive Officer Pursuant to Rule 13a-14.
31.2 Certification by Chief Financial Officer Pursuant to Rule 13a-14.
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.