þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 94-2573850 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
September 30,
December 31,
2010
2009
$
7,229
$
89,003
3,999
12,862
9,717
19,263
15,038
7,308
6,018
5,456
3,499
2,448
55,617
126,223
30,942
21,251
70,411
6,470
54,705
1,943
9,065
1,788
1,393
$
213,463
$
166,345
$
4,824
$
5,212
3,977
5,187
1,900
5,513
260
234
758
6,151
5,440
7,227
17,159
29,524
73,551
6,637
6,527
458
2,360
2,360
2,104
1,484
29
29
108,050
112,426
34
3,115
13,961
111,194
126,450
$
213,463
$
166,345
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Three months ended
Nine months ended
September 30,
September 30,
2010
2009
2010
2009
$
28,225
$
56,152
$
81,630
$
97,685
12,807
17,670
37,678
36,169
1,118
12,807
17,670
38,796
36,169
6,148
3,157
18,772
9,003
5,797
6,400
18,068
16,538
4,759
4,325
13,792
12,125
1,624
3,743
324
345
972
1,040
115
2,181
2,038
31,574
31,897
96,324
76,913
(3,349
)
24,255
(14,694
)
20,772
15
53
195
299
(645
)
(148
)
(1,655
)
(459
)
(5
)
(5
)
(630
)
(100
)
(1,460
)
(165
)
(3,979
)
24,155
(16,154
)
20,607
1,882
9,215
(5,309
)
7,831
$
(5,861
)
$
14,940
$
(10,845
)
$
12,776
$
(0.21
)
$
0.50
$
(0.38
)
$
0.42
28,183
29,713
28,362
30,151
28,183
30,149
28,362
30,547
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Notes to Consolidated Financial Statements (Continued)
(Unaudited)
(in thousands)
$
131,212
27,219
7,799
82
2,110
53,410
(4,172
)
(1,882
)
(17,295
)
63,941
$
131,212
Weighted-average
amortization
period
(in thousands)
Fair value
(years)
$
5,450
8.0
46,570
8.0
1,390
15.0
2,110
N/A
$
55,520
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Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Three months
Nine months
ended
ended
September 30,
September 30,
(in thousands, except per share data)
2010
2009
2010
2009
$
28,225
$
68,207
$
87,335
$
132,412
$
(5,861
)
$
15,178
$
(13,563
)
$
14,062
$
(0.21
)
$
0.51
$
(0.48
)
$
0.47
$
(0.21
)
$
0.50
$
(0.48
)
$
0.46
(1)
Included in the pro forma $0.48 net loss per share for the nine months ended September 30,
2010 is $5.3 million of transaction expenses relating to the acquisition of DHI, which
contributed $0.11 to the pro forma net loss per share.
Three months
Nine months
ended
ended
September 30,
September 30,
2010
2009
2010
2009
28,183
29,713
28,362
30,151
436
396
28,183
30,149
28,362
30,547
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Notes to Consolidated Financial Statements (Continued)
(Unaudited)
September 30,
December 31,
2010
2009
$
8,234
$
5,307
4,991
3,711
6,038
6,020
$
19,263
$
15,038
September 30,
December 31,
2010
2009
$
827
$
4,824
1,234
2,750
257
345
210
29
1,367
824
$
5,440
$
7,227
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Notes to Consolidated Financial Statements (Continued)
(Unaudited)
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Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Three months
Nine months
ended
ended
September 30,
September 30,
2010
2009
2010
2009
$
0.1
$
0.1
$
0.5
$
0.3
0.2
0.1
0.4
0.2
0.1
0.1
0.3
0.2
0.9
0.5
2.7
2.0
(0.2
)
$
1.3
$
0.8
$
3.9
$
2.5
Nine months
ended
September 30,
2010
2009
4.89
4.65
0.52
0.52
2.40
%
1.87
%
15.5
%
15.5
%
0
%
0
%
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Notes to Consolidated Financial Statements (Continued)
(Unaudited)
Nine months
ended
September 30,
2010
2009
11
%
16
%
6
%
14
%
3
%
13
%
6
%
11
%
26
%
54
%
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For the three months
ended September 30,
Increase (Decrease)
2010
2009
$
%
$
16,188
$
47,023
$
(30,835
)
(66
)%
8,717
6,473
2,244
35
%
1,661
619
1,042
168
%
946
1,720
(774
)
(45
)%
713
317
396
125
%
$
28,225
$
56,152
$
(27,927
)
(50
)%
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For the three months
ended September 30,
2010
2009
Increase (Decrease)
As a % of
As a % of
Operating
total
Operating
total
expenses
revenues
expenses
revenues
$
%
$
6,148
22
%
$
3,157
6
%
$
2,991
95
%
5,797
21
%
6,400
11
%
(603
)
(9
)%
4,759
17
%
4,325
8
%
434
10
%
1,624
6
%
1,624
N/A
324
1
%
345
1
%
(21
)
(6
)%
115
1
%
115
N/A
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For the nine months
ended September 30,
Increase (Decrease)
2010
2009
$
%
$
47,478
$
70,918
$
(23,440
)
(33
)%
24,714
18,333
6,381
35
%
4,283
2,449
1,834
75
%
3,400
5,011
(1,611
)
(32
)%
1,755
974
781
80
%
$
81,630
$
97,685
$
(16,055
)
(16
)%
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For the nine months
ended September 30,
2010
2009
As a % of
As a % of
Increase (Decrease)
Operating
total
Operating
Total
expenses
revenues
expenses
revenues
$
%
$
18,772
23
%
$
9,003
9
%
$
9,769
109
%
18,068
22
%
16,538
17
%
1,530
9
%
13,792
17
%
12,125
12
%
1,667
14
%
3,743
5
%
3,743
N/A
972
1
%
1,040
1
%
(68
)
(7
)%
2,181
3
%
2,038
2
%
143
7
%
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21
22
23
24
25
26
27
28
29
30
31
32
seasonal fluctuations in our sales of infectious disease tests, which are generally
highest in fall and winter, thus resulting in generally lower operating results in the
second calendar quarter and higher operating results in the first, third and fourth
calendar quarters;
timing of the onset, length and severity of the cold and flu seasons;
government and media attention focused on influenza and the related potential impact on
humans from novel influenza viruses, such as H1N1 and avian flu;
changes in the level of competition, such as would occur if one of our larger and better
financed competitors introduced a new or lower priced product to compete with one of our
products;
changes in the reimbursement systems or reimbursement amounts that end-users rely upon in
choosing to use our products;
changes in economic conditions in our domestic and international markets, such as
economic downturns, decreased healthcare spending, reduced consumer demand, inflation and
currency fluctuations;
changes in sales levelsbecause a significant portion of our costs are fixed costs,
relatively higher sales would be expected to increase profitability, while relatively
lower sales would not reduce costs by the same proportion, and could cause operating
losses;
lower than anticipated market penetration of our new or more recently introduced products;
significant quantities of our product or that of our competitors in our distributors
inventories or distribution channels; and
changes in distributor buying patterns.
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requiring us to dedicate a substantial portion of our cash flows from operations to payments on our debt;
limiting our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt
obligations and other general corporate requirements;
making us more vulnerable to adverse conditions in the general economy or our industry and to fluctuations in
our operating results, including affecting our ability to comply with and maintain any financial tests and
ratios required under our indebtedness;
limiting our flexibility to engage in certain transactions or to plan for, or react to, changes in our
business and the diagnostics industry;
putting us at a disadvantage compared to competitors that have less relative and/or less restrictive debt; and
subjecting us to additional restrictive financial and other covenants.
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pending litigation may of itself cause our distributors or end-users to reduce purchases of our products;
it may consume a substantial portion of our managerial and financial resources;
its outcome would be uncertain and a court may find any third-party patent claims valid and infringed by
our products (issuing a preliminary or permanent injunction) that would require us to withdraw or recall
such products from the market, redesign such products offered for sale or under development or restrict
employees from performing work in their areas of expertise;
governmental agencies may commence investigations or criminal proceedings against our employees, former
employees and us relating to claims of misappropriation or misuse of another partys proprietary rights;
an adverse outcome could subject us to significant liability in the form of past royalty payments,
penalties, special and punitive damages, the opposing partys attorney fees, and future royalty payments
significantly affecting our future earnings; and
failure to obtain a necessary license (upon commercially reasonable terms, if at all) upon an adverse
outcome could prevent us from selling our current products or other products we may develop.
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compliance with multiple different registration requirements and new and changing registration requirements, our
inability to benefit from registration for our products inasmuch as registrations may be controlled by a distributor,
and the difficulty in transitioning our product registrations,
tariffs or other barriers as we continue to expand into new countries and geographic regions;
exposure to currency exchange fluctuations against the U.S. dollar;
longer payment cycles, generally lower average selling prices and greater difficulty in accounts receivable collection;
reduced protection for, and enforcement of, intellectual property rights;
political and economic instability in some of the regions where we currently sell our products or that we may expand
into in the future;
potentially adverse tax consequences; and
diversion to the U.S. of our products sold into international markets at lower prices.
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approximately 28.5 million of our common shares were
issued of which approximately 28.1 million are generally
tradable in the public markets without restrictions; and
approximately 3.2 million of our common shares were
issuable upon exercise of outstanding stock options under
our various equity incentive plans at a weighted average
exercise price of $12.24.
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Our bylaws require stockholders to give written notice of any proposal
or director nomination to us within a specified period of time prior
to any stockholder meeting and do not permit stockholders to call a
special meeting of the stockholders, unless such stockholders hold at
least 50% of our stock entitled to vote at the meeting.
Under our stockholder rights plan, the acquisition of 15%
or more of our outstanding common shares by any person or
group, unless approved by our Board of Directors, will
trigger the right of our stockholders (other than the
acquiror of 15% or more of our common shares) to acquire
additional common shares, and, in certain cases, the stock
of the potential acquiror, at a 50% discount to market
price, thus increasing the acquisition cost to a potential
acquiror.
Our Board of Directors may approve the issuance, without
further action by the stockholders, of our preferred shares, and to fix the rights and preferences thereof. An
issuance of preferred shares with dividend and liquidation
rights senior to our common shares or convertible into a
large number of our common shares could prevent a
potential acquiror from gaining effective economic or
voting control.
Approximate dollar
Total number
value of shares that
of shares purchased
may yet be
Total number
Average
as part of publicly
purchased
of shares
price paid
announced plans or
under the plans or
Period
purchased
per share
programs
programs(1)
$
$
10,300,000
10,300,000
10,300,000
$
$
10,300,000
(1)
From June 2005 to December 2009 our Board of Directors authorized us to repurchase up
to $100.0 million in shares of our common stock under a stock repurchase program under four
separate authorizations of $25.0 million each. Any shares of common stock repurchased
under this program will no longer be deemed outstanding upon repurchase and will be
returned to the pool of authorized shares. This repurchase program will expire on December
2, 2011 unless extended by our Board of Directors.
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Exhibit
Number
Restated Certificate of Incorporation of Quidel Corporation.
Amended and Restated Bylaws of Quidel Corporation. (Incorporated by
reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K
filed on November 8, 2000.)
Certificate of Designations of Series C Junior Participating Preferred Stock.
Amended and Restated Rights Agreement dated as of December 29, 2006 between
Registrant and American Stock Transfer and Trust Company, as Rights Agent.
(Incorporated by reference to Exhibit 4.1 to the Registrants Current Report
on Form 8-K filed on January 5, 2007.)
Q4 2010 Employee Deferred Compensation Program for Quidel Corporation.
(Incorporated by reference to Exhibit 10.1 to the Registrants Current
Report on Form 8-K filed on September 8, 2010.)
Second Amendment to Credit Agreement, dated as of September 27, 2010, by and
among Quidel Corporation, the financial institutions listed on the signature
pages thereof and Bank of America, N.A., as agent for the lenders, and each
of the guarantors listed on the signature pages thereof. (Incorporated by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on September 29, 2010.)
Certification by Principal Executive Officer of Registrant pursuant to Rules
13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Certification by Principal Financial and Accounting Officer of Registrant
pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Certifications by Principal Executive Officer and Principal Financial and
Accounting Officer of Registrant pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Filed herewith.
(1)
Indicates a management plan or compensatory plan or arrangement.
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33
34
Date: October 29, 2010
QUIDEL CORPORATION
/s/ DOUGLAS C. BRYANT
Douglas C. Bryant
President and Chief Executive Officer
(Principal Executive Officer)
/s/ JOHN M. RADAK
John M. Radak
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
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Exhibit
Number
Restated Certificate of Incorporation of Quidel Corporation.
Amended and Restated Bylaws of Quidel Corporation. (Incorporated by
reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K
filed on November 8, 2000.)
Certificate of Designations of Series C Junior Participating Preferred Stock.
Amended and Restated Rights Agreement dated as of December 29, 2006 between
Registrant and American Stock Transfer and Trust Company, as Rights Agent.
(Incorporated by reference to Exhibit 4.1 to the Registrants Current Report
on Form 8-K filed on January 5, 2007.)
Q4 2010 Employee Deferred Compensation Program for Quidel Corporation.
(Incorporated by reference to Exhibit 10.1 to the Registrants Current
Report on Form 8-K filed on September 8, 2010.)
Second Amendment to Credit Agreement, dated as of September 27, 2010, by and
among Quidel Corporation, the financial institutions listed on the signature
pages thereof and Bank of America, N.A., as agent for the lenders, and each
of the guarantors listed on the signature pages thereof. (Incorporated by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed on September 29, 2010.)
Certification by Principal Executive Officer of Registrant pursuant to Rules
13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
Certification by Principal Financial and Accounting Officer of Registrant
pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Certifications by Principal Executive Officer and Principal Financial and
Accounting Officer of Registrant pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Filed herewith.
(1)
Indicates a management plan or compensatory plan or arrangement.
1. | The name of the Corporation is Quidel Corporation. | |
2. | The address of the Corporations registered office in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, County of Kent, Delaware 19904. The name of its registered agent at such address is National Registered Agents, Inc. | |
3. | The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. | |
4 | The total number of shares of all classes of stock which the Corporation has authority to issue is Fifty-Five Million (55,000,000) shares, consisting of Fifty Million (50,000,000) Common Shares, $0.001 par value (the Common Shares) and Five Million (5,000,000) shares of Preferred Shares, $0.001 par value (the Preferred Shares). |
(a) | The Common Shares shall be divided into two classes, consisting of 47,500,000 shares which shall be designated as Common Stock (referred to below as Voting Common Stock) and 2,500,000 shares designated as Class A Common Stock (referred to herein as Non-Voting Stock). The shares of Common Stock, $0.01 par value, outstanding prior to the effectiveness of the Amendment of the Corporations Certificate of Incorporation filed with the Secretary of State of the State of Delaware on January 31, 1991, shall, after the effectiveness thereof, constitute shares of Voting Common Stock. | ||
All Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges, except as follows: |
(1) | Voting Rights . |
(b) | The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Voting Common Stock or its treasury shares, solely for the purpose of issuance upon the conversion of shares of Non-Voting Stock, such number of shares of such class as are then issuable upon the conversion of all outstanding shares of Non-Voting Stock. | ||
(c) | The issuance of certificates for shares of Voting Common Stock upon conversion of shares of Non-Voting Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Voting Common Stock; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Non-Voting Stock converted. | ||
(d) | As used herein, the following terms shall have the meanings set forth below: |
and Warrant Purchase Agreement dated as of November 2, 1990 by and between Morgan Investment Corporation (MIC) and Quidel Corporation (Quidel), with respect to which the obligations of Quidel were or will be assumed by the Corporation as of the consummation of a merger of Quidel with and into the Corporation, so long as such stockholder shall hold any Common Shares or shares issued upon exchange or conversion of such shares, (b) any Affiliate of MIC or any such Regulated Stockholder that is a transferee of any Common Shares, so long as such Affiliate shall hold, and only with respect to, such Common Shares or shares issued upon exchange or conversion of such Common Shares and (c) any Person to whom MIC or such Regulated Stockholder or any of their Affiliates has transferred such shares, so long as such transferee shall hold, and only with respect to, any shares transferred by MIC or such Stockholder or Affiliates or any shares issued upon exchange or conversion of such shares, but only if such Person (or any Affiliate of such Person) is subject to the provisions of Regulation Y. | |||
(e) | The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in this Certificate of Incorporation, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Shares, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. |
5. | The Corporation is to have perpetual existence. | |
6. | In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation. | |
7. | The number of directors which constitute the whole Board of directors of the Corporation shall be as specified in the Bylaws of the Corporation. | |
8. | Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of Directors or in the Bylaws of the Corporation. | |
9. | To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the Corporation shall not be |
personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article 9, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article 9, shall eliminate or reduce the effect of this Article 9 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 9, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. | ||
10. | Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation. | |
11. | The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. |
/s/ ROBERT J. BUJARSKI | ||||
Name: | Robert J. Bujarski | |||
Title: |
Senior Vice President,
General Counsel and Corporate Secretary |
|||
QUIDEL CORPORATION,
a Delaware corporation |
||||
By: | /s/ ROBJERT J. BUJARSKI | |||
Robert J. Bujarski, | ||||
Senior Vice President, General Counsel and
Corporate Secretary |
1. | I have reviewed this report on Form 10-Q of Quidel Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ DOUGLAS C. BRYANT | ||||
Douglas C. Bryant | ||||
President and Chief Executive Officer
(Principal Executive Officer) |
1. | I have reviewed this report on Form 10-Q of Quidel Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ JOHN M. RADAK | ||||
John M. Radak | ||||
Chief Financial Officer
(Principal Financial Officer and Accounting Officer) |
| the Companys Quarterly Report on Form 10-Q for the period ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | ||
| the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ DOUGLAS C. BRYANT | ||||
Douglas C. Bryant | ||||
President and Chief Executive Officer
(Principal Executive Officer) |
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/s/ JOHN M. RADAK | ||||
John M. Radak | ||||
Chief Financial Officer
(Principal Financial Officer and Accounting Officer) |
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