Microelectronics sales in the quarter were up 4% driven by growth in the display and data storage markets due to the strong demand for MP3 players. In addition, new fab construction activity in Taiwan contributed to the growth in the quarter. By geography, strong growth in Asia (+14½%) was partly offset by shortfalls in the Western Hemisphere (-10%) and Europe (-14%). We expect the market in Europe to start to improve in the second quarter and continued strong growth in Asia for the remainder of fiscal year 2006. We expect sales in the Microelectronics segment, to increase in the mid single-digit range for the full fiscal year 2006.
The consolidated operating profit as a percentage of sales was 12.4% as compared to 13.9% in the first quarter of fiscal year 2005. Operating profit dollars decreased by $3,938, or 7%, to $53,593. The reduction in operating profit reflects the integration of the research and development function into the lines of business, which was previously managed as a Corporate function, pricing reductions in our blood filtration business, ongoing investments in Asia and the impact of stock compensation and the adoption of SFAS No. 123(R), principally in Industrial. The integration of the research and development function primarily impacted our Life Sciences business (principally Medical and in the Western Hemisphere). In addition, operating profit was negatively impacted by several low margin Industrial system sales in Europe and the impact of facility and equipment refurbishments in our European Life Sciences’ plants. The effect of these factors was partly offset by savings generated by our CoRe programs and the impact of strong sales growth in Asia and in Aerospace. The operating profit details for the quarters ended October 31, 2005 and October 31, 2004 can be found in the Segment Information and Geographies note accompanying the condensed consolidated financial statements.
The table below presents sales for the quarters ended October 31, 2005 and October 31, 2004 to unaffiliated customers by geography, including the effect of exchange rates for comparative purposes.
By geography, sales in the Western Hemisphere increased 1½% on a reported basis and 1% in local currency compared with the first quarter of fiscal year 2005, as strong growth in Aerospace and modest growth in General Industrial was offset by shortfalls in Medical and Microelectronics. BioPharmaceuticals sales were flat. Exchange rates increased sales by $511, primarily related to the strengthening of the Canadian dollar. Operating profit was 13.4% of total sales (including intercompany sales to other geographies) on par with the first quarter of fiscal year 2005 as reduced pricing in our blood filtration business and the impact of the transfer of the research and development function from Corporate was offset by savings generated from our CoRe programs. Operating profit dollars increased $1,358, or 5%.
In Europe, sales increased 3% in local currency as strong growth in Aerospace and BioPharmaceuticals were partly offset by the impact of flat sales in General Industrial (the largest of Europe’s markets) and a shortfall in Microelectronics. Medical sales were up slightly. The weakening of European currencies reduced sales by $2,873 resulting in reported sales growth of 1%. Operating profit was 6.5% of total sales (including intercompany sales to other geographies) as compared to 10.7% in the first quarter of fiscal year 2005, while operating profit dollars declined $8,085, or 38½%. The decline in operating profit reflects the impact of several low margin Industrial system sales in the quarter, facility and equipment refurbishments in our Life Sciences’ plants as well as the impact of stock compensation and the adoption of SFAS No. 123(R).
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Sales in Asia increased 12½% in local currency driven by double-digit growth in General Industrial and Microelectronics. The strengthening of certain Asian currencies, partly offset by the impact of a weakened Yen, increased sales by $517, resulting in reported sales growth of 13%. Operating profit was 14.2% of total sales (including intercompany sales to other geographies) on par with the first quarter of fiscal year 2005. Operating profit dollars increased by $1,779, or 13½% reflecting the strong sales growth in the quarter partly offset by increased costs related to our ingoing investments in sales and manufacturing in this region.
General corporate expenses decreased $2,674 to $14,378. The decline in expenses reflects the impact of our CoRe programs, the transfer of the research and development function into the lines of business partly offset by the impact of stock compensation and the adoption of SFAS No. 123(R) as well as increased amortization expense.
Liquidity and Capital Resources
Net cash provided by operating activities in the first quarter of fiscal year 2006 was $31,470, an increase of $8,610 as compared with the first quarter of fiscal year 2005. The increase in cash flow reflects the impact of increased earnings and changes in working capital items, particularly accounts receivable and income tax payable.
Free cash flow, which is defined as net cash provided by operating activities less capital expenditures, was $9,834 in the first quarter, as compared with $5,314 in the first quarter of fiscal year 2005. The increase in free cash flow reflects the factors discussed above, partly offset by a higher level of capital expenditures. We believe this measure is important because it is a key element of our planning. We utilize free cash flow, which is a non-GAAP measure, as one way to measure our current and future financial performance. The following table reconciles free cash flow to net cash provided by operating activities.
| | | | | Three Months
Ended Oct. 31,
2005 | | | Three Months
Ended Oct. 31,
2004 | | | Fiscal Year
2005 | |
| | | |
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| | Net cash provided by operating activities | | $ | 31,470 | | $ | 22,860 | | $ | 162,743 | |
| | Less capital expenditures | | | 21,636 | | | 17,546 | | | 86,153 | |
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| | Free cash flow | | $ | 9,834 | | $ | 5,314 | | $ | 76,590 | |
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The Company’s balance sheet is affected by spot exchange rates used to translate local currency amounts into U.S. dollars. In comparing spot exchange rates at October 31, 2005 to those at July 31, 2005, the British Pound has strengthened against the U.S. dollar, while the Euro and the Japanese Yen have weakened against the U.S. dollar.
Working capital was approximately $741,900, a ratio of 2.75 at October 31, 2005 as compared with $703,300, a ratio of 2.5 at July 31, 2005. Accounts receivable days sales outstanding improved to 93 days, as compared to 95 days in the first quarter of fiscal year 2005. Inventory turns, for the four quarters ended October 31, 2005, were 2.7 as compared to 2.9 for the four quarters ended July 31, 2005. The effect of foreign exchange reduced net inventory, net accounts receivable and other current assets by $1,969, $3,872 and $249, respectively, as compared with year-end fiscal year 2005. Additionally, foreign exchange reduced accounts payable and other current liabilities by $1,743. Overall, net debt (debt net of cash and cash equivalents), as a percentage of total capitalization (net debt plus equity), was 24.5%. Net debt increased by approximately $3,400 compared with year-end fiscal year 2005. The impact of foreign exchange rates (primarily on cash) increased net debt by $900. As such, the actual cash increase in our net debt was approximately $2,500 in the first quarter of fiscal year 2006. Total gross debt increased approximately $18,100 as compared with year-end fiscal year 2005. The impact of foreign exchange rates reduced gross debt by $200. As such, the actual cash increase in our gross debt was approximately $18,300 in the first quarter of fiscal year 2006. We were in compliance with all covenants of our various debt agreements as of October 31, 2005.
Proceeds from stock plans were $9,470 in the quarter. Capital expenditures were $21,636, while depreciation and amortization expense were $21,818 and $1,853, respectively. Full year fiscal year 2006 capital expenditures are expected to be slightly above the fiscal year 2005 level, while depreciation and amortization expense are expected to total approximately $93,000.
On October 17, 2003, our Board of Directors authorized the expenditure of up to $200,000 to repurchase shares of our common stock. Furthermore, on October 14, 2004, our Board of Directors authorized an additional expenditure of another $200,000 to repurchase shares. During fiscal years 2004 and 2005, we repurchased stock of $75,000 and $64,246, respectively. In the first quarter of fiscal year 2006 we repurchased stock of $5,750. This leaves $255,004 remaining of the $400,000 the Board of Directors authorized for share repurchases at October 31, 2005. In the first quarter of fiscal year 2006, we paid dividends of $12,434. We are increasing our dividend by 10%, from 10 to 11 cents per share, effective with the dividend that will be declared on January 19, 2006. We expect to pay dividends of about $53,000 for the full fiscal year 2006.
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In August 2005, we sold our investment in VITEX and recorded a gain on the sale of $1,806, net of fees and commissions. For more detail regarding the transaction, refer to the Restructuring and Other (Gains)/Charges note accompanying the condensed consolidated financial statements.
We consider our existing lines of credit, along with the cash generated from operations, to be sufficient for both short-term and long-term growth.
Adoption of New Accounting Pronouncement
Effective August 1, 2005, we adopted the fair value recognition provisions of SFAS No. 123(R), Share-Based Payment (“SFAS No. 123(R)”), using the modified-prospective-transition method. Under that transition method, compensation cost recognized for the three months ended October 31, 2005 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of, August 1, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted subsequent to August 1, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.
We adopted the 2005 Stock Compensation Plan (“2005 Plan”) in contemplation of the change in the accounting for share-based payments required by SFAS No. 123(R). Specifically, the 2005 Plan provides the Company with the ability to award stock units with various restrictions and vesting requirements. The impact of these awards has been, and continues to be, reflected in the net earnings. The first grant of such units occurred in January 2005; as such, there was no compensation expense recorded in the three months ended October 31, 2004. Total compensation cost recognized relating to those units was $512 for the three months ended October 31, 2005.
In addition, as a result of adopting SFAS No. 123(R) on August 1, 2005, earnings before income taxes and net earnings for the three months ended October 31, 2005, are $1,878 and $1,659 lower, respectively, than if we had continued to account for share-based compensation under APB No. 25. Basic and diluted earnings per share for the three months ended October 31, 2005 would have both been approximately $0.21 if the Company had not adopted SFAS No. 123(R), compared to reported basic and diluted earnings per share of $0.20 for both measures. SFAS No. 123(R) also requires that excess tax benefits related to stock option exercises be reflected as financing cash inflows. For the three months ended October 31, 2005, this treatment resulted in cash flows from financing activities of $117, which reduced cash flows from operating activities by the same amount. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $378 for the three months ended October 31, 2005.
Recently Issued Accounting Pronouncements
On October 22, 2004, the American Jobs Creation Act of 2004 (the “Act”) was signed into law. The Act provides for a special one-time tax deduction of 85% of certain foreign earnings that are repatriated, as defined in the Act. In December 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (“FSP FAS 109-2”). FSP FAS 109-2 allows companies additional time to evaluate the effect of the Act as to whether unrepatriated foreign earnings continue to qualify for the SFAS No. 109, Accounting for Income Taxes (“SFAS No. 109”) exception regarding non-recognition of deferred tax liabilities and requires explanatory disclosures from those who need the additional time. As of October 31, 2005, we have not provided deferred taxes on the undistributed earnings of foreign subsidiaries since substantially all such earnings were expected to be permanently invested in foreign operations. The extent to which we will ultimately take advantage of this provision depends on a number of factors, including reviewing future Congressional or Treasury Department guidance, before a determination can be made. The range of reasonably possible amounts, based upon the law, that are being considered for repatriation due to the aforementioned provision is between zero and $500,000. The related potential range of income tax is between zero and $26,250.
In December 2004, the FASB issued FASB Staff Position No. FAS 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (“FSP FAS 109-1”). FSP FAS 109-1 clarifies that the qualified production activities deduction should be treated as a special deduction as described in SFAS No. 109. The impact of the deduction will be reported in the period in which the deduction is claimed. We are in the process of assessing the effect of FSP FAS 109-1 on our consolidated financial statements.
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In March 2005, the FASB issued Financial Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (“FIN No. 47”). FIN No. 47 describes a conditional asset retirement obligation as a legal obligation to perform an asset retirement activity whose timing or method of settlement is conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing or method of settlement. Thus, the timing or method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN No. 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN No. 47 is effective for fiscal years ending after December 15, 2005. We are in the process of assessing the effect of FIN No. 47 on our consolidated financial statements.
In June 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (“SFAS No. 154”), which will require entities that voluntarily make a change in accounting principle to apply that change retrospectively to prior periods’ financial statements, unless this would be impracticable. SFAS No. 154 supersedes Accounting Principles Board Opinion No. 20, Accounting Changes (“APB No. 20”), which previously required that most voluntary changes in accounting principle be recognized by including in the current period’s net earnings the cumulative effect of changing to the new accounting principle. SFAS No. 154 also makes a distinction between “retrospective application” of an accounting principle and the “restatement” of financial statements to reflect the correction of an error. Another significant change in practice under SFAS No. 154 will be that if an entity changes its method of depreciation, amortization, or depletion for long-lived, non-financial assets, the change must be accounted for as a change in accounting estimate. Under APB No. 20, such a change would have been reported as a change in accounting principle. SFAS No. 154 applies to accounting changes and error corrections that are made in fiscal years beginning after December 15, 2005.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
During the period from the Company’s fiscal 2005 year end (July 31, 2005) to the end of the Company’s first fiscal quarter (October 31, 2005), there was no material change in the market risk information previously reported in Item 7A of the Company’s Annual Report on Form 10-K for its fiscal year ended July 31, 2005.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a–15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms.
There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal first quarter ended October 31, 2005, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
(In thousands)
In February 1988, an action was filed in the Circuit Court for Washtenaw County, Michigan (“Court”) by the State of Michigan (“State”) against Gelman Sciences Inc. (“Gelman”), a subsidiary acquired by Pall Corporation (the “Company” or “Pall”) in February 1997. The action sought to compel Gelman to investigate and remediate contamination near Gelman’s Ann Arbor facility and requested reimbursement of costs the State had expended in investigating the contamination, which the State alleged was caused by Gelman’s disposal of waste water from its manufacturing process. Pursuant to a consent judgment entered into by Gelman and the State in October 1992 (amended September 1996 and October 1999), which resolved that litigation, Gelman is remediating the contamination without admitting wrongdoing. In February 2000, the State Assistant Attorney General filed a Motion to Enforce Consent Judgment in the Court seeking approximately $4,900 in stipulated penalties for the alleged violations of the consent judgment and additional injunctive relief. Gelman disputed these assertions. Following an evidentiary hearing in July 2000, the Court took the matter of penalties “under advisement.” The Court issued a Remediation Enforcement Order (“the REO”) requiring Gelman to submit and implement a detailed plan that will reduce the contamination to acceptable levels within five years. Gelman’s plan has been submitted to, and approved by, both the Court and the State. Although Gelman has met monthly milestones established under the plan and although contaminant concentrations have been significantly reduced, the goal of reducing contaminant levels to acceptable levels within five years has not been met. The Court, however, concluded that Gelman was in compliance with the terms the REO in a subsequent order issued in December 2004 (see below) and has expressed its satisfaction with Gelman’s progress during recent hearings.
In February 2004, the Court instructed Gelman to submit its Final Feasibility Study describing how it intends to address an area of groundwater contamination not addressed by the previously approved plan. Gelman has submitted its Feasibility Study as instructed. The State also submitted its plan for remediating this area of contamination to the Court. On December 17, 2004, the Court issued its Order and Opinion Regarding Remediation and Contamination of the Unit E Aquifer (the “Unit E Order”). The Court adopted, with limited modifications, Gelman’s remediation plan for this area of contamination. The Court also noted that Gelman was in compliance with the Court’s previous REO. The State has not appealed the Unit E Order. Gelman is now in the process of implementing the requirements of the Order.
In correspondence dated June 5, 2001, the State asserted that additional stipulated penalties in the amount of $142 were owed for a separate alleged violation of the consent judgment. The Court found that a “substantial basis” for Gelman’s position existed and again took the State’s request “under advisement”, pending the results of certain groundwater monitoring data. Those data have been submitted to the Court, but no ruling has been issued. On August 9, 2001, the State made a written demand for reimbursement of $227 it has allegedly incurred for groundwater monitoring. Gelman considers this claim barred by the consent judgment.
On May 12, 2004, the City of Ann Arbor (the “City”) filed a lawsuit against Gelman in Washtenaw County Circuit Court. The City’s suit seeks damages, including the cost of replacing a municipal water supply well allegedly affected by the 1,4-dioxane groundwater contamination, as well as injunctive relief in the form of an order requiring Gelman to remediate the soil and groundwater beneath the City. The contaminant levels allegedly detected in the municipal well at issue, however, are well below applicable cleanup standards and Gelman will vigorously defend against the claim.
By Order dated July 19, 2005, the Court granted Gelman’s motion for partial summary disposition, in part, dismissing two of the City’s three common law claims. Gelman will continue to challenge the legal and factual basis of the City’s remaining statutory and common law claims. The trial, if one is necessary, is set for May 1, 2006.
On June 25, 2004, the Company was sued in the United States District Court for the Eastern District of Michigan by a private plaintiff in connection with the groundwater contamination. The complaint seeks both money damages and injunctive relief requiring remediation of the contamination. The plaintiff also seeks to represent a larger class of property owners and residents who plaintiff claims are affected by the groundwater contamination. On August 25, 2004, the Company filed a motion for summary judgment seeking to dismiss the plaintiff’s claims. In response, plaintiff’s counsel sought and was granted permission to amend the complaint. An amended complaint was filed on November 17, 2004, which added seven plaintiffs. The Company renewed its motion for summary judgment on December 27, 2004, asserting various grounds for dismissing the complaint as to each plaintiff. As ordered by the Court, the Company withdrew its motion to allow plaintiffs an opportunity to further amend its complaint and conduct limited discovery. Plaintiffs filed a second amended complaint on March 9, 2005, adding two claims under the federal Resource Conservation and Recovery Act (“RCRA”). Discovery on specific issues related to the seven plaintiffs has been completed, and on October 17, 2005, the Company renewed for a third time its motion for summary judgment, asserting that none of the plaintiffs have established claims under any of the counts alleged, including RCRA. The hearing on the Company’s motion is scheduled for January 18, 2006. The Company does not believe that there is substantive merit to the named plaintiffs’ claims or a basis for class certification.
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On August 10, 2005, the City filed a lawsuit against Gelman under the Federal Superfund Statute (“CERCLA”) for recovery of the City’s alleged response costs, including well replacement costs. Gelman filed its responsive pleadings on September 15, 2005 and will vigorously defend the lawsuit.
On November 26, 2005 and November 30, 2005, two petitions for contested cases were filed by a local resident and by the City) respectively, before the Michigan Department of Environmental Quality (“MDEQ”). The petition challenges various aspects of the discharge permit issued by MDEQ on September 30, 2005. The petition commences an administrative adjudicative hearing, which can result in changes to the discharge permit. The Company does not believe there is substantive merit to the claims made in either petition. The Company expects both petitions to be combined into one proceeding. As of this date no schedule has been set for the adjudication of the petition. No damages are being sought in this proceeding.
* * *
The Company’s condensed consolidated balance sheet at October 31, 2005 contains environmental liabilities of approximately $23,188, which relates primarily to the aforementioned items. In the opinion of management, the Company is in substantial compliance with applicable environmental laws and its accruals for environmental remediation are adequate at this time.
Reference is also made to the Contingencies and Commitments note in the notes accompanying the condensed consolidated financial statements in this report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
| (a) | During the period covered by this report, the Company did not sell any of its equity securities that were not registered under the Securities Act of 1933. |
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| (c) | The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” of shares of the Company’s common stock. |
| | | (In thousands, except per share data) | |
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| |
Period | | Total Number
of Shares
Purchased | | | AveragePrice
Paid Per Share | | | Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (1) | | | Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs (1) | |
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August 1, 2005 to
August 31, 2005 | | 187 | | $ | 30.81 | | | 187 | | $ | 255,004 | |
September 1, 2005 to
September 30, 2005 | | — | | | — | | | — | | $ | 255,004 | |
October 1, 2005 to
October 31, 2005 | | — | | | — | | | — | | $ | 255,004 | |
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| Total | | 187 | | $ | 30.81 | | | 187 | | | | |
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| (1) | On October 17, 2003, the Company’s Board of Directors (“the Board”) authorized and announced the expenditure of up to $200,000 to repurchase shares of the Company’s common stock. On October 14, 2004, the Board authorized the additional expenditure of up to another $200,000 for the repurchase of the Company’s common stock. The Company’s shares may be purchased over time, as market and business conditions warrant. There is no time restriction on this authorization. During the first quarter of fiscal 2006, the Company purchased 187 shares in open-market transactions at an aggregate cost of $5,750 with an average price per share of $30.81. Therefore, $255,004 remains to be expended under the current stock repurchase programs. Repurchased shares are held in treasury for use in connection with the Company’s stock compensation plans and for general corporate purposes. |
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| | | During the three month period ended October 31, 2005, 343 shares were issued for the Company’s stock compensation plans. At October 31, 2005, the Company held 3,460 treasury shares. |
ITEM 6. EXHIBITS.
| | See the Exhibit Index for a list of exhibits filed herewith or incorporated by reference herein. |
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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.
| | Pall Corporation |
| | | | |
| December 12, 2005 | | /s/ | MARCUS WILSON |
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| | | | Marcus Wilson |
| | | | President |
| | | | Chief Financial Officer |
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| December 12, 2005 | | /s/ | LISA MCDERMOTT |
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| | | | Lisa McDermott |
| | | | Vice President – Finance |
| | | | Chief Accounting Officer |
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Exhibit Index
| Exhibit | | |
| Number | | Description of Exhibit |
| | |
| | | |
| 3(i)* | | Restated Certificate of Incorporation of the Registrant as amended through November 23, 1993, filed as Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 30, 1994. |
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| 3(ii)* | | Bylaws of the Registrant, as amended on October 13, 2005, filed as Exhibit 3(ii) to the Registrant’s Form 8-K filed on October 18, 2005. |
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| 10.1† | | Pall Corporation Employee Stock Purchase Plan as amended effective July 19, 2005 |
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| 31.1† | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2† | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1† | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
| | | |
| 32.2† | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
* Incorporated herein by reference.
† Exhibit filed herewith
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