##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the  Securities Exchange
Act of 1934
 For the quarterly period ended March 31, 2006
 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 0-19598
 infoUSA INC.
 
  DELAWARE
    
    47-0751545(State or other jurisdiction of
    
    (I.R.S. Employer Identificationincorporation or organization)
    
    Number)5711 SOUTH 86TH CIRCLE, OMAHA, NEBRASKA
    
    68127(Address of principal executive offices)
    
    (Zip Code)
   
   þ o
  o þ o
 o þ




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##### 



infoUSA INC.
 INDEX
 PART I  FINANCIAL INFORMATIONItem 1. Consolidated Balance Sheets as of March 31, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005
    
    
    4Consolidated Statements of Cash Flows for the Three Months ended March 31, 2006 and 2005
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONItem 6. Exhibits
    
    
    25Signature
    
    
    26Index to Exhibits
    
    
    27Certification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of Chief Executive Officer Pursuant to Section 906Certification of Chief Financial Officer Pursuant to Section 906
  2




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##### Table of Contents



ITEM 1. FINANCIAL STATEMENTS
 infoUSA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
 March 31,
    
    
    December 31,2006
    
    
    2005(UNAUDITED)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    10,523
    
    
    $
    792Marketable securities
    
    
    2,386
    
    
    
    2,050Trade accounts receivable, net of
allowances of $1,297 and $1,292,
respectively
    
    
    35,705
    
    
    
    52,693List brokerage trade accounts receivable
    
    
    42,739
    
    
    
    50,384Deferred income taxes
    
    
    2,464
    
    
    
    3,234Prepaid expenses
    
    
    5,371
    
    
    
    5,386Deferred marketing costs
    
    
    3,848
    
    
    
    2,853Total current assets
    
    
    103,036
    
    
    
    117,392Property and equipment, net
    
    
    48,531
    
    
    
    48,530Goodwill
    
    
    311,744
    
    
    
    313,448Intangible assets, net
    
    
    52,827
    
    
    
    51,268Other assets
    
    
    10,343
    
    
    
    13,129$
    526,481
    
    
    $
    543,767LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    5,434
    
    
    $
    5,644Accounts payable
    
    
    13,488
    
    
    
    12,958List brokerage trade accounts payable
    
    
    36,793
    
    
    
    44,019Accrued payroll expenses
    
    
    19,051
    
    
    
    18,973Accrued expenses
    
    
    4,962
    
    
    
    6,955Income taxes payable
    
    
    1,094
    
    
    
    7,550Deferred revenue
    
    
    76,090
    
    
    
    86,080Total current liabilities
    
    
    156,912
    
    
    
    182,179Long-term debt, net of current portion
    
    
    137,970
    
    
    
    142,362Deferred income taxes
    
    
    21,490
    
    
    
    19,769Other liabilities
    
    
    2,028
    
    
    
    1,590Stockholders equity:Common stock, $.0025 par value. Authorized
295,000,000 shares; 55,301,444
shares issued and 55,142,753
outstanding at March 31, 2006 and
53,957,616 shares issued and 53,747,256
outstanding at December 31, 2005
    
    
    138
    
    
    
    135Paid-in capital
    
    
    124,197
    
    
    
    110,420Retained earnings
    
    
    86,195
    
    
    
    90,631Treasury stock, at cost, 158,691 shares
held at March 31, 2006 and 210,360 held
at December 31, 2005
    
    
    (983
    )
    
    
    (1,297
    )Notes receivable from officers
    
    
    (341
    )
    
    
    (339
    )Accumulated other comprehensive loss
    
    
    (1,125
    )
    
    
    (1,683
    )Total stockholders equity
    
    
    208,081
    
    
    
    197,867$
    526,481
    
    
    $
    543,767
 
 3




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##### Table of Contents



infoUSA INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share amounts)
 THREE MONTHS ENDEDMarch 31,2006
    
    
    2005(UNAUDITED)Net sales
    
    $
    103,070
    
    
    $
    95,095Costs and expenses:Database and production costs
    
    
    25,725
    
    
    
    26,027Selling, general and administrative
    
    
    54,079
    
    
    
    45,166Depreciation and amortization of operating assets
    
    
    3,140
    
    
    
    3,908Amortization of intangible assets
    
    
    4,637
    
    
    
    4,404Total operating costs and expenses
    
    
    87,581
    
    
    
    79,505Operating income
    
    
    15,489
    
    
    
    15,590Other expense, net:Investment income
    
    
    72
    
    
    
    1,320Other charges
    
    
    (315
    )
    
    
    Interest expense
    
    
    (2,805
    )
    
    
    (2,740
    )Other expense, net
    
    
    (3,048
    )
    
    
    (1,420
    )Income before income taxes
    
    
    12,441
    
    
    
    14,170Income taxes
    
    
    4,494
    
    
    
    5,112Net income
    
    $
    7,947
    
    
    $
    9,058Basic earnings per share:Basic earnings per share:
    
    $
    0.15
    
    
    $
    0.17Weighted average shares outstanding:
    
    
    53,866
    
    
    
    53,797Diluted earnings per share:Diluted earnings per share:
    
    $
    0.15
    
    
    $
    0.17Weighted average shares outstanding:
    
    
    54,652
    
    
    
    53,841
 
 4




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infoUSA INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 THREE MONTHS ENDEDMarch 31,2006
    
    
    2005(UNAUDITED)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    7,947
    
    
    $
    9,058Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization of operating assets
    
    
    3,140
    
    
    
    3,908Amortization of intangible assets
    
    
    4,637
    
    
    
    4,404Amortization of deferred financing fees
    
    
    132
    
    
    
    177Deferred income taxes
    
    
    357
    
    
    
    21Non-cash stock compensation expense (benefit)
    
    
    186
    
    
    
    (289
    )Non-cash 401(k) contribution in common stock
    
    
    574
    
    
    
    499Loss (gain) on sale of assets and marketable securities
    
    
    0
    
    
    
    (1,320
    )Non-cash
other charges
    
    
    318
    
    
    
    Non-cash interest earned on notes from officers
    
    
    (4
    )
    
    
    Changes in assets and liabilities, net of effect of acquisitions:Trade accounts receivable
    
    
    17,153
    
    
    
    6,306List brokerage trade accounts receivable
    
    
    7,645
    
    
    
    594Prepaid expenses and other assets
    
    
    2,304
    
    
    
    (3,483
    )Deferred marketing costs
    
    
    (995
    )
    
    
    (1,048
    )Accounts payable
    
    
    523
    
    
    
    (4,458
    )List brokerage trade accounts payable
    
    
    (7,226
    )
    
    
    (422
    )Income taxes receivable and payable, net
    
    
    (6,454
    )
    
    
    (1,715
    )Accrued expenses and other liabilities
    
    
    (12,172
    )
    
    
    (1,487
    )Net cash provided by operating activities
    
    
    18,065
    
    
    
    10,745CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds on sale of marketable securities
    
    
    
    
    
    
    3,633Purchase of marketable securities
    
    
    
    
    
    
    (390
    )Purchases of property and equipment
    
    
    (2,548
    )
    
    
    (1,161
    )Acquisitions of businesses, net of cash acquired
    
    
    (29
    )
    
    
    (8,133
    )Software development costs
    
    
    (1,564
    )
    
    
    (795
    )Net cash used in investing activities
    
    
    (4,141
    )
    
    
    (6,846
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayments of long-term debt
    
    
    (139,602
    )
    
    
    (19,718
    )Proceeds from long-term debt
    
    
    135,000
    
    
    
    19,100Deferred financing costs paid
    
    
    (770
    )
    
    
    (7
    )Dividends paid
    
    
    (12,385
    )
    
    
    (10,646
    )Proceeds from repayment of officer loan
    
    
    1
    
    
    
    Proceeds from exercise of stock options
    
    
    11,231
    
    
    
    1,263Tax benefit related to employee stock options
    
    
    2,104
    
    
    
    Net cash used in financing activities
    
    
    (4,421
    )
    
    
    (10,008
    )Effect of exchange rate fluctuations on cash
    
    
    228
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    9,731
    
    
    
    (6,109
    )Cash and cash equivalents, beginning
    
    
    792
    
    
    
    10,404Cash and cash equivalents, ending
    
    $
    10,523
    
    
    $
    4,295Supplemental cash flow information:Interest paid
    
    $
    2,699
    
    
    $
    2,615Income taxes paid
    
    $
    8,357
    
    
    $
    6,287
 
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infoUSA INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. GENERAL
   Reclassification.
 Stock-Based Compensation Share-Based Payment Accounting for Stock Issued to Employees, Accounting for Stock-Based Compensation
  2. EARNINGS PER SHARE INFORMATION
  Three Months EndedMarch 31,2006
    
    
    2005(In Thousands)Weighted average number of shares used in basic EPS
    
    
    53,866
    
    
    
    53,797Net additional common stock equivalent shares outstanding after
assumed exercise of stock options
    
    
    786
    
    
    
    44Weighted average number of shares outstanding used in diluted EPS
    
    
    54,652
    
    
    
    53,841
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3. SEGMENT INFORMATION
  info
 info
 info
     For The Three Months Ended March 31, 2006infoUSA
    
    Donnelley
    
    Corporate
    
    ConsolidatedGroup
    
    Group
    
    Activities
    
    Total(In thousands)Net sales
    
    $
    38,069
    
    
    $
    65,001
    
    
    $
    
    
    
    $
    103,070Operating income (loss)
    
    
    10,804
    
    
    
    27,157
    
    
    
    (22,472
    )
    
    
    15,489Investment income
    
    
    
    
    
    
    
    
    
    
    72
    
    
    
    72Other charges
    
    
    
    
    
    
    
    
    
    
    (315
    )
    
    
    (315
    )Interest expense
    
    
    
    
    
    
    
    
    
    
    (2,805
    )
    
    
    (2,805
    )Income (loss) before income taxes
    
    
    10,804
    
    
    
    27,157
    
    
    
    (25,520
    )
    
    
    12,441Goodwill
    
    
    41,907
    
    
    
    269,837
    
    
    
    
    
    
    
    311,744
 For The Three Months Ended March 31, 2005infoUSA
    
    Donnelley
    
    Corporate
    
    ConsolidatedGroup
    
    Group
    
    Activities
    
    Total(In thousands)Net sales
    
    $
    37,869
    
    
    $
    57,226
    
    
    $
    
    
    
    $
    95,095Operating income (loss)
    
    
    12,247
    
    
    
    23,019
    
    
    
    (19,676
    )
    
    
    15,590Investment income
    
    
    
    
    
    
    
    
    
    
    1,320
    
    
    
    1,320Interest expense
    
    
    
    
    
    
    
    
    
    
    (2,740
    )
    
    
    (2,740
    )Income (loss) before income taxes
    
    
    12,247
    
    
    
    23,019
    
    
    
    (21,096
    )
    
    
    14,170Goodwill
    
    
    41,180
    
    
    
    261,462
    
    
    
    
    
    
    
    302,642
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4. COMPREHENSIVE INCOME
  For The ThreeMonths EndedMarch 31,
    
    
    March 31,2006
    
    
    2005(In thousands)Net income
    
    $
    7,947
    
    
    $
    9,058Other comprehensive income:Unrealized gain from investments:Unrealized gains
    
    
    155
    
    
    
    1,934Related tax expense
    
    
    (56
    )
    
    
    (696
    )Net
    
    
    99
    
    
    
    1,238Foreign currency translation adjustments:Unrealized gains
    
    
    719
    
    
    
    658Related tax expense
    
    
    (259
    )
    
    
    (237
    )Net
    
    
    460
    
    
    
    421Total other comprehensive income
    
    
    559
    
    
    
    1,659Comprehensive income
    
    $
    8,506
    
    
    $
    10,717
  Foreign
    
    
    
    
    
    
    AccumulatedUnrealized
    
    
    Currency
    
    
    Unrealized
    
    
    OtherLosses from
    
    
    Translation
    
    
    Losses
    
    
    ComprehensivePension Plan
    
    
    Adjustments
    
    
    from Investments
    
    
    Loss(in thousands)Balance at March 31, 2006
    
    $
    (1,018
    )
    
    $
    67
    
    
    $
    (174
    )
    
    $
    (1,125
    )Balance at December 31, 2005
    
    $
    (1,018
    )
    
    $
    (392
    )
    
    $
    (273
    )
    
    $
    (1,683
    )
 5. ACQUISITIONS
    8




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For the three months endedMarch 31,
    
    March 31,2006
    
    2005(In thousands, except pershare amounts)Net sales
    
    $
    103,070
    
    
    $
    99,729Net income
    
    $
    7,947
    
    
    $
    8,443Basic earnings per share
    
    $
    0.15
    
    
    $
    0.16Diluted earnings per share
    
    $
    0.15
    
    
    $
    0.16
 6. SHAREBASED PAYMENT ARRANGEMENTS
     THREE MONTHSENDEDMARCH 31, 2005Net income  as reported
    
    $
    9,058Less: Total share-based employee compensation expense
determined under fair value based method, net of taxes
    
    
    169Net income  pro forma
    
    $
    8,889Basic earnings per share  as reported
    
    
    0.17Basic earnings per share  pro forma
    
    
    0.17Diluted earnings per share  as reported
    
    
    0.17Diluted earnings per share  pro forma
    
    
    0.17
    9




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Three Months
    
    Three MonthsEnded
    
    EndedMarch 31, 2006
    
    March 31, 2005Risk-free interest rate
    
    
    N/A
    
    
    
    4.5
    %Expected dividend yield
    
    
    N/A
    
    
    
    2.06
    %Expected volatility
    
    
    N/A
    
    
    
    64.81
    %Expected term (in years)
    
    
    N/A
    
    
    
    7.0
   Weighted
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    Average
    
    AggregateNumber of
    
    Average
    
    Remaining
    
    IntrinsicOptions
    
    Exercise
    
    Contractual
    
    Value(inShares
    
    Price
    
    Term
    
    thousandsOutstanding beginning of period
    
    
    3,777,969
    
    
    $
    9.10Granted
    
    
    0
    
    
    
    Exercised
    
    
    (1,293,828
    )
    
    
    8.36Forfeited
    
    
    0
    
    
    
    Expired
    
    
    (10,000
    )
    
    
    7.00Outstanding end of period
    
    
    2,474,141
    
    
    
    9.50
    
    
    
    3.18
    
    
    $
    8,600Options exercisable at end of period
    
    
    1,584,608
    
    
    
    8.77
    
    
    
    1.52
    
    
    $
    6,664
  7. RESTRUCTURING CHARGES
   10




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Beginning
    
    Amounts
    
    Amounts From
    
    Amounts
    
    EndingPeriod Ended
    
    Accrual
    
    Expensed
    
    Acquisition
    
    Paid
    
    Accrual(In thousands)March 31, 2006
    
    $
    1,796
    
    
    $
    891
    
    
    $
    
    
    
    $
    1,428
    
    
    $
    1,259
 8. ACQUISITION COSTS
  9. GOODWILL AND OTHER INTANGIBLE ASSETS
  March 31,
    
    
    December 31,2006
    
    
    2005(In thousands)Goodwill
    
    $
    371,303
    
    
    $
    372,460Less accumulated amortization
    
    
    59,559
    
    
    
    59,012$
    311,744
    
    
    $
    313,448Other intangible assets:Non-compete agreements
    
    
    13,534
    
    
    
    13,534Core technology
    
    
    13,839
    
    
    
    13,753Customer base
    
    
    28,346
    
    
    
    24,663Trade names
    
    
    20,118
    
    
    
    19,272Purchased data processing software
    
    
    73,478
    
    
    
    73,478Acquired database costs
    
    
    21,591
    
    
    
    21,591Perpetual software license agreement, net
    
    
    1,133
    
    
    
    1,333Software development costs, net
    
    
    7,705
    
    
    
    7,289Database development costs, net
    
    
    2,519
    
    
    
    1,993Deferred financing costs
    
    
    11,950
    
    
    
    11,180194,213
    
    
    
    188,086Less accumulated amortization
    
    
    141,386
    
    
    
    136,818$
    52,827
    
    
    $
    51,268
 10. PROPERTY AND EQUIPMENT
  March 31,
    
    
    December 31,2006
    
    
    2005(In thousands)Property and equipment
    
    $
    155,042
    
    
    $
    152,297Less accumulated depreciation and amortization
    
    
    106,511
    
    
    
    103,767$
    48,531
    
    
    $
    48,530
 11




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11. CONTINGENCIES
    12. RELATED PARTY TRANSACTIONS
    13. CREDIT FACILITY
  12




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Company Profile
 info info info info
 Business Databases
    
    Consumer Databases 15 Million U.S. and Canadian Businesses
    
     183 Million Consumers 12.5 Million Executives and Professionals
    
     115 Million Households 5.6 Million Small Business Owners
    
     68 Million Homeowners 5 Million Business Addresses with Color Photos
    
     14 Million New Movers Per Year 2.6 Million Brand New Businesses
    
     3.1 Million New Homeowners Per Year 3.6 Million Yellow page Advertisers
    
     1.7 Million Bankruptcies 1.7 Million Bankruptcy Filers
    
     123 Million Occupants 900,000 Global Businesses and 2 Million Executives
    
     50 Million Consumer Email Addresses 600,000 Manufacturers 410,000 Big Businesses 1.5 Million Business Email Addresses 780,000 Medical Professionals 380,000 U.S. Houses of Worship
    13




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##### Table of Contents




    
    Continued migration from one-time use customers to subscription-based customers of
our Internet based services called Salesgenie.com, Credit.net, and SalesLeadsUSA.info.
    
    Continued improvements of the content and accuracy of our database. Adding more
content, such as detailed business descriptions, more executives, hours of operation,
credit cards accepted, UCC filings, URL address and other information.
    
    Expand international business and executive databases.
    
    Increase investments in merchandising, advertising and branding using the mass media,
key word search, and banner advertising.
 Sales & Marketing Strategy
 info Salesgenie.com
 info
 info
 info DM News, Target, Fortune, Forbes Direct USA Today. Salesgenie.com. Salesgenie.ca info
  Salesgenie.com, Credit.net, SalesLeadsUSA.info . . . Subscription Model
 info
 14




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Our Growth Strategy
  info
    Our International Growth Strategy
  15




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##### Table of Contents



RESULTS OF OPERATIONS
  THREE MONTHS
    
    THREE MONTHSENDED
    
    ENDEDMarch 31, 2006
    
    March 31, 2005CONSOLIDATED STATEMENTS OF OPERATIONS DATA:Net sales
    
    
    100
    %
    
    
    100
    %Costs and expenses:Database and production costs
    
    
    25
    
    
    
    27Selling, general and administrative
    
    
    53
    
    
    
    48Depreciation and amortization of operating assets
    
    
    3
    
    
    
    4Amortization of intangible assets
    
    
    4
    
    
    
    5Total costs and expenses
    
    
    85
    
    
    
    84Operating income
    
    
    15
    
    
    
    16Other expense, net
    
    
    (3
    )
    
    
    (1
    )Income before income taxes
    
    
    12
    
    
    
    15Income taxes
    
    
    4
    
    
    
    5Net income
    
    
    8
    %
    
    
    10
    %
 THREE MONTHS
    
    
    THREE MONTHSENDED
    
    
    ENDEDMarch 31, 2006
    
    
    March 31, 2005(in thousands)OTHER DATA:SALES BY SEGMENT:infoUSA Group
    
    $
    38,069
    
    
    $
    37,869Donnelley Group
    
    
    65,001
    
    
    
    57,226Total
    
    $
    103,070
    
    
    $
    95,095SALES BY SEGMENT AS A PERCENTAGE OF NET SALES:infoUSA Group
    
    
    37
    %
    
    
    40
    %Donnelley Group
    
    
    63
    
    
    
    60Total
    
    
    100
    %
    
    
    100
    %
 16




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##### Table of Contents



Net sales
 info info info
  Database and production costs
  Selling, general and administrative expenses
    17




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##### Table of Contents



Depreciation expense
  Amortization expense
  Operating income
  info info info
  Other expense, net
   Income taxes
  Liquidity and Capital Resources
 Overview
  18




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Selected Consolidated Statements of Cash Flows Information
     19




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##### Table of Contents



Selected Consolidated Balance Sheet Information
       Off-Balance Sheet Arrangements
  Accounting Standards
 Share-Based Payments
 Accounting for
Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140
 Accounting for Servicing of Financial Assets-an
amendment of FASB Statement No. 140.
 Inflation
 20




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Factors That May Affect Operating Results
  Our business would be harmed if we do not continue to successfully implement our Internet
strategy.
 info
  
    
    Fail to develop products and services that are well suited to the Internet market;
    
    Experience difficulties that delay or prevent the successful development, introduction
and marketing of these products and services; or
    
    Fail to achieve sufficient traffic to our Internet sites to generate significant
revenues, or to successfully implement electronic commerce operations.
 Our markets are highly competitive and many of our competitors have greater resources than we
do.
   Changes in the direct marketing industry and in the industries in which our customers operate
may adversely affect our business.
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We are leveraged. If we are unable to service our debt as it becomes due, our business would
be harmed.
   Fluctuations in our operating results may result in decreases in the market price of our
common stock.
  If we do not adapt our products and services to respond to changes in technology, they could
become obsolete.
  Our ability to increase our revenues will depend to some extent upon introducing new products and
services, and if the marketplace does not accept these new products and services, our revenues may
decline.
  Changes in laws and regulations relating to data privacy could adversely affect our business.
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Our business would be harmed if we do not successfully integrate future acquisitions.
  
 
  
 
 (a) Evaluation of disclosure controls and procedures
 23




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(b) Changes in internal controls over financial reporting
  24




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31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.32.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 
 *
    
    Filed herewith 25




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SIGNATURES
  infoUSA INC.Date: May 9, 2006
    /s/ Stormy L. DeanStormy L. Dean, Chief Financial Officer 26




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##### Table of Contents



INDEX TO EXHIBITS
 31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.32.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
 
 *
    
    Filed herewith 27