Captec Franchise Capital Partners LP Iii 10QSB 2002 Q3 Quarterly report (small business)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2002
	OR
[   ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission file number:           33-77510-C

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

38-3160141
(IRS Employer Identification Number)

24 Frank Lloyd Wright Drive, Lobby L, 4th Floor
P.O. Box 544, Ann Arbor, Michigan 48106-0544
(Address of principal executive offices, including zip code)

(734) 994-5505
(Issuer’s telephone number)

Not Applicable
(Former name, former address and former fiscal year, if changed since last year)

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes   X  No        

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court: Not applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: Not applicable

Transitional Small Business Disclosure Format (check one) Yes        No   X  

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
	Balance Sheets, September 30, 2002 and December 31, 2001
	Statement of Operations for the three and nine months ended September 30, 2002 and 2001
	Statement of Changes in Partners’ Capital for the nine months ended September 30, 2002
	Statement of Cash Flows for the nine months ended September 30, 2002 and 2001
	Notes to Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Controls and Procedures
PART II — OTHER INFORMATION
	Other Information
SIGNATURES
CERTIFICATIONS
10-Q EXHIBIT INDEX
Certification of CEO Pursuant to Section 906

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III

Index to Form 10-QSB

Item No.		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Balance Sheets, September 30, 2002 and December 31, 2001		3
	Statement of Operations for the three and nine months ended September 30, 2002 and 2001		4
	Statement of Changes in Partners’ Capital for the nine months ended September 30, 2002		5
	Statement of Cash Flows for the nine months ended September 30, 2002 and 2001		6
	Notes to Financial Statements		7–8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9–10
Item 3.	Controls and Procedures		11
PART II	OTHER INFORMATION
	Other Information		12–13
SIGNATURES			14

2

Captec Franchise Capital Partners L.P. III

Balance Sheet

					(Unaudited)
					September 30,		December 31,
					2002		2001
				Assets
Cash and cash equivalents					$	464,741	$	781,658
Restricted cash						462,986		387,302
Investment in property under leases:
	Operating leases, net					17,355,478		17,565,762
	Financing leases, net					876,862		1,111,307
	Impaired financing leases, net					12,693		48,693
Accounts receivable						41,580		60,401
Unbilled rent, net						1,285,288		1,190,584
Due from related parties						9,721		5,524
Deferred financing costs, net						298,693		334,536
		Total assets			$	20,808,042	$	21,485,767
			Liabilities and Partners’ Capital
Liabilities:
	Notes payable				$	7,910,297	$	8,042,570
	Accounts payable and accrued expenses					113,821		161,935
	Due to related parties					807		15,026
	Security deposits held on leases					31,960		45,607
		Total liabilities				8,056,885		8,265,138
Partners’ capital:
Limited partners’ capital						12,709,830		13,188,343
General partner’s capital						41,327		32,286
		Total partners’ capital				12,751,157		13,220,629
		Total liabilities and partners’ capital			$	20,808,042	$	21,485,767

The accompanying notes are an integral part of the financial statements.

3

Captec Franchise Capital Partners L.P. III
Statement of Operations
(Unaudited)

			Three months ended				Nine months ended
			September 30,				September 30,
			2002		2001		2002		2001
Operating revenue:
	Rental income		$	550,166	$	546,900	$	1,654,439	$	1,628,887
	Finance income			17,296		28,325		56,506		96,496
		Total operating revenue		567,462		575,225		1,710,945		1,725,383
Operating costs and expenses:
	Interest expense			178,417		185,133		538,047		551,757
	Depreciation			70,095		73,737		210,284		221,210
	General and administrative			28,109		28,879		76,088		69,845
	Provision for unbilled rent			—		—		—		92,908
	Provision for impaired financing leases			—		—		36,000		77,000
		Total operating costs and expenses		276,621		287,749		860,419		1,012,720
		Income from operations		290,841		287,476		850,526		712,663
Other income (expense):
	Interest and other income			4,445		3,550		10,715		8,075
	Gain (loss) on sale of equipment			—		—		42,874		(18,271	)
		Total other income (expense)		4,445		3,550		53,589		(10,196	)
Net income				295,286		291,026		904,115		702,467
Net income allocable to general partner				2,953		2,910		9,041		7,025
Net income allocable to limited partners			$	292,333	$	288,116	$	895,074	$	695,442
Net income per limited partnership unit			$	14.78	$	14.52	$	45.26	$	35.05
Weighted average number of limited partnership units outstanding				19,776		19,842		19,776		19,842

The accompanying notes are an integral part of the financial statements.

4

Captec Franchise Capital Partners L.P. III
Statement of Changes in Partners’ Capital
for the nine months ended September 30, 2002
(Unaudited)

	Limited		Limited			General		Total
	Partners'		Partners'			Partner's		Partners'
	Units		Accounts			Accounts		Capital
Balance, December 31, 2001		19,776	$	13,188,344		$	32,286	$	13,220,630
Distributions — ($69.46 per unit)		—		(1,373,588	)		—		(1,373,588	)
Net income		—		895,074			9,041		904,115
Balance, September 30, 2002		19,776	$	12,709,830		$	41,327	$	12,751,157

The accompanying notes are an integral part of the financial statements.

5

Captec Franchise Capital Partners L.P. III
Statement of Cash Flows
for the nine months ended September 30, 2002 and 2001
(Unaudited)

			2002			2001
Cash flows from operating activities:
	Net Income		$	904,115		$	702,467
	Adjustments to net income:
		Depreciation		210,284			221,210
		Amortization of debt issuance costs		35,843			35,843
		(Gain) loss on sale of equipment		(42,874	)		18,271
		Provision for credit losses		36,000			77,000
		Increase in unbilled rent		(94,704	)		(60,425	)
		Decrease (increase) in accounts receivable		18,821			(3,228	)
		(Decrease) increase in accounts payable and accrued expenses		(48,114	)		57,539
		Increase in restricted cash		(75,684	)		(92,944	)
		Increase in due from related parties		(4,197	)		(5,524	)
		(Decrease) increase in due to related parties		(14,219	)		151,054
		Decrease in security deposits		(13,647	)		—
Net cash provided by operating activities				911,624			1,101,263
Cash flows from investing activities:
	Proceeds from sale of equipment			85,550			267,745
	Principal payments on financing leases			191,770			183,883
Net cash provided by investing activities				277,320			451,628
Cash flows from financing activities:
	Repayments of notes payable			(132,273	)		(88,543	)
	Distributions to limited partners			(1,373,588	)		(1,374,443	)
	Distributions to general partner			—			—
Net cash used in financing activities				(1,505,861	)		(1,462,986	)
Net (decrease) increase in cash and cash equivalents				(316,917	)		89,905
Cash and cash equivalents, beginning of period				781,658			95,992
Cash and cash equivalents, end of period			$	464,741		$	185,897

The accompanying notes are an integral part of the financial statements.

6

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
NOTES TO FINANCIAL STATEMENTS

1.	THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING PRINCIPLES:
	Captec Franchise Capital Partners L.P. III (the “Partnership”), a Delaware limited partnership, was formed on February 18, 1994 for the purpose of acquiring income-producing commercial real properties and equipment leased on a “triple net” basis, primarily to operators of national and regional franchised businesses.
	The general partners upon formation of the Partnership were Captec Franchise Capital Corporation III (the “Corporation”), a wholly owned subsidiary of Captec Financial Group, Inc. (“Captec”), an affiliate and Patrick L. Beach, the Chairman of the Board of Directors, President and Chief Executive Officer of the Corporation and Captec. In August 1998, the general partnership interests of the Partnership were acquired by Captec Net Lease Realty, Inc., an affiliate. In December 2001, Captec Net Lease Realty, Inc. merged with and into Commercial Net Lease Realty, Inc. In connection with the merger, Commercial Net Lease agreed to sell and assign its general partnership interest in the Partnership to GP3 Asset Acquisition, LLC, which is wholly-owned by Mr. Beach and is an affiliate of Captec. The Limited Partners have consented to the transfer of the general partner interest. In accordance with the terms of an agreement with Commercial Net Lease, immediately upon the closing of the merger and until such time as the consent of the Partnership’s secured lender is obtained, GP3 Asset Acquisition has assumed all of the General Partner’s obligations and liabilities prescribed under the terms of the Partnership Agreement.
	The Partnership commenced a public offering of 20,000 limited partnership interests (“units”), priced at $1,000 per unit, on August 12, 1994. The Partnership commenced operations on January 24, 1995. In August 1996, the Partnership had accepted subscriptions for all 20,000 units. During 1997, the Partnership repurchased 37 units for $31,450, or approximately $850 per unit. In 1999 the Partnership repurchased a total of 79 units for $59,625, or approximately $755 per unit. During 2000 the Partnership repurchased a total of 42 units for $28,432, or approximately $677 per unit. In 2001 the Partnership repurchased a total of 66 units for $42,839, or approximately $649 per unit. At September 30, 2002, the Partnership had 19,776 units issued and outstanding.
	Allocation of profits, losses and cash distributions from operations and cash distributions from sale or refinancing are made pursuant to the terms of the Partnership Agreement. Profits and losses from operations are allocated among the limited partners based upon the number of units owned.
	The balance sheet of the Partnership as of September 30, 2002, the statements of operations and cash flows for the periods ending September 30, 2002 and September 30, 2001 and the statement of changes in partners’ capital for the period ending September 30, 2002 have not been audited. In the opinion of management, these unaudited financial statements contain all adjustments necessary to present fairly the financial position and results of operations and cash flows of the Partnership for the periods then ended. Results of operations for the interim periods are not necessarily indicative of results for the full year. These unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership’s annual report on Form 10-KSB for the year ended December 31, 2001 filed with the United States Securities and Exchange Commission on March 29, 2002.

7

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
NOTES TO FINANCIAL STATEMENTS

2.	LAND AND BUILDING SUBJECT TO OPERATING LEASES:
	The net investment in operating leases as of September 30, 2002 is comprised of the following:

Land	$	7,695.896
Building and improvements		11,214,344
		18,910,240
Less accumulated depreciation		(1,554,762	)
Total	$	17,355,478

3.	NET INVESTMENT IN FINANCING LEASES:
	The net investment in financing leases as of September 30, 2002 is comprised of the following:

Minimum lease payments to be received	$	982,443
Estimated residual value		48,736
Gross investment in financing leases		1,031,179
Less unearned income		(149,692	)
Less direct origination costs		(4,625	)
Net investment in financing leases	$	876,862

4.	NOTES PAYABLE:
	In November 1998, the Partnership entered into a $6.2 million term note. The note has a ten-year term, is collateralized by certain properties subject to operating leases, and bears interest at a rate of 8.37% per annum.
	In March 1999, the Partnership entered into an additional $2.0 million term note. The note has a ten-year term, is collateralized by certain properties subject to operating leases, and bears interest at a rate of 8.5% per annum.
	Debt issuance costs of approximately $477,909 in the aggregate were incurred in connection with the issuance of the notes, and are being amortized using the straight-line method over the ten-year term.

8

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
PART I – FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report or Form 10-Q contains “forward-looking statements” which represent the Partnership’s beliefs or expectations with respect to matters, which may arise in the future. Any statements in this Form 10-Q which are not statements of historical fact may be deemed to be forward-looking statements. When used in this discussion, words such as “intends”, “anticipates”, “expects”, “will”, “could”, “estimate” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those, described herein. Such risks and uncertainties, some of which are beyond the Partnership’s control, include the following: (i) tenant defaults in making rent payments, (ii) a fire or other casualty may interrupt the cash flow stream from a property, (iii) properties may not be able to be leased at the assumed rental rates, (iv) unexpected expenses may be incurred and (v) properties may not be able to be sold at the presently anticipated prices and/or times.

As a result of these and other factors, the Partnership may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, financial condition and operating results. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. The Partnership undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2002.During the three months ended September 30, 2002 total operating revenue was approximately $567,000, nearly unchanged as compared to $575,000 for the three months ended September 30, 2001.

Operating expenses decreased 3.9% to approximately $277,000 for the three months ended September 30, 2002 as compared to approximately $288,000 for the three months ended September 30, 2001. The decrease is primarily due to a decline in tax payments for the impaired Boston Market property that occurred in 2001.

Other income for the three months ended September 30, 2002 was approximately $4,000, relatively unchanged as compared to the three months ended September 30, 2001.

As a result of the foregoing, the Partnership’s net income remained nearly unchanged at approximately $295,000 for the three months ended September 30, 2002 as compared to approximately $291,000 for the three months ended September 30, 2001.

Nine Months Ended September 30, 2002.During the nine months ended September 30, 2002 total operating revenue was approximately $1,711,000, nearly unchanged as compared to $1,725,000 for the nine months ended September 30, 2001. Rental revenue from operating leases for the nine months ended September 30, 2002 increased 1.6% to approximately $1,654,000, as compared to $1,629,000 for the nine months ended September 30, 2001. The increase in rental income is the result of rent escalations since the prior year period attributed to changes in the Consumer Price Index. Such rent escalations are in addition to any fixed, contractual rental increases that are recognized as rental income on a straight-line basis over the term of each lease. Earned income from financing leases for the nine months ended September 30,

9

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
PART I – FINANCIAL INFORMATION

2002 decreased 41.4% to approximately $57,000 as compared to approximately $96,000 for the nine months ended September 30, 2001 as a result of the amortization of principal balances on the finance leases.

Operating expenses decreased 15.0% to approximately $860,000 for the nine months ended September 30, 2002, as compared to approximately $1,013,000 for the nine months ended September 30, 2001. The decrease is principally due to a decline of approximately $134,000 in non-recurring charges related to reserves for defaults on operating and financing leases that occurred in 2001.

Other income for the nine months ended September 30, 2002 was approximately $54,000 as compared to other expense of approximately $10,000 for the nine months ended September 30, 2001. The other income for the nine months ended September 30, 2002 is primarily due to a gain on the disposition of an equipment lease in April 2002. The other expense during the nine months ended September 30, 2001 is primarily due to a loss on the sale of equipment.

As a result of the foregoing, the Partnership’s net income increased 28.7% to approximately $904,000 for the nine months ended September 30, 2002 as compared to approximately $702,000 for the nine months ended September 30, 2001.

Distributions.The Partnership announced third quarter distributions of $340,000, of which $294,000 was distributed to Limited Partners on October 15, 2002. The balance of $46,000 was distributed to those partners who elected to receive distributions on a monthly basis on August 15, 2002 and September 13, 2002.

LIQUIDITY AND CAPITAL COMMITMENTS

The Partnership commenced an offering of up to 20,000 limited partnership units registered under the Securities Act of 1933, as amended, by means of a registration statement that was declared effective by the Securities and Exchange Commission on August 12, 1994. The offering reached final funding on August 12, 1996 with subscriptions for the entire offering of 20,000 units. Net proceeds after offering expenses were approximately $17.4 million.

In November 1998, the Partnership entered into a $6.2 million term note. The Partnership entered into an additional $2.0 million term note in March 1999. Proceeds from the notes were used to acquire additional properties. The notes each have a ten-year term, are collateralized by certain properties subject to operating leases, and bear interest at rates ranging from 8.37 % to 8.5% per annum. Debt issuance costs of approximately $478,000 in the aggregate incurred in connection with the issuance of the notes are being amortized into interest expense over the life of the notes using the straight-line method.

At September 30, 2002, the Partnership had a portfolio of 14 properties located in 10 states, with a total cost basis of $18.9 million and 7 performing equipment leases with an original investment of $2.0 million. The partnership also has a net investment of approximately $13,000 in one repossessed equipment package, which amount is net of an allowance for losses of approximately $169,000.

The Partnership expects that only limited amounts of liquid assets will be required for existing properties and equipment since its property and equipment leases require lessees to pay all taxes, assessments, maintenance, repairs and casualty and other insurance premiums thereby minimizing the Partnership’s operating expenses and capital requirements. The Partnership management expects that the cash flow to be generated by the Partnership’s properties and equipment will provide adequate liquidity and capital resources to pay operating expenses and provide distributions to limited partners.

10

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
PART I – FINANCIAL INFORMATION

ITEM 3. CONTROLS AND PROCEDURES

Mr. Beach, acting in his capacity as the principal executive officer of GP3 Asset Acquisition, is ultimately responsible for the disclosure controls and procedures of the Partnership. Disclosure controls and procedures are established and maintained by the Partnership to ensure that information required to be disclosed by the Partnership in the reports that it files or submits pursuant to the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Mr. Beach has evaluated the effectiveness of the Partnership’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the “Evaluation Date”), and has determined that the Partnership’s disclosure controls and procedures effectively communicate the information required to be disclosed by the Partnership in the reports it files or submits under the Act in a manner that allows timely decisions regarding such required disclosure.

There have been no significant changes in the Partnership’s internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date, including, but not limited to, any corrective actions with regard to significant deficiencies and material weaknesses.

11

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
PART II – OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS.  None.

ITEM 2.         CHANGES IN SECURITIES.  None.

ITEM 3.         DEFAULTS UPON SENIOR SECURITIES.  None.

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  None.

ITEM 5.         OTHER INFORMATION.  None.

12

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
PART II – OTHER INFORMATION

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibits are included herein or incorporated by reference:
Number	Exhibit
4.1	Amended Agreement of Limited Partnership of Registrant. (Incorporated by reference to the corresponding exhibit in the Registrant’s Form 10-K for the year ended December 31, 1998)
10.1	Promissory Note dated November 28, 1998 between Registrant and National Realty Funding L.C. (Incorporated by reference to the corresponding exhibit in the Registrant’s Form 10-K for the year ended December 31, 1998)
10.2	Promissory Note dated March 31, 1999 between Registrant and National Realty Funding L.C. (Incorporated by reference to the corresponding exhibit in the Registrant’s Form 10-QSB for the quarter ended March 31, 1999)
99.1	Certification of CEO Pursuant to Section 906.
(b)  Reports on Form 8-K:
There were no reports filed on Form 8-K for the quarter ended September 30, 2002.

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.

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III
By:	GP3 Asset Acquisition, LLC
	Its Manager
By:	/s/ Patrick L. Beach
	Patrick L Beach Sole Member
Date:	November 14, 2002

14

CERTIFICATIONS

I, Patrick L. Beach, certify that:

     1.     I have reviewed this quarterly report on Form 10-Q of Captec Franchise Capital Partners L.P. III;

     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 14, 2002      By:  Patrick L. Beach

President, GP3 Asset Acquisition, LLC

/s/ Patrick L. Beach

(Signature and Title)

     The foregoing certification is a required Section 302(a) of the Sarbanes-Oxley Act of 2002 and amended Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934, which state that the working of such certification may not be changed in any respect, even if such change would appear inconsequential in nature. GP3 Asset Acquisition, LLC is a single member limited liability company, the sole member of which is a limited liability company of which Patrick L. Beach is the sole and managing member. As a result, neither the Partnership or GP3 Asset Acquisition, LLC has a board of directors or audit committee and Patrick L. Beach is only certifying officer and is ultimately responsible for establishing and maintaining the registrant’s disclosure controls

10-Q EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
EX-99.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.