##### 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 December 31, 2006
 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: 0-50387
 RedEnvelope, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    33-0844285(IRS Employer
Identification No.)
 149 New Montgomery Street,
San Francisco, California 94105  (Address of Principal Executive Offices and Zip Code)
 (415) 371-9100  (Registrants Telephone Number, Including Area Code)
 þ o
  o o þ
 o o




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##### 



RedEnvelope, Inc.
REPORT ON FORM 10-Q
For the Quarter Ended December 31, 2006
TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Financial Statements (Unaudited)
    
    
    3Condensed Balance Sheets as of December 31, 2006, April 2, 2006 and January 1, 2006
    
    
    3Condensed Statements of Operations for the thirteen and  thirty-nine weeks ended December 31, 2006 and January 1, 2006
    
    
    4Condensed Statements of Cash Flows for the thirty-nine weeks ended December 31, 2006 and January 1, 2006
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4.
    
    Controls and Procedures
    
    
    15PART II. OTHER INFORMATION
    
    
    16Item 1.
    
    Legal Proceedings
    
    
    16Item 1A.
    
    Risk Factors
    
    
    16Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3.
    
    Defaults Upon Senior Securities
    
    
    27Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    27Item 5.
    
    Other Information
    
    
    27Item 6.
    
    Exhibits
    
    
    27EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 RedEnvelope, Inc.
 
 CONDENSED BALANCE SHEETS
 (Unaudited)
 December 31,
    
    
    April 2,
    
    
    January 1,2006
    
    
    2006
    
    
    2006(In thousands, except for share data)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    23,471
    
    
    $
    3,277
    
    
    $
    10,527Short-term investments
    
    
    
    
    
    
    6,762
    
    
    
    18,326Accounts receivable, net
    
    
    3,300
    
    
    
    1,054
    
    
    
    2,705Inventory
    
    
    14,466
    
    
    
    19,690
    
    
    
    15,487Prepaid catalog costs and other current assets
    
    
    3,081
    
    
    
    2,793
    
    
    
    2,643Total current assets
    
    
    44,318
    
    
    
    33,576
    
    
    
    49,688Property and equipment, net
    
    
    7,682
    
    
    
    7,255
    
    
    
    7,499Other assets
    
    
    193
    
    
    
    146
    
    
    
    432Total assets
    
    $
    52,193
    
    
    $
    40,977
    
    
    $
    57,619LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    14,728
    
    
    $
    9,759
    
    
    $
    17,197Accrued expenses and other current liabilities
    
    
    5,062
    
    
    
    2,699
    
    
    
    8,025Accrued compensation
    
    
    1,922
    
    
    
    1,371
    
    
    
    1,207Capital lease obligations, current
    
    
    207
    
    
    
    312
    
    
    
    505Total current liabilities
    
    
    21,919
    
    
    
    14,141
    
    
    
    26,934Capital lease obligations, long-term
    
    
    403
    
    
    
    136
    
    
    
    168Deferred rent
    
    
    548
    
    
    
    710
    
    
    
    751Total liabilities
    
    
    22,870
    
    
    
    14,987
    
    
    
    27,853Stockholders equity:Common stock, $0.01 par value; 100 million
shares authorized; 9.6 million, 9.3 million,
and 9.1 million issued and outstanding as of
December 31, 2006, April 2, 2006, and January
1, 2006, respectively
    
    
    97
    
    
    
    94
    
    
    
    91Additional paid-in capital
    
    
    117,978
    
    
    
    115,367
    
    
    
    114,663Notes receivable from stockholders
    
    
    (44
    )
    
    
    (44
    )
    
    
    (44
    )Accumulated deficit
    
    
    (88,708
    )
    
    
    (89,427
    )
    
    
    (84,944
    )Total stockholders equity
    
    
    29,323
    
    
    
    25,990
    
    
    
    29,766Total liabilities and stockholders equity
    
    $
    52,193
    
    
    $
    40,977
    
    
    $
    57,619
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RedEnvelope, Inc.
 
 CONDENSED STATEMENTS OF OPERATIONS
 (Unaudited)
 Thirteen Weeks Ended
    
    
    Thirty-nine Weeks EndedDecember 31,
    
    
    January 1,
    
    
    December 31,
    
    
    January 1,2006
    
    
    2006
    
    
    2006
    
    
    2006(In thousands, except for per share data)Net revenues
    
    $
    56,987
    
    
    $
    53,029
    
    
    $
    99,376
    
    
    $
    91,131Cost of sales
    
    
    26,157
    
    
    
    25,308
    
    
    
    46,569
    
    
    
    43,983Gross profit
    
    
    30,830
    
    
    
    27,721
    
    
    
    52,807
    
    
    
    47,148Operating expenses:Fulfillment
    
    
    7,449
    
    
    
    6,939
    
    
    
    13,655
    
    
    
    12,577Marketing
    
    
    12,569
    
    
    
    12,090
    
    
    
    22,019
    
    
    
    21,680General and administrative
    
    
    5,519
    
    
    
    4,617
    
    
    
    16,515
    
    
    
    14,208Total operating expenses
    
    
    25,537
    
    
    
    23,646
    
    
    
    52,189
    
    
    
    48,465Income (loss) from operations
    
    
    5,293
    
    
    
    4,075
    
    
    
    618
    
    
    
    (1,317
    )Interest income, net
    
    
    14
    
    
    
    27
    
    
    
    101
    
    
    
    178Net income (loss)
    
    $
    5,307
    
    
    $
    4,102
    
    
    $
    719
    
    
    $
    (1,139
    )Net income (loss) per share, basic
    
    $
    0.56
    
    
    $
    0.45
    
    
    $
    0.08
    
    
    $
    (0.13
    )Net income (loss) per share, diluted
    
    $
    0.56
    
    
    $
    0.43
    
    
    $
    0.08
    
    
    $
    (0.13
    )Weighted average shares outstanding, basic
    
    
    9,458
    
    
    
    9,025
    
    
    
    9,369
    
    
    
    8,981Weighted average shares outstanding, diluted
    
    
    9,488
    
    
    
    9,500
    
    
    
    9,477
    
    
    
    8,981
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RedEnvelope, Inc.
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Thirty-nine Weeks EndedDecember 31,
    
    
    January 1,2006
    
    
    2006(In thousands)Cash Flows From Operating Activities:Net income (loss)
    
    $
    719
    
    
    $
    (1,139
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation
    
    
    2,357
    
    
    
    2,352Stock-based compensation
    
    
    1,921
    
    
    
    8Other non-cash charges
    
    
    (114
    )
    
    
    (20
    )Changes in current assets and liabilities:Accounts receivable, net
    
    
    (2,246
    )
    
    
    (1,605
    )Inventory
    
    
    5,224
    
    
    
    (1,439
    )Prepaid catalog costs and other current assets
    
    
    (237
    )
    
    
    1,299Accounts payable
    
    
    5,302
    
    
    
    6,930Accrued expenses and other current liabilities
    
    
    2,914
    
    
    
    4,785Net cash provided by operating activities
    
    
    15,840
    
    
    
    11,171Cash Flows From Investing Activities:Maturities of short-term investments
    
    
    11,619
    
    
    
    30,764Purchases of short-term investments
    
    
    (4,857
    )
    
    
    (34,739
    )Purchases of property and equipment
    
    
    (2,620
    )
    
    
    (1,730
    )Net cash provided by (used in)investing activities
    
    
    4,142
    
    
    
    (5,705
    )Cash Flows From Financing Activities:Proceeds from issuance of common stock
    
    
    692
    
    
    
    761Principal payments on capital lease obligations
    
    
    (336
    )
    
    
    (507
    )Proceeds from line of credit
    
    
    6,700
    
    
    
    Repayment of line of credit
    
    
    (6,700
    )
    
    
    Payment of debt issuance costs
    
    
    (144
    )
    
    
    Net cash provided by financing activities
    
    
    212
    
    
    
    254Net increase in cash and cash equivalents
    
    
    20,194
    
    
    
    5,720Cash and cash equivalents at beginning of period
    
    
    3,277
    
    
    
    4,807Cash and cash equivalents at end of period
    
    $
    23,471
    
    
    $
    10,527Supplemental Cash Flow Information:Cash paid for interest
    
    $
    101
    
    
    $
    88Supplemental Non-Cash Investing and Financing Activities:Property and equipment acquired through capital lease transactions
    
    $
    498
    
    
    $
    311Common stock option exercise receivable
    
    $
    
    
    
    $
    108
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RedEnvelope, Inc.
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 (Unaudited)
 1. Financial Statements  Basis of Presentation
     2. Certain Significant Accounting Policies
  Net Income (Loss) Per Share 
  6




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Net Income
    
    Weighted
    
    Per ShareDollars and amounts in thousands, except per share amounts
    
    (Loss)
    
    Average Shares
    
    AmountThirteen weeks ended December 31, 2006Basic
    
    $
    5,307
    
    
    
    9,458
    
    
    $
    0.56Effect of dilutive stock-based awards
    
    
    
    
    
    
    30Diluted
    
    $
    5,307
    
    
    
    9,488
    
    
    $
    0.56Thirteen weeks ended January 1, 2006Basic
    
    $
    4,102
    
    
    
    9,025
    
    
    $
    0.45Effect of dilutive stock-based awards
    
    
    
    
    
    
    475Diluted
    
    $
    4,102
    
    
    
    9,500
    
    
    $
    0.43Thirty-Nine weeks ended December 31, 2006Basic
    
    $
    719
    
    
    
    9,369
    
    
    $
    0.08Effect of dilutive stock-based awards
    
    
    
    
    
    
    108Diluted
    
    $
    719
    
    
    
    9,477
    
    
    $
    0.08Thirty-Nine weeks ended January 1, 2006Basic and Diluted
    
    $
    (1,139
    )
    
    
    8,981
    
    
    $
    (0.13
    )
  Investments 
  New Accounting Pronouncements  Share-Based Payment
    Accounting for Income Tax
Uncertainties
  7




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3. Stock-Based Compensation
  Accounting for Stock Issued to Employees
   Thirteen
    
    
    Thirty-nineWeeks
    
    
    WeeksEnded
    
    
    Ended(In thousands, except per share data)Net income (loss)  as reported
    
    $
    4,102
    
    
    $
    (1,139
    )Stock-based employee compensation included in reported net income (loss)
    
    
    2
    
    
    
    8Stock-based compensation expense determined under fair value method
    
    
    (430
    )
    
    
    (1,306
    )Pro forma net income (loss)
    
    $
    3,674
    
    
    $
    (2,437
    )Basic and diluted income (loss) per share:As reported, basic
    
    $
    0.45
    
    
    $
    (0.13
    )As reported, diluted
    
    $
    0.43
    
    
    $
    (0.13
    )Pro forma, basic
    
    $
    0.41
    
    
    $
    (0.27
    )Pro forma, diluted
    
    $
    0.39
    
    
    $
    (0.27
    )
 Stock Options
  8




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Thirteen Weeks Ended
    
    Thirty-nine Weeks EndedJanuary 1,
    
    December
    
    January 1,December 31, 2006
    
    2006
    
    31, 2006
    
    2006Stock Option Valuation Assumptions:Expected volatility
    
    
    54.0
    %
    
    
    59.3
    %
    
    
    54.0%  56.8
    %
    
    
    59.3
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected term
    
    3.8  5.7 years
    
    
    4.0 years
    
    
    3.8  5.7 years
    
    
    4.0 yearsRisk-free interest rate
    
    
    4.6%   4.8
    %
    
    
    4.4
    %
    
    
    4.5%  5.2
    %
    
    
    4.1
    %
   WeightedWeighted
    
    
    AverageAverage
    
    
    RemainingExercise
    
    
    Contractual
    
    
    AggregateOptions
    
    
    Price
    
    
    Term
    
    
    IntrinsicOutstanding
    
    
    per Share
    
    
    (Years)
    
    
    Value(in thousands)
    
    
    
    
    
    
    
    
    
    
    (in thousands)Balance, April 2, 2006
    
    
    1,560
    
    
    $
    8.65Granted
    
    
    475
    
    
    
    8.58Cancelled
    
    
    (357
    )
    
    
    10.36Exercised
    
    
    (289
    )
    
    
    1.87Balance, December 31, 2006
    
    
    1,389
    
    
    $
    9.57
    
    
    
    7.99
    
    
    $
    64Exercisable, December 31, 2006
    
    
    556
    
    
    $
    10.00
    
    
    
    6.54
    
    
    $
    64
 9




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Employee Stock Purchase Plan
   Expected volatility
    
    
    32.6%  40.5
    %Dividend yield
    
    
    0
    %Expected term
    
    0.5 yearsRisk-free interest rate
    
    
    4.1%   5.0
    %
  4. Income Taxes
  5. Borrowing Arrangements
  6. Legal Proceedings
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Forward-Looking Statements
 This report, together with the documents incorporated herein by reference, contains
forward-looking statements within the
 10




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meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
and Exchange Act of 1934, as amended. Such statements are based upon current expectations and
involve risks and uncertainties. Any statements contained in this report that are not purely
statements of historical fact may be deemed to be forward-looking statements. Such forward-looking
statements may include but are not limited to statements regarding our future operations and
enhancements, product or service offerings, business, financial condition, results of operations
and prospects. Additionally, statements concerning possible changes in applicable rules or
legislation are forward-looking statements. Words such as expects, anticipates, intends,
plans, believes, seeks, estimate, may, should, would, could and similar expressions
or variations of such words are intended to identify forward-looking statements, but are not the
exclusive means of identifying forward-looking statements in this report. All forward-looking
statements in this report are based upon information available to us as of the date hereof, and we
assume no obligation to revise or update any such forward-looking statements in order to reflect
any event or circumstance that may arise after the date of this report. Actual results and the
timing of certain events could differ materially from our current expectations. Factors that could
cause or contribute to such differences include, but are not limited to, those set forth in this
report under Risk Factors, and elsewhere in this report, and those contained from time to time in
our other filings with the SEC. We caution investors that our business and financial performance
are subject to substantial risks and uncertainties.
 Overview
 www.redenvelope.com
        11




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Critical Accounting Policies
  New Accounting Pronouncements
 Share-Based Payment
  Results of Operations
  Thirteen Weeks Ended
    
    Thirty-nine Weeks EndedDecember 31,
    
    January 1,
    
    December 31,
    
    January 1,2006
    
    2006
    
    2006
    
    2006Statements of Operations Data:Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    45.9
    
    
    
    47.7
    
    
    
    46.9
    
    
    
    48.3Gross profit
    
    
    54.1
    
    
    
    52.3
    
    
    
    53.1
    
    
    
    51.7Operating expenses:Fulfillment
    
    
    13.1
    
    
    
    13.1
    
    
    
    13.7
    
    
    
    13.8Marketing
    
    
    22.1
    
    
    
    22.8
    
    
    
    22.2
    
    
    
    23.8General and administrative
    
    
    9.7
    
    
    
    8.7
    
    
    
    16.6
    
    
    
    15.6Total operating expenses
    
    
    44.8
    
    
    
    44.6
    
    
    
    52.5
    
    
    
    53.2Income (loss) from operations
    
    
    9.3
    
    
    
    7.7
    
    
    
    0.6
    
    
    
    (1.5
    )Interest income, net
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.2Net income (loss)
    
    
    9.3
    %
    
    
    7.7
    %
    
    
    0.7
    %
    
    
    (1.3)
    %
 Quarter Ended December 31, 2006 Compared to Quarter Ended January 1, 2006
 Net Revenues
   12




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Cost of Sales
   Operating Expenses
 Fulfillment.
  Marketing.
  General and Administrative.
  Thirty-nine Weeks Ended December 31, 2006 Compared to Thirty-nine Weeks Ended January 1, 2006
 Net Revenues
  13




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Cost of Sales
  Operating Expenses
 Fulfillment.
 Marketing.
 General and Administrative.
 Liquidity and Capital Resources
  Cash Flows From Operating Activities
 Cash Flows From Investing Activities
 14




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Cash Flows From Financing Activities
 Revolving Credit Facility
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk
   (In thousands)Cash and cash equivalents
    
    $
    23,471Short-term investments
    
    
    Total
    
    $
    23,471
  Foreign Currency Risk
 
 Item 4. Controls and Procedures
 Disclosure Controls and Procedures
 15




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PART II.
 OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  You should consider carefully the risks and uncertainties relating to our business including
those described below, together with all of the other information included or incorporated by
reference in this Quarterly Report on Form 10-Q . Additional risks and uncertainties not currently
known to us or that we currently do not deem material could also become important factors that may
harm our business. The trading price of our common stock could decline due to any of these risks
and uncertainties, and you could lose all or part of your investment.
 Our limited operating history makes evaluation of our business difficult.
  We have a history of significant losses. If we do not achieve or sustain profitability, our
financial condition and stock price could suffer.
  Because we experience seasonal fluctuations in our net sales, our quarterly results will
fluctuate and our annual performance will depend largely on results from one quarter.
  16




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Our operating results are volatile and difficult to predict and may adversely affect our stock
price.
  Our computer and communications hardware and software systems are vulnerable to damage and
interruption, which could harm our business.
  If we fail to offer a broad selection of innovative merchandise that consumers find attractive, our
revenues could decline or fail to reach anticipated levels and our stock price could be harmed.
  Failure to successfully manage or expand our fulfillment and distribution operation would have a
material adverse effect on us.
  17




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If we do not manage our inventory levels successfully, our operating results may be adversely
affected.
  We may have difficulty in product sourcing.
    Our operating results could suffer if we fail to offer or sell sufficient quantities of proprietary
products.
  18




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Our facilities and systems are vulnerable to natural disasters or other catastrophic events.
  We have grown quickly and if we fail to manage our growth, our business will suffer.
  We experience intense competition in the rapidly changing retail gift market.
  
    
    other online retailers, such as Amazon.com and eBay
    
    major department stores, such as Macys, Bloomingdales, Neiman Marcus and their online storefronts
    
    physical and online stores and catalog retailers that sell popular gift items such as Pottery Barn, Brookstone,
The Sharper Image, Tiffanys, Harry & David, J Crew, 1-800-Flowers and Williams-Sonoma
    
    Internet portals and online service providers and other comparison shopping sites, such as AOL, Yahoo! and Google.
 19




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If we do not successfully expand our website and order processing systems or respond to rapid
technological changes, we could lose customers and our net revenues could decline.
   Delivery of our merchandise could be delayed or disrupted by factors beyond our control, and we
could lose customers as a result.
  The loss of our senior management or other key personnel could harm our current and future
operations and prospects.
  20




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We rely on seasonal and temporary employees during periods of peak activity and any failure by such
employees to adequately perform their jobs could adversely affect our operations.
  Increased merchandise returns and a failure to accurately predict merchandise returns could harm
our business.
  If we are unable to successfully manage the costs of our catalog operations or our catalogs fail to
produce sales at satisfactory levels it could adversely affect our business.
  
    
    effective management of costs associated with the production and distribution of our catalog
    
    achievement of adequate response rates to our mailings
    
    displaying a mix of merchandise in our catalog that is attractive to our customers
    
    production of aesthetically appealing catalogs
    
    timely delivery of catalog mailings to our customers
  21




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We are dependent on the success of our advertising and marketing efforts which are costly and may
not achieve desired results.
  If we are unable to provide satisfactory customer service, we could lose customers.
   If the protection of our trademarks and proprietary rights is inadequate, our brand and reputation
could be impaired and we could lose customers.
   Intellectual property claims against us could be costly and could impair our business.
  22




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We may be subject to litigation proceedings that could adversely affect our business.
  We face the risk of inventory shrinkage.
  Poor economic conditions may constrain discretionary consumer spending on retail products such as
ours.
  If we fail to meet the borrowing requirements under our loan and security agreement, we may be
unable to obtain necessary short-term financing and if we default on a secured loan, material
assets of ours could be subject to forfeiture.
    We may need additional financing and may not be able to raise additional financing on favorable
terms or at all, which could increase our costs, limit our ability to grow and dilute the ownership
interests of existing stockholders.
  23




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We may face product liability claims that are costly and create adverse publicity.
  We may incur significant costs or experience delays in product availability due to regulations
applicable to the sale of food products and live plants, which may hurt our business.
  If we fail to comply with the laws regulating the sale of tobacco products it may have a negative
impact on our reputation and make us vulnerable to liability claims.
  Our charter documents, Delaware law and third-party contractual restrictions may make an
acquisition of us more difficult, even if an acquisition would be beneficial to our stockholders.
   Our success is tied in large part to the continued use of the Internet by a large number of
consumers.
  
    
    actual or perceived lack of privacy protection
    
    actual or perceived lack of security of credit card information
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
    
    possible disruptions or other damage to the Internet or telecommunications infrastructure
    
    increased governmental regulation and taxation
    
    decreased use of personal computers
  The security risks of online commerce, including credit card fraud, may discourage customers from
purchasing goods from us.
   Existing or future government regulation could harm our business.
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Laws or regulations relating to privacy and data protection may adversely affect the growth of our
Internet business or our marketing efforts.
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We may be subject to liability for the content that we publish.
  Our directors, executive officers and significant stockholders hold a substantial portion of our
stock, which may lead to conflicts with other stockholders over corporate transactions and other
corporate matters.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 None.
 
 Item 3. Defaults Upon Senior Securities.
 None.
 
 Item 4. Submission of Matters to a Vote of Security Holders.
 None.
 
 Item 5. Other Information.
 None.
 
 Item 6. Exhibits
 31.1
    
    Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(a) (Section 302)31.2
    
    Certification of Interim Chief Financial Officer required by Exchange Act Rules 13a-14(a) (Section 302)32.1
    
    Certification required by 18 U.S.C.§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification required by 18 U.S.C.§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
  REDENVELOPE, INC.By:
    /s/  William T. GochnauerInterim Chief Financial Officer  28




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##### Table of Contents



EXHIBIT INDEX
 31.1
    
    Certification of Chief Executive Officer required by Exchange Act
Rules 13a-14(a) (Section 302)31.2
    
    Certification of Interim Chief Financial Officer required by Exchange
Act Rules 13a-14(a) (Section 302)32.1
    
    Certification required by 18 U.S.C. § 1350, as adopted pursuant to §
906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification required by 18 U.S.C. § 1350, as adopted pursuant to §
906 of the Sarbanes-Oxley Act of 2002