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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 March 31, 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 000-52013
 TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    20-0640002(State or other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)
 5 Penn Plaza (4th Floor)
New York, New York 10001
Telephone: (212) 246-6700
 (Address, zip code, and telephone number, including
area code, of registrants principal executive office.)
 þ o
  o Large accelerated filer
    
    þ Accelerated filer
    
    o Non-accelerated filer
(Do not check if a smaller reporting company)
    
    o Smaller reporting company
  o þ




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##### 



TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 FORM 10-Q
For the Quarter Ended March 31, 2008
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    3Condensed Consolidated Statements of Operations and Statements of Comprehensive Income (Loss) for the three months ended March 31, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    22SIGNATURES
    
    
    23EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
  2




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##### Table of Contents



TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2008 and December 31, 2007
(All figures in $000s, except share data)
(Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,100
    
    
    $
    5,463Accounts receivable (less allowance for doubtful accounts of $3,291 and
$2,797 as of March 31, 2008 and December 31, 2007, respectively)
    
    
    9,977
    
    
    
    8,815Inventory
    
    
    164
    
    
    
    230Prepaid expenses and other current assets
    
    
    5,565
    
    
    
    11,334Total current assets
    
    
    27,806
    
    
    
    25,842Fixed assets, net
    
    
    338,741
    
    
    
    337,152Goodwill
    
    
    50,315
    
    
    
    50,165Intangible assets, net
    
    
    854
    
    
    
    477Deferred tax asset, net
    
    
    46,145
    
    
    
    44,345Deferred membership costs
    
    
    18,014
    
    
    
    17,974Other assets
    
    
    12,938
    
    
    
    12,808Total assets
    
    $
    494,813
    
    
    $
    488,763LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    1,902
    
    
    $
    10,898Accounts payable
    
    
    7,959
    
    
    
    10,891Accrued expenses
    
    
    31,695
    
    
    
    34,186Accrued interest
    
    
    519
    
    
    
    738Corporate income taxes payable
    
    
    4,142
    
    
    
    811Deferred revenue
    
    
    47,173
    
    
    
    41,798Total current liabilities
    
    
    93,390
    
    
    
    99,322Long-term debt
    
    
    307,971
    
    
    
    305,124Deferred lease liabilities
    
    
    63,429
    
    
    
    61,221Deferred revenue
    
    
    6,794
    
    
    
    7,300Other liabilities
    
    
    16,388
    
    
    
    15,613Total liabilities
    
    
    487,972
    
    
    
    488,580Commitments and contingencies (Note 8)Stockholders equity:Common stock, $.001 par value; issued and outstanding 26,385,853 and
26,254,773 shares at March 31, 2008 and December 31, 2007, respectively
    
    
    26
    
    
    
    26Paid-in capital
    
    
    (15,832
    )
    
    
    (16,977
    )Accumulated other comprehensive income (currency translation adjustment)
    
    
    1,516
    
    
    
    814Retained earnings
    
    
    21,131
    
    
    
    16,320Total stockholders equity
    
    
    6,841
    
    
    
    183Total liabilities and stockholders equity
    
    $
    494,813
    
    
    $
    488,763
  3




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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 2008 and 2007
(All figures in $000s except share and per share data)
(Unaudited)
 Three Months Ended March 31,2008
    
    
    2007Revenues:Club operations
    
    $
    124,907
    
    
    $
    114,340Fees and other
    
    
    1,413
    
    
    
    1,037126,320
    
    
    
    115,377Operating Expenses:Payroll and related
    
    
    48,404
    
    
    
    44,751Club operating
    
    
    42,880
    
    
    
    39,364General and administrative
    
    
    8,306
    
    
    
    7,758Depreciation and amortization
    
    
    12,649
    
    
    
    11,091112,239
    
    
    
    102,964Operating income
    
    
    14,081
    
    
    
    12,413Loss on extinguishment of debt
    
    
    
    
    
    
    12,521Interest expense
    
    
    6,514
    
    
    
    7,016Interest income
    
    
    (140
    )
    
    
    (259
    )Equity in the earnings of investees and rental income
    
    
    (447
    )
    
    
    (422
    )Income (loss) before provision (benefit) for
corporate income taxes
    
    
    8,154
    
    
    
    (6,443
    )Provision (benefit) for corporate income taxes
    
    
    3,343
    
    
    
    (2,642
    )Net income (loss)
    
    $
    4,811
    
    
    $
    (3,801
    )Earnings (loss) per share:Basic
    
    $
    0.18
    
    
    $
    (0.15
    )Diluted
    
    $
    0.18
    
    
    $
    (0.15
    )Weighted average number of shares used in
calculating earnings (loss) per share:Basic
    
    
    26,305,828
    
    
    
    25,997,253Diluted
    
    
    26,386,554
    
    
    
    25,997,253Statements of Comprehensive Income (Loss)Net income (loss)
    
    $
    4,811
    
    
    $
    (3,801
    )Foreign currency translation adjustments
    
    
    702
    
    
    
    21Comprehensive income (loss)
    
    $
    5,513
    
    
    $
    (3,780
    )
  4




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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIE
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2008 and 2007
(All figures in $000s)
(Unaudited)
 Three MonthsEnded March 31,2008
    
    
    2007Cash flows from operating activities:Net income (loss)
    
    $
    4,811
    
    
    $
    (3,801
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    12,649
    
    
    
    11,091Non-cash interest expense on Senior Discount Notes
    
    
    3,361
    
    
    
    2,962Loss on extinguishment of debt
    
    
    
    
    
    
    12,521Amortization of debt issuance costs
    
    
    196
    
    
    
    269Noncash rental expense, net of noncash rental income
    
    
    347
    
    
    
    508Compensation expense incurred in connection with stock options
    
    
    221
    
    
    
    169Net changes in certain operating assets and liabilities
    
    
    15,753
    
    
    
    (2,411
    )Increase in deferred tax asset
    
    
    (1,800
    )
    
    
    (2,874
    )Landlord contributions to tenant improvements
    
    
    1,804
    
    
    
    1,131Change in reserve for self-insured liability claims
    
    
    542
    
    
    
    140Increase in deferred membership costs
    
    
    (40
    )
    
    
    (835
    )Other
    
    
    (60
    )
    
    
    11Total adjustments
    
    
    32,973
    
    
    
    22,682Net cash provided by operating activities
    
    
    37,784
    
    
    
    18,881Cash flows from investing activities:Capital expenditures
    
    
    (22,524
    )
    
    
    (19,311
    )Net cash used in investing activities
    
    
    (22,524
    )
    
    
    (19,311
    )Cash flows from financing activities:Proceeds from New Credit Facility
    
    
    
    
    
    
    185,000Costs related to issuance of New Credit Facility
    
    
    
    
    
    
    (2,631
    )Repayment of Senior Notes
    
    
    
    
    
    
    (169,999
    )Premium paid on extinguishment of debt and related costs
    
    
    
    
    
    
    (9,309
    )Repayment of long term borrowings
    
    
    (510
    )
    
    
    (79
    )Repayment of borrowings on Revolving Loan Facility
    
    
    (9,000
    )
    
    
    Change in book overdraft
    
    
    (583
    )
    
    
    (1,230
    )Proceeds from exercise of stock options
    
    
    824
    
    
    
    620Excess tax benefit from stock option exercises
    
    
    102
    
    
    
    515Net cash (used in) provided by financing activities
    
    
    (9,167
    )
    
    
    2,887Effect of exchange rate changes on cash
    
    
    544
    
    
    
    10Net increase in cash and cash equivalents
    
    
    6,637
    
    
    
    2,467Cash and cash equivalents at beginning of period
    
    
    5,463
    
    
    
    6,810Cash and cash equivalents at end of period
    
    $
    12,100
    
    
    $
    9,277Summary of change in certain operating assets and liabilities:Increase in accounts receivable
    
    $
    (1,106
    )
    
    $
    (2,247
    )Decrease in inventory
    
    
    71
    
    
    
    20Decrease in prepaid expenses and other current assets
    
    
    5,757
    
    
    
    933Increase (decrease) in accounts payable, accrued expenses and accrued interest
    
    
    2,849
    
    
    
    (2,510
    )Increase (decrease) in corporate income taxes payable
    
    
    3,331
    
    
    
    (4,197
    )Increase in deferred revenue
    
    
    4,851
    
    
    
    5,590Net changes in certain operating assets and liabilities
    
    $
    15,753
    
    
    $
    (2,411
    )Supplemental disclosures of cash flow information:Cash payments for interest
    
    $
    3,309
    
    
    $
    6,044Cash payments for income taxes
    
    $
    1,722
    
    
    $
    3,915
  5




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TOWN SPORTS INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All figures $000s except share and per share data)
(Unaudited)
 1. Basis of Presentation
    2. Recent Accounting Changes
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities Including an amendment of FASB No. 115
 Business Combinations
 6




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Noncontrolling Interests in Consolidated
Financial Statements  An amendment of ARB No. 51 Consolidated Financial Statements
 Share-Based
Payment.
 3. Long-Term Debt
 March 31,
    
    
    December 31,2008
    
    
    2007($000s)
    
    
    ($000s)Term Loan Facility
    
    $
    183,150
    
    
    $
    183,613Revolving Credit Borrowings
    
    $
    
    
    
    
    9,00011% Senior Discount Notes (Payment-in-Kind Notes)
    
    
    126,671
    
    
    
    123,310Notes payable for acquired businesses
    
    
    52
    
    
    
    99309,873
    
    
    
    316,022Less, current portion to be paid within one year
    
    
    1,902
    
    
    
    10,898Long-term portion
    
    $
    307,971
    
    
    $
    305,124
    7




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4. Earnings (Loss) Per Share
    Three Months EndedMarch 31,(Unaudited)2008
    
    2007Weighted average number of common shares outstanding  basic
    
    
    26,305,828
    
    
    
    25,997,253Effect of diluted stock options
    
    
    80,726
    
    
    
    Weighted average number of common shares outstanding  diluted
    
    
    26,386,554
    
    
    
    25,997,253
 5. Stock-Based Compensation
    Number of
    
    Exercise
    
    Black Scholes
    
    
    
    
    
    Dividend
    
    Risk Free
    
    ExpectedDate
    
    Options
    
    Price
    
    Valuation
    
    Volatility
    
    Yield
    
    Interest Rate
    
    Term (Years)January 2, 2008
    
    
    5,000
    
    
    $
    9.35
    
    
    $
    4.24
    
    
    
    45.9
    %
    
    
    0.0
    %
    
    
    2.71
    %
    
    
    5.50March 4, 2008
    
    
    100,000
    
    
    $
    7.73
    
    
    $
    3.83
    
    
    
    47.0
    %
    
    
    0.0
    %
    
    
    3.00
    %
    
    
    6.25Total
    
    
    105,000
  8




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6. Goodwill and Other Intangibles
    Balance as of December 31, 2007
    
    $
    50,165Changes due to foreign currency exchange rate fluctuations
    
    
    150Balance as of March 31, 2008
    
    $
    50,315
 As of March 31, 2008($000s)Gross Carrying
    
    
    AccumulatedAcquired Intangible Assets
    
    Amount
    
    
    Amortization
    
    
    Net IntangiblesMembership lists
    
    $
    11,481
    
    
    $
    (11,184
    )
    
    $
    297Covenants-not-to-compete
    
    
    1,687
    
    
    
    (1,134
    )
    
    
    553Beneficial lease
    
    
    223
    
    
    
    (219
    )
    
    
    4$
    13,391
    
    
    $
    (12,537
    )
    
    $
    854
 As of December 31, 2007($000s)Gross Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net IntangiblesMembership lists
    
    $
    11,678
    
    
    $
    (11,300
    )
    
    $
    378Covenants-not-to-compete
    
    
    1,151
    
    
    
    (1,059
    )
    
    
    92Beneficial lease
    
    
    223
    
    
    
    (216
    )
    
    
    7$
    13,052
    
    
    $
    (12,575
    )
    
    $
    477
  Aggregate Amortization Expense for the twelve months ending March 31, ($000s)2009
    
    $
    6922010
    
    
    672011
    
    
    672012
    
    
    28$
    854
  9




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7. Income Taxes
 Accounting for
Uncertainty in Income Taxes
   8. Commitments and Contingencies
 Sarah Cruz, et al v. Town Sports International,
dba New York Sports Club
 Carlos Urbina et ano v. 26 Court Street Associates, LLC et al.
  10




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9. Investments in Affiliated Companies
  Three months endedMarch 31,($000s)2008
    
    2007Revenue
    
    $
    900
    
    
    $
    900Income from operations
    
    
    378
    
    
    
    373Net income
    
    
    346
    
    
    
    348
 10. Subsequent Event
  11




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
 Introduction
      
    
    Membership revenue:Our largest sources of revenue are dues and initiation fees paid by
our members. These comprised 81.2% of our total revenue for the three months ended March 31,
2008. We recognize revenue from membership dues in the month when the services are rendered.
Approximately 94.0% of our members pay their monthly dues by Electronic Funds Transfer, or
EFT, while the balance is paid annually in advance. We recognize revenue from initiation
fees over the expected average life of the membership.
    
    Ancillary club revenue:For the three months ended March 31, 2008, we generated 12.8% of
our revenue from personal training and 4.9% of our revenue from other ancillary programs and
services consisting of programming for children, group fitness training and other member
activities, as well as sales of miscellaneous sports products.
  12




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Three Months Ended March 31,2008
    
    
    2007Membership dues
    
    $
    99,183
    
    
    
    78.5
    %
    
    $
    90,984
    
    
    
    78.9
    %Initiation fees
    
    
    3,402
    
    
    
    2.7
    %
    
    
    2,883
    
    
    
    2.5
    %Membership revenue
    
    
    102,585
    
    
    
    81.2
    %
    
    
    93,867
    
    
    
    81.4
    %Personal training revenue
    
    
    16,141
    
    
    
    12.8
    %
    
    
    13,921
    
    
    
    12.0
    %Other ancillary club revenue
    
    
    6,182
    
    
    
    4.9
    %
    
    
    6,552
    
    
    
    5.7
    %Ancillary club revenue
    
    
    22,323
    
    
    
    17.7
    %
    
    
    20,473
    
    
    
    17.7
    %Fees and Other revenue
    
    
    1,412
    
    
    
    1.1
    %
    
    
    1,037
    
    
    
    0.9
    %Total revenue
    
    $
    126,320
    
    
    
    100.0
    %
    
    $
    115,377
    
    
    
    100.0
    %
      Historical Club Growth
  2007
    
    2008Q1
    
    Q2
    
    Q3
    
    Q4
    
    Total
    
    Q1Wholly owned clubs operated at beginning of period
    
    
    147
    
    
    
    150
    
    
    
    150
    
    
    
    152
    
    
    
    147
    
    
    
    159New clubs opened
    
    
    3
    
    
    
    1
    
    
    
    2
    
    
    
    8
    
    
    
    14
    
    
    
    2Clubs acquired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    Clubs closed, relocated, merged or sold
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )
    
    
    (3
    )
    
    
    (1
    )Wholly owned clubs at end of period
    
    
    150
    
    
    
    150
    
    
    
    152
    
    
    
    159
    
    
    
    159
    
    
    
    160Total clubs operated at end of period (1)
    
    
    152
    
    
    
    152
    
    
    
    154
    
    
    
    161
    
    
    
    161
    
    
    
    162
 
 (1)
    
    Includes wholly owned and partly owned clubs. In addition to the
above, as of December 31, 2007 and March 31, 2008, we managed five
university fitness clubs in which we did not have an equity interest. 13




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Comparable Club Revenue
  Results of Operations
  Three MonthsEnded March 312008
    
    2007Revenue
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Payroll and related
    
    
    38.3
    
    
    
    38.8Club operating
    
    
    33.9
    
    
    
    34.1General and administrative
    
    
    6.6
    
    
    
    6.7Depreciation and amortization
    
    
    10.0
    
    
    
    9.688.8
    
    
    
    89.2Operating income
    
    
    11.2
    
    
    
    10.8Loss on extinguishment of debt
    
    
    
    
    
    
    10.9Interest expense
    
    
    5.2
    
    
    
    6.1Interest income
    
    
    (0.1
    )
    
    
    (0.2
    )Equity in the earnings of investees and rental income
    
    
    (0.4
    )
    
    
    (0.4
    )Income (loss) before provision (benefit) for corporate income taxes
    
    
    6.5
    
    
    
    (5.6
    )Provision (benefit) for corporate income taxes
    
    
    2.7
    
    
    
    (2.3
    )Net income (loss)
    
    
    3.8
    %
    
    
    (3.3
    )%
 Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Revenues
   14




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Operating Expenses
  Payroll and related
 Club
operating
 General and administrative
 Depreciation and amortization
 Loss on Extinguishment of Debt
  Interest Expense
  Interest Income
  15




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Provision for Corporate Income Taxes
  Liquidity and Capital Resources
  Operating Activities.
  Investing Activities.
 Financing Activities.
 16




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##### Table of Contents




    
    Making it more difficult to satisfy our obligations;
    
    Increasing our vulnerability to general adverse economic conditions;
    
    Limiting our ability to obtain additional financing to fund future working capital,
capital expenditures, acquisitions of new clubs and other general corporate requirements;
    
    Requiring cash flow from operations for the payment of interest on our credit facility
and reducing our ability to use our cash flow to fund working capital, capital expenditures,
acquisitions of new clubs and general corporate requirements; and
    
    Limiting our flexibility in planning for, or reacting to, changes in our business and the
industry in which we operate.
          17




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Payments Due by Period (in $000s)Less than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLong-Term Debt(1)
    
    $
    397,799
    
    
    $
    1,902
    
    
    $
    32,890
    
    
    $
    34,159
    
    
    $
    328,848Operating Lease Obligations(2)
    
    
    929,631
    
    
    
    76,548
    
    
    
    163,334
    
    
    
    152,952
    
    
    
    536,797Total Contractual Cash Obligations
    
    $
    1,327,430
    
    
    $
    78,450
    
    
    $
    196,224
    
    
    $
    187,111
    
    
    $
    865,645
 Notes:
 
 (1)
    
    The long-term debt contractual cash obligations include principal and interest payment
requirements.(2)
    
    Operating lease obligations include base rent only. Certain leases provide for
additional rent based on real estate taxes, common area maintenance and defined amounts
based on the operating results of the lessee.    Recent Changes in or Recently Issued Accounting Pronouncements
 Fair Value Measurements
 18




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The Fair Value Option for Financial Assets and
Financial Liabilities Including an amendment of FASB No. 115
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements  An amendment of ARB No. 51 Consolidated Financial Statements
 Share-Based
Payment.
 Forward-Looking Statements
  
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
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ITEM 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures:
 Changes in Internal Control Over Financial Reporting:
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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings.
 Sarah Cruz, et al v. Town Sports International,
dba New York Sports Club
 Carlos Urbina et ano v. 26 Court Street Associates, LLC et al.
  
 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.
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Item 6. Exhibits
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SIGNATURES
  TOWN SPORTS INTERNATIONALHOLDINGS, INC.DATE: May 5, 2008By:
    
    /s/ Daniel GallagherDaniel GallagherChief Financial Officer(principal financial, accounting officer)
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INDEX TO EXHIBITS
  Exhibit No.
    
    Description of Exhibit10.1
    
    Letter Agreement, dated January 22, 2008, between the
Registrant and Richard Pyle (incorporated by reference to
Exhibit 10.27 to the Registrants Annual Report on Form 10-K
for the period ended December 31, 2007).10.2
    
    Form of Executive Severance Agreement (incorporated by
reference to Exhibit 10.38 to the Registrants Annual Report
on Form 10-K for the period ended December 31, 2007).10.3
    
    Letter Agreement, dated March 14, 2008, between the Registrant
and Randall Stephen (incorporated by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K/A filed on
March 19, 2008).31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a
- 14(a) and Rule 15d  14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a
- 14(a) and Rule 15d  14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 24