CHICAGO RIVET & MACHINE CO - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2002 Commission file number 0-1227
------------------ ------

CHICAGO RIVET & MACHINE CO.
---------------------------
(Exact Name of Registrant as Specified in Its Charter)

ILLINOIS 36-0904920
- --------- ------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)

P.O. Box 3061 90l Frontenac Road Naperville, Illinois 60566
----------------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, Including Area Code (630) 357-8500
--------------

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Class Outstanding at September 30, 2002
- ----- ---------------------------------

Common Stock, $1.00 Par Value 966,132 Shares
- ----------------------------- --------------

CHICAGO RIVET & MACHINE CO.

INDEX

PART I. FINANCIAL INFORMATION Page

Consolidated Balance Sheets at September 30, 2002 and
December 31, 2001 2-3
Consolidated Statements of Operations for the Three and
Nine Months Ended September 30, 2002 and 2001 4

Consolidated Statements of Retained Earnings for the
Nine Months Ended September 30, 2002 and 2001 5

Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2002 and 2001 6

Notes to the Consolidated Financial Statements 7-9

Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-11

Quantitative and Qualitative Information About Market Risk 12

Controls and Procedures 12

PART II. OTHER INFORMATION 13-21

1

CHICAGO RIVET & MACHINE CO.
Consolidated Balance Sheets
September 30, 2002 and December 31, 2001

September 30, December 31,
2002 2001
----------- -----------
(Unaudited)
Assets

Current Assets:
Cash and cash equivalents $ 1,907,902 $ 4,692,999
Certificates of deposit 2,957,733 177,882
Accounts receivable - net of allowances 5,912,031 3,995,148
Inventories:
Raw materials 1,587,944 1,649,051
Work in process 1,806,660 1,766,068
Finished goods 2,454,881 2,635,549
----------- -----------
Total inventories 5,849,485 6,050,668
----------- -----------
Deferred income taxes 607,191 607,191
Other current assets 369,124 335,590
----------- -----------
Total current assets 17,603,466 15,859,478
----------- -----------
Property, Plant and Equipment:
Land and improvements 1,010,595 1,010,595
Buildings and improvements 5,738,460 5,738,460
Production equipment, leased
machines and other 27,827,360 27,958,777
----------- -----------
34,576,415 34,707,832
Less accumulated depreciation 21,331,983 20,889,297
----------- -----------
Net property, plant and equipment 13,244,432 13,818,535
----------- -----------
Total assets $30,847,898 $29,678,013
=========== ===========

See Notes to the Consolidated Financial Statements

2

CHICAGO RIVET & MACHINE CO.
Consolidated Balance Sheets
September 30, 2002 and December 31, 2001

September 30, December 31,
2002 2001
------------ ------------
(Unaudited)

Liabilities and Shareholders' Equity

Current Liabilities:
Current portion of note payable $ 1,800,000 $ 1,800,000
Accounts payable 1,517,034 929,634
Accrued wages and salaries 1,210,267 751,582
Contributions due profit sharing plan 330,986 294,986
Other accrued expenses 505,181 384,110
Federal and state income taxes payable 48,742 82,742
------------ ------------
Total current liabilities 5,412,210 4,243,054

Note payable 282,760 1,632,760
Deferred income taxes 1,511,275 1,429,275
------------ ------------
Total liabilities 7,206,245 7,305,089
------------ ------------
Commitments and contingencies (Note 4)

Shareholders' Equity:
Preferred stock, no par value, 500,000 shares
authorized: none outstanding -- --
Common stock, $1.00 par value, 4,000,000 shares
authorized: 1,138,096 shares issued 1,138,096 1,138,096
Additional paid-in capital 447,134 447,134
Retained earnings 25,978,521 24,682,816
Treasury stock, at cost, 171,964 and 170,964 shares, respectively (3,922,098) (3,895,122)
------------ ------------
Total shareholders' equity 23,641,653 22,372,924
------------ ------------
Total liabilities and shareholders' equity $ 30,847,898 $ 29,678,013
============ ============

See Notes to the Consolidated Financial Statements

3

CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2002 and 2001
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
2002 2001 2002 2001
---- ---- ---- ----

Net sales $ 9,784,409 $ 9,342,407 $ 32,570,837 $ 31,070,990
Lease revenue 47,603 56,165 151,357 171,662
------------ ------------ ------------ ------------
9,832,012 9,398,572 32,722,194 31,242,652
Cost of goods sold and costs
related to lease revenue 7,551,109 7,068,030 24,749,263 23,842,571
------------ ------------ ------------ ------------
Gross profit 2,280,903 2,330,542 7,972,931 7,400,081
Selling and administrative expenses 1,622,289 1,697,704 5,037,376 5,073,298
------------ ------------ ------------ ------------
658,614 632,838 2,935,555 2,326,783
Other income and expenses:
Interest income 22,116 34,732 63,880 117,946
Interest expense (18,953) (52,174) (64,728) (219,548)
Gain from disposal of equipment 954 23,844 30,137 42,436
Other (expense) income, net (3,716) 3,756 11,876 12,058
------------ ------------ ------------ ------------
Income before income taxes 659,015 642,996 2,976,720 2,279,675
Provision for income taxes 224,000 216,000 1,014,000 776,000
------------ ------------ ------------ ------------
Net income $ 435,015 $ 426,996 $ 1,962,720 $ 1,503,675
============ ============ ============ ============
Average common shares outstanding 966,132 967,132 966,674 967,132
============ ============ ============ ============
Per share data:
Net income per share $ 0.45 $ 0.44 $ 2.03 $ 1.55
============ ============ ============ ============
Cash dividends declared per share $ 0.18 $ 0.18 $ 0.69 $ 0.79
============ ============ ============ ============

See Notes to the Consolidated Financial Statements

4

CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Retained Earnings
For the Nine Months Ended September 30, 2002 and 2001
(Unaudited)

2002 2001
------------ ------------

Retained earnings at beginning of period $ 24,682,816 $ 23,828,665

Net income for the nine months ended 1,962,720 1,503,675

Cash dividends declared in the period,
$.69 and $.79 per share in 2002 and 2001, respectively (667,015) (764,035)
------------ ------------
Retained earnings at end of period $ 25,978,521 $ 24,568,305
============ ============

See Notes to the Consolidated Financial Statements

5

CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2002 and 2001
(Unaudited)

2002 2001
----------- -----------

Cash flows from operating activities:
Net income $ 1,962,720 $ 1,503,675
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,431,829 1,418,608
Net gain on the sale of properties (30,137) (42,436)
Deferred income taxes 82,000 40,000
Changes in operating assets and liabilities:
Accounts receivable (1,916,883) (638,794)
Inventories 201,183 878,014
Other current assets (33,534) (216,048)
Accounts payable 587,400 431,461
Accrued expenses 615,756 26,789
Income taxes payable (34,000) 149,785
----------- -----------
Net cash provided by operating activities 2,866,334 3,551,054
----------- -----------
Cash flows from investing activities:
Capital expenditures (863,613) (1,322,612)
Proceeds from the sale of properties 36,024 56,724
Proceeds from held-to-maturity securities 727,882 2,235,989
Purchases of held-to-maturity securities (3,507,733) (2,483,985)
----------- -----------
Net cash used in investing activities (3,607,440) (1,513,884)
----------- -----------
Cash flows from financing activities:
Payments under term loan agreement (1,350,000) (1,350,000)
Purchase of treasury stock (26,976) --
Cash dividends paid (667,015) (764,035)
----------- -----------
Net cash used in financing activities (2,043,991) (2,114,035)
----------- -----------
Net decrease in cash and cash equivalents (2,785,097) (76,865)
Cash and cash equivalents at beginning of period 4,692,999 2,265,442
----------- -----------
Cash and cash equivalents at end of period $ 1,907,902 $ 2,188,577
=========== ===========

See Notes to the Consolidated Financial Statements

6

CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. In the opinion of the Company, the accompanying unaudited interim financial
statements contain all adjustments necessary to present fairly the financial
position of the Company as of September 30, 2002 and the results of operations
and changes in cash flows for the indicated periods.

The Company uses estimated gross profit rates to determine the cost of goods
sold during interim periods on a portion of its operations. Actual results could
differ from those estimates and will be adjusted, as necessary, following the
Company's annual physical inventory in the fourth quarter.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

2. The results of operations for the three and nine-month period ending
September 30, 2002 are not necessarily indicative of the results to be expected
for the year.

3. The Company extends credit primarily on the basis of 30-day terms to various
companies doing business primarily in the automotive industry. The Company has a
concentration of credit risk primarily within the automotive industry and in the
Midwestern United States.

4. The Company is, from time to time, involved in litigation in the normal
course of business. While it is not possible at this time to establish the
ultimate amount of liability with respect to contingent liabilities, including
those related to legal proceedings, management is of the opinion that the
aggregate amount of any such liabilities, for which provision has not been made,
will not have a material adverse effect on the Company's financial position.

7

CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5. Segment Information--The Company operates in two business segments as
determined by its products. The fastener segment includes rivets, cold-formed
fasteners and screw machine products. The assembly equipment segment includes
automatic rivet setting machines, parts and tools for such machines and the
leasing of automatic rivet setting machines. Information by segment is as
follows:

8

CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Assembly
Fastener Equipment Other Consolidated
-------- --------- ----- ------------

Nine Months Ended September 30, 2002:
Net sales and lease revenue $ 26,405,711 $ 6,316,483 $ -- $ 32,722,194

Depreciation 1,097,266 164,727 169,836 1,431,829

Segment profit 3,381,677 1,777,093 -- 5,158,770
Selling and administrative expenses 2,181,202 2,181,202
Interest expense 64,728 64,728
Interest income (63,880) (63,880)
------------
Income before income taxes 2,976,720
------------
Capital expenditures 774,996 13,446 75,171 863,613

Nine Months Ended September 30, 2001:
Net sales and lease revenue $ 25,042,640 $ 6,200,012 $ -- $ 31,242,652

Depreciation 1,059,653 182,097 176,858 1,418,608

Segment profit 2,967,047 1,786,999 -- 4,754,046
Selling and administrative expenses 2,372,769 2,372,769
Interest expense 219,548 219,548
Interest income (117,946) (117,946)
------------
Income before income taxes 2,279,675
------------
Capital expenditures 1,194,605 13,209 114,798 1,322,612

9

CHICAGO RIVET & MACHINE CO.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Net revenue for the third quarter of 2002 totaled $9,832,012, an
increase of 4.6% compared with the third quarter of 2001. Within the fastener
segment, revenue improved 3.6% compared with the third quarter of 2001 while
revenue within the assembly equipment segment increased 9.4 % compared with the
year earlier period. Historically, third quarter revenues fall short of the
preceding quarters as a result of regularly scheduled vacation shutdowns at our
facilities as well as at many of our customers and that was again the case in
2002. On a year to date basis, net revenue for the first nine months of 2002
amounted to $32,722,194, a 4.7% increase compared with the first nine months of
2001. Within the fastener segment, year to date revenue is 5.4% higher than that
reported one year ago while revenue within the assembly equipment segment
increased a more modest 1.9% compared with the first nine months of 2001. These
improvements are primarily attributable to a combination of new business and
modest increases in activity at certain customers and are not indicative of a
widespread improvement in market conditions.

While we are pleased with the revenue gains that were attained despite
difficult market conditions, our operating results were somewhat disappointing.
Within our primary markets, the combination of weak demand and excess capacity
continue to limit our ability to obtain the price relief necessary to offset the
impact of rising costs of manufacturing. Customers within the automotive
markets, in particular, continue to press for price reductions. These conditions
have had a negative impact on operating profits, and this was especially evident
in the results for the fastener segment during the third quarter of this year.
While selling prices were under pressure, the tariffs imposed upon steel
products contributed to an overall increase in the cost of raw materials.
Margins within the fastener segment were also adversely affected by higher costs
for employee health insurance and higher expenses related to resolving specific
quality control issues. Within the assembly equipment segment, slightly higher
volumes were the primary factor contributing to an improvement in gross margins
for the period. Net income for the third quarter of 2002 amounted to $435,015,
or $.45 per share on 966,674 average shares outstanding, compared with $426,996,
or $.44 per share on 967,132 average shares outstanding during the third quarter
of 2001.

On a year to date basis, gross margin percentages within the assembly
equipment segment are slightly below those of the first nine months of 2001,
primarily due to increases in the cost of raw materials, labor and employee
insurance. Year to date results within the fastener segment continue to show
improvement compared with the prior year, despite third quarter results.
Operating results for the first nine months were positively impacted by
increased operating volumes, combined with lower expenses for tooling and
utilities, compared with the prior year. These improvements have been partially
offset by increases in the cost of health insurance, higher labor rates, and
recently, the impact of tariffs upon the price of raw material. Net income for
the first nine months of this year amounted to $1,962,720, or $2.03 per share on
966,674 average shares outstanding, compared with $1,503,675, or $1.55 per share
on 967,132 average shares outstanding during the first nine months of 2001.

Selling and administrative expenses, in total, declined modestly during
both the third quarter and the first nine months of 2002 compared with the same
periods in 2001. During the third quarter, increases in salaries, commissions
and insurance costs were fully offset by a decrease in the provision for bad
debts. During the third quarter of 2001, bad debt expense was unusually high due
to a bankruptcy filing of a large customer.

Working capital at the end of the third quarter amounted to $12.2
million, approximately equal to the end of the second quarter and an increase of
$.6 million year to date. Capital expenditures during the quarter were primarily
related to equipment used in the manufacture of fasteners. At September 30,
2002, the balance on the term note was $2.1 million and the interest rate was
approximately 2.8%. The Company also has a $1.0 million line of credit available
through Bank of America, N.A. There is no charge for this facility until it is
utilized. We believe that current cash, cash equivalents and the available
credit facility will be sufficient to meet the Company's working capital needs
for the foreseeable future.

We do not anticipate a significant improvement in overall business
conditions in the near term. Within the fastener segment, excess capacity is
likely to limit our ability to increase prices enough to fully offset increases
in manufacturing costs. We also expect that automotive customers will continue
to press for price reductions. In response, we will continue our efforts to hold
the line on expenses, reduce costs wherever possible and to continue our efforts
to secure new, profitable business from both new and existing customers.

The foregoing discussion is only intended to provide highlights of operations
for the periods covered. Additional information is contained in our Form 10-Q,
which has been filed with the SEC and is available to shareholders upon request
from the Company, or via the internet through the SEC's EDGAR database. This
discussion contains certain

10

"forward-looking statements" which are inherently subject to risks and
uncertainties that may cause actual events to differ materially from those
discussed herein. Factors which may cause such differences in events include,
among other things, our ability to maintain our relationships with our
significant customers; increases in the prices of, or limitations on the
availability of, our primary raw materials; or a downturn in the automotive
industry, upon which we rely for sales revenue, and which is cyclical and
dependent on, among other things, consumer spending, international economic
conditions and regulations and policies regarding international trade. Many of
these factors are beyond our ability to control or predict. Readers are
cautioned not to place undue reliance on these forward-looking statements. We
undertake no obligation to publish revised forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

11

CHICAGO RIVET & MACHINE CO.

QUANTITATIVE AND QUALITATIVE INFORMATION ABOUT MARKET RISK

Over time, the Company is exposed to market risks arising from changes
in interest rates. The Company has not historically used derivative financial
instruments. As of September 30, 2002, $2.1 million of floating-rate debt was
exposed to changes in interest rates compared to $3.4 million as of December 31,
2001. This exposure was primarily linked to the London Inter-Bank Offering Rate
and the lender's prime rate under the Company's term loan. A hypothetical 10%
change in these rates would not have had a material effect on the Company's
quarterly earnings.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company's
Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the Company's disclosure controls and procedures (as such term
is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"). Based on such
evaluation, such officers have concluded that, as of the Evaluation Date, the
Company's disclosure controls and procedures are effective in alerting them on a
timely basis to material information relating to the Company (including its
consolidated subsidiary) required to be included in the Company's periodic
filings under the Exchange Act.

(b) Changes in Internal Controls. Since the Evaluation Date, there have
not been any significant changes in the Company's internal controls or in other
factors that could significantly affect such controls.

12

PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

99.1 Interim Report to Shareholders for the quarter ended
September 30, 2002.

99.2 Certification of CEO Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

99.3 Certification of CFO 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

No reports on Form 8-K were filed during the current period.

13

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.

CHICAGO RIVET & MACHINE CO.
-----------------------------------
(Registrant)

Date: November 1, 2002
/s/ John A. Morrissey
-----------------------------------
John A. Morrissey
Chairman of the Board of Directors
and Chief Executive Officer

Date: November 1, 2002
/s/ John C. Osterman
-----------------------------------
John C. Osterman
President, Chief Operating
Officer and Treasurer
(Principal Financial Officer)

Date: November 1, 2002

/s/ Michael J. Bourg
-----------------------------------
Michael J. Bourg
Controller (Principal Accounting
Officer)

14

CERTIFICATIONS

I, John A. Morrissey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chicago Rivet
& Machine Co.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: November 1, 2002 /s/ JOHN A. MORRISSEY
-----------------------------
John A. Morrissey
Chairman

15

I, John C. Osterman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chicago Rivet
& Machine Co.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: November 1, 2002 /s/ JOHN C. OSTERMAN
--------------------------------
John C. Osterman
President/Treasurer

16

CHICAGO RIVET & MACHINE CO.

EXHIBITS

INDEX TO EXHIBITS

Exhibit
Number Page
-----

99.1 Interim Report to Shareholders for the
quarter ended September 30, 2002 18-19

99.2 Certification of CEO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 20

99.3 Certification of CFO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 21

17