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United States
Securities and Exchange Commission
Washington, D.C. 20549

Form 10-Q

X      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 2004.

OR

___  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        ACT OF 1934


          For the transition period from _______________ to _______________.

          Commission File Number 1-7978

Black Hills Power, Inc.
Incorporated in South Dakota       IRS Identification Number 46-0111677

625 Ninth Street
Rapid City, South Dakota 57701

Registrant’s telephone number (605) 721-1700

Former name, former address, and former fiscal year if changed since last report

NONE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

         Yes X                  No______

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes______        No X

As of July 31, 2004 there were issued and outstanding 23,416,396 shares of the Registrant’s common stock, $1.00 par value, all of which were held beneficially and of record by Black Hills Corporation.

Reduced Disclosure

The Registrant meets the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.


TABLE OF CONTENTS


Page

PART I.     FINANCIAL INFORMATION          
Item 1.  
Financial Statements
      
   
Condensed Statements of Income -
      
       Three and six months ended June 30, 2004 and 2003   3  
   
Condensed Balance Sheets -
      
       June 30, 2004 and December 31, 2003   4  
   
Condensed Statements of Cash Flows -
      
       Six months ended June 30, 2004 and 2003   5  
   
Notes to Condensed Financial Statements
   6-9  

Item 2.
   Results of Operations   10-12  

Item 4.
   Controls and Procedures   12  

PART II.
   OTHER INFORMATION      

Item 1.
   Legal Proceedings   13  

Item 6.
   Exhibits and Reports on Form 8-K   13  
   
Signatures
   14  
   
Exhibit Index
   15  

2


BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF INCOME
(unaudited)

Three months ended Six months ended
June 30 June 30
2004
2003
2004
2003
(in thousands)


Operating revenue
    $ 39,809   $ 39,207   $ 81,456   $ 82,970  




Operating expenses:  
   Fuel and purchased power    14,383    11,445    27,193    25,881  
   Operations and maintenance    7,817    6,679    13,997    12,103  
   Administrative and general    4,110    3,665    8,188    7,103  
   Depreciation and amortization    4,803    4,809    9,746    9,537  
   Taxes, other than income taxes    2,136    2,012    4,364    4,097  




     33,249    28,610    63,488    58,721  




Operating income    6,560    10,597    17,968    24,249  




Other income (expense):  
   Interest expense    (4,217 )  (4,301 )  (8,433 )  (8,604 )
   Other income    267    741    606    1,424  




     (3,950 )  (3,560 )  (7,827 )  (7,180 )




Income before income taxes and  
  discontinued operations    2,610    7,037    10,141    17,069  
Income taxes    (794 )  (2,315 )  (3,289 )  (5,648 )




   Income from continuing operations    1,816    4,722    6,852    11,421  
Discontinued operations, net of  
   income taxes (Note 3)    --    --    --    1,906  




   Net income   $ 1,816   $ 4,722   $ 6,852   $ 13,327  




The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.

3


BLACK HILLS POWER, INC.
CONDENSED BALANCE SHEETS
(unaudited)

June 30 December 31
2004
2003
(in thousands)
                                           ASSETS            

Current assets:
  
   Cash and cash equivalents   $ 893   $ 1,052  
   Receivables (net of allowance for doubtful accounts of $905 and $898, respectively)    16,036    17,012  
   Receivables - related party    33,551    38,618  
   Materials, supplies and fuel    10,448    9,560  
   Prepaid income taxes    --    2,813  
   Deferred income taxes    108    --  


     61,036    69,055  


Investments    3,086    2,920  


Property and equipment    631,216    623,197  
   Less accumulated depreciation    (223,921 )  (212,041 )


     407,295    411,156  


Other assets:  
   Regulatory asset    4,320    4,320  
   Other    14,074    15,622  


     18,394    19,942  


     Total   $ 489,811   $ 503,073  


                              LIABILITIES AND STOCKHOLDER'S EQUITY  

Current liabilities:
  
   Accounts payable   $ 6,786   $ 6,929  
   Accounts payable - related party    569    7,909  
   Accrued liabilities    16,025    15,691  
   Current maturities of long-term debt    1,988    1,986  
   Deferred income taxes    --    239  


     25,368    32,754  


Long-term debt, net of current maturities    208,083    210,056  


Deferred credits:  
   Deferred income taxes    66,877    65,633  
   Regulatory liability    6,174    6,337  
   Other    12,867    12,724  


     85,918    84,694  


Stockholder's equity:  
   Common stock $1 par value; 50,000,000 shares authorized; 23,416,396 shares issued    23,416    23,416  
   Additional paid-in capital    39,549    39,549  
   Retained earnings    108,950    114,098  
   Accumulated other comprehensive loss    (1,473 )  (1,494 )


     170,442    175,569  


     Total   $ 489,811   $ 503,073  


The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.

4


BLACK HILLS POWER, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

Six months ended
June 30
2004
2003
(in thousands)
Operating activities:            
   Net income   $ 6,852   $ 13,327  
Adjustments to reconcile net income to cash provided by  
  operating activities:  
   Income from discontinued operations    --    (1,906 )
   Depreciation and amortization    9,746    9,537  
   Deferred income tax    897    5,679  
Change in operating assets and liabilities -  
   Accounts receivable and other current assets    3,296    788  
   Accounts payable and other current liabilities    (7,149 )  4,979  
   Other operating activities    1,672    (1,644 )


     15,314    30,760  


Investing activities:  
   Property additions    (5,903 )  (11,724 )
   Decrease in notes receivable from associated companies, net    4,665    2,846  
   Increase in investments    (264 )  (179 )


     (1,502 )  (9,057 )


Financing activities  
   Dividends paid    (12,000 )  (17,727 )
   Long-term debt - repayments    (1,971 )  (2,518 )


     (13,971 )  (20,245 )


   Increase (decrease) in cash and cash equivalents    (159 )  1,458  

Cash and cash equivalents:
  
   Beginning of period    1,052    518  


   End of period   $ 893   $ 1,976  


Supplemental disclosure of cash flow information  
   Cash paid (received) during the period for:  
      Interest   $ 8,349   $ 8,529  
      Income taxes refunded, net   $ (3,111 ) $ (3,886 )

Stock dividend distribution to Black Hills Corporation, the
  
  parent company of Black Hills Power, Inc. (Note 3)   $ --   $ 45,687  

The accompanying notes to condensed financial statements are an integral part of these condensed financial statements.

5


BLACK HILLS POWER, INC.
Notes to Condensed Financial Statements
(unaudited)
(Reference is made to Notes to Financial Statements
included in the Company’s Annual Report on Form 10-K)

(1)  

  MANAGEMENT’S STATEMENT


  The financial statements included herein have been prepared by Black Hills Power, Inc. (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the footnotes adequately disclose the information presented. These financial statements should be read in conjunction with the financial statements and the notes thereto, included in the Company’s 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

  Accounting methods historically employed require certain estimates as of interim dates. The information furnished in the accompanying financial statements reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the June 30, 2004, December 31, 2003 and June 30, 2003, financial information and are of a normal recurring nature. The results of operations for the six months ended June 30, 2004, are not necessarily indicative of the results to be expected for the full year.

(2)  

 RECLASSIFICATIONS


  Certain 2003 amounts in the financial statements have been reclassified to conform to the 2004 presentation. These reclassifications did not have an effect on the Company’s total stockholder’s equity or net income as previously reported.

(3)  

  NON-CASH DIVIDEND AND DISCONTINUED OPERATIONS


  During the quarter ended March 31, 2003, the Company distributed a non-cash dividend to its parent company, Black Hills Corporation (Parent). The dividend consisted of 10,000 common shares of Black Hills Generation, Inc., formerly known as Black Hills Energy Capital, Inc., (Generation), which represents 100 percent ownership of Generation.

  Revenues and net income from the discontinued operations are as follows (in thousands):

Six months ended
June 30,
2003

Revenue
    $ 41,485  

Income before income taxes   $ 2,833  
Income taxes    (927 )

Net income from discontinued operations   $ 1,906  

6


(4)  

  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


  In May 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (FSP 106-2), which provides guidance on the accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (2003 Medicare Act) for employers that sponsor postretirement healthcare plans that provide prescription drug benefits. FSP 106-2 supersedes FSP 106-1 that was issued in January 2004 under the same title. The Company provides prescription drug benefits to certain eligible employees and is currently analyzing what the effects of the 2003 Medicare Act has on its accumulated postretirement benefit obligation or net periodic postretirement benefit cost. FSP 106-2 is effective for the first interim period beginning after June 15, 2004.

(5)  

  COMPREHENSIVE INCOME


  The following table presents the components of the Company’s comprehensive income (in thousands):

Three months ended Six months ended
June 30 June 30
2004
2003
2004
2003

Net income
    $ 1,816   $ 4,722   $ 6,852   $ 13,327  
Other comprehensive income, net of tax:  
  Fair value adjustment on derivatives  
    designated as cash flow hedges included  
    in discontinued operations    --    --    --    (360 )
  Reclassification adjustment on interest rate  
    swap included in net income    11    10    21    20  




Comprehensive income   $ 1,827   $ 4,732   $ 6,873   $ 12,987  




(6)  

  RELATED-PARTY TRANSACTIONS


  Receivables

  The Company has accounts receivable balances related to transactions with other Black Hills Corporation subsidiaries. The balances were $0.5 million and $0.9 million as of June 30, 2004 and December 31, 2003, respectively.

  The Company also has extended a line of credit to its Parent, Black Hills Corporation (the Parent), which is due on demand. Outstanding advances were $33.0 million at June 30, 2004 and $37.7 million at December 31, 2003. Interest income received on the note was $0.4 million and $0.9 for the six month periods ended June 30, 2004 and June 30, 2003, respectively. Advances under these notes bear interest at a variable rate that does not exceed prime (2.62 percent at June 30, 2004) and is receivable monthly.

7


  Other Balances and Transactions

  In addition to the above transactions, in order to fuel its combustion turbine, the Company purchased natural gas from Enserco Energy, an indirect subsidiary of the Parent. The amount purchased during the three month periods ended June 30, 2004 and June 30, 2003 was approximately $0.3 million and $1.0 million, respectively. The amount purchased during the six month periods ended June 30, 2004 and June 30, 2003 was approximately $0.5 million and $2.7 million, respectively. These amounts are included in “Fuel and purchased power” on the Condensed Statements of Income.

  The Company also received revenues of approximately $0.2 million and $0.1 million for the three month periods ended June 30, 2004 and June 30, 2003, and $0.6 million and $1.7 million for the six month periods ended June 30, 2004 and June 30, 2003, respectively, from Black Hills Wyoming, Inc., an indirect subsidiary of Black Hills Corporation, for the transmission of electricity.

(7)  

  EMPLOYEE BENEFIT PLAN


  Defined Benefit Pension Plan

  The Company has a noncontributory defined benefit pension plan (Plan) covering the employees of the Company who meet certain eligibility requirements.

  The components of net periodic benefit cost for the Plan for the periods ended June 30 are as follows, (in thousands):

Three Months Ended Six Months Ended
2004
2003
2004
2003

Service cost
    $ 240   $ 178   $ 480   $ 356  
Interest cost    655    625    1,310    1,250  
Expected return on plan assets    (855 )  (618 )  (1,710 )  (1,236 )
Amortization of prior service cost    41    41    82    82  
Amortization of net loss    270    276    540    552  




Net periodic benefit cost   $ 351   $ 502   $ 702   $ 1,004  






  The Company does not anticipate that a contribution will be made to the Plan in the 2004 fiscal year.

8


  Supplemental Nonqualified Defined Benefit Plan

  The Company has various supplemental retirement plans for outside directors and key executives of the Company. The Plans are nonqualified defined benefit plans.

  The components of net periodic benefit cost for the supplemental nonqualified plans for the periods ended June 30 are as follows, (in thousands):

Three Months Ended Six Months Ended
2004
2003
2004
2003

Service cost
    $ --   $ 1   $ --   $ 2  
Interest cost    27    26    54    52  
Amortization of prior service credit    --    (1 )  --    (2 )
Amortization of net loss    13    11    26    22  




Net periodic benefit cost   $ 40   $ 37   $ 80   $ 74  






  The Company anticipates that contributions to the supplemental retirement plans for the 2004 fiscal year will be approximately $0.1 million; the contributions are expected to be in the form of benefit payments.

  Non-pension Defined Benefit Postretirement Plan

  Employees who are participants in the Company’s postretirement healthcare plan and who retire from the Company on or after attaining age 55 after completing at least five years of service to the Company are entitled to postretirement healthcare benefits. These financial statements and this Note do not reflect the effects of the 2003 Medicare Act on the postretirement benefit plan (see Note 4).

  The components of net periodic benefit cost for the postretirement healthcare plan for the periods ended June 30 are as follows, (in thousands):

Three Months Ended Six Months Ended
2004
2003
2004
2003

Service cost
    $ 75   $ 50   $ 150   $ 100  
Interest cost    121    109    242    218  
Amortization of net transition obligation    29    29    58    58  
Amortization of prior service credit    (5 )  (5 )  (10 )  (10 )
Amortization of net loss    36    19    72    38  




Net periodic benefit cost   $ 256   $ 202   $ 512   $ 404  






  The Company anticipates that contributions to the postretirement healthcare plan for the 2004 fiscal year will be approximately $0.5 million; the contributions are expected to be in the form of benefits and administrative costs paid.

(8)  

  LEGAL PROCEEDINGS


  The Company is subject to various legal proceedings, claims and litigation as described in Note 6 of the Company’s 2003 Annual Report on Form 10-K. There have been no material developments in these proceedings or any new material proceedings that have developed during the first six months of 2004.

9


ITEM 2.      RESULTS OF OPERATIONS

Three Months Ended Six Months Ended
June 30 June 30
2004
2003
2004
2003
(in thousands)

Revenue
    $ 39,809   $ 39,207   $ 81,456   $ 82,970  
Operating expenses    33,249    28,610    63,488    58,721  




Operating income   $ 6,560   $ 10,597   $ 17,968   $ 24,249  




Income from continuing operations   $ 1,816   $ 4,722   $ 6,852   $ 11,421  




The following table provides certain operating statistics:

Three Months Ended Six Months Ended
June 30 June 30
2004
2003
2004
2003
Firm (system) sales - MWh      451,000    447,400    964,300    952,900  
Off-system sales - MWh    259,600    234,100    461,900    479,800  

Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003. Electric utility revenues increased 2 percent for the three-month period ended June 30, 2004, compared to the same period in the prior year. The increase in revenue was primarily due to an 11 percent increase in off-system electric MWh sales offset by a 1 percent decrease in average prices received. Revenues were impacted in part by plant availability resulting from unscheduled and scheduled maintenance outages during the three month period ended June 30, 2004. Firm commercial and industrial electricity revenues increased 1 percent and 2 percent, respectively, offset by a slight decrease in residential revenues. Degree days, which is a measure of weather trends, were 3 percent below last year.

Electric operating expenses increased 16 percent for the three-month period ended June 30, 2004, compared to the same period in the prior year. Purchased power increased $3.7 million due to a 40 percent increase in megawatt-hours purchased, at a 7 percent increase in the average cost per megawatt-hour. Megawatt-hours purchased increased due to replacement power needed because of scheduled and unscheduled plant outages and uneconomic dispatch of our gas turbines. Gas costs decreased 19 percent due to a 78 percent decrease in megawatt-hours generated with our gas turbines, as prevailing prices made it more economical for us to purchase power for our peaking needs when it was available rather than generate energy from our gas turbines. The average cost per megawatt-hour of our gas generation was $81.89 for the three months ended June 30, 2004 compared to $31.34 per megawatt-hour for purchased power for the same time period. The decrease in fuel expense was offset by increased maintenance costs for scheduled and unscheduled plant outages, increased health insurance costs and an increase in allocated corporate costs.

Income from continuing operations decreased $2.9 million primarily due to increases in purchased power expense, maintenance expense, health insurance expense and allocated corporate costs, partially offset by an increase in firm system and off-system electric sales and a decrease in fuel expense.

10


Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003. Electric utility revenues decreased 2 percent for the six-month period ended June 30, 2004, compared to the same period in the prior year. The decrease in revenue was primarily due to a 4 percent decrease in off-system electric MWh sales and a 4 percent decrease in average prices received. Revenues were impacted in part by plant availability resulting from unscheduled and scheduled maintenance outages during the six month period ended June 30, 2004. The decrease in revenue from off-system sales was partially offset by strong retail sales. Residential, commercial and industrial revenues increased 2 percent, 1 percent and 4 percent, respectively, while degree days, which is a measure of weather trends, were 6 percent below last year.

Electric operating expenses increased 8 percent for the six-month period ended June 30, 2004, compared to the same period in the prior year. Purchased power increased $4.9 million due to a 31 percent increase in megawatt-hours purchased. Megawatt-hours purchased increased primarily due to replacement power needed because of scheduled and unscheduled plant outages and uneconomic dispatch of our gas turbines. Gas costs decreased 35 percent due to a 90 percent decrease in megawatt-hours generated with our gas turbines as prevailing prices made it more economical for us to purchase power for our peaking needs when it was available rather than generate energy from our gas turbines. The average cost per megawatt-hour of our gas generation was $95.22 for the six months ended June 30, 2004 compared to $32.20 per megawatt-hour for purchased power for the same time period. The decrease in fuel expense was offset by increased maintenance costs for scheduled and unscheduled plant outages, increased health insurance costs and an increase in allocated corporate costs.

Income from continuing operations decreased $4.6 million primarily due to a decrease in off-system electric revenue and increases in purchased power expense, maintenance expense, health insurance expense and allocated corporate costs, partially offset by an increase in firm system electric sales and a decrease in fuel expense.

Forward Looking Statements

Some of the statements in this Form 10-Q include “forward-looking statements” as defined by the Securities and Exchange Commission, or SEC. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These forward-looking statements are based on assumptions, which we believe are reasonable based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, including:

    Our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations;

    General economic and political conditions, including tax rates or policies and inflation rates;

    The creditworthiness of counterparties to trading and other transactions, and defaults on amounts due from counterparties;

    The amount of collateral required to be posted from time to time in our transactions;

    Changes in or compliance with laws and regulations, particularly those relating to taxation, safety and protection of the environment;

11


    The timing and extent of changes in energy-related and commodity prices, interest rates, energy and commodity supply or volume, the cost of transportation of commodities, and demand for our services, all of which can affect our earnings, liquidity position and the underlying value of our assets;

    Weather and other natural phenomena;

    Industry and market changes, including the impact of consolidations and changes in competition;

    The effect of accounting policies issued periodically by accounting standard-setting bodies;

    The cost and effects on our business, including insurance, resulting from terrorist actions or responses to such actions;

    Capital market conditions, including price risk due to marketable securities held as investments in benefit plans; and

    Other factors discussed from time to time in our filings with the SEC

New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. We assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.

ITEM 4.      CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of June 30, 2004. Based on their evaluation, they have concluded that our disclosure controls and procedures are adequate and effective to ensure that material information relating to us that is included in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods.

Changes in Internal Control Over Financial Reporting

During the period covered by this Quarterly Report on Form 10-Q, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

12


BLACK HILLS POWER, INC.

Part II — Other Information

Item 1.  

            Legal Proceedings


  For information regarding legal proceedings, see Note 6 in Item 8 of the Company’s 2003 Annual Report on Form 10-K and Note 8 of our Notes to Financial Statements in this Quarterly Report on Form 10-Q, which information from Note 8 is incorporated by reference into this item.

Item 6.  

            Exhibits and Reports on Form 8-K


  (a)       Exhibits—

              Exhibit 31.1     Certification pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as
                                     adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

              Exhibit 31.2     Certification pursuant to Rule 13a - 14(a) of the Securities Exchange Act of 1934, as
                                     adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

              Exhibit 32.1      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                                      of the Sarbanes-Oxley Act of 2002.

              Exhibit 32.2      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
                                      of the Sarbanes-Oxley Act of 2002.

  (b)       Reports on Form 8-K

              We filed no reports on Form 8-K during the quarter ended June 30, 2004.

13


BLACK HILLS POWER, INC.

Signatures

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

              BLACK HILLS POWER, INC.

              /s/ David R. Emery                    
David R. Emery, President and
Chief Executive Officer

              /s/ Mark T. Thies                             
Mark T. Thies, Executive Vice President and
Chief Financial Officer

Dated: August 10, 2004


EXHIBIT INDEX

    Exhibit Number   Description

    Exhibit 31.1   Certification pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.

    Exhibit 31.2   Certification pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.

    Exhibit 32.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    Exhibit 32.2   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.