##### Table of Contents



UNITED STATES
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
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 to
 Commission file number 000-50280
 
 iPayment, Inc.
  www.ipaymentinc.com
 DELAWARE
    
    62-1847043(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)40 Burton Hills Boulevard, Suite 415Nashville, Tennessee
    
    37215(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code (615) 665-1858
 þ o
  o  þ  o  o
 o þ
  Title of each class
    
    Shares Outstanding at September 30, 2008(Common stock, $0.01 par value)
    
    100
 1




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##### 



PagePART I  FINANCIAL INFORMATIONItem 1Financial StatementsConsolidated Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007
    
    
    3Unaudited Consolidated Income Statements for the three and nine months ended Septemer 30, 2008 and 2007
    
    
    4Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
    
    
    13Item 3Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1Legal Proceedings
    
    
    22Item 1ARisk Factors
    
    
    22Item 2Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3Defaults Upon Senior Securities
    
    
    22Item 4Submission of Matters to a Vote of Security Holders
    
    
    22Item 5Other Information
    
    
    22Item 6Exhibits and Reports on Form 8-K
    
    
    22SIGNATURES
    
    
    23EXHIBITS
    
    
    24EX-31.1EX-31.2EX-32.1EX-32.2
  2




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##### Table of Contents



Part 1.
 
 Item 1.
    
    Financial Statements
 iPAYMENT, INC.
 
 CONSOLIDATED BALANCE SHEETS
  September 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5
    
    
    $
    33Accounts
receivable, net of allowance for doubtful accounts of $769 and $768 at September 30, 2008 and December 31, 2007, respectively
    
    
    23,771
    
    
    
    24,726Prepaid expenses and other current assets
    
    
    2,282
    
    
    
    2,864Investment
in merchant advances, net of allowance for doubtful accounts of
$1,626 and $0 at September 30, 2008 and December 31, 2007, respectively
    
    
    10,445
    
    
    
    116Deferred tax assets
    
    
    1,004
    
    
    
    1,004Total current assets
    
    
    37,507
    
    
    
    28,743Restricted cash
    
    
    1,295
    
    
    
    1,266Property and equipment, net
    
    
    4,412
    
    
    
    3,753Intangible assets and other, net of accumulated amortization of $84,987 and $59,109
at September 30, 2008 and December 31, 2007, respectively.
    
    
    186,727
    
    
    
    198,003Goodwill
    
    
    532,645
    
    
    
    518,639Other assets, net
    
    
    14,994
    
    
    
    17,141Total assets
    
    $
    777,580
    
    
    $
    767,545LIABILITIES and STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,159
    
    
    $
    6,005Income taxes payable
    
    
    4,064
    
    
    
    6,301Accrued liabilities and other
    
    
    24,414
    
    
    
    19,406Current portion of long-term debt
    
    
    5,173
    
    
    
    6,899Total current liabilities
    
    
    36,810
    
    
    
    38,611Minority interest in equity of consolidated subsidiaries
    
    
    191
    
    
    
    Deferred tax liabilities
    
    
    7,116
    
    
    
    6,602Long-term debt
    
    
    692,353
    
    
    
    690,458Other liabilities
    
    
    12,262
    
    
    
    14,658Total liabilities
    
    
    748,732
    
    
    
    750,329Commitments and contingencies (Note 8)Stockholders equityCommon stock, $0.01 par value; 1,000 shares authorized, 100 shares issued and
outstanding at September 30, 2008, and December 31, 2007, respectively
    
    
    20,055
    
    
    
    20,055Accumulated
other comprehensive loss, net of tax benefits of $4,370 and $2,522 at September 30, 2008, and December 31, 2007, respectively
    
    
    (6,554
    )
    
    
    (7,354
    )Retained earnings
    
    
    15,347
    
    
    
    4,515Total stockholders equity
    
    
    28,848
    
    
    
    17,216Total liabilities and stockholders equity
    
    $
    777,580
    
    
    $
    767,545
  3




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iPAYMENT, INC.
 
 CONSOLIDATED INCOME STATEMENTS
  Three
    
    
    Three
    
    

Nine
    
    

NineMonths
    
    
    Months
    
    
    Months
    
    
    MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    203,653
    
    
    $
    193,599
    
    
    $
    601,688
    
    
    $
    564,013Operating expenses:Interchange
    
    
    116,188
    
    
    
    111,264
    
    
    
    346,425
    
    
    
    327,324Other costs of services
    
    
    62,072
    
    
    
    57,105
    
    
    
    180,883
    
    
    
    169,132Selling, general and administrative
    
    
    4,378
    
    
    
    4,688
    
    
    
    13,128
    
    
    
    15,945Total operating expenses
    
    
    182,638
    
    
    
    173,057
    
    
    
    540,436
    
    
    
    512,401Income from operations
    
    
    21,015
    
    
    
    20,542
    
    
    
    61,252
    
    
    
    51,612Other expense:Interest expense, net
    
    
    14,221
    
    
    
    15,145
    
    
    
    43,007
    
    
    
    45,631Other expense (income), net
    
    
    79
    
    
    
    (360
    )
    
    
    (36
    )
    
    
    (250
    )Income before income taxes and
minority interest in earnings of
consolidated subsidiary
    
    
    6,715
    
    
    
    5,757
    
    
    
    18,281
    
    
    
    6,231Income tax provision
    
    
    2,794
    
    
    
    2,371
    
    
    
    7,258
    
    
    
    3,375Minority interest in (earnings)
losses of consolidated
subsidiaries
    
    
    (191
    )
    
    
    
    
    
    
    (191
    )
    
    
    155Net income
    
    $
    3,730
    
    
    $
    3,386
    
    
    $
    10,832
    
    
    $
    3,011
  4




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iPAYMENT, INC.
 
 CONSOLIDATED STATEMENTS of CASH FLOWS
  Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007(Unaudited)
    
    
    (Unaudited)Cash flows from operating activitiesNet income
    
    $
    10,832
    
    
    $
    3,011Adjustments to reconcile net income to net cash provided by operating activitiesDepreciation and amortization
    
    
    27,216
    
    
    
    27,374Noncash interest expense and other
    
    
    1,815
    
    
    
    1,559Changes in assets and liabilities, excluding effects of acquisitions:Accounts receivable
    
    
    955
    
    
    
    (82
    )Prepaid expenses and other current assets
    
    
    616
    
    
    
    (5
    )Other assets
    
    
    4
    
    
    
    (7,210
    )Accounts payable and income taxes payable
    
    
    (5,083
    )
    
    
    1,896Accrued liabilities and other
    
    
    1,645
    
    
    
    1,366Net cash provided by operating activities
    
    
    38,000
    
    
    
    27,909Cash flows from investing activitiesChange in restricted cash
    
    
    (29
    )
    
    
    (493
    )Expenditures for property and equipment
    
    
    (1,580
    )
    
    
    (827
    )Investment in merchant advances, net
    
    
    (10,329
    )
    
    
    Acquisitions of businesses & portfolios, net of cash acquired, and
payments related to businesses previously acquired
    
    
    (22,063
    )
    
    
    (8,772
    )Payments for prepaid residual expenses
    
    
    (4,060
    )
    
    
    (561
    )Net cash used in investing activities
    
    
    (38,061
    )
    
    
    (10,653
    )Cash flows from financing activitiesNet borrowings on line of credit
    
    
    6,800
    
    
    
    50Repayments of debt
    
    
    (6,767
    )
    
    
    (17,301
    )Net cash provided by (used in) financing activities
    
    
    33
    
    
    
    (17,251
    )Net decrease in cash and cash equivalents
    
    
    (28
    )
    
    
    5Cash and cash equivalents, beginning of period
    
    
    33
    
    
    
    96Cash and cash equivalents, end of period
    
    $
    5
    
    
    $
    101Supplemental disclosure of cash flow information:Cash paid during the period for income taxes
    
    $
    9,099
    
    
    $
    5,924Cash paid during the period for interest
    
    $
    36,283
    
    
    $
    39,183Supplemental schedule of non-cash activities:Accrual of deferred payments for acquisitions of businesses
    
    $
    2,456
    
    
    $
    Non-cash increases in assets (liabilities):Goodwill
    
    $
    2,456
    
    
    $
    
  5




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Notes to Consolidated Financial Statements
 (1) Organization and Business and Basis of Presentation
 Organization and Business
    Basis of Presentation
   Use of Estimates
  Revenue Recognition
 6
    Table of Contents   Derivative Financial Instruments
   Accounting for Derivative Instruments and Hedging Activities
 Amortization of Intangible Assets
    Common Stock
  (2) Acquisitions
  7




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(3) Investments
 Investments in Merchant Advances
 Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring
Loans and Initial Direct Costs of Leases.
 Payments for Prepaid Residual Expenses
  (4) Long-Term Debt
   8




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Accounting for Derivative
Instruments and Hedging Activities
 3
 Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities
  (5) Segment Information and Geographical Information
  (6) Income Taxes
 Accounting for Uncertainty in Income Taxes  an
Interpretation of FASB Statement No. 109
     9




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(7) Comprehensive Income (Loss)
   (8) Commitments and Contingencies
 Litigation
 Robert Aguilard, et al., on behalf of themselves and all persons similarly situated v.
E-Commerce Exchange, Inc., A-1 Leasing LLC, and Duvera Billing Services, et al , Civil Action
No. 05CC02794  State of California, Superior Court of Orange County
    NPMG Acquisition Sub/American Arbitration Association Demand for Arbitration,Case Number:
Re: 76 489 Y 00188 07 WYGI) (the Arbitration Action)
 (and related matters)
 GMPN, INC and LANCE O. MORRIS v. BRIAN PETERSON et al, and related Counterclaim and
Intervention Complaint, SUPERIOR COURT OF ARIZONA, MARICOPA COUNTY, Case No: CV2007-006404 (the
GMPN Lawsuit)
  10




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Colin Hill v. CardPayment Solutions, L.L.C. and Zachary Daniels,Circuit Court in and for the
Sixth Judicial Circuit, in and for Pinellas County, Florida , Case No. 06-8669-CI-0792 (Florida
Action)
 (and related matter)
 Colin Hill v. CardPayment Solutions, L.L.C.,Circuit Court for Davidson County, 20th Judicial
District, State of Tennessee , Case No. 08-C3284 (Tennessee Action)
 Circuit Court for Davidson County, 20th Judicial District, State of Tennessee, Case
No. 08-C3284,
 Sharyns Jewelers, LLC v. iPayment, Inc., iPayment of Valencia, Vericomm and JP Morgan
Chase Bank , General Court of Justice, Superior Court Division, County of Carteret, State of
North Carolina, File No.: 05-CVS-92/and related case Judgment Recovery Group, LLC, as
assignee of Sharyns Jewelers, LLC, v. iPayment, Inc., iPayment of Valencia, Vericomm, and JP
Morgan Chase Bank, Superior Court of the State of California, County of Los Angeles, Case No.:
PS 009919
   Other
  (9) Restructuring
 Accounting for Costs Associated with Exit or Disposal Activities,
 11




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One-Time Termination Benefits.
 Contract Termination Costs.
 Other Associated Costs.
  Charged toJanuary 1,
    
    
    Costs or
    
    
    
    
    
    
    September 30,2008
    
    
    Expenses
    
    
    Deductions
    
    
    2008One-time termination benefits
    
    $
    1
    
    
    $
    
    
    
    $
    1
    
    
    $
    Contract termination costs
    
    
    11
    
    
    
    
    
    
    
    11
    (1)
    
    
    Other associated costs
    
    
    11
    
    
    
    
    
    
    
    11
    (2)
    
    
    $
    23
    
    
    $
    
    
    
    $
    23
    
    
    $
    
 
 (1)
    
    Payments of contract termination costs(2)
    
    Payments of other associated costs (10) Recent Accounting Pronouncements
 Fair Value Measurements Effective Date of FASB Statement No. 157,
 The Fair Value Option for Financial Assets and
Liabilities  Including an amendment of FASB Statement No. 115,
 Business Combinations Business Combinations
 (11) Subsequent Events
  12




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
 Forward-Looking Statements May Prove Inaccurate
  Executive Overview
   Critical Accounting Policies
  Accounting for Goodwill and Intangible Assets. Goodwill and Other Intangible Assets,
  13




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Reserve for Merchant Losses
  Income Taxes. Accounting for Uncertainty in Income
Taxes  an Interpretation of FASB Statement No. 109
  14




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Minority Interest.
 Consolidation of Variable Interest Entities
 Derivative Financial Instruments. Accounting for Derivative Instruments and Hedging Activities
 Components of Revenues and Expenses
  Reporting Revenue Gross as a Principal Versus Net as
an Agent,
   15




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Seasonality Trend
  Off-Balance Sheet Arrangements
  16




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Results of Operations
 Three Months Ended September 30, 2008 (2008) Compared to Three Months Ended September 30, 2007 (2007)
 ChangeThree months ended
    
    
    % of Total
    
    
    Three months ended
    
    
    % of TotalSeptember 30, 2008
    
    
    Revenue
    
    
    September 30, 2007
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    203,653
    
    
    
    100.0
    %
    
    $
    193,599
    
    
    
    100.0
    %
    
    $
    10,054
    
    
    
    5.2Operating ExpensesInterchange
    
    
    116,188
    
    
    
    57.1
    
    
    
    111,264
    
    
    
    57.5
    
    
    
    4,924
    
    
    
    4.4Other costs of services
    
    
    62,072
    
    
    
    30.5
    
    
    
    57,105
    
    
    
    29.5
    
    
    
    4,967
    
    
    
    8.7Selling, general and
administrative
    
    
    4,378
    
    
    
    2.1
    
    
    
    4,688
    
    
    
    2.4
    
    
    
    (310
    )
    
    
    (6.6
    )Total operating expenses
    
    
    182,638
    
    
    
    89.7
    
    
    
    173,057
    
    
    
    89.4
    
    
    
    9,581
    
    
    
    5.5Income from operations
    
    
    21,015
    
    
    
    10.3
    
    
    
    20,542
    
    
    
    10.6
    
    
    
    473
    
    
    
    2.3Other expenseInterest expense, net
    
    
    14,221
    
    
    
    7.0
    
    
    
    15,145
    
    
    
    7.8
    
    
    
    (924
    )
    
    
    (6.1
    )Other expense (income), net
    
    
    79
    
    
    
    0.1
    
    
    
    (360
    )
    
    
    (0.2
    )
    
    
    439
    
    
    
    (121.9
    )Total other expense
    
    
    14,300
    
    
    
    7.0
    
    
    
    14,785
    
    
    
    7.6
    
    
    
    (485
    )
    
    
    (3.3
    )Income before income taxes
    
    
    6,715
    
    
    
    3.3
    
    
    
    5,757
    
    
    
    3.0
    
    
    
    958
    
    
    
    16.6Income tax provision
    
    
    2,794
    
    
    
    1.4
    
    
    
    2,371
    
    
    
    1.2
    
    
    
    423
    
    
    
    17.8Minority interest
    
    
    (191
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    (191
    )
    
    
    Net income
    
    $
    3,730
    
    
    
    1.8
    
    
    $
    3,386
    
    
    
    1.7
    
    
    $
    344
    
    
    
    10.2
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 Income Tax
 Minority Interest.
 17




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Nine Months Ended September 30, 2008 (2008) Compared to Nine Months Ended September 30, 2007 (2007)
 ChangeNine months ended
    
    
    % of Total
    
    
    Nine months ended
    
    
    % of TotalSeptember 30, 2008
    
    
    Revenue
    
    
    September 30, 2007
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    601,688
    
    
    
    100.0
    %
    
    $
    564,013
    
    
    
    100.0
    %
    
    $
    37,675
    
    
    
    6.7Operating ExpensesInterchange
    
    
    346,425
    
    
    
    57.6
    
    
    
    327,324
    
    
    
    58.0
    
    
    
    19,101
    
    
    
    5.8Other costs of services
    
    
    180,883
    
    
    
    30.1
    
    
    
    169,132
    
    
    
    30.0
    
    
    
    11,751
    
    
    
    6.9Selling, general and
administrative
    
    
    13,128
    
    
    
    2.2
    
    
    
    15,945
    
    
    
    2.8
    
    
    
    (2,817
    )
    
    
    (17.7
    )Total operating expenses
    
    
    540,436
    
    
    
    89.8
    
    
    
    512,401
    
    
    
    90.8
    
    
    
    28,035
    
    
    
    5.5Income from operations
    
    
    61,252
    
    
    
    10.2
    
    
    
    51,612
    
    
    
    9.2
    
    
    
    9,640
    
    
    
    18.7Other expenseInterest expense, net
    
    
    43,007
    
    
    
    7.1
    
    
    
    45,631
    
    
    
    8.1
    
    
    
    (2,624
    )
    
    
    (5.8
    )Other income, net
    
    
    (36
    )
    
    
    0.1
    
    
    
    (250
    )
    
    
    (0.0
    )
    
    
    214
    
    
    
    (85.6
    )Total other expense
    
    
    42,971
    
    
    
    7.1
    
    
    
    45,381
    
    
    
    8.0
    
    
    
    (2,410
    )
    
    
    (5.3
    )Income before income taxes
    
    
    18,281
    
    
    
    3.0
    
    
    
    6,231
    
    
    
    1.1
    
    
    
    12,050
    
    
    
    193.4Income tax provision
    
    
    7,258
    
    
    
    1.2
    
    
    
    3,375
    
    
    
    0.6
    
    
    
    3,883
    
    
    
    115.1Minority interest
    
    
    (191
    )
    
    
    (0.0
    )
    
    
    155
    
    
    
    0.0
    
    
    
    (346
    )
    
    
    (223.23
    )Net income
    
    $
    10,832
    
    
    
    1.8
    
    
    $
    3,011
    
    
    
    0.5
    
    
    $
    7,821
    
    
    
    259.7
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 Income Tax
 Minority Interest.
 18




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Liquidity and Capital Resources
  Operating activities
    Investing activities
   Financing activities
    19




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Accounting for
Derivative Instruments and Hedging Activities
 3
 Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities
  Contractual Obligations
  Payments due by periodLess than 1
    
    
    
    
    
    
    
    
    
    
    More than 5Contractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsNew Facility
    
    $
    504,925
    
    
    $
    5,150
    
    
    $
    10,300
    
    
    $
    489,475
    
    
    $
    Senior subordinated notes
    
    
    194,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194,500Interest (1)
    
    
    233,949
    
    
    
    49,937
    
    
    
    93,445
    
    
    
    73,974
    
    
    
    16,593Capital lease obligations
    
    
    56
    
    
    
    29
    
    
    
    27
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    2,408
    
    
    
    1,450
    
    
    
    910
    
    
    
    48
    
    
    
    Purchase obligations (2)(3)(4)
    
    
    19,272
    
    
    
    8,064
    
    
    
    8,700
    
    
    
    2,508
    
    
    
    Total contractual obligations
    
    $
    955,110
    
    
    $
    64,630
    
    
    $
    113,382
    
    
    $
    566,005
    
    
    $
    211,093
 (1)
    
    Future interest obligations are calculated using current interest rates on existing debt balances as of September 30, 2008, and assume no
principal reduction other than mandatory principal repayments in accordance with the terms of the debt instruments as described in Note 4 in our
consolidated financial statements.(2)
    
    Purchase obligations represent costs of contractually guaranteed minimum processing volumes with certain of our third-party transaction processors.
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(3)
    
    We are required to pay First Data an annual processing fee related to our previously purchased FDMS Merchant Portfolio and the FDMS Agent Bank
Portfolio of at least $10.3 million in fiscal 2008, and for each subsequent year through 2011 of at least 70% of the amount of the processing fee
paid during the immediately preceding year. The minimum commitments for years after 2008, included in the table above are based on the preceding
year minimum amounts. The actual minimum commitments for such years may vary based on actual results in preceding years.(4)
    
    We have agreed to utilize First Data to process at least 75% of our consolidated transaction sales volume in any calendar year through 2011. The
minimum commitments for such years are not calculable as of September 30, 2008, and are excluded from this table.
  Effects of Inflation
  
 Item 3.
    
    Quantitative and Qualitative Disclosure about Market Risk
    
 Item 4.
    
    Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal control over financial reporting
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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 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
  
 Item 6.
    
    Exhibits and Reports on Form 8-K
  22




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##### Table of Contents



SIGNATURES
  iPayment, Inc.Date:      November 10, 2008
    By:
    /s/  Gregrory S. DailyGregory S. DailyChief Executive Officer
(Principal Executive Officer)Date:      November 10, 2008
    By:
    /s/  Clay M. WhitsonClay M. WhitsonChief Financial Officer
(Principal Financial and Accounting Officer) 23




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a  14(a) (as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002), filed herewith.31.2
    
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act
Rule 13a  14(a) (as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002), filed herewith.32.1
    
    
    Certification of Chief Executive Officer pursuant to Securities Exchange Act
Rule 13a  14(a) and 18 U.S.C. 1350 (as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002), filed herewith.32.2
    
    
    Certification of Chief Financial Officer pursuant to Securities Exchange Act
Rule 13a  14(a) and 18 U.S.C. 1350 (as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002), filed herewith.
 24