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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 2, 2010
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-29617
INTERSIL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 59-3590018 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
1001 Murphy Ranch Road
Milpitas, California 95035
(Address of principal executive offices, including zip code)
(408) 432-8888
(Registrant’s telephone number, including area code)
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act).
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller Reporting Company | ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of the issuer’s classes of common stock as of the close of business on April 30, 2010:
Title of Each Class | Number of Shares | |
Class A common stock par value $.01 per share | 123,695,151 |
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INTERSIL CORPORATION
Explanatory Note
This Amendment No. 1 on Form 10-Q/A is being filed solely to correct a typographical error regarding backlog of open orders contained within Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Intersil Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2010 filed with the Securities and Exchange Commission on May 7, 2010. All other information in the Form 10-Q, including the financial statements, is unchanged from the original filing.
The Form 10-Q incorrectly stated that we had a six-month backlog as of April 2, 2010 of $165.1 million compared to a six-month backlog of $157.4 million as of January 1, 2010 and of $126.9 million as of April 3, 2009. The correct six-month backlog as of April 2, 2010 was $196.8 million. Although not always the case, backlog can be a leading indicator of performance for approximately the next two quarters.
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| Page | ||||
PART I. FINANCIAL INFORMATION | ||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 | ||
PART II. OTHER INFORMATION | ||||
Item 6. | 10 | |||
| 11 | ||||
| 12 | ||||
| 13 | ||||
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PART I. FINANCIAL INFORMATION
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
You should read the following discussion in conjunction with our condensed consolidated financial statements, including the notes thereto. Except for historical information, the discussions in this section contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed below.
Forward Looking Statements
This Quarterly Report contains statements relating to expected future results and business trends of Intersil that are based upon our current estimates, expectations and projections about our industry, and upon management’s beliefs, and certain assumptions we have made, that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” and variations of these words or similar expressions are intended to identify “forward-looking statements.” In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are “forward-looking statements.” Such statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results may differ materially and adversely from those expressed in any “forward-looking statement” as a result of various factors. These factors include, but are not limited to: industry and global economic and market conditions, such as the cyclical nature of the semiconductor industry and the markets addressed by our and our customers’ products; demand for, and market acceptance of, new and existing products; successful development of new products; the timing of new product introductions; new product performance and quality; the successful integration of acquisitions; manufacturing difficulties, such as the availability and extent of utilization of manufacturing capacity and raw materials; procurement shortages; the failure of our suppliers or outsource providers to perform their obligations in a manner consistent with our expectations; the need for additional capital; pricing pressures and other competitive factors, such as competitor’s new products; competitors with significantly greater financial, technical, manufacturing and marketing resources; changes in product mix; fluctuations in manufacturing yields; product obsolescence; the ability to develop and implement new technologies and to obtain protection of the related intellectual property; legal challenges to our products and technology, such as intellectual property infringement and misappropriation claims; customer service; the extent that customers use our products and services in their business, such as the timing of the subsequent entry of our customers’ products containing our components into production, the size and timing of orders from customers and customer cancellations or shipment delays; changes in import export regulations; legislative, tax, accounting, or regulatory changes or changes in their interpretation; transportation, communication, demand, information technology or supply disruptions based on factors outside our control such as natural disasters, wars and terrorist activities; and exchange rate fluctuations. These “forward-looking statements” are made only as of the date hereof and we undertake no obligation to update or revise the “forward-looking statements,” whether as a result of new information, future events or otherwise.
Overview
We design, develop, manufacture and market high-performance analog and mixed signal integrated circuits (ICs). We believe our product portfolio addresses some of the fastest growing applications within the high-end consumer, industrial, computing and communications markets.
Critical Accounting Policies
You should refer to the disclosures regarding critical accounting policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2010.
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Results of Operations
Statement of operations data and percentage of revenue for the periods indicated ($ in millions):
| Quarter ended | Quarter ended | |||||||||||||
| April 2, 2010 | April 2, 2010 (% of revenue) | April 3, 2009 | April 3, 2009 (% of revenue) | |||||||||||
Revenue | $ | 189.4 | 100.0 | % | $ | 118.2 | 100.0 | % | ||||||
Cost of revenue | 82.5 | 43.6 | % | 53.0 | 44.9 | % | ||||||||
Gross profit | 106.9 | 56.4 | % | 65.1 | 55.1 | % | ||||||||
Operating costs and expenses | ||||||||||||||
Research and development | 41.7 | 22.0 | % | 32.8 | 27.7 | % | ||||||||
Selling, general and administrative | 32.6 | 17.2 | % | 25.8 | 21.9 | % | ||||||||
Amortization of purchased intangibles | 2.9 | 1.5 | % | 3.5 | 3.0 | % | ||||||||
In-process research and development credit | — | — | % | (0.2 | ) | (0.2 | %) | |||||||
Restructuring and other related charges | — | — | % | 1.6 | 1.3 | % | ||||||||
Operating income | 29.8 | 15.7 | % | 1.7 | 1.4 | % | ||||||||
Gain (loss) on deferred compensation investments, net | 0.3 | 0.2 | % | (0.2 | ) | (0.2 | %) | |||||||
Other-than-temporary impairment losses | (1.1 | ) | (0.6 | %) | — | — | % | |||||||
Interest income, net | 0.5 | 0.3 | % | 1.4 | 1.2 | % | ||||||||
Income before income taxes | 29.6 | 15.6 | % | 2.9 | 2.5 | % | ||||||||
Income tax expense | 1.9 | 0.1 | % | 0.5 | 0.4 | % | ||||||||
Net income | $ | 27.7 | 14.6 | % | $ | 2.4 | 2.0 | % | ||||||
Note: Totals and percentages may not add or calculate precisely due to rounding. We have modified certain amounts in the quarter ended April 3, 2009 to conform to the presentation in the quarter ended April 2, 2010.
Revenue and Gross Profit
Revenue for the quarter ended April 2, 2010 increased $71.2 million or 60.2% to $189.4 million from $118.2 million during the quarter ended April 3, 2009. The increase in sales was broad based and driven by revenue increases from all end markets. Sales into the industrial, computing, communication and consumer end markets increased by 70%, 66%, 52% and 51%, respectively, from the first quarter of 2009.
Revenues by end market were as follows ($ in millions):
| Quarter ended April 2, 2010 | Quarter ended April 3, 2009 | |||||||||||
| % of revenue | % of revenue | |||||||||||
Computing | $ | 61.2 | 32.3 | % | $ | 36.8 | 31.2 | % | ||||
Communication | 45.3 | 23.9 | % | 29.9 | 25.2 | % | ||||||
Industrial | 45.2 | 23.9 | % | 26.6 | 22.5 | % | ||||||
Consumer | 37.7 | 19.9 | % | 24.9 | 21.1 | % | ||||||
Total | $ | 189.4 | 100.0 | % | $ | 118.2 | 100.0 | % | ||||
In aggregate, a 65.2% increase in unit shipments increased net revenue from first quarter of 2009 levels by $77.1 million and average selling prices (ASPs) decreased 3.0%, decreasing revenues by $5.9 million. The trend of declining unit prices, which must be made up by higher unit volumes for sales growth, is normal for the semiconductor industry and we expect it to continue. These trend characteristics are not currently believed to be a material change in the demand or financial return characteristics for our products and are expected to continue into the future.
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Geographically, revenues were derived from the Asia/Pacific, North America and Europe regions as follows:
| April 2, 2010 | April 3, 2009 | |||||
| (% of revenues) | ||||||
Asia/Pacific | 73 | % | 70 | % | ||
North America | 18 | 20 | ||||
Europe | 9 | 10 | ||||
Total | 100 | % | 100 | % | ||
We anticipate that our revenue from Asia/Pacific region customers will continue to grow in percentage terms as that region leads in the manufacture of the finished goods (consumer electronics, computers, communications equipment) in which our products are used. End market demand for those products is global, and therefore, dependent on aggregate global economic metrics and conditions such as personal incomes and business activity and not necessarily on Asian and Pacific Rim regional economic factors.
We sell our products to customers in many countries including, in descending order by revenue dollars for our top ten countries, China (including Hong Kong), the United States, South Korea, Japan, Taiwan, Singapore, Germany, Netherlands, Thailand, and Malaysia. Sales to customers in China, including Hong Kong, comprised approximately 47% of revenue, followed by the United States (17%) and South Korea (7%) during the quarter ended April 2, 2010. Two distributors that support a wide range of customers around the world accounted for 15% and 10% of our revenues in the quarter ended April 2, 2010. One original design manufacturer accounted for 9% of our revenues for the quarter ended April 2, 2010.
Cost of Revenue and Gross Profit
Cost of revenue consists primarily of purchased materials and services, labor and overhead associated with product manufacturing. During the quarter ended April 2, 2010, gross profit increased $41.8 million or 64.1% to $106.9 million from $65.1 million during the quarter ended April 3, 2009. As a percentage of sales, gross margin was 56.4% during the quarter ended April 2, 2010 compared to 55.1% during the quarter ended April 3, 2009. The increase in gross margin was primarily due to increased sales and higher utilization of resources, as well as fluctuations caused by product sales mix changes at the product family level. Generally, our computing and high-end consumer products have lower gross margins than our industrial and communications products.
We strive to improve gross margins from their present levels by emphasizing new high-margin products and cost saving opportunities in our manufacturing chain. We expect to continue to realize savings from our restructuring initiatives, higher utilizations and our conversion from gold to copper wire in many of our high volume products.
Operating Costs, Expenses and Other Income
Research and Development (R&D)
R&D expenses consist primarily of salaries and costs of employees engaged in product/process research, design and development activities, as well as related subcontracting activities, prototype development, cost of design tools and technology license agreement expenses. R&D expenses increased $8.9 million or 27.2% to $41.7 million during the quarter ended April 2, 2010 from $32.8 million during the quarter ended April 3, 2009. This increase was due primarily to new employees from acquisitions, incentive plans, and lower costs in the first quarter of 2009 due to short-term cost saving initiatives implemented in response to the changing economy.
Selling, General and Administrative (SG&A)
SG&A costs primarily include salary and incentive expenses of employees engaged in marketing and selling, as well as salaries and expenses required to perform our human resource, finance, legal and executive functions. SG&A costs increased by $6.7 million or 26.1% to $32.6 million during the quarter ended April 2, 2010 from $25.8 million during the quarter ended April 3, 2009. This increase was due primarily to acquisition related costs, incentive plans, and lower costs in the first quarter of 2009 due to short-term cost saving initiatives implemented in response to the changing economy.
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Amortization of Purchased Intangible Assets
Amortization of purchased intangible assets decreased $0.6 million or 17.8% to $2.9 million in the quarter ended April 2, 2010 from $3.5 million in the quarter ended April 3, 2009. The decrease resulted primarily from certain balances that became fully amortized, offset by the acquisitions of Quellan in the third quarter of 2009 and Rock in the first quarter of 2010. We expect amortization of current definite-lived intangible asset balances to remain essentially flat in the second quarter, declining gradually in 2010 as certain balances become fully amortized.
Restructuring
In fiscal year 2008, we implemented plans to consolidate our internal foundries, reduce the related workforce and reduce our world-wide workforce by approximately 9%, resulting in an estimated combined annual cost savings between $12 million and $14 million. We recorded no restructuring related charges in the quarter ended April 2, 2010 compared to $1.6 million in the quarter ended April 3, 2009 for employee severance, facility consolidation and other costs associated with our restructuring plans. All current restructuring plans have been completed and we have no remaining restructuring liability.
Gain (loss) on Deferred Compensation Investments, Net
We have a liability for a qualified deferred compensation plan. We maintain a portfolio of approximately $11.0 million of investments under the plan. Changes in the fair value of the asset are recorded as a gain (loss) on investments and changes in the fair value of the liability are recorded as a component of compensation expense in selling, general and administrative expense. In general, the compensation expense (benefit) is substantially offset by the gains and losses on the investment. During the quarter ended April 2, 2010, we recorded a gain on deferred compensation investments of $0.3 million and an increase in selling, general and administrative expense of $0.3 million.
Other-Than-Temporary Impairment Losses
During the quarter ended April 2, 2010, we recorded an impairment charge of $1.1 million, before taxes, on certain preferred equity securities whose decline in fair value was determined to be other-than-temporary. We continue to monitor our securities and intend to hold all of these investments until the anticipated recovery in market value occurs.
Interest Income, net
Net interest income decreased to $0.5 million during the quarter ended April 2, 2010, from $1.4 million during the quarter ended April 3, 2009. The decrease is attributable to declining interest rates when compared to the same period last year.
Income Tax
Income tax expense for the quarter ended April 2, 2010 was $1.9 million or 6.5% of income before taxes compared with $0.5 million or 18.1% of income before taxes for the quarter ended April 3, 2009. The quarter ended April 2, 2010 included a one-time discrete benefit resulting from the donation of our Fab facilities in Palm Bay, offset by the expiration of the research tax credit. Excluding these items, the effective tax rate on income was further reduced by a greater portion of income in lower tax jurisdictions. Our tax rate is expected to be approximately 18%-20% in future quarters.
In determining net income, we estimate and exercise judgment in the calculation of tax expense and tax liabilities and in assessing the recoverability of deferred tax assets that arise from temporary differences between the tax and financial statement recognition of assets and liabilities.
In the ordinary course of business, the ultimate tax outcome of many transactions and calculations is uncertain, as the calculation of tax liabilities involves the application of complex tax laws in the United States and other jurisdictions. We recognize liabilities for additional taxes that may be due on tax audit issues based on an estimate of the ultimate resolution of those issues. Although we believe the estimates are reasonable, the final outcome may be different than amounts we estimate. Such determinations could have a material impact on the income tax provision, effective tax rate and operating results in the period they occur. In addition, the effective tax rate reflected in our forward-looking statements is based on current enacted tax law. Significant changes in enacted tax law could materially affect our estimates.
Backlog
Our sales are made pursuant to purchase orders that are generally booked up to six months in advance of delivery. Our standard terms and conditions of sale provide that these orders become non-cancelable and non-reschedulable thirty days prior to the most current customer request date (CRD) for standard products and ninety days prior to CRD for semi-custom and custom products. Backlog is influenced by several factors, including market demand, pricing and customer order patterns
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in reaction to product lead times. Additionally, we believe backlog can fall faster than consumption rates in periods of weak end-market demand since production lead times can be shorter. Conversely, we believe backlog can grow faster than consumption in periods of strong end-market demand as cycle and delivery times increase and some customers may increase orders in excess of their current consumption to reduce their own risk of production disruptions.
We had a six-month backlog as of April 2, 2010 of $196.8 million compared to a six-month backlog of $157.4 million as of January 1, 2010 and of $126.9 million as of April 3, 2009. Although not always the case, backlog can be a leading indicator of performance for approximately the next two quarters.
Business Outlook
On April 21, 2010, we announced our outlook for the second quarter of 2010. With a positive book-to-bill in the first quarter and increasing backlog, we expected to see sequential growth in the second quarter. At that time, we expected revenue to increase to $200 million to $208 million. We expected GAAP earnings per diluted share of approximately $0.23 to $0.26. The full announcement can be referenced in the press release that is an exhibit to a Current Report on Form 8-K furnished on April 21, 2010.
Contractual Obligations and Off-Balance Sheet Arrangements
Our contractual obligations and off-balance sheet arrangements have not changed significantly from January 1, 2010. As of April 2, 2010, we had committed to purchase $31.5 million of inventory from suppliers.
Certain acquisitions in 2008 and 2009 contain provisions in the purchase agreements for payment of additional consideration to former stockholders if revenue in excess of a base amount is attained. The maximum payout under these provisions is $28.0 million, based on revenue earned through March 2011. We have a contingent liability of approximately $1.4 million related to the Quellan purchase. Due to the uncertainty of revenue in excess of the base amounts, we have not accrued any amount for additional consideration for acquisitions prior to January 2, 2009.
Liquidity and Capital Resources
Our capital requirements depend on a variety of factors, including but not limited to, the rate of increase or decrease in our existing business base; the success, timing and amount of investment required to bring new products to market; revenue growth or decline; and potential acquisitions. We believe that we have the financial resources necessary to meet business requirements for the next 12 months, including capital expenditures for the expansion or upgrading of worldwide manufacturing capacity, working capital requirements, our dividend program and potential future acquisitions or strategic investments. As of April 2, 2010, our total shareholders’ equity was $1.1 billion. At that date, we had $379.6 million in cash and short-term investments. We had no debt outstanding.
We have $62.4 million in long-term investments, primarily auction rate securities. These securities are composed of approximately $34.6 million of insurance related securities, $9.0 million of corporate credit securities, and $18.8 million of student loan based securities. We continue to accrue and receive interest on the securities based on a contractual rate. The weighted rate is currently approximately 181 basis points above one month LIBOR.
On October 17, 2008, we established a $75 million revolving credit facility with Bank of America, N.A. as administrative agent and certain other banks. This credit line increases our available liquidity and enhances our ability to invest in our business. To date, we have not drawn on the line. We are currently in compliance with all covenants under the agreement.
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Our primary sources and uses of cash during the quarters ended April 2, 2010 and April 3, 2009 were as follows:
| Quarter ended | ||||||||
| April 2, 2010 | April 3, 2009 | |||||||
| (in millions) | ||||||||
Sources of Cash | ||||||||
Existing business performance and activities | ||||||||
Operating activities, including working capital changes | $ | 37 | $ | 14 | ||||
Proceeds from exercise of compensatory stock plans, including tax benefits | 3 | 2 | ||||||
| $ | 40 | $ | 16 | |||||
Uses of Cash | ||||||||
Business improvement investments | ||||||||
Business acquisitions, net | $ | (4 | ) | $ | (1 | ) | ||
Capital expenditures, net of sale proceeds | (2 | ) | (2 | ) | ||||
| $ | (6 | ) | $ | (3 | ) | |||
Returned to shareholders | ||||||||
Dividends paid | (15 | ) | (15 | ) | ||||
| $ | (15 | ) | $ | (15 | ) | |||
Cash/Investment Management Activities | ||||||||
Decrease (increase) in investments and foreign exchange effects | $ | 12 | $ | (16 | ) | |||
Net increase (decrease) in cash and cash equivalents | $ | 31 | $ | (18 | ) | |||
For the quarter ended April 2, 2010, our primary sources of cash were $40 million compared to $16 million in the quarter ended April 3, 2009, an increase of $24 million. We used approximately $2 million for capital expenditures and $4 million for the Rock acquisition. We returned $15 million to shareholders in the form of dividends. Investment balances were decreased by $12 million in the quarter ended April 2, 2010 compared to an increase of $16 million during the quarter ended April 3, 2009, resulting in net cash provided of $31 million overall.
We strive to constantly improve the cash flows from our existing business activities and return the majority of that cash flow to shareholders. We maintain and improve our existing business performance with necessary capital expenditures and acquisitions that may further improve our business and return on investment. Cash, debt, stock or any combination thereof may be issued to fund additional acquisitions to improve our business.
Non-cash Working Capital
Trade accounts receivable, less valuation allowances, increased by $11.6 million to $85.2 million as of April 2, 2010 from $73.6 million as of January 1, 2010. This increase primarily reflects the increased sales in the past quarter compared to the fourth quarter of 2009. Inventories, net of reserves, decreased by $0.9 million to $80.3 million as of April 2, 2010 from $81.2 million as of January 1, 2010.
Capital Expenditures
Capital expenditures were $2.4 million for the quarter ended April 2, 2010 and $2.5 million for the quarter ended April 3, 2009. We anticipate capital expenditures will increase beginning in the second quarter of 2010 as we begin to invest in expanded capacity to meet growing sales demand.
Proceeds from exercises of Stock Options and our Stock Purchase Plan
For the quarter ended April 2, 2010, cash flow from exercises of stock options and related tax benefits and sales under our ESPP increased to approximately $3.4 million as compared with $1.6 million in the quarter ended April 3, 2009. Exercises are decisions of grantees and are influenced by the level of our stock price and by other considerations of grantees. While the level of cash inflow from exercises is difficult to forecast or control, we believe it will remain a secondary source of cash.
Stock Dividends
In January 2010, our Board of Directors declared a quarterly dividend of $0.12 per share of common stock. The dividend was paid on February 19, 2010 to shareholders of record as of the close of business on February 9, 2010. In April 2010, our Board of Directors also declared a dividend of $0.12 per share, to be paid on May 21, 2010 to shareholders of record as of the close of business on May 11, 2010.
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PART II. OTHER INFORMATION
| Item 6. | Exhibits |
The list of exhibits required by Item 601 of Regulation S-K to be filed as part of this Quarterly Report is incorporated by reference to the Index to Exhibits following the signatures herein.
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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INTERSIL CORPORATION |
(Registrant) |
/s/ Jonathan A. Kennedy |
| Jonathan A. Kennedy |
| Chief Financial Officer |
Date: May 17, 2010
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Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Intersil Corporation (incorporated by reference to Exhibit 3.01 to the Quarterly Report on Form 10-Q, filed August 9, 2005). | |
| 3.2 | Restated Bylaws of Intersil (incorporated by reference to Exhibit 3.02 to the Quarterly Report on Form 10-Q, filed August 7, 2009). | |
| 4 | Specimen Certificate of Intersil Corporation’s Class A Common Stock (incorporated by reference to Exhibit 4.01 to the Annual Report on Form 10-K, filed on February 27, 2007). | |
| 10 | Office Lease dated March 1, 2010 between MRTP, LLC and Intersil Corporation (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q, filed May 7, 2010). | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 32 | Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
| * | Filed herewith. |
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