##### Table of Contents



United States
Securities and Exchange Commission
 Washington, DC 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 July 31, 2010.
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number 0-23874
 Jos. A. Bank Clothiers, Inc.
  Delaware
    
    36-3189198(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. EmployerIdentification Number)500 Hanover Pike, Hampstead, MD
    
    21074-2095(Address of Principal Executive Offices)
    
    (Zip Code)
 410-239-2700
 None
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
 o þ
  Class
    
    Outstanding as of August 25, 2010Common Stock, $.01 par value
    
    27,526,201




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##### 



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 Page No.Part I. Financial InformationItem 1. Unaudited Condensed Consolidated Financial Statements
    
    
    3Condensed Consolidated Statements of Income  Three and Six Months ended
August 1, 2009 and July 31, 2010
    
    
    3Condensed Consolidated Balance Sheets  as of January 30, 2010 and July 31, 2010
    
    
    4Condensed Consolidated Statements of Cash Flows  Three and Six Months ended
August 1, 2009 and July 31, 2010
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Part II. Other Information
    
    
    23Item 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    25Signature
    
    
    25Exhibit Index
    
    
    26Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 10.4Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Unaudited Condensed Consolidated Financial Statements
 JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Income
   Three Months Ended
    
    
    Six Months EndedAugust 1, 2009
    
    
    July 31, 2010
    
    
    August 1, 2009
    
    
    July 31, 2010Net sales
    
    $
    167,735
    
    
    $
    188,412
    
    
    $
    329,660
    
    
    $
    366,537Cost of goods sold
    
    
    64,558
    
    
    
    70,082
    
    
    
    128,029
    
    
    
    134,891Gross profit
    
    
    103,177
    
    
    
    118,330
    
    
    
    201,631
    
    
    
    231,646Operating expenses:Sales and marketing, including occupancy costs
    
    
    67,684
    
    
    
    73,748
    
    
    
    132,629
    
    
    
    144,267General and administrative
    
    
    14,811
    
    
    
    17,175
    
    
    
    29,471
    
    
    
    33,911Total operating expenses
    
    
    82,495
    
    
    
    90,923
    
    
    
    162,100
    
    
    
    178,178Operating income
    
    
    20,682
    
    
    
    27,407
    
    
    
    39,531
    
    
    
    53,468Other income (expense):Interest income
    
    
    92
    
    
    
    159
    
    
    
    161
    
    
    
    274Interest expense
    
    
    (110
    )
    
    
    (5
    )
    
    
    (208
    )
    
    
    (95
    )Total other income (expense)
    
    
    (18
    )
    
    
    154
    
    
    
    (47
    )
    
    
    179Income before provision for income taxes
    
    
    20,664
    
    
    
    27,561
    
    
    
    39,484
    
    
    
    53,647Provision for income taxes
    
    
    8,152
    
    
    
    11,082
    
    
    
    15,517
    
    
    
    21,360Net income
    
    $
    12,512
    
    
    $
    16,479
    
    
    $
    23,967
    
    
    $
    32,287Per share information:Earnings per share:Basic
    
    $
    0.46
    
    
    $
    0.60
    
    
    $
    0.87
    
    
    $
    1.17Diluted
    
    $
    0.45
    
    
    $
    0.59
    
    
    $
    0.86
    
    
    $
    1.16Weighted average shares outstanding:Basic
    
    
    27,437
    
    
    
    27,527
    
    
    
    27,437
    
    
    
    27,527Diluted
    
    
    27,781
    
    
    
    27,827
    
    
    
    27,769
    
    
    
    27,823
   3




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
  January 30, 2010
    
    
    July 31, 2010(Audited)
    
    
    (Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    21,853
    
    
    $
    89,495Short-term investments
    
    
    169,736
    
    
    
    114,691Accounts receivable, net
    
    
    5,860
    
    
    
    8,171Inventories:Finished goods
    
    
    209,443
    
    
    
    213,005Raw materials
    
    
    8,878
    
    
    
    13,040Total inventories
    
    
    218,321
    
    
    
    226,045Prepaid expenses and other current assets
    
    
    16,035
    
    
    
    16,590Total current assets
    
    
    431,805
    
    
    
    454,992NONCURRENT ASSETS:Property, plant and equipment, net
    
    
    124,139
    
    
    
    131,089Other noncurrent assets
    
    
    420
    
    
    
    554Total assets
    
    $
    556,364
    
    
    $
    586,635LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    18,225
    
    
    $
    32,158Accrued expenses
    
    
    85,256
    
    
    
    72,644Deferred tax liability  current
    
    
    5,064
    
    
    
    5,067Total current liabilities
    
    
    108,545
    
    
    
    109,869NONCURRENT LIABILITIES:Deferred rent
    
    
    51,853
    
    
    
    49,535Deferred tax liability  noncurrent
    
    
    1,608
    
    
    
    247Other noncurrent liabilities
    
    
    1,048
    
    
    
    1,174Total liabilities
    
    
    163,054
    
    
    
    160,825COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock
    
    
    183
    
    
    
    274Additional paid-in capital
    
    
    83,249
    
    
    
    83,462Retained earnings
    
    
    309,823
    
    
    
    342,019Accumulated other comprehensive income
    
    
    55
    
    
    
    55Total stockholders equity
    
    
    393,310
    
    
    
    425,810Total
liabilities and stockholders equity
    
    $
    556,364
    
    
    $
    586,635
   4




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
   Six Months EndedAugust 1, 2009
    
    
    July 31, 2010Cash flows from operating activities:Net income
    
    $
    23,967
    
    
    $
    32,287Adjustments
to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    10,896
    
    
    
    11,802Loss on disposals of property, plant and equipment
    
    
    66
    
    
    
    91Non-cash equity compensation
    
    
    
    
    
    
    234Increase (decrease) in deferred taxes
    
    
    225
    
    
    
    (1,358
    )Net (increase) in operating working capital and other components
    
    
    (24,773
    )
    
    
    (17,988
    )Net cash provided by operating activities
    
    
    10,381
    
    
    
    25,068Cash flows from investing activities:Capital expenditures
    
    
    (7,413
    )
    
    
    (12,471
    )Net (purchases) maturities of short-term investments
    
    
    (64,879
    )
    
    
    55,045Net cash provided by (used in) investing activities
    
    
    (72,292
    )
    
    
    42,574Cash flows from financing activities:
    
    
    
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (61,911
    )
    
    
    67,642Cash and cash equivalents  beginning of period
    
    
    122,875
    
    
    
    21,853Cash and cash equivalents  end of period
    
    $
    60,964
    
    
    $
    89,495
   5




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  1.
    
    BASIS OF PRESENTATION
    Fiscal year 2005
    
    January 28, 2006Fiscal year 2006
    
    February 3, 2007Fiscal year 2007
    
    February 2, 2008Fiscal year 2008
    
    January 31, 2009Fiscal year 2009
    
    January 30, 2010Fiscal year 2010
    
    January 29, 2011
   2.
    
    SIGNIFICANT ACCOUNTING POLICIES
 Cash and Cash Equivalents
 Short-term Investments
 Inventories
 Vendor Rebates
  6




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Landlord Contributions
 Gift Cards and Certificates
 Recently Issued Accounting Standards
   7




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3.
    
    SUPPLEMENTAL CASH FLOW DISCLOSURE
  Six Months EndedAugust 1, 2009
    
    
    July 31, 2010(In Thousands)(Increase) decrease in accounts receivable
    
    $
    384
    
    
    $
    (2,311
    )(Increase) in inventories
    
    
    (16,804
    )
    
    
    (7,724
    )(Increase) decrease in prepaids and other assets
    
    
    3,323
    
    
    
    (689
    )Increase in accounts payable
    
    
    4,517
    
    
    
    13,933(Decrease) in accrued expenses
    
    
    (15,317
    )
    
    
    (19,005
    )(Decrease) in deferred rent and other noncurrent liabilities
    
    
    (876
    )
    
    
    (2,192
    )Net (increase) in operating working capital and other components
    
    $
    (24,773
    )
    
    $
    (17,988
    )
  Six Months EndedAugust 1, 2009
    
    
    July 31, 2010(In Thousands)Interest paid
    
    $
    155
    
    
    $
    92Income taxes paid
    
    $
    25,946
    
    
    $
    37,793
  4.
    
    EARNINGS PER SHARE
  Three Months Ended
    
    
    Six Months EndedAugust 1, 2009
    
    
    July 31, 2010
    
    
    August 1, 2009
    
    
    July 31, 2010(In Thousands)Weighted average shares
outstanding for basic EPS
    
    
    27,437
    
    
    
    27,527
    
    
    
    27,437
    
    
    
    27,527Dilutive effect of common stock
equivalents
    
    
    344
    
    
    
    300
    
    
    
    332
    
    
    
    296Weighted average shares
outstanding for diluted EPS
    
    
    27,781
    
    
    
    27,827
    
    
    
    27,769
    
    
    
    27,823
  8




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5.
    
    INCOME TAXES
       9




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6.
    
    SEGMENT REPORTING
     10




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Three months ended July 31, 2010
 Stores
    
    
    Direct Marketing
    
    
    Corporate and Other
    
    
    TotalNet sales (a)
    
    $
    169,784
    
    
    $
    15,638
    
    
    $
    2,990
    
    
    $
    188,412Depreciation and amortization
    
    
    5,075
    
    
    
    113
    
    
    
    758
    
    
    
    5,946Operating income (loss)(b)
    
    
    40,230
    
    
    
    6,160
    
    
    
    (18,983
    )
    
    
    27,407Capital expenditures (c)
    
    
    4,936
    
    
    
    872
    
    
    
    2,685
    
    
    
    8,493
 Three months ended August 1, 2009
 Stores
    
    
    Direct Marketing
    
    
    Corporate and Other
    
    
    TotalNet sales (a)
    
    $
    151,040
    
    
    $
    13,917
    
    
    $
    2,778
    
    
    $
    167,735Depreciation and amortization
    
    
    4,824
    
    
    
    9
    
    
    
    630
    
    
    
    5,463Operating income (loss) (b)
    
    
    30,860
    
    
    
    5,570
    
    
    
    (15,748
    )
    
    
    20,682Capital expenditures (c)
    
    
    1,922
    
    
    
    182
    
    
    
    367
    
    
    
    2,471
 Six months ended July 31, 2010
 Stores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    329,596
    
    
    $
    30,974
    
    
    $
    5,967
    
    
    $
    366,537Depreciation and amortization
    
    
    10,144
    
    
    
    228
    
    
    
    1,430
    
    
    
    11,802Operating income (loss) (b)
    
    
    78,085
    
    
    
    12,481
    
    
    
    (37,098
    )
    
    
    53,468Capital expenditures (c)
    
    
    7,340
    
    
    
    919
    
    
    
    4,212
    
    
    
    12,471
 Six months ended August 1, 2009
 Stores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    294,811
    
    
    $
    29,343
    
    
    $
    5,506
    
    
    $
    329,660Depreciation and amortization
    
    
    9,604
    
    
    
    20
    
    
    
    1,272
    
    
    
    10,896Operating income (loss) (b)
    
    
    58,356
    
    
    
    12,022
    
    
    
    (30,847
    )
    
    
    39,531Capital expenditures (c)
    
    
    5,900
    
    
    
    846
    
    
    
    667
    
    
    
    7,413
 
 (a)
    
    Stores net sales represent all Full-line Store sales. Direct Marketing net sales
represent catalog call center and Internet sales. Net sales from segments below the GAAP
quantitative thresholds are attributable primarily to three operating segments of the
Company. Those segments are factory stores, franchise stores and regional tailor shops.
None of these segments have ever met any of the quantitative thresholds for determining
reportable segments and are included in Corporate and Other.  11




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(b)
    
    Operating income (loss) for the Stores and Direct Marketing segments represents profit
before allocations of overhead from the corporate office and the distribution centers,
interest and income taxes (four wall contribution). Total Company shipping costs to
customers of approximately $3.2 million and $2.0 million for the second quarters of fiscal
years 2010 and 2009, respectively, and approximately $5.5 million and $3.7 million for the
first six months of fiscal years 2010 and 2009, respectively, which primarily related to the
Direct Marketing segment, were recorded to Sales and marketing, including occupancy costs
in the Condensed Consolidated Statements of Income. Operating income (loss) for Corporate
and Other consists primarily of costs included in general and administrative costs. Total
operating income represents profit before interest and income taxes.(c)
    
    Capital expenditures include payments for property, plant and equipment made for the
reportable segment. 7.
    
    LEGAL MATTERS
 Roy T. Lefkoe v. Jos. A. Bank
Clothiers, Inc., et al
 The Stipulation of Settlement (the
Stipulation) entered into by the Company and MLAF includes a statement that, at the time of
the settlement, the substantial discovery completed did not substantiate any of the claims
asserted against the individual defendants.
    12




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8.
    
    INCENTIVE STOCK OPTION AND OTHER EQUITY PLANS
      13




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
   Overview
 
 
 
 
      14




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Critical Accounting Policies and Estimates
 Inventory.
   Asset Valuation.
 Lease Accounting.
  15




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Recently Issued Accounting Standards
  Results of Operations
  Percentage of Net Sales
    
    
    Percentage of Net SalesThree Months Ended
    
    
    Six Months EndedAugust 1, 2009
    
    
    July 31, 2010
    
    
    August 1, 2009
    
    
    July 31, 2010Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    38.5
    
    
    
    37.2
    
    
    
    38.8
    
    
    
    36.8Gross profit
    
    
    61.5
    
    
    
    62.8
    
    
    
    61.2
    
    
    
    63.2Sales and marketing expenses
    
    
    40.4
    
    
    
    39.1
    
    
    
    40.2
    
    
    
    39.4General and administrative expenses
    
    
    8.8
    
    
    
    9.1
    
    
    
    8.9
    
    
    
    9.3Total operating expenses
    
    
    49.2
    
    
    
    48.3
    
    
    
    49.2
    
    
    
    48.6Operating income
    
    
    12.3
    
    
    
    14.5
    
    
    
    12.0
    
    
    
    14.6Total other income
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    Income before provision for income taxes
    
    
    12.3
    
    
    
    14.6
    
    
    
    12.0
    
    
    
    14.6Provision for income taxes
    
    
    4.9
    
    
    
    5.9
    
    
    
    4.7
    
    
    
    5.8Net income
    
    
    7.5
    %
    
    
    8.7
    %
    
    
    7.3
    %
    
    
    8.8
    %
 Net Sales
  16




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Three Months Ended
    
    
    Six Months EndedAugust 1, 2009
    
    
    July 31, 2010
    
    
    August 1, 2009
    
    
    July 31, 2010Square
    
    
    
    
    
    
    Square
    
    
    
    
    
    
    Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the
beginning of the
period
    
    
    463
    
    
    
    2,104
    
    
    
    476
    
    
    
    2,142
    
    
    
    460
    
    
    
    2,091
    
    
    
    473
    
    
    
    2,131Stores opened
    
    
    4
    
    
    
    17
    
    
    
    14
    
    
    
    55
    
    
    
    7
    
    
    
    30
    
    
    
    17
    
    
    
    66Stores closed
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (9
    )Stores open at the
end of the period
    
    
    467
    
    
    
    2,121
    
    
    
    487
    
    
    
    2,188
    
    
    
    467
    
    
    
    2,121
    
    
    
    487
    
    
    
    2,188
 
 *
    
    Square feet is presented in thousands and excludes the square footage of the Companys
franchise stores. Gross profit
  Sales and Marketing Expenses
  17




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General and Administrative Expenses
  Other Income (Expense)
 Income Taxes
    18




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Seasonality
 Liquidity and Capital Resources
  Six Months EndedAugust 1, 2009
    
    
    July 31, 2010Cash provided by (used in):Operating activities
    
    $
    10,381
    
    
    $
    25,068Investing activities
    
    
    (72,292
    )
    
    
    42,574Financing activities
    
    
    
    
    
    
    Net increase (decrease) in cash and
cash equivalents
    
    $
    (61,911
    )
    
    $
    67,642
    19




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AmountsAmounts
    
    
    Collected
    
    
    AmountsCollected in
    
    
    YTD in
    
    
    OutstandingNegotiated
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    July 31,Amounts
    
    
    2009
    
    
    2010
    
    
    2010(In Thousands )Full Fiscal Year 2009 Store
Openings (14 Stores)
    
    $
    2,829
    
    
    $
    2,170
    
    
    $
    637
    
    
    $
    22First Six Months of Fiscal
Year 2010
Store Openings (17 Stores)
    
    
    1,641
    
    
    
    
    
    
    
    185
    
    
    
    1,456$
    4,470
    
    
    $
    2,170
    
    
    $
    822
    
    
    $
    1,478
    Off-Balance Sheet Arrangements
 Disclosures about Contractual Obligations and Commercial Commitments
   20




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Payments Due by Fiscal Year(In Thousands)Beyond2010
    
    
    2011-2013
    
    
    2014-2015
    
    
    2015
    
    
    Total(f)Operating leases (a) (b)
    
    $
    56,878
    
    
    $
    168,932
    
    
    $
    77,148
    
    
    $
    68,799
    
    
    $
    371,757Inventory Purchase Commitments (c)
    
    
    146,309
    
    
    
    9,828
    
    
    
    
    
    
    
    
    
    
    
    156,137Related Party Agreement (d)
    
    
    825
    
    
    
    825
    
    
    
    
    
    
    
    
    
    
    
    1,650License agreement (e)
    
    
    165
    
    
    
    495
    
    
    
    330
    
    
    
    
    
    
    
    990
 
 (a)
    
    Includes various lease agreements for stores to be opened and equipment placed in
service subsequent toJuly 31, 2010.(b)
    
    Excludes contingent rent and other lease costs.(c)
    
    Represents the value of expected future inventory purchases for which purchase
orders have been issued to vendors as of July 31, 2010.(d)
    
    Relates to consulting agreement with the Companys current Chairman of the Board to
consult on matters of strategic planning and initiatives.(e)
    
    Related to an agreement with David Leadbetter, a golf professional, which allows
the Company to produce golf and other apparel under his name.(f)
    
    Obligations related to unrecognized tax benefits and related penalties and interest
of $0.9 million have been excluded from the above table as the amount to be settled in
cash and the specific payment dates are not known. Cautionary Statement
    21




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Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.
    
    Controls and Procedures
 Limitations on Control Systems.
 Disclosure Controls and Procedures.
  Changes in Internal Control over Financial Reporting
  22




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PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
 Roy T. Lefkoe v. Jos. A. Bank
Clothiers, Inc., et al
 The Stipulation of Settlement (the
Stipulation) entered into by the Company and MLAF includes a statement that, at the time of
the settlement, the substantial discovery completed did not substantiate any of the claims
asserted against the individual defendants.
   
 Item 1A.
    
    Risk Factors
   23




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##### Table of Contents



Item 5.
    
    Other Information
 Amended and Restated Employment Agreement of R. Neal Black
    Indemnification Agreements
    24




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##### Table of Contents



Item 6.
    
    Exhibits
 Exhibits10.1
    
    

Amended and Restated Employment Agreement, dated August 30, 2010, by and between R. Neal Black and
Jos. A. Bank Clothiers, Inc.10.2
    
    
    Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Robert B.
Hensley.10.3
    
    
    Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Charles D.
Frazer.10.4
    
    
    Seventh Amendment, dated as of June 17, 2010 to Amended and Restated Employment Agreement, dated May
15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.31.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 SIGNATURE
  Jos. A. Bank Clothiers, Inc.
(Registrant)Dated:  September 1, 2010
    /s/ DAVID E. ULLMANDavid E. UllmanExecutive Vice President,
Chief Financial Officer
(Principal Financial and Accounting Officer and 
Duly Authorized Officer)  25




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##### Table of Contents



Exhibit Index
 Exhibits10.1
    
    

Amended and Restated Employment Agreement, dated August 30, 2010, by and between R. Neal Black and
Jos. A. Bank Clothiers, Inc.10.2
    
    
    Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Robert B.
Hensley.10.3
    
    
    Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Charles D.
Frazer.10.4
    
    
    Seventh Amendment, dated as of June 17, 2010 to Amended and Restated Employment Agreement, dated May
15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.31.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  26