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 April 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-21057
 DYNAMEX INC.
 (Exact name of registrant as specified in its charter)
 Delaware
(State of incorporation)
    
    86-0712225
(I.R.S. Employer Identification No.)
 5429 LBJ Freeway, Suite 1000, Dallas, Texas
    
    75240(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
(214) 560-9000
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




---



##### 



DYNAMEX INC.
 INDEX
 PagePART IFINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets
April 30, 2008 (Unaudited) and July 31, 2007
    
    
    2Condensed Statements of Consolidated Operations (Unaudited)
Three and nine months ended April 30, 2008 and 2007
    
    
    3Condensed Statements of Consolidated Cash Flows (Unaudited)
Nine months ended April 30, 2008 and 2007
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    18PART IIOTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    19Item 1A.
    
    Risk Factors
    
    
    20Item 6.
    
    Exhibits
    
    
    23Signatures
    
    
    24Exhibit Index
    
    
    E-1
 1




---



##### 



PART I
FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 
 DYNAMEX INC.
 April 30,
    
    
    July 31,2008
    
    
    2007(Unaudited)ASSETSCURRENTCash and cash equivalents
    
    $
    13,613
    
    
    $
    8,857Accounts receivable (net of allowance for doubtful accounts
of $841 and $866, respectively)
    
    
    48,036
    
    
    
    42,649Income taxes receivable
    
    
    1,626
    
    
    
    1,092Prepaid and other current assets
    
    
    3,829
    
    
    
    3,559Deferred income taxes
    
    
    3,684
    
    
    
    3,136Total current assets
    
    
    70,788
    
    
    
    59,293PROPERTY AND EQUIPMENT  net
    
    
    8,888
    
    
    
    8,495GOODWILL
    
    
    48,315
    
    
    
    47,613INTANGIBLES  net
    
    
    708
    
    
    
    326DEFERRED INCOME TAXES
    
    
    40
    
    
    
    1,398OTHER
    
    
    4,331
    
    
    
    3,915Total assets
    
    $
    133,070
    
    
    $
    121,040LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable trade
    
    $
    8,810
    
    
    $
    15,426Accrued liabilities and other
    
    
    24,416
    
    
    
    20,530Total current liabilities
    
    
    33,226
    
    
    
    35,956LONG-TERM DEBT
    
    
    
    
    
    
    OTHER LONG-TERM LIABILITIES
    
    
    3,823
    
    
    
    3,675Total liabilities
    
    
    37,049
    
    
    
    39,631COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock; $0.01 par value, 10,000 shares authorized;
none outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 50,000 shares authorized;
10,263 and 10,145 outstanding, respectively
    
    
    103
    
    
    
    101Additional paid-in capital
    
    
    47,855
    
    
    
    45,671Retained earnings
    
    
    42,309
    
    
    
    31,122Accumulated other comprehensive income
    
    
    5,754
    
    
    
    4,515Total stockholders equity
    
    
    96,021
    
    
    
    81,409Total liabilities and stockholders equity
    
    $
    133,070
    
    
    $
    121,040
  2




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##### 



DYNAMEX INC.
 Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Sales
    
    $
    112,976
    
    
    $
    103,526
    
    
    $
    336,684
    
    
    $
    305,129Cost of sales:Purchased transportation
    
    
    74,521
    
    
    
    67,557
    
    
    
    222,038
    
    
    
    199,562Other direct costs
    
    
    8,865
    
    
    
    8,708
    
    
    
    25,518
    
    
    
    25,203Cost of sales
    
    
    83,386
    
    
    
    76,265
    
    
    
    247,556
    
    
    
    224,765Gross profit
    
    
    29,590
    
    
    
    27,261
    
    
    
    89,128
    
    
    
    80,364Selling, general and administrative expenses:Salaries and employee benefits
    
    
    15,591
    
    
    
    14,609
    
    
    
    48,631
    
    
    
    43,274Other
    
    
    7,228
    
    
    
    6,691
    
    
    
    20,744
    
    
    
    19,948Selling, general and administrative expenses
    
    
    22,819
    
    
    
    21,300
    
    
    
    69,375
    
    
    
    63,222Depreciation and amortization
    
    
    747
    
    
    
    554
    
    
    
    2,119
    
    
    
    1,742(Gain) loss on disposal of property and equipment
    
    
    1
    
    
    
    (13
    )
    
    
    (15
    )
    
    
    (6
    )Operating income
    
    
    6,023
    
    
    
    5,420
    
    
    
    17,649
    
    
    
    15,406Interest expense
    
    
    48
    
    
    
    32
    
    
    
    180
    
    
    
    260Other income, net
    
    
    (124
    )
    
    
    (44
    )
    
    
    (427
    )
    
    
    (1,777
    )Income before income taxes
    
    
    6,099
    
    
    
    5,432
    
    
    
    17,896
    
    
    
    16,923Income tax expense
    
    
    2,325
    
    
    
    1,945
    
    
    
    6,709
    
    
    
    6,066Net income
    
    $
    3,774
    
    
    $
    3,487
    
    
    $
    11,187
    
    
    $
    10,857Basic earnings per common share:
    
    $
    0.37
    
    
    $
    0.33
    
    
    $
    1.10
    
    
    $
    1.02Diluted earnings per common share:
    
    $
    0.37
    
    
    $
    0.32
    
    
    $
    1.09
    
    
    $
    1.01Weighted average shares:Common shares outstanding
    
    
    10,243
    
    
    
    10,643
    
    
    
    10,216
    
    
    
    10,615Adjusted common shares  assuming
exercise of stock options
    
    
    10,329
    
    
    
    10,783
    
    
    
    10,308
    
    
    
    10,734
  3




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##### 



DYNAMEX INC.
 Nine months endedApril 30,2008
    
    
    2007OPERATING ACTIVITIESNet income
    
    $
    11,187
    
    
    $
    10,857Adjustments to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    2,119
    
    
    
    1,742Amortization of deferred bank financing fees
    
    
    10
    
    
    
    25Provision for losses on accounts receivable
    
    
    608
    
    
    
    368Stock option compensation
    
    
    893
    
    
    
    608Deferred income taxes
    
    
    809
    
    
    
    2,656Lessor financed leasehold improvements
    
    
    
    
    
    
    1,997Non-cash rent expense
    
    
    37
    
    
    
    741Gain on disposal of property and equipment
    
    
    (15
    )
    
    
    (6
    )Changes in current operating assets and liabilities:Accounts receivable
    
    
    (5,995
    )
    
    
    (10,453
    )Prepaids and other current assets
    
    
    (804
    )
    
    
    (603
    )Accounts payable and accrued liabilities
    
    
    (2,473
    )
    
    
    (339
    )Net cash provided by operating activities
    
    
    6,376
    
    
    
    7,593INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (2,307
    )
    
    
    (3,307
    )Acqusition of customer lists
    
    
    (491
    )
    
    
    Purchase of deferred compensation investments
    
    
    (295
    )
    
    
    (256
    )Net cash used in investing activities
    
    
    (3,093
    )
    
    
    (3,563
    )FINANCING ACTIVITIESPrincipal payments on long-term debt
    
    
    
    
    
    
    (3
    )Net payments under line of credit
    
    
    
    
    
    
    (900
    )Proceeds from stock option exercise
    
    
    967
    
    
    
    1,058Tax benefit realized by exercise of stock options
    
    
    325
    
    
    
    246Purchase and retirement of treasury stock
    
    
    
    
    
    
    (2,021
    )Other assets and deferred financing fees
    
    
    (127
    )
    
    
    (1,138
    )Net cash provided by (used in) financing activities
    
    
    1,165
    
    
    
    (2,758
    )EFFECT OF EXCHANGE RATES ON CASH
    
    
    308
    
    
    
    (778
    )NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    4,756
    
    
    
    494CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    8,857
    
    
    
    6,058CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    13,613
    
    
    $
    6,552SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    $
    119
    
    
    $
    238Cash paid for taxes
    
    $
    6,649
    
    
    $
    4,159
  4




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##### 



DYNAMEX INC.
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 1.
    
    Summary of Significant Accounting Polices
 Description of Business
 Basis of presentation 
   Business and credit concentrations 
   Other assets  Recoverable
contract contingency costs
 Other long-term liabilities
 5




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##### 



DYNAMEX INC.
   2.
    
    Comprehensive Income
  Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    3,774
    
    
    $
    3,487
    
    
    $
    11,187
    
    
    $
    10,857Foreign currency translation gains (losses)
    
    
    (115
    )
    
    
    1,322
    
    
    
    1,246
    
    
    
    (666
    )Unrealized gains (losses) on investments
    
    
    8
    
    
    
    35
    
    
    
    (6
    )
    
    
    67Comprehensive income
    
    $
    3,667
    
    
    $
    4,844
    
    
    $
    12,427
    
    
    $
    10,258
 3.
    
    Intangibles  net
  AccumulatedAsset
    
    
    amortization
    
    
    NetDeferred bank financing fees
    
    $
    132
    
    
    $
    (132
    )
    
    $
    Customer lists
    
    
    583
    
    
    
    (164
    )
    
    
    419Trademarks and other
    
    
    470
    
    
    
    (181
    )
    
    
    289Total
    
    $
    1,185
    
    
    $
    (477
    )
    
    $
    708
 Amortization expense
    
    
    Amortization expenseThree months ended April 30,
    
    
    Nine months ended April 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Deferred bank financing fees
    
    $
    0
    
    
    $
    11
    
    
    $
    10
    
    
    $
    25Customer lists
    
    
    22
    
    
    
    8
    
    
    
    86
    
    
    
    24Trademarks and other
    
    
    5
    
    
    
    5
    
    
    
    14
    
    
    
    14Total
    
    $
    27
    
    
    $
    24
    
    
    $
    110
    
    
    $
    63
 6




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##### 



DYNAMEX INC.
 4.
    
    Computation of Earnings Per Share
 Earnings Per Share
 Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    3,774
    
    
    $
    3,487
    
    
    $
    11,187
    
    
    $
    10,857Weighted average common shares outstanding
    
    
    10,243
    
    
    
    10,643
    
    
    
    10,216
    
    
    
    10,615Common share equivalents related to options
    
    
    86
    
    
    
    140
    
    
    
    92
    
    
    
    119Common shares and common share equivalents
    
    
    10,329
    
    
    
    10,783
    
    
    
    10,308
    
    
    
    10,734Net income per common share:Basic
    
    $
    0.37
    
    
    $
    0.33
    
    
    $
    1.10
    
    
    $
    1.02Diluted
    
    $
    0.37
    
    
    $
    0.32
    
    
    $
    1.09
    
    
    $
    1.01
 5.
    
    Repurchase of Equity Securities
  6.
    
    Contingencies
   7




---



##### 



DYNAMEX INC.
      7.
    
    Other Income
    8




---



##### 



DYNAMEX INC.
 Nine months endedApril 30,2008
    
    
    2007Income before income taxes  As reported
    
    $
    17,896
    
    
    $
    16,923Income from transfer pricing (foreign exchange
gain and interest income)
    
    
    
    
    
    
    1,362Income before income taxes  Excluding
transfer pricing effects
    
    $
    17,896
    
    
    $
    15,561Income taxes  As reported
    
    $
    6,709
    
    
    $
    6,066Income tax effects (foreign exchange
gain, interest income and intercompany services)
    
    
    
    
    
    
    390Income taxes  Excluding transfer pricing effects
    
    $
    6,709
    
    
    $
    5,676Net income  As reported
    
    $
    11,187
    
    
    $
    10,857Net income  Excluding transfer pricing effects
    
    $
    11,187
    
    
    $
    9,885Net income from the transfer pricing transactions
    
    $
    
    
    
    $
    972Earnings per share:Basic  As reported
    
    $
    1.10
    
    
    $
    1.02Transfer pricing adjustment
    
    
    
    
    
    
    0.09Basic  Excluding transfer pricing effects
    
    $
    1.10
    
    
    $
    0.93Fully diluted  As reported
    
    $
    1.09
    
    
    $
    1.01Transfer pricing adjustment
    
    
    
    
    
    
    0.09Fully diluted  Excluding transfer pricing effects
    
    $
    1.09
    
    
    $
    0.92
 8. Income Taxes
   9




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##### 



DYNAMEX INC.
 
 Item 2.
 Managements Discussion and Analysis of Financial Condition and Results of Operations
 This discussion contains forward-looking statements, which involve assumptions regarding Company
operations and future prospects. Although the Company believes its expectations are based on
reasonable assumptions, such statements are subject to risk and uncertainty, including, among other
things, competition, foreign exchange, and risks associated with the same-day transportation
industry. These and other risks are mentioned from time to time in the Companys filings with the
Securities and Exchange Commission. Caution should be taken that these factors could cause the
actual results to differ from those stated or implied in this and other Company communications.
 General
        10




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##### 



DYNAMEX INC.
 Critical Accounting Policies
  Recent Accounting Pronouncements
     11




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##### 



DYNAMEX INC.
 Results of Operations
  Three months ended
    
    Nine months endedApril 30,
    
    April 30,2008
    
    2007
    
    2008
    
    2007Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales:Purchased transportation
    
    
    66.0
    %
    
    
    65.2
    %
    
    
    65.9
    %
    
    
    65.4
    %Other direct costs
    
    
    7.8
    %
    
    
    8.4
    %
    
    
    7.7
    %
    
    
    8.3
    %Cost of sales
    
    
    73.8
    %
    
    
    73.6
    %
    
    
    73.6
    %
    
    
    73.7
    %Gross profit
    
    
    26.2
    %
    
    
    26.4
    %
    
    
    26.4
    %
    
    
    26.3
    %Selling, general and administrative expenses:Salaries and employee benefits
    
    
    13.8
    %
    
    
    14.2
    %
    
    
    14.3
    %
    
    
    14.2
    %Other
    
    
    6.4
    %
    
    
    6.4
    %
    
    
    6.2
    %
    
    
    6.5
    %Selling, general and administrative expenses
    
    
    20.2
    %
    
    
    20.6
    %
    
    
    20.5
    %
    
    
    20.7
    %Depreciation and amortization
    
    
    0.7
    %
    
    
    0.5
    %
    
    
    0.6
    %
    
    
    0.6
    %(Gain) loss on disposal of property and equipment
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Operating income
    
    
    5.3
    %
    
    
    5.3
    %
    
    
    5.3
    %
    
    
    5.0
    %Interest expense
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.1
    %
    
    
    0.1
    %Other income, net
    
    
    -0.1
    %
    
    
    0.0
    %
    
    
    -0.2
    %
    
    
    -0.6
    %Income before income taxes
    
    
    5.4
    %
    
    
    5.3
    %
    
    
    5.4
    %
    
    
    5.5
    %Income taxes
    
    
    2.1
    %
    
    
    1.9
    %
    
    
    2.0
    %
    
    
    2.0
    %Net income
    
    
    3.3
    %
    
    
    3.4
    %
    
    
    3.4
    %
    
    
    3.5
    %
 12




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##### 



DYNAMEX INC.
  Three months endedApril 30,2008
    
    
    2007Sales by service type:On demand
    
    $
    35,821
    
    
    
    31.7
    %
    
    $
    32,669
    
    
    
    31.5
    %Scheduled/distribution
    
    
    38,140
    
    
    
    33.9
    %
    
    
    38,711
    
    
    
    37.4
    %Outsourcing
    
    
    39,015
    
    
    
    34.4
    %
    
    
    32,146
    
    
    
    31.1
    %Total sales
    
    $
    112,976
    
    
    
    100.0
    %
    
    $
    103,526
    
    
    
    100.0
    %Sales by country:United States
    
    $
    69,851
    
    
    
    61.8
    %
    
    $
    63,479
    
    
    
    61.3
    %Canada
    
    
    43,125
    
    
    
    38.2
    %
    
    
    40,047
    
    
    
    38.7
    %Total sales
    
    $
    112,976
    
    
    
    100.0
    %
    
    $
    103,526
    
    
    
    100.0
    %
 Nine months endedApril 30,2008
    
    
    2007Sales by service type:On demand
    
    $
    109,921
    
    
    
    32.6
    %
    
    $
    102,004
    
    
    
    33.5
    %Scheduled/distribution
    
    
    111,204
    
    
    
    33.0
    %
    
    
    106,571
    
    
    
    34.9
    %Outsourcing
    
    
    115,559
    
    
    
    34.4
    %
    
    
    96,554
    
    
    
    31.6
    %Total sales
    
    $
    336,684
    
    
    
    100.0
    %
    
    $
    305,129
    
    
    
    100.0
    %Sales by country:United States
    
    $
    207,491
    
    
    
    61.6
    %
    
    $
    191,150
    
    
    
    62.6
    %Canada
    
    
    129,193
    
    
    
    38.4
    %
    
    
    113,979
    
    
    
    37.4
    %Total sales
    
    $
    336,684
    
    
    
    100.0
    %
    
    $
    305,129
    
    
    
    100.0
    %
 Three months ended April 30, 2008 compared to three months ended April 30, 2007
     13




---



##### 



DYNAMEX INC.
      Nine months ended April 30, 2008 compared to nine months ended April 30, 2007
     14




---



##### 



DYNAMEX INC.
     Liquidity and Capital Resources
      15




---



##### 



DYNAMEX INC.
 Level at April 30,Compliance Area
    
    Covenant
    
    2008Ratio of funded debt to EBITDA
    
    Maximum of 2.00 to 1.00
    
    0.22Total indebtedness
    
    $20 million, including LOCs
    
    $6.2 millionLetters of credit sublimit
    
    $7.5 million
    
    $6.2 millionMaximum treasury stock purchases in any fiscal year
    
    $20 million
    
    $0Fixed charge coverage ratio
    
    Equal to or greater than 1.50 to 1.00
    
    1.67
  Three months ended
    
    
    Nine months endedApril 30,
    
    
    April 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income
    
    $
    3,774
    
    
    $
    3,487
    
    
    $
    11,187
    
    
    $
    10,857Adjustments:Income tax expense
    
    
    2,325
    
    
    
    1,945
    
    
    
    6,709
    
    
    
    6,066Interest expense
    
    
    48
    
    
    
    32
    
    
    
    180
    
    
    
    260Depreciation and amortization
    
    
    747
    
    
    
    554
    
    
    
    2,119
    
    
    
    1,742EBITDA
    
    $
    6,894
    
    
    $
    6,018
    
    
    $
    20,195
    
    
    $
    18,925EBITDA margin
    
    
    6.1
    %
    
    
    5.8
    %
    
    
    6.0
    %
    
    
    6.2
    %
  Inflation
  16




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##### 



DYNAMEX INC.
 
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Foreign Exchange Exposure
   Interest Rate Exposure
  17




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##### 



DYNAMEX INC.
 
 Item 4.
    
    Controls and Procedures
   18




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##### 



DYNAMEX INC.
 
 PART II
OTHER INFORMATION
 
 Item 1. Legal Proceedings
       19




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##### 



DYNAMEX INC.
 
 Item 1A. Risk Factors.
 In addition to other information in this report, the following risk factors should be considered
carefully in evaluating the Company and its business. This report contains forward-looking
statements, which involve risks and uncertainties. The Companys actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain
factors, including those set forth in the following risk factors and elsewhere in this report.
 Competition May Adversely Affect Our Results
  An Increase in Claims May Expose Us to Losses
  We Rely on Independent Contractor Owner-Operator Drivers to Make Deliveries for Our Customers
    20




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##### 



DYNAMEX INC.
  We May Be Adversely Affected by Local Delivery Industry and General Economic Conditions
  Fluctuations of Foreign Exchange Rates May Adversely Affect Our Results
  Failure to Maintain Permits and Licensing May Adversely Affect Our Ability to Operate
  We Depend Upon Key Personnel for Our Continued Operations
  Technological Advances May Adversely Affect Our Business
  We Are Highly Dependent Upon Our Technology Infrastructure
  21




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##### 



DYNAMEX INC.
 We Are Dependent on Availability of Qualified Delivery Personnel
  We May Need for Additional Financing to Pursue Our Acquisition Strategy
  Factors Beyond Our Control May Affect the Volatility of Our Stock Price
  Escalating Fuel Costs May Adversely Affect Our Financial Condition and Results of Operations
  22




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##### 



DYNAMEX INC.
 
 Item 6. Exhibits
  31.1
    
    Certification of Chief Executive Officer of the Registrant,
pursuant to 17 CFR 240. 13a  15(e) or 17 CFR 240. 15d  15(e)31.2
    
    Certification of Chief Financial Officer of the Registrant,
pursuant to 17 CFR 240. 13a  15(e) or 17 CFR 240. 15d  15(e)32.1
    
    Certification of Chief Executive Officer of the Registrant,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer of the Registrant,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 23




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##### 



DYNAMEX INC.
 
 SIGNATURES
  DYNAMEX INC.Dated:      June 6, 2008
    by
    
    /s/ Richard K. McClellandRichard K. McClellandPresident, Chief Executive
Officer and Chairman of the Board
(Principal Executive Officer)Dated:      June 6, 2008
    by
    
    /s/ Ray E. SchmitzRay E. SchmitzVice President  Chief Financial Officer
(Principal Financial Officer)Dated:      June 6, 2008
    by
    
    /s/ Samuel T. HicksSamuel T. HicksCorporate Controller
(Principal Accounting Officer) 24




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##### 



EXHIBIT INDEX
 Exhibits
 31.1
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 17 CFR 240. 13a -
15(e) or 17 CFR 240. 15d  15(e)31.2
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 17 CFR 240. 13a -
15(e) or 17 CFR 240. 15d  15(e)32.1
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 E-1