##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 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 March 31, 2007.
 OR
 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: 0-27718
 NEOSE TECHNOLOGIES, INC.
 
  Delaware
    
    13-3549286(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)102 Rock Road 
Horsham, Pennsylvania
    
    19044(Address of principal executive offices)
    
    (Zip Code)
  
   þ o
  o þ o
  o þ




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##### Table of Contents



NEOSE TECHNOLOGIES, INC.
 INDEX
 PagePART I.
    
    FINANCIAL INFORMATION:Item 1.
    
    Financial Statements (unaudited)Balance Sheets as of March 31, 2007 and December 31, 2006
    
    
    3Statements of Operations for the three months ended March 31, 2007 and 2006
    
    
    4Statements of Cash Flows for the three months ended March 31, 2007 and 2006
    
    
    5Notes to Financial Statements
    
    
    6Item 2.
    
    Managements
Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 4.
    
    Controls and Procedures
    
    
    32PART II.
    
    OTHER INFORMATION:Item 6.
    
    Exhibits
    
    
    33SIGNATURES
    
    
    
    
    34Amended and Restated Employment AgreementForm of Change of Control AgreementChange of Control AgreementCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive Officer pursuant to Section 906Certification of Chief Financial Officer pursuant to Section 906
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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Neose Technologies, Inc.
 
 Balance Sheets
 March 31,
    
    
    December 31,2007
    
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    44,588
    
    
    $
    16,388Accounts receivable
    
    
    746
    
    
    
    286Prepaid expenses and other current assets
    
    
    1,412
    
    
    
    1,284Total current assets
    
    
    46,746
    
    
    
    17,958Property and equipment, net
    
    
    14,419
    
    
    
    13,104Intangible and other assets, net
    
    
    74
    
    
    
    181Total assets
    
    $
    61,239
    
    
    $
    31,243Liabilities and Stockholders EquityCurrent liabilities:Note payable
    
    $
    328
    
    
    $
    Current portion of long-term debt and capital lease obligations
    
    
    1,321
    
    
    
    1,251Accounts payable
    
    
    2,038
    
    
    
    1,848Accrued compensation
    
    
    1,460
    
    
    
    1,772Accrued expenses
    
    
    5,041
    
    
    
    4,749Deferred revenue
    
    
    644
    
    
    
    645Total current liabilities
    
    
    10,832
    
    
    
    10,265Warrant liability
    
    
    17,115
    
    
    
    Long-term debt and capital lease obligations, net of current portion
    
    
    543
    
    
    
    580Deferred revenue, net of current portion
    
    
    4,168
    
    
    
    4,329Other liabilities
    
    
    520
    
    
    
    510Total liabilities
    
    
    33,178
    
    
    
    15,684Stockholders equity:Preferred stock, par value $.01 per share, 5,000 shares
authorized, none issued
    
    
    
    
    
    
    Common stock, par value $.01 per share, 75,000 shares
authorized; 54,388 and 32,972 shares issued and outstanding
    
    
    544
    
    
    
    330Additional paid-in capital
    
    
    311,502
    
    
    
    281,556Accumulated deficit
    
    
    (283,985
    )
    
    
    (266,327
    )Total stockholders equity
    
    
    28,061
    
    
    
    15,559Total liabilities and stockholders equity
    
    $
    61,239
    
    
    $
    31,243
  3




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Neose Technologies, Inc.
 
 Statements of Operations
 Three months ended March 31,2007
    
    
    2006Revenue from collaborative agreements
    
    $
    1,237
    
    
    $
    2,396Operating expenses:Research and development
    
    
    9,812
    
    
    
    7,311General and administrative
    
    
    2,965
    
    
    
    2,928Total operating expenses
    
    
    12,777
    
    
    
    10,239Operating loss
    
    
    (11,540
    )
    
    
    (7,843
    )Increase in fair value of warrant liability
    
    
    (6,350
    )
    
    
    Interest income
    
    
    272
    
    
    
    366Interest expense
    
    
    (40
    )
    
    
    (308
    )Net loss
    
    $
    (17,658
    )
    
    $
    (7,785
    )Basic and diluted net loss per share
    
    $
    (0.47
    )
    
    $
    (0.24
    )Weighted-average shares outstanding used
in computing basic and diluted net loss
per share
    
    
    37,493
    
    
    
    32,783
  4




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Neose Technologies, Inc.
 
 Statements of Cash Flows
 Three months endedMarch 31,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (17,658
    )
    
    $
    (7,785
    )Adjustments to reconcile net loss to net cash used in
operating activities:Increase in fair value of warrant liability
    
    
    6,350
    
    
    
    Depreciation and amortization expense
    
    
    580
    
    
    
    506Non-cash compensation expense
    
    
    466
    
    
    
    823Non-cash rent expense
    
    
    130
    
    
    
    Loss (gain) on disposition of property and equipment
    
    
    3
    
    
    
    (2
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (460
    )
    
    
    740Prepaid expenses and other current assets
    
    
    (259
    )
    
    
    (511
    )Other assets
    
    
    (16
    )
    
    
    Accounts payable
    
    
    320
    
    
    
    420Accrued compensation
    
    
    (312
    )
    
    
    1Accrued expenses
    
    
    1,397
    
    
    
    (80
    )Deferred revenue
    
    
    (162
    )
    
    
    (906
    )Other liabilities
    
    
    10
    
    
    
    12Net cash used in operating activities
    
    
    (9,611
    )
    
    
    (6,782
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (2,636
    )
    
    
    (170
    )Proceeds from sale of equipment and assets held for sale
    
    
    
    
    
    
    7Net cash used in investing activities
    
    
    (2,636
    )
    
    
    (163
    )Cash flows from financing activities:Proceeds from issuance of debt
    
    
    366
    
    
    
    539Repayments of debt
    
    
    (378
    )
    
    
    (1,161
    )Proceeds from issuance of common stock and warrants, net
    
    
    40,459
    
    
    
    Net cash provided by (used in) financing activities
    
    
    40,447
    
    
    
    (622
    )Net increase (decrease) in cash and cash equivalents
    
    
    28,200
    
    
    
    (7,567
    )Cash and cash equivalents, beginning of period
    
    
    16,388
    
    
    
    37,738Cash and cash equivalents, end of period
    
    $
    44,588
    
    
    $
    30,171
  5




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Neose Technologies, Inc.
 
 Notes to Financial Statements
 1. Background
      6




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Neose Technologies, Inc.
 Notes to Financial Statements
 de novo
    7




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Neose Technologies, Inc.
 Notes to Financial Statements
  2. Interim Financial Information
  3. Summary of Significant Accounting Policies
 Use of Estimates
  Warrant Liability
 Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock
  8




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Neose Technologies, Inc.
 Notes to Financial Statements
  Accounting for Registration Payment Arrangements Accounting for Contingencies, Reasonable Estimation of the Amount of a Loss
 Net Loss Per Share
  Comprehensive Loss
 Reporting Comprehensive Income,
 9




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Neose Technologies, Inc.
 Notes to Financial Statements
  Fair Value of Financial Instruments
  Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets
and Financial Liabilities  Including an amendment to FASB Statement No. 115
 Accounting for Contingencies
 Fair Value Measurements
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Neose Technologies, Inc.
 Notes to Financial Statements
  Accounting for Uncertainty in Income
Taxes Accounting for Income Taxes
 4. Supplemental Disclosure of Cash Flow Information
  Three months endedMarch 31,2007
    
    
    2006Supplemental disclosure of cash flow information:Cash paid for interest, net of amounts capitalized
    
    $
    41
    
    
    $
    309Non-cash investing activities:Decrease in accrued property and equipment included
in accounts payable and accrued expenses
    
    $
    (1,235
    )
    
    $
    (108
    )Assets acquired under capital leases
    
    $
    374
    
    
    $
    Non-cash financing activities:Initial measurement of warrant liability (see Note 10)
    
    $
    10,765
    
    
    $
    Conversion of accrued compensation from liability to
equity classified award upon grant of restricted
stock units (see Note 12)
    
    $
    
    
    
    $
    129
 11




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Neose Technologies, Inc.
 Notes to Financial Statements
 5. Prepaid Expenses and Other Current Assets
  March 31,
    
    
    December 31,2007
    
    
    2006Prepaid insurance (see Note 8)
    
    $
    401
    
    
    $
    86Prepaid maintenance agreements
    
    
    192
    
    
    
    162Prepaid clinical and non-clinical studies
    
    
    124
    
    
    
    124Prepaid contract research and development services
    
    
    
    
    
    
    228Prepaid rent
    
    
    73
    
    
    
    195Other prepaid expenses
    
    
    321
    
    
    
    262Other current assets
    
    
    301
    
    
    
    227$
    1,412
    
    
    $
    1,284
 6. Property and Equipment
  March 31,
    
    
    December 31,2007
    
    
    2006Leasehold improvements
    
    $
    12,738
    
    
    $
    9,817Laboratory, manufacturing, and office equipment
    
    
    6,767
    
    
    
    5,874Construction-in-progress
    
    
    96
    
    
    
    2,14219,601
    
    
    
    17,833Less accumulated depreciation and amortization
    
    
    (5,182
    )
    
    
    (4,729
    )$
    14,419
    
    
    $
    13,104
   12




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Neose Technologies, Inc.
 Notes to Financial Statements
 7. Intangible and Other Assets
 Acquired Intellectual Property
  Deposits
  8. Debt and Capital Lease Obligations
  March 31,
    
    
    December 31,2007
    
    
    2006Notes payable to equipment lender,
secured by equipment and facility
improvements, interest rates from
8.1% to 9.5%, due 2007 to 2008
    
    $
    890
    
    
    $
    1,101Term loan from landlord (unsecured),
annual interest at 13.0%, due June
2008
    
    
    520
    
    
    
    622Note payable, secured by insurance
policies, annual interest at 5.7%,
due November 2007
    
    
    328
    
    
    
    3⁄4Subtotal
    
    
    1,738
    
    
    
    1,723Capital lease obligations
    
    
    454
    
    
    
    108Total debt
    
    
    2,192
    
    
    
    1,831Less note payable, secured by
insurance policies
    
    
    (328
    )
    
    
    3⁄4Less current portion
    
    
    (1,321
    )
    
    
    (1,251
    )Total debt, net of current portion
    
    $
    543
    
    
    $
    580
 Note Payable Secured by Insurance Policies
  13




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Neose Technologies, Inc.
 Notes to Financial Statements
 9. Accrued Expenses
  March 31,
    
    
    December 31,2007
    
    
    2006Clinical trials and non-clinical studies
    
    $
    2,681
    
    
    $
    625Professional fees
    
    
    1,148
    
    
    
    1,469Contract research and development services
    
    
    721
    
    
    
    1,283Property and equipment
    
    
    139
    
    
    
    1,244Other expenses
    
    
    352
    
    
    
    128$
    5,041
    
    
    $
    4,749
 10. Warrant Liability
  March 13, 2007
    
    March 31, 2007Expected volatility
    
    
    75
    %
    
    
    75
    %Remaining contractual term (years)
    
    
    5.0
    
    
    
    4.9Risk-free interest rate
    
    
    4.41
    %
    
    
    4.54
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %Common stock price
    
    $
    1.79
    
    
    $
    2.57
 11. Stockholders Equity
  14




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Neose Technologies, Inc.
 Notes to Financial Statements
  12. Equity-based Compensation
  Weighted-Weighted-
    
    
    
    
    
    
    averageaverage
    
    
    Aggregate
    
    
    remainingexercise
    
    
    intrinsic
    
    
    contractualShares
    
    
    price
    
    
    value
    
    
    life (years)Outstanding at
January 1, 2007
    
    
    5,281
    
    
    $
    11.61Granted
    
    
    1,259
    
    
    
    2.39Exercised
    
    
    3⁄4
    
    
    
    3⁄4Forfeited
    
    
    (50
    )
    
    
    3.21Expired
    
    
    (52
    )
    
    
    6.21Outstanding at
March 31, 2007
    
    
    6,438
    
    
    $
    9.91
    
    
    $
    416
    
    
    
    6.8Vested at March 31,
2007 and expected
to vest
    
    
    5,794
    
    
    $
    10.68
    
    
    $
    327
    
    
    
    6.7Exercisable at
March 31, 2007
    
    
    3,840
    
    
    $
    14.50
    
    
    $
    70
    
    
    
    5.3
 Fair Value Disclosures
   15




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Neose Technologies, Inc.
 Notes to Financial Statements
 Non-employee Stock Options
  Restricted Stock Units
  Weighted-average
    
    
    Aggregategrant-date
    
    
    intrinsicShares
    
    
    fair value
    
    
    valueOutstanding at January 1, 2007
    
    
    128
    
    
    $
    2.34Awarded
    
    
    3⁄4
    
    
    
    3⁄4Settled
    
    
    3⁄4
    
    
    
    3⁄4Forfeited
    
    
    3⁄4
    
    
    
    3⁄4Outstanding at March 31, 2007
    
    
    128
    
    
    $
    2.34
    
    
    $
    329Vested at March 31, 2007 and
expected to vest
    
    
    128
    
    
    $
    2.34
    
    
    $
    329
  16




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Neose Technologies, Inc.
 Notes to Financial Statements
 13. Collaborative Agreements and Significant Customer Concentration
  Three months endedMarch 31,2007
    
    
    2006Novo NordiskResearch and development funding
    
    $
    556
    
    
    $
    742Substantive milestones
    
    
    
    
    
    
    750License fees
    
    
    148
    
    
    
    104704
    
    
    
    1,596BioGeneriXResearch and development funding
    
    
    519
    
    
    
    671License fees
    
    
    14
    
    
    
    129533
    
    
    
    800$
    1,237
    
    
    $
    2,396
 Novo Nordisk A/S Agreements
   17




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Neose Technologies, Inc.
 Notes to Financial Statements
 BioGeneriX AG Agreements
   14. Restructurings and Employee Severance Costs
 2007 Restructuring
   18




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Neose Technologies, Inc.
 Notes to Financial Statements
  2006 Restructuring
   19




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION ACT OF
1995:
 This report includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are not historical facts and
include, but are not limited to, statements about our plans, objectives, representations and
contentions that typically may be identified by use of terms such as anticipate, believe,
estimate, plan, may, expect, intend, could, potential, and similar expressions,
although some forward-looking statements are expressed differently. These forward-looking
statements include, among others, the statements about our:
 
    
    estimate that our existing cash and cash equivalents, expected proceeds from
collaborations and license agreements, and interest income should be sufficient to meet
our operating and capital requirements at least through the second quarter of 2008;
    
    expected losses;
    
    expectations for future capital requirements;
    
    expectations for increases in operating expenses;
    
    expectations for increases in research and development, and marketing, general and
administrative expenses in order to develop products, procure commercial quantities of
reagents and products, and commercialize our technology;
    
    expectations regarding the scope and expiration of patents;
    
    expectations regarding the timing of non-clinical activities, regulatory meetings
and submissions, as well as the progression of clinical trials, for NE-180 and
GlycoPEG-GCSF;
    
    expectations for the development of long-acting versions of EPO and G-CSF, and
subsequent proprietary drug candidates;
    
    expectations regarding net cash utilization;
    
    expectations for generating revenue; and
    
    expectations regarding the timing and character of new or expanded collaborations
and for the performance of our existing collaboration partners in connection with the
development and commercialization of products incorporating our technology.
 You should be aware that the forward-looking statements included in this report represent
managements current judgment and expectations, but our actual results, events and
 20




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performance could differ materially from those in the forward-looking statements. Potential
risks and uncertainties that could affect our actual results include the following:
 
    
    our ability to obtain the funds necessary for our operations;
    
    our ability to meet forecasted timelines due to internal or external causes;
    
    unfavorable non-clinical and clinical results for our products;
    
    our ability to develop commercial-scale manufacturing processes for our products and
reagents, either independently or in collaboration with others;
    
    the performance of our CROs and CMOs;
    
    our ability to enter into and maintain collaborative arrangements;
    
    our ability to obtain adequate sources of proteins and reagents;
    
    our ability to develop and commercialize products without infringing the patent or
intellectual property rights of others;
    
    our ability to expand and protect our intellectual property and to operate without
infringing the rights of others;
    
    our ability and our collaborators ability to develop and commercialize therapeutic
proteins and our ability to commercialize our technology;
    
    our ability to attract and retain key personnel;
    
    our ability to compete successfully in an intensely competitive field; and
    
    general economic conditions.
 These and other risks and uncertainties that could affect our actual results are discussed in
this report and in our other filings with the SEC, particularly in Item 1A of Part I of our Annual
Report on Form 10-K for the year ended December 31, 2006 in the section entitled Risk Factors.
 Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, events, levels of activity, performance, or
achievements. We do not assume responsibility for the accuracy and completeness of the
forward-looking statements other than as required by applicable law. We do not undertake any duty
to update any of the forward-looking statements after the date of this report to conform them to
actual results, except as required by the federal securities laws.
 You should read this section in combination with the section entitled Managements Discussion
and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2006,
included in our Annual Report on Form 10-K for the year ended December 31, 2006 and in our 2006
Annual Report to Stockholders.
 21




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Overview
      22




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de novo
     Liquidity and Capital Resources
 Overview
   23




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Operating Activities
  Investing Activities
  24




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Financing Activities
 Equity Financing Activities
  Debt Financing Activities
  Note Payable Secured by Insurance Policies
  Term Loan from Landlord
  Equipment Loans
  25




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Capital Lease Obligations
  Operating Leases
  Summary of Contractual Obligations
  Off-Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
  Warrant Liability
 Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock
 26




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Results of Operations
  Revenue from Collaborative Agreements
  Three months endedMarch 31,2007
    
    
    2006Novo NordiskResearch and development funding
    
    $
    556
    
    
    $
    742Substantive milestones
    
    
    
    
    
    
    750License fees
    
    
    148
    
    
    
    104704
    
    
    
    1,596BioGeneriXResearch and development funding
    
    
    519
    
    
    
    671License fees
    
    
    14
    
    
    
    129533
    
    
    
    800$
    1,237
    
    
    $
    2,396
  27




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Research and Development Expense
    28




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Development Stage
    
    StatusGlycoPEGylation:NE-180
    
    Clinical (Phase II)
    
    ActiveGlycoPEG-GCSF
    
    Clinical (Phase I)
    
    ActiveOther protein projects
    
    Research/Preclinical
    
    ActiveOther Glycotechnology Programs:Non-protein therapeutic applications
    
    Research
    
    ActiveNutritional applications
    
    N/A
    
    Evaluatingoutlicensingopportunities
   29




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Three months endedMarch 31,2007
    
    
    2006GlycoPEGylation
    
    $
    6,492
    
    
    $
    4,246Other Glycotechnology Programs
    
    
    35
    
    
    
    152Indirect expenses
    
    
    3,285
    
    
    
    2,913$
    9,812
    
    
    $
    7,311
 GlycoPEGylation
  Other Glycotechnology Programs
  Indirect expenses
   General and Administrative Expense
   30




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Other Income and Expense
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Equity Price Risk
   Foreign Exchange Risk
  31




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Item 4. Controls and Procedures
  Evaluation of disclosure controls and procedures
   Changes in internal control over financial reporting
  32




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PART II. OTHER INFORMATION
 
 Item 6. Exhibits
 10.1
    
    Commercial Premium Finance Agreement and Promissory Note from Neose
Technologies, Inc. to AFCO Credit Corporation dated March 6, 2007. (Exhibit
10.44)(1)10.2
    
    Securities Purchase Agreement by and among Neose Technologies, Inc. and
the purchasers appearing on the signature pages thereto dated March 8, 2007.
(Exhibit 10.1)(2)10.3
    
    Registration Rights Agreement by and among Neose Technologies, Inc. and
the purchasers appearing on the signature pages thereto dated March 8, 2007.
(Exhibit 10.2)(2)10.4
    
    Form of Common Stock Purchase Warrant (U.S.), dated March 8, 2007.
(Exhibit 10.3)(2)10.5
    
    Form of Common Stock Purchase Warrant (Non-U.S.), dated March 8, 2007.
(Exhibit 10.4)(2)10.6*
    
    Amended and Restated Employment Agreement between Neose Technologies, Inc. and George J. Vergis, Ph. D. dated April 30, 2007.10.7*
    
    Form of Change of Control Agreement between Neose Technologies, Inc. and Certain Executive Officers dated April 30, 2007.10.8*
    
    Change of Control Agreement between Neose Technologies, Inc. and Debra J. Poul dated April 30, 2007.31.1*
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2*
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1*
    
    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.
 
 *
    
    Filed herewith.
    
    Compensation plans and arrangements for executives and others.(1)
    
    Filed as an Exhibit to our Annual Report on Form 10-K for the year ended December 31, 2006.(2)
    
    Filed as an Exhibit to our Current Report on Form 8-K filed with the SEC on March 13,
2007. 33




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SIGNATURES
  NEOSE TECHNOLOGIES, INC.Date: May 4, 2007
    
    By:
    
    /s/ A. Brian DavisA. Brian DavisSenior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer and Duly
Authorized Signatory)
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##### Table of Contents



Exhibit Index
 Exhibit
    
    Description10.6
    
    Amended and Restated Employment Agreement between Neose Technologies, Inc. and George J. Vergis. Ph. D. dated April 30, 2007.10.7
    
    Form of Change of Control Agreement
between Neose Technologies, Inc. and Certain Executive Officers dated April 30, 2007.10.8
    
    Change of Control Agreement between
Neose Technologies, Inc. and Debra J. Poul dated April 30, 2007.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    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.
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