##### 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 QUARTERLY PERIOD ENDED MARCH 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number: 0-20117
 ENCYSIVE PHARMACEUTICALS INC.
  Delaware
    
    13-3532643(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4848 Loop Central Drive, Suite 700, Houston, Texas
    
    77081(Address of principal executive office)
    
    (Zip code)
  (Registrants telephone number, including area code)
  (Former name, former address and former fiscal year, if changed since last report)
 þ o
  Large accelerated filer o
    
    Accelerated filerþ
    
    Non-accelerated filer o
    
    Smaller reporting company o(do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at April 30, 2008Common stock, $0.005 par value
    
    80,955,060




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##### 



ENCYSIVE PHARMACEUTICALS INC.
 TABLE OF CONTENTS
 PAGE NO.Part I. Financial InformationItem 1: Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007
    
    
    1Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2008 and 2007
    
    
    2Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3: Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4: Controls and Procedures
    
    
    24Part II. Other InformationItem 1: Legal Proceedings
    
    
    24Item 1A: Risk Factors
    
    
    25Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3: Defaults Upon Senior Securities
    
    
    26Item 4: Submission of Matters to a Vote of Security Holders
    
    
    26Item 5: Other Information
    
    
    26Item 6: Exhibits
    
    
    27SIGNATURES
    
    
    28Amended and Restated By-LawsCertification Pursuant to Section Rule 13a-14(a) / Rule 15d-14(a)Certification Pursuant to Section Rule 13a-14(a) / Rule 15d-14(a)Certification Pursuant to Section 1350Certification Pursuant to Section 1350




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ENCYSIVE PHARMACEUTICALS INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 ($ in thousands, except per share data)
(Unaudited)
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,696
    
    
    $
    33,153Restricted cash
    
    
    254
    
    
    
    244Accounts receivable
    
    
    11,518
    
    
    
    9,647Other current receivables
    
    
    1,912
    
    
    
    1,612Inventory, net of reserve of $1,470 and $1,046
    
    
    2,989
    
    
    
    3,503Prepaids
    
    
    1,423
    
    
    
    704Total current assets
    
    
    30,792
    
    
    
    48,863Equipment and leasehold improvements, net of
accumulated depreciation of $12,770 and $12,719
    
    
    4,966
    
    
    
    5,166Deferred debt origination costs, net of
accumulated amortization of $5,577 and $5,350
    
    
    4,266
    
    
    
    4,493Intangible assets, net of accumulated
amortization of $817 and $790
    
    
    149
    
    
    
    176Total assets
    
    $
    40,173
    
    
    $
    58,698LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable
    
    $
    2,587
    
    
    $
    2,872Accrued expenses
    
    
    11,977
    
    
    
    16,668Total current liabilities
    
    
    14,564
    
    
    
    19,540Long-term debt
    
    
    186,191
    
    
    
    189,696Commitments and contingencies
    
    
    
    
    
    
    Stockholders deficit:Preferred
stock, par value $.005 per share. 5,000,000 Shares authorized; none issued or outstanding
    
    
    
    
    
    
    Common stock, par value $.005 per share.
150,000,000 shares authorized. At March 31, 2008,
81,168,060 shares issued, 80,955,060 outstanding;
at December 31, 2007, 81,130,866 shares issued,
80,917,866 shares outstanding
    
    
    406
    
    
    
    406Additional paid-in capital
    
    
    374,460
    
    
    
    373,452Treasury stock, 213,000 shares at March 31, 2008
and December 31, 2007
    
    
    (1,602
    )
    
    
    (1,602
    )Accumulated other comprehensive income
    
    
    542
    
    
    
    161Accumulated deficit
    
    
    (534,388
    )
    
    
    (522,955
    )Total stockholders deficit
    
    
    (160,582
    )
    
    
    (150,538
    )Total liabilities and stockholders deficit
    
    $
    40,173
    
    
    $
    58,698
 See accompanying notes to condensed consolidated financial statements
 1




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ENCYSIVE PHARMACEUTICALS INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
 ($ in thousands, except per share data)
(Unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007Revenues:Sales
    
    $
    9,272
    
    
    $
    941Royalty income
    
    
    5,439
    
    
    
    4,145License fee and milestones
    
    
    
    
    
    
    322Total Revenues
    
    
    14,711
    
    
    
    5,408Expenses:Cost of goods sold
    
    
    1,035
    
    
    
    66Research and development
    
    
    6,865
    
    
    
    17,499Sales and marketing
    
    
    7,258
    
    
    
    10,886General and administrative
    
    
    7,392
    
    
    
    5,616Total expenses
    
    
    22,550
    
    
    
    34,067Operating loss
    
    
    (7,839
    )
    
    
    (28,659
    )Investment income
    
    
    236
    
    
    
    795Interest expense
    
    
    (3,830
    )
    
    
    (2,044
    )Net loss
    
    $
    (11,433
    )
    
    $
    (29,908
    )Other comprehensive income:Unrealized gain
on foreign currency translation
    
    
    381
    
    
    
    7Comprehensive loss
    
    $
    (11,052
    )
    
    $
    (29,901
    )Loss per share:Continuing operations, basic
and diluted
    
    $
    (0.15
    )
    
    $
    (0.49
    )Weighted average common shares used
to compute net loss per share basic
and diluted
    
    
    78,573,504
    
    
    
    61,643,847
 See accompanying notes to condensed consolidated financial statements
 2




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ENCYSIVE PHARMACEUTICALS INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 ($ in thousands)
(Unaudited)
 Three Months Ended March 31,2008
    
    
    2007Cash flows from operating activities:Net loss
    
    $
    (11,433
    )
    
    $
    (29,908
    )Adjustments to reconcile net loss to cash used
in operating activities:Depreciation and amortization
    
    
    244
    
    
    
    265Expenses paid with stock
    
    
    80
    
    
    
    43Share-based compensation expense
    
    
    926
    
    
    
    1,553Amortization of debt issue costs
    
    
    228
    
    
    
    218Interest earned on restricted cash
    
    
    
    
    
    
    (72
    )Loss on disposition of fixed assets
    
    
    
    
    
    
    4Reserve for obsolescence
    
    
    424
    
    
    
    129Changes in operating assets and liabilities:Restricted cash
    
    
    (10
    )
    
    
    Accounts receivable
    
    
    (1,746
    )
    
    
    62Inventory
    
    
    90
    
    
    
    (501
    )Prepaids
    
    
    (714
    )
    
    
    (754
    )Other current receivables
    
    
    (224
    )
    
    
    (435
    )Accounts payable and accrued expenses
    
    
    (5,152
    )
    
    
    (4,273
    )Deferred revenue
    
    
    
    
    
    
    (322
    )Net cash used in operating activities
    
    
    (17,287
    )
    
    
    (33,991
    )Cash flows from investing activities:Purchases of equipment and leasehold improvements
    
    
    (11
    )
    
    
    (119
    )Net cash used in investing activities
    
    
    (11
    )
    
    
    (119
    )Cash flows from financing activities:Borrowing of long-term debt
    
    
    
    
    
    
    60,000Proceeds restricted
    
    
    
    
    
    
    (10,000
    )Debt issue costs
    
    
    
    
    
    
    (3,422
    )Repayment of long-term debt
    
    
    (3,505
    )
    
    
    (3,468
    )Proceeds from option exercises
    
    
    2
    
    
    
    4Net cash (used in) provided by financing
activities
    
    
    (3,503
    )
    
    
    43,114Effect of exchange rate changes on cash
    
    
    344
    
    
    
    5Net increase (decrease) in cash and cash
equivalents
    
    
    (20,457
    )
    
    
    9,009Cash and cash equivalents at beginning of period
    
    
    33,153
    
    
    
    43,798Cash and cash equivalents at end of period
    
    $
    12,696
    
    
    $
    52,807Supplemental schedule of cash flow information:Interest paid
    
    
    4,386
    
    
    
    2,597
 See accompanying notes to condensed consolidated financial statements
 3




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ENCYSIVE PHARMACEUTICALS INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31, 2008 (unaudited)
 (1) Merger
       4




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(2) Liquidity and Managements Plans
   (3) Organization and Significant Accounting Policies
 (a) Organization
   (b) Basis of Consolidation
  5




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(c) Revenue Recognition
  (d) Debt issue costs
  (e) Use of Estimates
  f) New Accounting Pronouncements
   6




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) Reclassifications
  (4) Inventory
  March 31,
    
    
    December 31,2008
    
    
    2007Work-in-process
    
    $
    3,005
    
    
    $
    3,504Finished goods
    
    
    1,454
    
    
    
    1,0454,459
    
    
    
    4,549Less reserve
    
    
    (1,470
    )
    
    
    (1,046
    )Net
    
    $
    2,989
    
    
    $
    3,503
 (5) Capital Stock
    Stock option plans
    
    
    7,715,956Warrants
    
    
    7,692,3052.50% Convertible Senior Notes due 2012
    
    
    9,322,001Total shares reserved
    
    
    24,730,262
  (6) Cash, Cash Equivalents, and Restricted Cash
  7




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(7) Net Loss per Common Share
  (8) Income Taxes
  (9) Entity-Wide Geographic Data
  Three Months EndedMarch 31,2008
    
    
    2007Entities:GSK
    
    $
    5,439
    
    
    $
    4,145Others
    
    
    9,272
    
    
    
    1,263Total
    
    $
    14,711
    
    
    $
    5,408
  Three Months EndedMarch 31,2008
    
    
    2007Geographical Area:United States
    
    $
    5,439
    
    
    $
    4,467Europe
    
    
    8,139
    
    
    
    941Other
    
    
    1,133
    
    
    
    Total
    
    $
    14,711
    
    
    $
    5,408
  March 31,
    
    
    December 31,2008
    
    
    2007Geographical Area:United States
    
    $
    9,145
    
    
    $
    9,592Europe
    
    
    236
    
    
    
    246Total
    
    $
    9,381
    
    
    $
    9,838
 8




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(10) Long-Term Debt
 (sm)
  (sm)
     9




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(11) Share-Based Payment
          Three Months EndedMarch 31,2008
    
    
    2007Options
    
    $
    79
    
    
    $
    848Nonvested shares
of common stock
    
    
    847
    
    
    
    802Total
    
    $
    926
    
    
    $
    1,650
  10




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Three Months EndedMarch 31,2008
    
    2007Expected dividend yield
    
    
    
    
    
    
    0.0Risk-free interest rate
    
    
    
    
    
    
    4.7
    %Expected volatility
    
    
    
    
    
    
    77.9
    %Expected life in years
    
    
    
    
    
    
    5.0
  Weighted
    
    
    Weighted Average
    
    
    AggregateStock
    
    
    Average
    
    
    Remaining
    
    
    Intrinsic ValueOptions
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    (in Thousands)Outstanding
at January 1, 2008
    
    
    5,081,422
    
    
    $
    7.01
    
    
    
    4.94
    
    
    $
    Grants
    
    
    
    
    
    
    Forfeited or expired
    
    
    (219,818
    )
    
    $
    7.77Exercises
    
    
    (2,500
    )
    
    $
    0.93Outstanding
at March 31, 2008
    
    
    4,859,104
    
    
    $
    6.98
    
    
    
    4.83
    
    
    $
    554
   Three Months EndedMarch 31,2008
    
    2007Weighted average:Grant date fair value
per option
    
    $
    
    
    
    $
    1.98Total intrinsic value of
options exercised
    
    $
    3,000
    
    
    $
    12,000
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Weighted AverageGrant DateShares
    
    
    Fair ValueNonvested at January 1, 2008
    
    
    2,450,275
    
    
    $
    1.85Activity during quarter ended March 31, 2008Grants
    
    
    105,101
    
    
    $
    0.76Vested
    
    
    (112,476
    )
    
    $
    1.43Forfeited
    
    
    (70,407
    )
    
    $
    2.44Nonvested at March 31, 2008
    
    
    2,372,493
    
    
    $
    1.80
  WeightedAveragePhantom
    
    
    Grant DateUnits
    
    
    Fair ValueUnvested at January 1, 2008
    
    
    1,949,387
    
    
    $
    1.42Grants
    
    
    34,636
    
    
    $
    2.31Vested
    
    
    
    
    
    
    Forfeited
    
    
    (112,496
    )
    
    $
    1.56Unvested at March 31, 2008
    
    
    1,871,527
    
    
    
    1.43
  (12) Accrued expenses
  March 31, 2008
    
    
    December 31, 2007Accrued compensation and benefits
    
    $
    1,351
    
    
    $
    4,680Accrued research and development
costs
    
    
    4,451
    
    
    
    5,961Accrued interest on long-term debt
    
    
    169
    
    
    
    953Accrued sales and marketing expenses
    
    
    802
    
    
    
    1,874Reserve for future Argatroban returns
    
    
    1,562
    
    
    
    1,448Legal and Professional Fees
    
    
    2,925
    
    
    
    901Other accrued expenses
    
    
    717
    
    
    
    851Total
    
    $
    11,977
    
    
    $
    16,668
 (13) Commitments and Contingencies
 (a) Foreign Currency Exchange Risk
  12




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(b) Employment agreements
  (c) Other contingencies
  13




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Item 2.
 ENCYSIVE PHARMACEUTICALS INC. AND SUBSIDIARIES
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Three Months Ended March 31, 2008, and March 31, 2007
 FORWARD LOOKING STATEMENTS
 TM TM TM TM TM TM TM TM TM TM TM TM TM TM TM
  14




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EXECUTIVE SUMMARY
      15




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Thelin  for the treatment of Pulmonary Arterial Hypertension
  
   Argatroban
   16




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Clinical Trials
      Research Programs
  17




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Critical Accounting Policies
 Revenue Recognition
 
    
    We recognize revenue from sales of Thelin when product is shipped and ownership
transfers to the customer. Sales revenue includes value added taxes billed to customers,
and is reported net of applicable discounts, allowances and returns.
    
    We recognize royalty revenue as a licensee sells products and we have received
sufficient information to record a receivable. Our royalty revenue is based on net sales
of product, that is, sales net of discounts, returns and allowances. Argatroban is
licensed to GSK, which distributes and sells the product, and from which we receive a
quarterly royalty payment. At the time of each payment, GSK provides us with limited
quarterly data related to the products gross sales, sales returns, discounts and
allowances. While we are informed of the amount of product returns recorded each quarter,
we do not have information necessary to identify the period or periods to which such
returns correspond. We believe that substantially all discounts and allowances pertain to
current period sales. We also believe that a portion of sales recorded in each period
will ultimately be returned, and therefore estimate future returns and their impact on
royalty revenues. In the pharmaceutical industry, product returns are primarily
influenced by remaining or expired shelf life, product withdrawals or recalls, significant
price changes from competitors or the introduction of generic products or other new
competition. We are not aware of any pending product recalls or withdrawals, significant
price fluctuations or generic competition. Accordingly, we have estimated only the impact
of product dating on returns.Since we do not manufacture, sell or distribute Argatroban, we do not have information
related to levels of inventory in the distribution channels. However, due to the cost of
the drug and pressures on hospitals to minimize operating expenditures, we believe
inventory levels are maintained at a minimally acceptable level. Inventory level is
therefore not a part of the Companys estimate process.We have estimated remaining shelf life, which is an important reason for product returns,
based upon the fact that Argatroban has an expiration date of two years from manufacture.
Common industry practice is that prescription drugs can be returned to the manufacturer at
any time; however, product is normally returned when the remaining shelf life is reduced to
six months or less. Our reserve is therefore based upon an estimate of the percentage of
sales made in the preceding 18-month period that may be returned in future periods.
Initially, lacking any historical sales data for Argatroban and based upon managements
experience with other pharmaceutical products in the industry, management estimated that
four percent of gross sales of Argatroban would be returned during future periods. Based
upon subsequent analysis of historical sales data, we believe that differences between
estimated and actual future returns will not have a material effect on our results of
operations or financial condition.
    
    Revenue from collaborative research and development activities is recognized as
services are performed.
    
    We defer the recognition of milestone payments related to contractual agreements that
are still in the development stage. Such deferred revenues are amortized into income over
the estimated remaining development period. Milestone payments received under contractual
agreements which have completed the development stage are evaluated, and either recognized
into income
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when earned, or amortized over a future period, depending upon whether we continue to have
obligations under the terms of the arrangement.
 
    
    License fees received under the terms of licensing agreements for our intellectual
property are deferred and amortized into income over the estimated development period of
the licensed item or items.
    
    Revenue from grants is recognized as earned under the terms of the related grant
agreements, typically as expenses are incurred.
  Cost of goods sold
  Stock Options
  Drug Manufacturing and Packaging
  Costs Related to Issue of Long-Term Debt
  Results of Operations
   19




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Three month periods ended March 31, 2008 and 2007
 Sales
  Royalties
  Total Revenues
  Cost of Goods Sold
  Research and Development Expense
  Sales and Marketing Expense
  General and Administrative Expense
  20




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Total Operating Expenses
  Operating Loss
  Interest Expense
  Investment Income
  Net Loss
  21




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Liquidity and Capital Resources
   Outlook for 2008
  Cash Used in Operating Activities:
  Cash used in Investing Activities:
  Cash provided by Financing Activities:
  22




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Material Commitments:
   LessContractual
    
    
    
    
    
    than 1
    
    
    1-3
    
    
    3-5
    
    
    After 5Obligations
    
    Total
    
    
    year
    
    
    Years
    
    
    Years
    
    
    yearsConvertible Notes
    
    $
    130,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    130,000Argatroban Notes
    
    
    56,191
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,191Operating leases
    
    
    2,412
    
    
    
    1,770
    
    
    
    642
    
    
    
    
    
    
    
    Total
    
    $
    188,603
    
    
    $
    1,770
    
    
    $
    642
    
    
    $
    
    
    
    $
    186,191
   Off-Balance Sheet Arrangements:
  Impact of Inflation and Changing Prices
  
 Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk
  23




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Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    Changes in Internal Controls Over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  24




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Item 1A. Risk Factors
 The following risks should be read in conjunction with other risk factors disclosed under Item 1A.
Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2007.
 We have a history of losses and we may never become profitable.
     We make business decisions based on forecasts of future sales of Thelin in markets where we have
approval that may be inaccurate.
  Legislative changes or regulatory decisions in Europe may adversely impact our orphan drug status
which may result reduced revenues in the European Union.
  25




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We depend on third parties in the manufacture of our products and in the conduct of our clinical
trials for our product candidates and any failure of those parties to fulfill their obligations
could adversely affect our development plans.
  
 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
 Amendments to Amended and Restated By-Laws of the Company.
  
    
    delete the following sentence from Article II, Section 2.13 thereof: Whenever it is
intended that action is to be taken by stockholders without a meeting, a form for
expressing consent in writing to such action shall be sent to all holders of Stock
entitled to vote on such action., and
    
    delete the following sentence from Article V, Section 5.1 thereof: The Chairman of the
Board, the Chairman of the Executive Committee, the President, and the Executive Vice
President shall be selected from the directors.
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Officer Changes
  
 Item 6. Exhibits
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger, dated February 20, 2008, among Pfizer Inc.,
Explorer Acquisition Corp. and Encysive Pharmaceuticals Inc. (incorporated by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K (Commission File No.
000-20117) filed with the Commission on February 25, 2008).3.1
    
    Amended and Restated By-Laws of Encysive Pharmaceuticals Inc. adopted September
6, 1996, as amended on June 29, 2000 and May 7, 2008.10.1
    
    Ninth Amendment dated February 15, 2008 to Consulting Agreement with John M.
Pietruski dated January 1, 1992 (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K (Commission File No. 000-20117) filed with the
Commission on February 19, 2008).31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / Rule
15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / Rule
15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
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ENCYSIVE PHARMACEUTICALS INC.
 May 12, 2008
 
 SIGNATURES
  ENCYSIVE PHARMACEUTICALS INC.By:
    /s/ George ColeGeorge ColePresident and Chief Executive Officer By:
    /s/ Richard A. GoeggelRichard A. GoeggelVice President, Finance and Treasurer 28




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INDEX TO EXHIBITS
 Exhibit No.
    
    Description2.1
    
    Agreement and Plan of Merger, dated February 20, 2008, among Pfizer Inc.,
Explorer Acquisition Corp. and Encysive Pharmaceuticals Inc. (incorporated by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K (Commission File No.
000-20117) filed with the Commission on February 25, 2008).3.1
    
    Amended and Restated By-Laws of Encysive Pharmaceuticals Inc. adopted September
6, 1996 as amended on June 29, 2000 and May 7, 2008.10.1
    
    Ninth Amendment dated February 15, 2008 to Consulting Agreement with John M.
Pietruski dated January 1, 1992 (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K (Commission File No. 000-20117) filed with the
Commission on February 19, 2008).31.1
    
    Certification pursuant to Rule 13a-14(a) / Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.31.2
    
    Certification pursuant to Rule 13a-14(a) / Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.