##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended October 31, 2009
 o
    
    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: 001-34446
 
 EasyLink Services International Corporation
  Delaware
    
    13-3645702(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)6025 The Corners Parkway, Suite 100Norcross, Georgia
    
    30092(Address of Principal Executive Offices)
    
    (Zip Code)
 (678) 533-8000
 þ o
 Yes
o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated o
    
    Smaller reporting company þ
 Yes o No þ




---



##### 



EASYLINK SERVICES INTERNATIONAL CORPORATION

INDEX TO FORM 10-Q
 PagePART I FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    1Condensed Consolidated Balance Sheets as of October 31, 2009 (Unaudited) and July 31, 2009
    
    
    1Condensed Consolidated Statements of Operations for the three months ended October 31,
2009 and 2008 (Unaudited)
    
    
    2Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2009
and 2008 (Unaudited)
    
    
    3Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    14Item 4T. Controls and Procedures
    
    
    14PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    14Item 1A. Risk Factors
    
    
    15Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    15Item 3. Defaults Upon Senior Securities
    
    
    15Item 4. Submission of Matters to a Vote of Security Holders
    
    
    15Item 5. Other Information
    
    
    15Item 6. Exhibits
    
    
    16Signatures
    
    
    17Exhibit 3(i).1Exhibit 3(i).2Exhibit 3(i).3Exhibit 3(i).4Exhibit 3(i).5Exhibit 3(i).6Exhibit 3(i).7Exhibit 3(i).8Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 Condensed Consolidated Balance Sheets as of October 31, 2009 and July 31, 2009
 October 31,
    
    
    July 31,2009
    
    
    2009(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    14,897,550
    
    
    $
    10,972,365Accounts receivable, net of allowance for doubtful accounts and allowance
for sales returns and allowances of $1,390,368 and $1,461,368, respectively
    
    
    11,972,394
    
    
    
    11,508,674Prepaid expenses and other current assets
    
    
    3,094,638
    
    
    
    3,835,859Total current assets
    
    
    29,964,582
    
    
    
    26,316,898Property and equipment, net of accumulated depreciation of $14,370,326 and
$13,574,865, respectively
    
    
    7,758,561
    
    
    
    8,230,843Goodwill
    
    
    34,800,738
    
    
    
    34,840,654Other intangible assets, net
    
    
    20,099,901
    
    
    
    21,406,880Deferred tax asset, net of valuation allowance and other assets
    
    
    5,537,085
    
    
    
    5,521,428Total assets
    
    $
    98,160,867
    
    
    $
    96,316,703LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,808,880
    
    
    $
    3,044,378Notes payable
    
    
    12,038,208
    
    
    
    9,495,374Accrued expenses
    
    
    7,700,875
    
    
    
    6,644,665Deferred revenue and other current liabilities
    
    
    1,755,801
    
    
    
    1,847,336Total current liabilities
    
    
    24,303,764
    
    
    
    21,031,753Notes payable, long term
    
    
    15,110,405
    
    
    
    17,512,034Other liabilities
    
    
    426,818
    
    
    
    553,762Total liabilities
    
    
    39,840,987
    
    
    
    39,097,549Commitments and contingenciesStockholders Equity:Series C Preferred Stock  par value $.01 per share, 44.76 votes per
share; 5,000 shares issued and 5,000 outstanding (liquidation value of
$5,166,575 at October 2009 and $5,116,164 at July 2009)
    
    
    50
    
    
    
    50Series E Preferred Stock  par value $0.01 per share; 6,577 shares issued
and outstanding in 2009 (liquidation value of $6,876,118 at October 2009
and $6,710,342 at July 2009)
    
    
    66
    
    
    
    66Common stock:Class A  par value $.01 per share, 300,000,000 shares authorized, one vote
per share; 27,274,235 and 27,261,193 shares issued at October 31, 2009 and
July 31, 2009, respectively
    
    
    272,742
    
    
    
    272,612Additional paid-in capital
    
    
    138,527,735
    
    
    
    138,463,290Treasury stock  1,000,000 shares as of October 2009 and July 2009
    
    
    (2,122,288
    )
    
    
    (2,122,288
    )Accumulated other comprehensive loss
    
    
    (4,725,208
    )
    
    
    (4,442,091
    )Accumulated deficit
    
    
    (73,633,217
    )
    
    
    (74,952,485
    )Total stockholders equity
    
    
    58,319,880
    
    
    
    57,219,154Total liabilities and stockholders equity
    
    $
    98,160,867
    
    
    $
    96,316,703
   1




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##### Table of Contents



Condensed Consolidated Statements of Operations for the three months ended October 31, 2009 and

2008 (Unaudited)
 Three Months EndedOctober 31,2009
    
    
    2008Service revenue
    
    $
    20,498,141
    
    
    $
    22,814,946Cost of services
    
    
    6,086,865
    
    
    
    6,719,145Gross profit
    
    
    14,411,276
    
    
    
    16,095,801Operating expenses:Product development and enhancement
    
    
    1,858,874
    
    
    
    2,122,465Selling and marketing
    
    
    3,269,434
    
    
    
    3,565,644General and administrative
    
    
    7,222,582
    
    
    
    9,358,027Operating income
    
    
    2,060,386
    
    
    
    1,049,665Other income (expense):Interest and investment income
    
    
    7,336
    
    
    
    129,575Interest expense
    
    
    (493,832
    )
    
    
    (5,117,229
    )Foreign exchange gain
    
    
    279,950
    
    
    
    Other income
    
    
    54,006
    
    
    
    61,707(152,540
    )
    
    
    (4,925,947
    )Income (loss) before income taxes
    
    
    1,907,846
    
    
    
    (3,876,282
    )Provision for income taxes
    
    
    543,860
    
    
    
    456,352Net income (loss)
    
    
    1,363,986
    
    
    
    (4,332,634
    )Dividends on preferred stock
    
    
    (216,187
    )
    
    
    (50,273
    )Net income (loss) attributable to common stockholders
    
    $
    1,147,799
    
    
    $
    (4,382,907
    )Basic income (loss) per common share
    
    $
    .04
    
    
    $
    (0.18
    )Diluted income (loss) per common share
    
    $
    .04
    
    
    $
    (0.18
    )Anti-dilutive stock options, restricted stock, warrants,
Series A and Series B Convertible Notes and Series C and
Series E preferred stock
    
    
    4,184,714
    
    
    
    26,715,721Weighted average number of common shares outstanding  basic
    
    
    26,269,172
    
    
    
    24,910,294Weighted average number of common shares outstanding  diluted
    
    
    29,415,574
    
    
    
    24,910,294
   2




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##### Table of Contents



Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2009 and

2008 (Unaudited)
 Three Months Ended 
October 31,2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    1,363,986
    
    
    $
    (4,332,634
    )Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    2,056,778
    
    
    
    2,127,978Bad debt expense
    
    
    106,926
    
    
    
    311,880Amortization of discount and other non-cash interest expense
    
    
    148,287
    
    
    
    2,217,785Deferred tax expense
    
    
    477,000
    
    
    
    Non-cash charges for equity instruments issued for compensation and
services
    
    
    235,915
    
    
    
    316,733Non-cash equity in losses of investment and other non-cash items
    
    
    130
    
    
    
    (57,329
    )Changes in assets and liabilities, net of effects from acquisition:Accounts receivable
    
    
    (432,737
    )
    
    
    (250,987
    )Prepaid expenses and other assets
    
    
    257,391
    
    
    
    906,967Accounts payable
    
    
    (290,763
    )
    
    
    (726,213
    )Accrued expenses
    
    
    602,214
    
    
    
    (1,812,440
    )Other liabilities
    
    
    (182,413
    )
    
    
    96,815Net cash (used in) provided by operating activities
    
    
    4,342,714
    
    
    
    (1,201,445
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (297,078
    )
    
    
    (2,435,873
    )Net cash used in investing activities
    
    
    (297,078
    )
    
    
    (2,435,873
    )Cash flows from financing activities:Proceeds from sale of stock and exercise of options and warrants
    
    
    
    
    
    
    2,261Purchase of treasury stock
    
    
    
    
    
    
    (1,323,034
    )Net repayments of notes payable and capital lease
    
    
    (7,082
    )
    
    
    (6,808,845
    )Net cash (used in) financing activities
    
    
    (7,082
    )
    
    
    (8,129,618
    )Effect of foreign exchange rate changes on cash and cash equivalents
    
    
    (113,369
    )
    
    
    (881,201
    )Net (decrease) increase in cash and cash equivalents
    
    
    3,925,185
    
    
    
    (12,648,137
    )Cash and cash equivalents, beginning of period
    
    
    10,972,365
    
    
    
    32,091,005Cash and cash equivalents, end of period
    
    $
    14,897,550
    
    
    $
    19,442,868
   3




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##### Table of Contents



EASYLINK SERVICES INTERNATIONAL CORPORATION
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 1. BASIS OF PRESENTATION
    Principles of consolidation and basis of presentation
  Recently
Adopted Accounting Pronouncements
 FASB Accounting Standards Codification FASB Accounting Standards
Codification
 Fair Value Measurements and Disclosures (Topic 820)
  4




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##### Table of Contents



Recent accounting pronouncements not yet adopted
   2. ACQUIRED INTANGIBLE ASSETS
  Weighted averageamortizationperiod (years)
    
    
    October 31, 2009
    
    
    July 31, 2009Purchased customer relationships
    
    
    6-8
    
    
    $
    18,035,767
    
    
    $
    18,056,771Internally developed systems
    
    
    4
    
    
    
    10,597,935
    
    
    
    10,607,355Trade names
    
    
    <1
    
    
    
    3,763,543
    
    
    
    3,766,992Intangible assets, gross
    
    
    
    
    
    $
    32,397,245
    
    
    $
    32,431,118Less accumulated amortization:Purchased customer relationships
    
    
    
    
    
    $
    (5,527,322
    )
    
    $
    (4,919,923
    )Internally developed systems
    
    
    
    
    
    
    (6,645,816
    )
    
    
    (5,989,037
    )Trade names
    
    
    
    
    
    
    (124,206
    )
    
    
    (115,278
    )Accumulated amortization
    
    
    
    
    
    
    (12,297,344
    )
    
    
    (11,024,238
    )Intangible assets, net
    
    
    
    
    
    $
    20,099,901
    
    
    $
    21,406,880
  3. NOTES PAYABLE
     5




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##### Table of Contents



3. NOTES PAYABLE (CONTD)
     October 31, 2009
    
    
    July 31, 2009SunTrust Bank
    
    $
    27,916,667
    
    
    $
    27,916,667Capitalized leases
    
    
    3,606
    
    
    
    10,688Subtotal
    
    
    27,920,273
    
    
    
    27,927,355Less debt discount
    
    
    771,660
    
    
    
    919,947Less current portion of long term debt
    
    
    12,038,208
    
    
    
    9,495,374Long term debt
    
    $
    15,110,405
    
    
    $
    17,512,034
 4. STOCKHOLDERS EQUITY
 Dividends
     6




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##### Table of Contents



4. STOCKHOLDERS EQUITY (CONTD)
  Stockholder Rights Agreement and Authorization of Series F Junior Participating Preferred
Stock
  5. INCOME TAXES
   6. FAIR VALUE REPORTING
  
    
    Level 1  Observable inputs such as quoted prices in active market;
 
    
    Level 2  Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
 
    
    Level 3  Unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions.
  7




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##### Table of Contents



6. FAIR VALUE REPORTING (CONTD)
  Quoted Prices inActive Markets
    
    
    Significantfor Identical
    
    
    Other
    
    
    SignificantAssets
    
    
    Observable
    
    
    Unobservable(Liabilities)
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    Carrying AmountCash
    
    $
    13,390,601
    
    
    
    
    
    
    
    
    
    
    $
    13,390,601Cash Equivalents
    
    $
    1,506,949
    
    
    
    
    
    
    
    
    
    
    $
    1,506,949Notes Payable
    
    
    
    
    
    
    
    
    
    $
    (26,195,619
    )
    
    $
    (27,148,613
    )
  7. COMMITMENTS AND CONTINGENCIES
 Litigation
       8




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##### Table of Contents



8. INTERIM SEGMENT DISCLOSURES
  
    
    Supply Chain Messaging Segment (Supply Chain), which includes all our electronic data
interchange (EDI) and telex services.
 
    
    On Demand Messaging Segment (On Demand), which includes all fax, e-mail, document
capture and management (DCM) and workflow services.
  Quarter Ended October 31, 2009
    
    Supply Chain
    
    
    On Demand
    
    
    TotalRevenue from external customers
    
    $
    10,571,248
    
    
    $
    9,926,893
    
    
    $
    20,498,141Segment gross profit
    
    $
    7,776,926
    
    
    $
    6,634,350
    
    
    $
    14,411,276
  Segment gross profit
    
    $
    14,411,276Corporate expenses
    
    
    12,350,890Operating income
    
    
    2,060,386Other income (expense), net
    
    
    (152,540
    )Income before income taxes
    
    
    1,907,846Income tax expense
    
    
    543,860Net income
    
    $
    1,363,986
 Quarter Ended October 31, 2008
    
    Supply Chain
    
    
    On Demand
    
    
    TotalRevenue from external customers
    
    $
    11,615,074
    
    
    $
    11,199,872
    
    
    $
    22,814,946Segment gross profit
    
    $
    8,474,445
    
    
    $
    7,621,356
    
    
    $
    16,095,801
  Segment gross profit
    
    $
    16,095,801Corporate expenses
    
    
    15,046,136Operating income
    
    
    1,049,665Other income (expense), net
    
    
    (4,925,947
    )Loss before income taxes
    
    
    (3,876,282
    )Income tax expense
    
    
    456,352Net loss
    
    $
    (4,332,634
    )
 9. DERIVATIVE FINANCIAL INSTRUMENTS
  10. SUBSEQUENT EVENTS
   9




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward Looking Statement Disclaimer
   Business Overview
   
    
    Supply Chain segment, which includes all our EDI and telex services.
 
    
    On Demand segment, which includes all fax, e-mail, DCM and workflow services.
     10




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Critical Accounting Policies and Significant Use of Estimates in Financial Statements
   Three Months Ended October 31, 2009 Compared with the Three Months Ended October 31, 2008
 Results of Operations
  Three Months Ended October 31,2009
    
    
    2008
    
    
    VarianceRevenue:Supply Chain MessagingEDI Services
    
    $
    8,434,060
    
    
    $
    8,920,358
    
    
    $
    (486,298
    )Telex Services
    
    
    2,137,188
    
    
    
    2,694,716
    
    
    
    (557,528
    )Total Supply Chain Messaging
    
    
    10,571,248
    
    
    
    11,615,074
    
    
    
    (1,043,826
    )On Demand MessagingFax Services
    
    
    8,087,207
    
    
    
    9,113,505
    
    
    
    (1,026,298
    )DCM Services
    
    
    515,231
    
    
    
    743,529
    
    
    
    (228,298
    )Other Services
    
    
    1,324,455
    
    
    
    1,342,838
    
    
    
    (18,383
    )Total On Demand Messaging
    
    
    9,926,893
    
    
    
    11,199,872
    
    
    
    (1,272,979
    )Total Revenue:
    
    
    20,498,141
    
    
    
    22,814,946
    
    
    
    (2,316,805
    )Cost of Revenue:Supply Chain Messaging
    
    
    2,794,322
    
    
    
    3,140,629
    
    
    
    (346,307
    )On Demand Messaging
    
    
    3,292,543
    
    
    
    3,578,516
    
    
    
    (285,973
    )Total Cost of Revenue
    
    
    6,086,865
    
    
    
    6,719,145
    
    
    
    (632,280
    )Gross Margin:Supply Chain Messaging
    
    
    7,776,926
    
    
    
    8,474,445
    
    
    
    (697,519
    )On Demand Messaging
    
    
    6,634,350
    
    
    
    7,621,356
    
    
    
    (987,006
    )Total Gross Margin
    
    
    14,411,276
    
    
    
    16,095,801
    
    
    
    (1,684,525
    )Product Development and Enhancement
    
    
    1,858,874
    
    
    
    2,122,465
    
    
    
    (263,591
    )Selling and Marketing
    
    
    3,269,434
    
    
    
    3,565,644
    
    
    
    (296,210
    )General and Administrative
    
    
    7,222,582
    
    
    
    9,358,027
    
    
    
    (2,135,445
    )Total product, selling and G&A expenses
    
    
    12,350,890
    
    
    
    15,046,136
    
    
    
    (2,695,246
    )Other (expense) income
    
    
    (152,540
    )
    
    
    (4,925,947
    )
    
    
    4,773,407Income (loss) before income taxes
    
    $
    1,907,846
    
    
    $
    (3,876,282
    )
    
    $
    5,784,128
  11




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12




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##### Table of Contents



Liquidity and Capital Resources
      Off-Balance Sheet Arrangements
   13




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4T. Controls and Procedures
 Disclosure Controls and Procedures
  Internal Controls over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
      14




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
   15




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##### Table of Contents



Item 6. Exhibits
 ExhibitNumber
    
    Description3(i).1
    
    
    Amended and Restated Certificate of Incorporation of
Infosafe Systems, Inc., dated August 27, 1997, as filed
with the Secretary of State of Delaware on August 27,
1997.3(i).2
    
    
    Certificate of Merger of Internet Commerce Corporation
into Infosafe Systems, Inc., dated September 23, 1998,
as filed with the Secretary of State of Delaware on
September 23, 1998.3(i).3
    
    
    Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Infosafe Systems, Inc.,
dated September 23, 1998, as filed with the Secretary of
State of Delaware on September 23, 1998.3(i).4
    
    
    Certificate of Powers, Designations, Preferences and
Relative, Participating, Optional and Other Special
Rights of the Series C Convertible Redeemable Preferred
Stock of Internet Commerce Corporation, dated January 5,
2000, as filed with the Secretary of State of Delaware
on January 6, 2000.3(i).5
    
    
    Certificate of Ownership and Merger of Internet Commerce
Corporation and Enable Corp., dated August 20, 2007, as
filed with the Secretary of State of Delaware on August
20, 2007.3(i).6
    
    
    Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of EasyLink Services
International Corporation, dated August 20, 2007, as
filed with the Secretary of State of Delaware on August
22, 2007.3(i).7
    
    
    Certificate of Powers, Designations, Preferences and
Relative, Participating, Optional and Other Special
Rights of the Series E Redeemable Preferred Stock of
EasyLink Services International Corporation, dated May
18, 2009, as filed with the Secretary of State of
Delaware on May 18, 2009.3(i).8
    
    
    Certificate of the Powers, Designations, Preferences and
Relative, Participating, Optional and Other Special
Rights of the Series F Junior Participating Preferred
Stock of EasyLink Services International Corporation,
dated August 31, 2009, as filed with the Secretary of
State of Delaware on August 31, 2009.31.1
    
    
    Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
  16




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##### Table of Contents



SIGNATURES
   EASYLINK SERVICES INTERNATIONAL CORPORATIONBy:
    
    /s/ Glen E. Shipley

Glen E. ShipleyChief Financial Officer
  17




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description3(i).1
    
    
    Amended and Restated Certificate of Incorporation of
Infosafe Systems, Inc., dated August 27, 1997, as filed
with the Secretary of State of Delaware on August 27,
1997.3(i).2
    
    
    Certificate of Merger of Internet Commerce Corporation
into Infosafe Systems, Inc., dated September 23, 1998,
as filed with the Secretary of State of Delaware on
September 23, 1998.3(i).3
    
    
    Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Infosafe Systems, Inc.,
dated September 23, 1998, as filed with the Secretary of
State of Delaware on September 23, 1998.3(i).4
    
    
    Certificate of Powers, Designations, Preferences and
Relative, Participating, Optional and Other Special
Rights of the Series C Convertible Redeemable Preferred
Stock of Internet Commerce Corporation, dated January 5,
2000, as filed with the Secretary of State of Delaware
on January 6, 2000.3(i).5
    
    
    Certificate of Ownership and Merger of Internet Commerce
Corporation and Enable Corp., dated August 20, 2007, as
filed with the Secretary of State of Delaware on August
20, 2007.3(i).6
    
    
    Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of EasyLink Services
International Corporation, dated August 20, 2007, as
filed with the Secretary of State of Delaware on August
22, 2007.3(i).7
    
    
    Certificate of Powers, Designations, Preferences and
Relative, Participating, Optional and Other Special
Rights of the Series E Redeemable Preferred Stock of
EasyLink Services International Corporation, dated May
18, 2009, as filed with the Secretary of State of
Delaware on May 18, 2009.3(i).8
    
    
    Certificate of the Powers, Designations, Preferences and
Relative, Participating, Optional and Other Special
Rights of the Series F Junior Participating Preferred
Stock of EasyLink Services International Corporation,
dated August 31, 2009, as filed with the Secretary of
State of Delaware on August 31, 2009.31.1
    
    
    Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
  18