UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
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 0-1227
Chicago Rivet & Machine Co.
(Exact Name of Registrant as Specified in Its Charter)
Illinois 36-0904920
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
901 Frontenac Road, Naperville, Illinois 60563
(Address of Principal Executive Offices) (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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
As of June 30, 2005, 966,132 shares of the registrant's common stock were
outstanding.
CHICAGO RIVET & MACHINE CO.
INDEX
PART I. FINANCIAL INFORMATION Page
Consolidated Balance Sheets at June 30, 2005
and December 31, 2004 2-3
Consolidated Statements of Operations for the Three
and Six Months Ended June 30, 2005 and 2004 4
Consolidated Statements of Retained Earnings for the
Six Months Ended June 30, 2005 and 2004 5
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2005 and 2004 6
Notes to the Consolidated Financial Statements 7-9
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-11
Controls and Procedures 12
PART II. OTHER INFORMATION 13-21
1
Item 1. Financial Statements.
CHICAGO RIVET & MACHINE CO.
Consolidated Balance Sheets
June 30, 2005 and December 31, 2004
June 30, December 31,
2005 2004
------------ ------------
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 4,676,768 $ 5,464,368
Certificates of deposit 805,000 805,000
Accounts receivable - net of allowances 6,438,881 4,867,615
Inventories:
Raw materials 1,539,164 1,693,341
Work in process 2,034,931 2,136,996
Finished goods 2,269,304 2,412,133
----------- -----------
Total inventories 5,843,399 6,242,470
----------- -----------
Deferred income taxes 571,191 554,191
Other current assets 167,160 219,497
----------- -----------
Total current assets 18,502,399 18,153,141
----------- -----------
Property, Plant and Equipment:
Land and improvements 1,015,635 1,015,635
Buildings and improvements 5,948,829 5,823,984
Production equipment, leased machines and other 29,639,114 29,272,638
----------- -----------
36,603,578 36,112,257
Less accumulated depreciation 25,798,149 24,965,941
----------- -----------
Net property, plant and equipment 10,805,429 11,146,316
----------- -----------
Total assets $29,307,828 $29,299,457
=========== ===========
See Notes to the Consolidated Financial Statements
2
CHICAGO RIVET & MACHINE CO.
Consolidated Balance Sheets
June 30, 2005 and December 31, 2004
June 30, December 31,
2005 2004
------------ -------------
(Unaudited)
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable 2,079,844 1,367,221
Accrued wages and salaries 848,941 706,701
Other accrued expenses 930,444 856,957
------------ ------------
Total current liabilities 3,859,229 2,930,879
Deferred income taxes 1,353,275 1,551,275
------------ ------------
Total liabilities 5,212,504 4,482,154
------------ ------------
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 26,432,192 27,154,171
Treasury stock, at cost, 171,964 shares (3,922,098) (3,922,098)
------------ ------------
Total shareholders' equity 24,095,324 24,817,303
------------ ------------
Total liabilities and shareholders' equity $ 29,307,828 $ 29,299,457
============ ============
See Notes to the Consolidated Financial Statements
3
CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2005 and 2004
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Net sales $ 10,036,880 $ 10,209,944 $ 20,091,999 $ 20,351,901
Lease revenue 27,512 27,612 55,255 54,619
------------ ------------ ------------ ------------
10,064,392 10,237,556 20,147,254 20,406,520
Cost of goods sold and costs
related to lease revenue 8,646,641 8,006,988 17,127,064 16,153,546
------------ ------------ ------------ ------------
Gross profit 1,417,751 2,230,568 3,020,190 4,252,974
Selling and administrative expenses 1,683,491 1,660,438 3,433,257 3,257,217
------------ ------------ ------------ ------------
Operating profit (loss) (265,740) 570,130 (413,067) 995,757
Other income and expenses:
Interest income 33,275 13,974 60,037 28,355
Gain from disposal of equipment -- -- -- 430
Other income 2,978 4,172 7,778 6,722
------------ ------------ ------------ ------------
Income (loss) before income taxes (229,487) 588,276 (345,252) 1,031,264
Provision (benefit) for income taxes (77,000) 202,000 (116,000) 354,000
------------ ------------ ------------ ------------
Net income (loss) $ (152,487) $ 386,276 $ (229,252) $ 677,264
============ ============ ============ ============
Average common shares outstanding 966,132 966,132 966,132 966,132
============ ============ ============ ============
Per share data:
Net income (loss) per share $ (0.16) $ 0.40 $ (0.24) $ 0.70
============ ============ ============ ============
Cash dividends declared per share $ 0.18 $ 0.18 $ 0.51 $ 0.36
============ ============ ============ ============
See Notes to the Consolidated Financial Statements
4
CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Retained Earnings
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
2005 2004
------------ --------------
Retained earnings at beginning of period $ 27,154,171 $ 26,326,352
Net income (loss) for the six months ended (229,252) 677,264
Cash dividends declared in the period, $.51 and
$.36 per share in 2005 and 2004, respectively (492,727) (347,808)
------------ --------------
Retained earnings at end of period $ 26,432,192 $ 26,655,808
============ ==============
See Notes to the Consolidated Financial Statements
5
CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2005 and 2004
(Unaudited)
2005 2004
----------- -----------
Cash flows from operating activities:
Net income (loss) $ (229,252) $ 677,264
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation 839,826 865,356
Net gain on the sale of properties (300) (430)
Deferred income taxes (215,000) (188,000)
Changes in operating assets and liabilities:
Accounts receivable, net (1,571,266) (1,032,075)
Inventories 399,071 107,154
Other current assets 52,337 54,811
Accounts payable 483,562 53,630
Accrued wages and salaries 142,240 111,620
Other accrued expenses 73,487 344,558
----------- -----------
Net cash (used in) provided by operating activities (25,295) 993,888
----------- -----------
Cash flows from investing activities:
Capital expenditures (269,878) (232,852)
Proceeds from the sale of properties 300 430
Proceeds from held-to-maturity securities 405,000 105,000
Purchases of held-to-maturity securities (405,000) (105,000)
----------- -----------
Net cash used in investing activities (269,578) (232,422)
----------- -----------
Cash flows from financing activities:
Cash dividends paid (492,727) (347,808)
----------- -----------
Net cash used in financing activities (492,727) (347,808)
----------- -----------
Net (decrease) increase in cash and cash equivalents (787,600) 413,658
Cash and cash equivalents at beginning of period 5,464,368 5,530,099
----------- -----------
Cash and cash equivalents at end of period $ 4,676,768 $ 5,943,757
=========== ===========
Supplemental schedule of noncash investing activities:
Capital expenditures in accounts payable $ 229,061 $ 151,563
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 June 30, 2005 (unaudited) and December 31,2004
(audited) 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 six-month period ending June 30,
2005 are not necessarily indicative of the results to be expected for the year.
3. The Company extends credit on the basis of terms that are customary within
our markets 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, including
environmental claims and contract disputes, 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:
Assembly
Fastener Equipment Other Consolidated
----------- ----------- ---------- -------------
Three Months Ended June 30, 2005:
Net sales and lease revenue $ 8,444,808 $ 1,619,584 $10,064,392
Depreciation 376,125 26,106 17,787 420,018
Segment profit 37,349 359,887 397,236
Selling and administrative expenses (659,998) (659,998)
Interest income 33,275 33,275
-----------
Income (loss) before income taxes (229,487)
-----------
Capital expenditures 351,785 -- 122,245 474,030
Segment assets:
Accounts receivable, net 5,654,635 784,246 6,438,881
Inventory 3,972,629 1,870,770 5,843,399
Property, plant and equipment, net 8,532,793 1,304,745 967,891 10,805,429
Other assets 6,220,119 6,220,119
------------
29,307,828
------------
Three Months Ended June 30, 2004:
Net sales and lease revenue $ 8,391,416 $ 1,846,140 $ -- $ 10,237,556
Depreciation 371,340 28,518 32,820 432,678
Segment profit 717,247 456,233 -- 1,173,480
Selling and administrative expenses (599,178) (599,178)
Interest income 13,974 13,974
------------
Income before income taxes 588,276
------------
Capital expenditures 313,853 9,050 -- 322,903
Segment assets:
Accounts receivable, net 4,778,575 802,668 -- 5,581,243
Inventory 3,335,421 1,791,213 -- 5,126,634
Property, plant and equipment, net 8,731,688 1,400,545 936,400 11,068,633
Other assets -- -- 7,161,697 7,161,697
------------
28,938,207
------------
8
CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Assembly
Fastener Equipment Other Consolidated
------------ ------------ ------------ -------------
Six Months Ended June 30, 2005:
Net sales and lease revenue $ 16,792,366 $ 3,354,888 $ 20,147,254
Depreciation 752,040 52,212 35,574 839,826
Segment profit 112,492 782,548 895,040
Selling and administrative expenses (1,300,329) (1,300,329)
Interest income 60,037 60,037
------------
Income (loss) before income taxes (345,252)
------------
Capital expenditures 372,565 1,520 124,854 498,939
Six Months Ended June 30, 2004:
Net sales and lease revenue $ 16,652,699 $ 3,753,821 $ -- $ 20,406,520
Depreciation 742,680 57,036 65,640 865,356
Segment profit 1,291,980 890,236 -- 2,182,216
Selling and administrative expenses (1,179,307) (1,179,307)
Interest income 28,355 28,355
------------
Income before income taxes 1,031,264
------------
Capital expenditures 375,365 9,050 -- 384,415
9
CHICAGO RIVET & MACHINE CO.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The combination of higher raw material costs, increases in
administrative expenses and generally lower volumes adversely impacted our
results for the current quarter and for the year to date.
Within the fastener segment, revenues increased less than 1%, from
$8,391,416 in the second quarter of 2004 to $8,444,808 in the second quarter of
2005. However, that improvement reflects the sale of product with higher unit
prices, which partially offset a decline in units sold. It also includes the
recovery of a portion of higher raw material costs that were incurred in the
second quarter of 2005. Second quarter revenues, excluding the recovery of raw
material price increases, were 2.9% lower than in the second quarter of 2004.
Gross margins declined approximately $698,000 compared to the second quarter of
2004. A change in product mix that favored product with higher material content
caused material costs to increase approximately $200,000 compared to the second
quarter of 2004. Material prices remained much higher than during the second
quarter of 2004 and market conditions were such that we had to absorb
approximately $67,000 of the increase in material prices. Other factors that
adversely impacted margins during the second quarter included an increase in
expenditures for perishable tooling of $159,000 and a $40,000 increase in
repairs and maintenance expense. These increases were more a result of timing as
the year to date change in these items is not significant. In addition, outside
processing costs increased by $127,000 in connection with the introduction of
new parts. The balance of the decline in gross margin is primarily the result of
lower volume.
For the first six months, fastener segment revenues increased by less
than 1%. That change includes the pass through of a portion of higher costs for
raw materials. Excluding the material cost recovery, net sales declined by
approximately 3.9% in the current year. Gross margins for the first six months
of 2005 declined $1,084,000 compared to the first half of 2004. Higher material
costs account for $871,000 of this change. Factors affecting material costs
include unrecovered material cost increases of $370,000, increases in outside
processing (related to a change in product mix) of $219,000, and higher material
content, related to a change in product mix, of approximately $282,000. The
remainder of the change in gross margin was primarily a factor of lower unit
volumes.
Revenues within the assembly equipment segment declined $226,556, or
12.3%, in the second quarter of 2005 compared to the second quarter of 2004, as
demand for our products in this segment continues to show weakness. Gross
margins for this segment declined approximately $115,000, almost entirely due to
the reduction in volumes. For the first six months, revenues in this segment
declined approximately $399,000, or 10.6%, compared to the first six months of
2004. Although we were able to reduce elements of manufacturing costs consistent
with this decline in activity, the decline in volume resulted in a reduction of
first half gross margins of $149,000 when comparing 2005 to 2004.
Selling and administrative expenses for the second quarter of 2005 were
approximately $23,000 higher than during the second quarter of 2004. Major
factors contributing to this change include increases in professional services
of $95,000 primarily related to compliance with the Sarbanes-Oxley Act of 2002,
and legal fees of $34,000 in connection with ongoing litigation and other
matters. These increases were partially offset by a reduction of $78,000 in
profit sharing expense and smaller, net reductions in a variety of other
expenses. On a year to date basis, selling and administrative expenses increased
$176,000 compared to the first six months of 2004. Factors contributing to this
increase include $234,000, primarily related to Sarbanes-Oxley Act of 2002
compliance; $120,000 in legal fees incurred in connection with ongoing
litigation and other matters; and $44,000 in higher salaries and wages. These
higher costs were partially offset by reductions in profit sharing expense of
$141,000; a $57,000 reduction in the Michigan single business tax and lower
depreciation of $30,000.
Working capital at June 30, 2005 amounted to $14.6 million, a decline
of $.58 million from the beginning of the year. Inventory balances have declined
$.4 million this year. As concerns about the availability of raw materials
eased, we have reduced the levels of raw material in stock. Levels of work in
process and finished goods are also lower, as production levels have been
reduced in response to weaker demand. Holdings in cash and cash equivalents
amounted to $5.5 million at the end of the second quarter, a year to date
decline of $.8 million. Accounts receivable balances have increased by $1.6
million this year. Collections typically lag shipments by several weeks, and the
June 30 balance reflects the fact that second quarter sales were more heavily
concentrated in the latter part of the quarter and were higher than those of the
fourth quarter of 2004. Current liabilities are $.9 million higher than at the
beginning of the year, primarily due to an increase of $.7 million in accounts
payable. $.2 million of the increase in payables relates to building
improvements while the remainder is caused by the generally higher level of
activity at June 30 compared to December 31.
10
The Company has a $1.0 million line of credit, which expires May 31,
2006. This line of credit remains unused. Management believes that current cash,
cash equivalents, operating cash flow and the available line of credit will
provide adequate working capital for the foreseeable future.
This has been a very difficult year. Demand for our products continues
to be weak. Many of our customers are subject to foreign competition and have
responded by turning to foreign sources for product or by outsourcing their
operations to lower cost countries. As a result, the available market for our
products is reduced and competition for available market share increases. Past
efforts to solicit profitable business from both new and existing customers have
not been as successful as we expected. In July, we implemented changes to
strengthen our sales efforts and we believe this will yield positive results in
the future. While raw material costs have begun to recede to a limited extent,
we expect that the market will dictate that these savings be passed on to our
customers. As volumes have fallen, it has become increasingly difficult to make
matching, incremental changes in our operating levels. We will continue to make
adjustments to our staffing levels in response to changing market conditions,
subject to limitations that would affect our ability to adequately meet
customer's service expectations. Costs associated with Sarbanes-Oxley compliance
declined somewhat more than expected during the second quarter as the compliance
deadline was extended, but we still expect to incur significant costs related to
compliance in the third quarter. We also expect legal expenses will continue to
be higher than usual during the coming months. Increasing revenue and
controlling costs continue to be critical to our future success, and we remain
focused on making progress in both of these critical areas.
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 "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; increased global competition; 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.
Item 4. Controls and Procedures.
(a) Disclosure Controls and Procedures. The Company's management, with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this report. Based on such evaluation, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Company's disclosure controls and
procedures are effective in recording, processing, summarizing and reporting, on
a timely basis, information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act.
(b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
12
PART II -- OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Under the terms of a stock repurchase authorization originally approved
by the Board of Directors of the Company in February of 1990, as amended, the
Company is authorized to repurchase up to an aggregate of 200,000 shares of its
common stock, in the open market or in private transactions, at prices deemed
reasonable by management. Cumulative purchases under the repurchase
authorization have amounted to 162,996 shares at an average price of $15.66 per
share. The Company has not purchased any shares of its common stock since 2002.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on May 10, 2005.
The only proposal voted upon was the election of nine directors for a term
ending at the Annual Meeting in 2006. The nine persons nominated by the
Company's Board of Directors received the following votes and were elected:
NAME VOTES FOR VOTES WITHHELD
---- --------- --------------
Edward L. Chott 896,022 37,953
Kent H. Cooney 899,273 35,433
Nirendu Dhar 899,272 35,433
William T. Divane, Jr. 900,892 34,533
George P. Lynch 898,731 35,903
John R. Madden 898,036 37,059
John A. Morrissey 900,780 34,634
Walter W. Morrissey 897,634 37,059
John C. Osterman 900,891 34,533
Item 6. Exhibits
31 Rule 13a-14(a) or 15d-14(a) Certifications
31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32 Section 1350 Certifications
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1 Interim Report to Shareholders for the quarter ended
June 30, 2005.
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: August 12, 2005
/s/ John A. Morrissey
----------------------------------
John A. Morrissey
Chairman of the Board of Directors
and Chief Executive Officer
Date: August 12, 2005
/s/ John C. Osterman
----------------------------------
John C. Osterman
President, Chief Operating
Officer and Treasurer
(Principal Financial Officer)
Date: August 12, 2005
/s/ Michael J. Bourg
----------------------------------
Michael J. Bourg
Controller (Principal Accounting
Officer)
14
CHICAGO RIVET & MACHINE CO.
EXHIBITS
INDEX TO EXHIBITS
Exhibit Page
Number -------
31 Rule 13a-14(a) or 15d-14(a) Certifications
31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 16
31.2 Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 17
32 Section 1350 Certifications
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 18
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 19
99.1 Interim Report to Shareholders for the quarter ended
June 30, 2005 20 - 21
15