##### 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
 For the quarterly period ended June 30, 2008
 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 000-50280
 
 iPayment, Inc.
 (Exact name of registrant as specified in its charter)
www.ipaymentinc.com
 DELAWARE
(State or other jurisdiction of 
incorporation or organization)
    
    62-1847043
(I.R.S. Employer
Identification No.)40 Burton Hills Boulevard, Suite 415
Nashville, Tennessee
(Address of principal executive offices)
    
    37215
(Zip Code)
 Registrants telephone number, including area code (615) 665-1858
 þ o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o o þ
  Title of each class
    
    Shares Outstanding at June 30, 2008(Common stock, $0.01 par value)
    
    100




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##### 



PagePART I  FINANCIAL INFORMATIONItem 1
    
    Financial StatementsConsolidated Balance Sheets as of June 30, 2008 (Unaudited) and December 31, 2007
    
    
    3Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2007
    
    
    4Unaudited Consolidated Statements of Cash Flows for the three and six months ended June 30, 2008 and 2007
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
    
    
    14Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4
    
    Controls and Procedures
    
    
    22PART II  OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    23Item 1A
    
    Risk Factors
    
    
    23Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3
    
    Defaults Upon Senior Securities
    
    
    23Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    23Item 5
    
    Other Information
    
    
    23Item 6
    
    Exhibits and Reports on Form 8-K
    
    
    23SIGNATURES
    
    
    24EXHIBITS
    
    
    25EX-31.1 Section 302 Certification of the CEOEX-31.2 Section 302 Certification of the CFOEX-32.1 Section 906 Certification of the CEOEX-32.2 Section 906 Certification of the CFO
  2




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##### Table of Contents



Part 1.
 
 Item 1. Financial Statements
 
 iPAYMENT, INC.
CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6
    
    
    $
    33Accounts receivable, net of allowance for doubtful accounts of $718 and $768 at
June 30, 2008 and December 31, 2007, respectively
    
    
    25,983
    
    
    
    24,726Prepaid expenses and other current assets
    
    
    2,609
    
    
    
    2,864Investment in merchant advances, net of allowance for doubtful accounts of $823
and $0 at June 30, 2008 and December 31, 2007, respectively
    
    
    10,398
    
    
    
    116Deferred tax assets
    
    
    1,004
    
    
    
    1,004Total current assets
    
    
    40,000
    
    
    
    28,743Restricted cash
    
    
    1,298
    
    
    
    1,266Property and equipment, net
    
    
    4,178
    
    
    
    3,753Intangible assets and other, net of accumulated amortization of $75,825 and $59,109
at June 30, 2008 and December 31, 2007, respectively.
    
    
    195,358
    
    
    
    198,003Goodwill
    
    
    530,126
    
    
    
    518,639Other assets, net
    
    
    15,740
    
    
    
    17,141Total assets
    
    $
    786,700
    
    
    $
    767,545LIABILITIES and STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,556
    
    
    $
    6,005Income taxes payable
    
    
    2,972
    
    
    
    6,301Accrued liabilities and other
    
    
    17,930
    
    
    
    19,406Current portion of long-term debt
    
    
    5,202
    
    
    
    6,899Total current liabilities
    
    
    28,660
    
    
    
    38,611Minority interest in equity of consolidated subsidiaries
    
    
    
    
    
    
    Deferred tax liabilities
    
    
    6,792
    
    
    
    6,602Long-term debt
    
    
    713,003
    
    
    
    690,458Other liabilities
    
    
    13,643
    
    
    
    14,658Total liabilities
    
    
    762,098
    
    
    
    750,329Commitments and contingencies (Note 8)Stockholders equityCommon stock, $0.01 par value; 1,000 shares authorized, 100 shares issued and
outstanding at June 30, 2008, and December 31, 2007, respectively
    
    
    20,055
    
    
    
    20,055Accumulated other comprehensive loss, net of tax benefits of $4,715 and $2,522
at
June 30, 2008, and December 31, 2007, respectively.
    
    
    (7,072
    )
    
    
    (7,354
    )Retained earnings
    
    
    11,619
    
    
    
    4,515Total stockholders equity
    
    
    24,602
    
    
    
    17,216Total liabilities and stockholders equity
    
    $
    786,700
    
    
    $
    767,545
  3




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##### Table of Contents



iPAYMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 Three
    
    
    Three
    
    
    Six
    
    
    SixMonths
    
    
    Months
    
    
    Months
    
    
    MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    212,580
    
    
    $
    192,674
    
    
    $
    398,035
    
    
    $
    370,414Operating expenses:Interchange
    
    
    121,855
    
    
    
    112,440
    
    
    
    230,236
    
    
    
    216,102Other costs of services
    
    
    62,055
    
    
    
    57,743
    
    
    
    117,828
    
    
    
    111,985Selling, general and
administrative
    
    
    4,915
    
    
    
    4,708
    
    
    
    9,733
    
    
    
    11,257Total operating expenses
    
    
    188,825
    
    
    
    174,891
    
    
    
    357,797
    
    
    
    339,344Income from operations
    
    
    23,755
    
    
    
    17,783
    
    
    
    40,238
    
    
    
    31,070Other expense:Interest expense, net
    
    
    14,474
    
    
    
    15,218
    
    
    
    28,786
    
    
    
    30,486Other (income) expense, net
    
    
    (117
    )
    
    
    92
    
    
    
    (115
    )
    
    
    110Income before income taxes
and minority interest in
earnings of consolidated
subsidiary
    
    
    9,398
    
    
    
    2,473
    
    
    
    11,567
    
    
    
    474Income tax provision
    
    
    3,626
    
    
    
    1,133
    
    
    
    4,464
    
    
    
    1,004Minority interest in losses of consolidated
subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155Net income (loss)
    
    $
    5,772
    
    
    $
    1,340
    
    
    $
    7,103
    
    
    $
    (375
    )
  4




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##### Table of Contents



iPAYMENT, INC.
CONSOLIDATED STATEMENTS of CASH FLOWS
 Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2008
    
    
    2007(Unaudited)
    
    
    (Unaudited)Cash flows from operating activitiesNet income (loss)
    
    $
    7,103
    
    
    $
    (375
    )Adjustments to reconcile net income (loss) to net cash provided by operating activitiesDepreciation and amortization
    
    
    17,551
    
    
    
    18,465Noncash interest expense and other
    
    
    1,166
    
    
    
    1,305Changes in assets and liabilities, excluding effects of acquisitions:Accounts receivable
    
    
    (1,257
    )
    
    
    (334
    )Prepaid expenses and other current assets
    
    
    289
    
    
    
    (657
    )Other assets
    
    
    (67
    )
    
    
    (3,014
    )Accounts payable and income taxes payable
    
    
    (6,778
    )
    
    
    (2,127
    )Accrued liabilities and other
    
    
    (2,055
    )
    
    
    (705
    )Net cash provided by operating activities
    
    
    15,952
    
    
    
    12,558Cash flows from investing activitiesChange in restricted cash
    
    
    (32
    )
    
    
    (197
    )Expenditures for property and equipment
    
    
    (904
    )
    
    
    (557
    )Investment in merchant advances, net
    
    
    (10,282
    )
    
    
    Acquisitions of businesses & portfolios, net of cash acquired, and payments related to businesses previously acquired
    
    
    (22,000
    )
    
    
    (8,772
    )Payments for prepaid residual expenses
    
    
    (3,560
    )
    
    
    (483
    )Net cash used in investing activities
    
    
    (36,778
    )
    
    
    (10,009
    )Cash flows from financing activitiesNet borrowings on line of credit
    
    
    26,250
    
    
    
    1,000Repayments of debt
    
    
    (5,451
    )
    
    
    (3,638
    )Net cash provided by (used in) financing activities
    
    
    20,799
    
    
    
    (2,638
    )Net decrease in cash and cash equivalents
    
    
    (27
    )
    
    
    (89
    )Cash and cash equivalents, beginning of period
    
    
    33
    
    
    
    96Cash and cash equivalents, end of period
    
    $
    6
    
    
    $
    7Supplemental disclosure of cash flow information:Cash paid during the period for income taxes
    
    $
    7,468
    
    
    $
    2,904Cash paid during the period for interest
    
    $
    27,289
    
    
    $
    29,365
  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
  Derivative Financial Instruments
 6




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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
     (7) Comprehensive Income (Loss)
  9




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(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
   Bruns v. E-Commerce Exchange Inc., et al,Orange County Superior Court, State of California,
Case No. 00CC02450 (coordinated under the caption TCPA Cases , Los Angeles County Superior
Court, State of California, Case No. JCCO 43500)
    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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##### Table of Contents



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
   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
 Judgment Recovery
Group
  11




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Other
  (9) Restructuring
 Accounting for Costs Associated with Exit or Disposal Activities,
 One-Time Termination Benefits.
 Contract Termination Costs.
 Other Associated Costs.
  Charged toJanuary 1,
    
    
    Costs or
    
    
    
    
    
    
    June 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
 12




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##### Table of Contents



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
 13




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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,
  14




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Reserve for Merchant Losses
 Income Taxes. Accounting for Uncertainty in Income
Taxes  an Interpretation of FASB Statement No. 109
  Minority Interest.
 Consolidation of Variable Interest Entities
 Derivative Financial Instruments.
 15




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Accounting for Derivative Instruments and Hedging Activities
 Components of Revenues and Expenses
  Reporting Revenue Gross as a Principal Versus Net as
an Agent,
    Seasonality Trend
  16




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Off-Balance Sheet Arrangements
  17




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Results of Operations
 Three Months Ended June 30, 2008 (2008) Compared to Three Months Ended June 30, 2007 (2007)
 ChangeThree months ended
    
    
    % of Total
    
    
    Three months ended
    
    
    % of TotalJune 30, 2008
    
    
    Revenue
    
    
    June 30, 2007
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    212,580
    
    
    
    100.0
    %
    
    $
    192,674
    
    
    
    100.0
    %
    
    $
    19,906
    
    
    
    10.3Operating ExpensesInterchange
    
    
    121,855
    
    
    
    57.3
    
    
    
    112,440
    
    
    
    58.4
    
    
    
    9,415
    
    
    
    8.4Other costs of services
    
    
    62,055
    
    
    
    29.2
    
    
    
    57,743
    
    
    
    30.0
    
    
    
    4,312
    
    
    
    7.5Selling, general and administrative
    
    
    4,915
    
    
    
    2.3
    
    
    
    4,708
    
    
    
    2.4
    
    
    
    207
    
    
    
    4.4Total operating expenses
    
    
    188,825
    
    
    
    88.8
    
    
    
    174,891
    
    
    
    90.8
    
    
    
    13,934
    
    
    
    8.0Income from operations
    
    
    23,755
    
    
    
    11.2
    
    
    
    17,783
    
    
    
    9.2
    
    
    
    5,972
    
    
    
    33.6Other expenseInterest expense, net
    
    
    14,474
    
    
    
    6.8
    
    
    
    15,218
    
    
    
    7.9
    
    
    
    (744
    )
    
    
    (4.9
    )Other (income) expense, net
    
    
    (117
    )
    
    
    0.0
    
    
    
    92
    
    
    
    0.0
    
    
    
    (209
    )
    
    
    (227.2
    )Total other expense
    
    
    14,357
    
    
    
    6.8
    
    
    
    15,310
    
    
    
    7.9
    
    
    
    (953
    )
    
    
    (6.2
    )Income (loss) before income taxes
    
    
    9,398
    
    
    
    4.4
    
    
    
    2,473
    
    
    
    1.3
    
    
    
    6,925
    
    
    
    280.0Income tax provision (benefit)
    
    
    3,626
    
    
    
    1.7
    
    
    
    1,133
    
    
    
    0.6
    
    
    
    2,493
    
    
    
    220.0Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    5,772
    
    
    
    2.7
    
    
    $
    1,340
    
    
    
    0.7
    
    
    $
    4,432
    
    
    
    330.7
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 Income Tax
 18




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Six Months Ended June 30, 2008 (2008) Compared to Six Months Ended June 30, 2007 (2007)
 ChangeSix months ended
    
    
    % of Total
    
    
    Six months ended
    
    
    % of TotalJune 30, 2008
    
    
    Revenue
    
    
    June 30, 2007
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    398,035
    
    
    
    100.0
    %
    
    $
    370,414
    
    
    
    100.0
    %
    
    $
    27,621
    
    
    
    7.5Operating ExpensesInterchange
    
    
    230,236
    
    
    
    57.8
    
    
    
    216,102
    
    
    
    58.3
    
    
    
    14,134
    
    
    
    6.5Other costs of services
    
    
    117,828
    
    
    
    29.6
    
    
    
    111,985
    
    
    
    30.2
    
    
    
    5,843
    
    
    
    5.2Selling, general and administrative
    
    
    9,733
    
    
    
    2.4
    
    
    
    11,257
    
    
    
    3.0
    
    
    
    (1,524
    )
    
    
    (13.5
    )Total operating expenses
    
    
    357,797
    
    
    
    89.9
    
    
    
    339,344
    
    
    
    91.6
    
    
    
    18,453
    
    
    
    5.4Income from operations
    
    
    40,238
    
    
    
    10.1
    
    
    
    31,070
    
    
    
    8.4
    
    
    
    9,168
    
    
    
    29.5Other expenseInterest expense, net
    
    
    28,786
    
    
    
    7.2
    
    
    
    30,486
    
    
    
    8.2
    
    
    
    (1,700
    )
    
    
    (5.6
    )Other expense, net
    
    
    (115
    )
    
    
    0.1
    
    
    
    110
    
    
    
    0.0
    
    
    
    (225
    )
    
    
    (204.5
    )Total other expense
    
    
    28,671
    
    
    
    7.2
    
    
    
    30,596
    
    
    
    8.3
    
    
    
    (1,925
    )
    
    
    (6.3
    )Income (loss) before income taxes
    
    
    11,567
    
    
    
    2.9
    
    
    
    474
    
    
    
    0.1
    
    
    
    11,093
    
    
    
    2,340.3Income tax provision (benefit)
    
    
    4,464
    
    
    
    1.1
    
    
    
    1,004
    
    
    
    0.3
    
    
    
    3,460
    
    
    
    344.6Minority interest
    
    
    
    
    
    
    
    
    
    
    155
    
    
    
    0.0
    
    
    
    (155
    )
    
    
    (100.00
    )Net income (loss)
    
    $
    7,103
    
    
    
    1.8
    
    
    $
    (375
    )
    
    
    (0.1
    )
    
    $
    7,478
    
    
    
    (1,994.1
    )
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 Income Tax
 Minority Interest.
 19




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Liquidity and Capital Resources
  Operating activities
    Investing activities
   Financing activities
    20




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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
    
    $
    525,663
    
    
    $
    5,150
    
    
    $
    10,300
    
    
    $
    510,213
    
    
    $
    Senior subordinated notes
    
    
    195,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195,750Interest (1)
    
    
    240,554
    
    
    
    51,372
    
    
    
    96,205
    
    
    
    76,307
    
    
    
    16,670Capital lease obligations
    
    
    85
    
    
    
    52
    
    
    
    33
    
    
    
    
    
    
    
    Operating lease obligations
    
    
    2,670
    
    
    
    1,445
    
    
    
    1,214
    
    
    
    11
    
    
    
    Purchase obligations (2)(3)(4)
    
    
    20,025
    
    
    
    8,817
    
    
    
    8,700
    
    
    
    2,508
    
    
    
    Total contractual obligations
    
    $
    984,747
    
    
    $
    66,836
    
    
    $
    116,452
    
    
    $
    589,039
    
    
    $
    212,420
 
 (1)
    
    Future interest obligations are calculated using current interest
rates on existing debt balances as of June 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.(3)
    
    We are required to pay First Data an annual processing fee related to
our previously purchased FDMS Merchant 21




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##### Table of Contents



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
June 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
 22




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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
  23




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##### Table of Contents



SIGNATURES
  iPayment, Inc.Date: August 11, 2008
    By:
    /s/  Gregrory S. DailyGregory S. DailyChief Executive Officer
(Principal Executive Officer)Date:  August 11, 2008
    By:
    /s/  Clay M. WhitsonClay M. WhitsonChief Financial Officer
(Principal Financial and Accounting Officer) 24




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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.
 25