##### 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 September 30, 2010
 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.
  Delaware
    
    62-1847043(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 40 Burton Hills Boulevard, Suite 415Nashville, Tennessee
    
    37215(Address of principal executive offices)
    
    (Zip Code)
  o þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    

Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 Title of each class
    
    Shares Outstanding at November 12, 2010(Common stock, $0.01 par value)
    
    100




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##### 



PagePART I  FINANCIAL INFORMATIONItem 1Financial StatementsConsolidated Balance Sheets as of September 30, 2010
(Unaudited) and December 31, 2009
    
    
    3Unaudited Consolidated Income Statements for the three and
nine months ended September 30, 2010 and 2009
    
    
    4Unaudited Consolidated Statements of Cash Flows for the
nine months ended September 30, 2010 and 2009
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2Managements Discussion and Analysis of Financial
Condition and Results of Operations (MD&A)
    
    
    12Item 3Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4Controls and Procedures
    
    
    20PART II  OTHER INFORMATIONItem 1Legal Proceedings
    
    
    21Item 1ARisk Factors
    
    
    22Item 2Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3Defaults Upon Senior Securities
    
    
    23Item 5Other Information
    
    
    23Item 6Exhibits
    
    
    23SIGNATURES
    
    
    24EXHIBITS
    
    
    25EX-31.1EX-31.2EX-32.1EX-32.2
  2




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Part 1.
 
 Item 1. Financial Statements
 iPAYMENT, INC.
CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2010
    
    
    2009(Unaudited)
    
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1
    
    
    $
    2Accounts receivable, net of allowance for doubtful accounts of $867 and $857 at
September 30, 2010 and December 31, 2009, respectively
    
    
    23,190
    
    
    
    25,077Prepaid expenses and other current assets
    
    
    1,240
    
    
    
    1,463Deferred tax assets
    
    
    2,353
    
    
    
    2,353Total current assets
    
    
    26,784
    
    
    
    28,895Restricted cash
    
    
    657
    
    
    
    680Property and equipment, net
    
    
    4,919
    
    
    
    4,673Intangible assets and other, net of accumulated amortization of $167,430 and $138,789
at September 30, 2010 and December 31, 2009, respectively
    
    
    140,227
    
    
    
    163,774Goodwill
    
    
    527,978
    
    
    
    527,978Deferred tax assets, net
    
    
    6,149
    
    
    
    8,219Other assets, net
    
    
    11,307
    
    
    
    11,147Total
assets
    
    $
    718,021
    
    
    $
    745,366LIABILITIES and STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,253
    
    
    $
    4,132Income taxes payable
    
    
    8,162
    
    
    
    8,529Accrued interest
    
    
    7,340
    
    
    
    2,725Accrued liabilities and other
    
    
    14,649
    
    
    
    20,110Total current liabilities
    
    
    32,404
    
    
    
    35,496Long-term debt
    
    
    616,430
    
    
    
    651,519Other liabilities
    
    
    5,849
    
    
    
    15,213Total liabilities
    
    
    654,683
    
    
    
    702,228Commitments and contingencies (Note 8)EquityCommon stock, $0.01 par value; 1,000 shares authorized, 100 shares issued and
outstanding at September 30, 2010 and December 31, 2009
    
    
    20,055
    
    
    
    20,055Accumulated other comprehensive loss, net of tax benefits of $1,347 and $4,984
at September 30, 2010 and December 31, 2009, respectively
    
    
    (2,022
    )
    
    
    (7,475
    )Retained earnings
    
    
    45,305
    
    
    
    30,558Total equity
    
    
    63,338
    
    
    
    43,138Total liabilities and equity
    
    $
    718,021
    
    
    $
    745,366
  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 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)
    
    
    (Unaudited)Revenues
    
    $
    175,098
    
    
    $
    182,716
    
    
    $
    518,571
    
    
    $
    543,513Operating expenses:Interchange
    
    
    97,200
    
    
    
    101,975
    
    
    
    286,741
    
    
    
    302,459Other costs of services
    
    
    54,069
    
    
    
    56,151
    
    
    
    160,270
    
    
    
    173,262Selling, general and administrative
    
    
    3,766
    
    
    
    5,145
    
    
    
    10,157
    
    
    
    14,105Total operating expenses
    
    
    155,035
    
    
    
    163,271
    
    
    
    457,168
    
    
    
    489,826Income from operations
    
    
    20,063
    
    
    
    19,445
    
    
    
    61,403
    
    
    
    53,687Other expense:Interest expense, net
    
    
    11,477
    
    
    
    11,559
    
    
    
    34,296
    
    
    
    34,909Other expense, net
    
    
    608
    
    
    
    308
    
    
    
    980
    
    
    
    1,398Income before income taxes
    
    
    7,978
    
    
    
    7,578
    
    
    
    26,127
    
    
    
    17,380Income tax provision
    
    
    2,761
    
    
    
    2,833
    
    
    
    10,380
    
    
    
    6,428Net income
    
    
    5,217
    
    
    
    4,745
    
    
    
    15,747
    
    
    
    10,952Less: Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    (1,004
    )
    
    
    
    
    
    
    (3,196
    )Net income attributable to iPayment, Inc.
    
    $
    5,217
    
    
    $
    3,741
    
    
    $
    15,747
    
    
    $
    7,756
  4




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iPAYMENT, INC.
CONSOLIDATED STATEMENTS of CASH FLOWS
 Nine Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)Cash flows from operating activitiesNet income
    
    $
    15,747
    
    
    $
    10,952Adjustments to reconcile net income to net cash provided by operating
activitiesDepreciation and amortization
    
    
    30,476
    
    
    
    34,897Noncash interest expense
    
    
    1,938
    
    
    
    1,938Loss on disposal of property and equipment
    
    
    278
    
    
    
    Changes in assets and liabilities, excluding effects of acquisitions:Accounts receivable
    
    
    1,887
    
    
    
    1,746Prepaid expenses and other current assets
    
    
    223
    
    
    
    476Other assets
    
    
    (3,822
    )
    
    
    104Accounts payable and income taxes payable
    
    
    (2,246
    )
    
    
    (4,979
    )Accrued interest
    
    
    4,615
    
    
    
    4,384Accrued liabilities and other
    
    
    (5,736
    )
    
    
    (2,460
    )Net cash provided by operating activities
    
    
    43,360
    
    
    
    47,058Cash flows from investing activitiesChange in restricted cash
    
    
    23
    
    
    
    (29
    )Expenditures for property and equipment
    
    
    (2,169
    )
    
    
    (969
    )Investment in merchant advances, net
    
    
    
    
    
    
    4,149Acquisitions of businesses & portfolios, net of cash acquired
    
    
    
    
    
    
    (338
    )Payments related to businesses previously acquired
    
    
    
    
    
    
    (2,734
    )Payments for prepaid residual expenses
    
    
    (4,865
    )
    
    
    (3,386
    )Net cash used in investing activities
    
    
    (7,011
    )
    
    
    (3,307
    )Cash flows from financing activitiesNet (repayments) borrowings on line of credit
    
    
    (10,850
    )
    
    
    3,200Repayments of debt
    
    
    (24,500
    )
    
    
    (47,000
    )Dividends paid to parent company
    
    
    (1,000
    )
    
    
    Distributions to noncontrolling interest in equity of consolidated subsidiary
    
    
    
    
    
    
    (2,640
    )Net cash used in financing activities
    
    
    (36,350
    )
    
    
    (46,440
    )Net decrease in cash and cash equivalents
    
    
    (1
    )
    
    
    (2,689
    )Cash and cash equivalents, beginning of period
    
    
    2
    
    
    
    3,589Cash and cash equivalents, end of period
    
    $
    1
    
    
    $
    900Supplemental disclosure of cash flow information:Cash paid during the period for income taxes
    
    $
    11,897
    
    
    $
    11,538Cash paid during the period for interest
    
    $
    27,743
    
    
    $
    28,587
  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




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Other Costs of Services
  Financial Instruments
  
    
    Level 1: Observable quoted prices in active markets for identical assets and
liabilities.
    
    Level 2: Observable quoted prices for similar assets and liabilities in active
markets, quoted prices for identical or similar instruments in markets that are not
active, and model-based valuation techniques for which all significant assumptions are
observable in the market.
    
    Level 3: Model-based techniques that use at least one significant assumption not
observable in the market. These unobservable assumptions reflect estimates of
assumptions that market participants would use in pricing the asset or liability.
Valuation techniques include use of option pricing models, discounted cash-flow models
and similar techniques.
  Derivative Financial Instruments
  Accounting for Derivative Instruments
and Hedging Activities
 7




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Amortization of Intangible Assets
    Common Stock
  (2) Acquisitions
   (3) Investments
 Payments for Prepaid Residual Expenses
  8




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##### Table of Contents



(4) Long-Term Debt
    
    
    Gregory S. Daily, our Chairman and Chief Executive Officer, Carl A. Grimstad, our
President, and certain other investors (collectively, the Permitted Holders) cease to
beneficially own equity interests in iPayment Holdings, Inc. (Holdings) representing
more than fifty percent of its voting equity interests;
    
    during any period of twelve consecutive months, a majority of Holdings Board of
Directors ceases to be composed of individuals who were members of Holdings Board of
Directors at the beginning of such period or who were elected or nominated by such
members or appointees of such members who constituted at least a majority of the Board
of Directors at the time of such election or nomination;
    
    Gregory S. Daily and certain trusts controlled by Mr. Daily cease to beneficially own
or control at least a majority of the equity interests in Holdings or any parent company
beneficially owned by the Permitted Holders; or
    
    a change of control occurs under the indenture governing our senior subordinated
notes (described below).
  
    
    any person or group other than one or more of the Permitted Holders or a parent
company becomes the beneficial owner of (i) 35% or more of the voting power of our
voting stock and (ii) more of the voting power of our voting stock than that
beneficially owned by the Permitted Holders; or
    
    a majority of the members of our Board of Directors cease to be continuing
directors.
   9




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(5) Segment Information and Geographical Information
  (6) Income Taxes
 Accounting for Income Taxes
     (7) Comprehensive Income (Loss)
   10




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(8) Commitments and Contingencies
 Legal Proceedings
  (9) Recent Accounting Pronouncements
  (10) Related Party Transactions
  (11) Significant Developments
  (12) Subsequent Events
  11




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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
 12




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Revenue and Cost Recognition.
 Reporting Revenue Gross as a Principal Versus Net as
an Agent
  13




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Reserve for Merchant Losses
 Noncontrolling Interest.
 Consolidation of Variable Interest Entities
 Seasonality Trend
  Off-Balance Sheet Arrangements
  14




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Results of Operations
 Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009
 Three months ended
    
    
    %of Total
    
    
    Three months ended
    
    
    %of Total
    
    
    ChangeSeptember 30, 2010
    
    
    Revenue
    
    
    September 30, 2009
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    175,098
    
    
    
    100.0
    %
    
    $
    182,716
    
    
    
    100.0
    %
    
    $
    (7,618
    )
    
    
    (4.2
    )Operating ExpensesInterchange
    
    
    97,200
    
    
    
    55.5
    
    
    
    101,975
    
    
    
    55.8
    
    
    
    (4,775
    )
    
    
    (4.7
    )Other costs of services
    
    
    54,069
    
    
    
    30.9
    
    
    
    56,151
    
    
    
    30.7
    
    
    
    (2,082
    )
    
    
    (3.7
    )Selling, general and
administrative
    
    
    3,766
    
    
    
    2.2
    
    
    
    5,145
    
    
    
    2.8
    
    
    
    (1,379
    )
    
    
    (26.8
    )Total operating expenses
    
    
    155,035
    
    
    
    88.5
    
    
    
    163,271
    
    
    
    89.4
    
    
    
    (8,236
    )
    
    
    (5.0
    )Income from operations
    
    
    20,063
    
    
    
    11.5
    
    
    
    19,445
    
    
    
    10.6
    
    
    
    618
    
    
    
    3.2Other expensesInterest expense, net
    
    
    11,477
    
    
    
    6.6
    
    
    
    11,559
    
    
    
    6.3
    
    
    
    (82
    )
    
    
    (0.7
    )Other expenses, net
    
    
    608
    
    
    
    0.3
    
    
    
    308
    
    
    
    0.2
    
    
    
    300
    
    
    
    97.4Total other expense
    
    
    12,085
    
    
    
    6.9
    
    
    
    11,867
    
    
    
    6.5
    
    
    
    218
    
    
    
    1.8Income before income taxes and earnings
attributable to noncontrolling interests
    
    
    7,978
    
    
    
    4.6
    
    
    
    7,578
    
    
    
    4.1
    
    
    
    400
    
    
    
    5.3Income tax provision
    
    
    2,761
    
    
    
    1.6
    
    
    
    2,833
    
    
    
    1.6
    
    
    
    (72
    )
    
    
    1.0Net Income
    
    
    5,217
    
    
    
    3.0
    
    
    
    4,745
    
    
    
    2.6
    
    
    
    472
    
    
    
    9.9Less: Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (1,004
    )
    
    
    (0.5
    )
    
    
    1,004
    
    
    
    (100.00
    )Net income income attributable to
iPayment, Inc.
    
    $
    5,217
    
    
    
    3.0
    
    
    $
    3,741
    
    
    
    2.0
    
    
    $
    1,476
    
    
    
    39.5
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 Selling, General and Administrative.
 Other Expense.
 15




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Income Tax Noncontrolling Interests in Consolidated Financial Statements
 Noncontrolling Interests.
 Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009
 Nine months ended
    
    
    %of Total
    
    
    Nine months ended
    
    
    %of Total
    
    
    ChangeSeptember 30, 2010
    
    
    Revenue
    
    
    September 30, 2009
    
    
    Revenue
    
    
    Amount
    
    
    %Revenues
    
    $
    518,571
    
    
    
    100.0
    %
    
    $
    543,513
    
    
    
    100.0
    %
    
    $
    (24,942
    )
    
    
    (4.6
    )Operating ExpensesInterchange
    
    
    286,741
    
    
    
    55.3
    
    
    
    302,459
    
    
    
    55.6
    
    
    
    (15,718
    )
    
    
    (5.2
    )Other costs of services
    
    
    160,270
    
    
    
    30.9
    
    
    
    173,263
    
    
    
    31.9
    
    
    
    (12,993
    )
    
    
    (7.5
    )Selling, general and
administrative
    
    
    10,157
    
    
    
    2.0
    
    
    
    14,106
    
    
    
    2.6
    
    
    
    (3,949
    )
    
    
    (28.0
    )Total operating expenses
    
    
    457,168
    
    
    
    88.2
    
    
    
    489,828
    
    
    
    90.1
    
    
    
    (32,660
    )
    
    
    (6.7
    )Income from operations
    
    
    61,403
    
    
    
    11.8
    
    
    
    53,685
    
    
    
    9.9
    
    
    
    7,718
    
    
    
    14.4Other expensesInterest expenses, net
    
    
    34,296
    
    
    
    6.6
    
    
    
    34,909
    
    
    
    6.4
    
    
    
    (613
    )
    
    
    (1.8
    )Other expenses, net
    
    
    980
    
    
    
    0.3
    
    
    
    1,398
    
    
    
    0.3
    
    
    
    (418
    )
    
    
    (29.9
    )Total other expenses
    
    
    35,276
    
    
    
    6.8
    
    
    
    36,307
    
    
    
    6.7
    
    
    
    (1,031
    )
    
    
    (2.8
    )Income before income taxes
    
    
    26,127
    
    
    
    5.0
    
    
    
    17,378
    
    
    
    3.2
    
    
    
    8,749
    
    
    
    50.3Income tax provision
    
    
    10,380
    
    
    
    2.0
    
    
    
    6,428
    
    
    
    1.2
    
    
    
    3,952
    
    
    
    61.5Net Income
    
    
    15,747
    
    
    
    3.0
    
    
    
    10,950
    
    
    
    2.0
    
    
    
    4,797
    
    
    
    43.8Less: Net income attributable to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (3,196
    )
    
    
    (0.6
    )
    
    
    3,196
    
    
    
    (100.00
    )Net income attributable to iPayment, Inc.
    
    $
    15,747
    
    
    
    3.0
    
    
    $
    7,754
    
    
    
    1.4
    
    
    $
    7,993
    
    
    
    103.1
 Revenues.
 Interchange Expenses
 Other Costs of Services.
 16




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Selling, General and Administrative.
 Other Expenses.
 Income Tax Noncontrolling Interests in Consolidated Financial Statements
 Noncontrolling Interests.
 Liquidity and Capital Resources
    Operating activities
  17




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Investing activities
   Financing activities
    Contractual Obligations
  Payments due by periodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    More than 5 years(in thousands)Credit Facility
    
    $
    423,188
    
    
    $
    
    
    
    $
    423,188
    
    
    $
    
    
    
    $
    Senior Subordinated Notes
    
    
    194,500
    
    
    
    
    
    
    
    
    
    
    
    194,500
    
    
    
    Interest (1)
    
    
    97,928
    
    
    
    32,428
    
    
    
    53,648
    
    
    
    11,852
    
    
    
    Operating lease obligations
    
    
    8,926
    
    
    
    1,347
    
    
    
    2,128
    
    
    
    1,783
    
    
    
    3,668Purchase obligations (2)(3)(4)
    
    
    10,713
    
    
    
    5,860
    
    
    
    4,853
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    735,255
    
    
    $
    39,635
    
    
    $
    483,817
    
    
    $
    208,135
    
    
    $
    3,668
 
 (1)
    
    Future interest obligations are calculated using current interest
rates on existing debt balances as of September 30, 2010, 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
transactions processors and third-party service providers.(3)
    
    We are required to pay FDMS an annual processing fee through 2011
related to an FDMS Merchant Portfolio and 18




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the FDMS Agent Bank
Portfolio which fee will be at least $4.3 million in fiscal year
2010, and at least 70% of the amount of such fee paid to FDMS in
2010 in fiscal 2011. The minimum commitment for years after 2010,
included in the table above, is 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, 2010, and are excluded from this
table.  Effects of Inflation
  
 Item 3.
    
    Quantitative and Qualitative Disclosure about Market Risk
     19




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Item 4.
    
    Controls and Procedures
 Evaluation of disclosure controls and procedures
 Changes in internal control over financial reporting
 20




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PART II  OTHER INFORMATION
 Item 1.
    
    Legal Proceedings
 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) (the Bruns Lawsuit) / and related case Truck Insurance
Exchange, v. E-Commerce Exchange, Inc.; et al, Superior Court of Orange County, State of
California, Civil Action No. 30-2010- 00340649 (the TIC Declaratory Action)
   L. Green d/b/a Tisas Cakes v. Northern Leasing Systems, Inc., Online Data Corporation, and
iPayment, Inc., , United States District Court, Eastern District of New York, Case No.
09CV05679-RJD-SMG.
   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 cases; 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 and 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 012624.
  21




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##### Table of Contents



Item 1A.
    
    Risk Factors
  Any new or changes made to laws, regulations, card network rules or other industry standards
affecting our business may have an unfavorable impact on our financial results.
   22




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##### Table of Contents



Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 5.
    
    Other Information
 None
 
 Item 6.
    
    Exhibits
  23




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##### Table of Contents



SIGNATURES
  iPayment, Inc.Date:      November 12, 2010
    By:
    /s/  Gregory S. DailyGregory S. DailyChief Executive Officer
(Principal Executive Officer)Date:      November 12, 2010
    By:
    /s/  Mark C. MonacoMark C. MonacoChief 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(b) 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(b) and 18 U.S.C. 1350 (as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002), filed herewith.
 25