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 September 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
----- -----
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X .
----- -----
As of September 30, 2005, 966,132 shares of the registrant's common stock
were outstanding.
CHICAGO RIVET & MACHINE CO.
INDEX
Page
-----
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets at September 30, 2005
and December 31, 2004 2-3
Consolidated Statements of Operations for the Three and
Nine Months Ended September 30, 2005 and 2004 4
Consolidated Statements of Retained Earnings for the
Nine Months Ended September 30, 2005 and 2004 5
Consolidated Statements of Cash Flows for the Nine
Months Ended September 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
September 30, 2005 and December 31, 2004
September 30, December 31,
2005 2004
------------- ------------
(Unaudited) (Audited)
Assets
Current Assets:
Cash and cash equivalents $ 3,538,402 $ 5,464,368
Certificates of deposit 1,005,000 805,000
Accounts receivable - net of allowances 6,797,496 4,867,615
Inventories:
Raw materials 1,539,364 1,693,341
Work in process 2,223,126 2,136,996
Finished goods 2,161,547 2,412,133
----------- -----------
Total inventories 5,924,037 6,242,470
----------- -----------
Deferred income taxes 540,191 554,191
Other current assets 294,763 219,497
----------- -----------
Total current assets 18,099,889 18,153,141
----------- -----------
Property, Plant and Equipment:
Land and improvements 1,029,035 1,015,635
Buildings and improvements 6,256,499 5,823,984
Production equipment, leased machines and other 29,392,317 29,272,638
----------- -----------
36,677,851 36,112,257
Less accumulated depreciation 26,209,245 24,965,941
----------- -----------
Net property, plant and equipment 10,468,606 11,146,316
----------- -----------
Total assets $28,568,495 $29,299,457
=========== ===========
See Notes to the Consolidated Financial Statements
2
CHICAGO RIVET & MACHINE CO.
Consolidated Balance Sheets
September 30, 2005 and December 31, 2004
September 30, December 31,
2005 2004
------------- ------------
(Unaudited) (Audited)
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable $ 1,954,889 $ 1,367,221
Accrued wages and salaries 986,820 706,701
Other accrued expenses 470,872 856,957
----------- -----------
Total current liabilities 3,412,581 2,930,879
Deferred income taxes 1,404,275 1,551,275
----------- -----------
Total liabilities 4,816,856 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 26,088,507 27,154,171
Treasury stock, at cost, 171,964 shares (3,922,098) (3,922,098)
----------- -----------
Total shareholders' equity 23,751,639 24,817,303
----------- -----------
Total liabilities and shareholders' equity $28,568,495 $29,299,457
=========== ===========
See Notes to the Consolidated Financial Statements
3
CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2005 and 2004
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -------------------------
2005 2004 2005 2004
---------- ---------- ----------- -----------
Net sales $9,691,683 $9,297,294 $29,783,682 $29,649,195
Lease revenue 26,678 27,401 81,933 82,020
---------- ---------- ----------- -----------
9,718,361 9,324,695 29,865,615 29,731,215
Cost of goods sold and costs
related to lease revenue 8,258,602 7,170,224 25,385,666 23,323,770
---------- ---------- ----------- -----------
Gross profit 1,459,759 2,154,471 4,479,949 6,407,445
Selling and administrative expenses 1,750,960 1,257,479 5,184,517 4,514,696
---------- ---------- ----------- -----------
Operating profit (loss) (291,201) 896,992 (704,568) 1,892,749
Other income and expenses:
Interest income 41,124 16,023 101,161 44,378
Gain (loss) from disposal of equipment (8,303) -- (8,003) 430
Other income 3,600 3,600 11,378 10,322
---------- ---------- ----------- -----------
Income (loss) before income taxes (254,780) 916,615 (600,032) 1,947,879
Provision (benefit) for income taxes (85,000) 315,000 (201,000) 669,000
---------- ---------- ----------- -----------
Net income (loss) $ (169,780) $ 601,615 $ (399,032) $ 1,278,879
========== ========== =========== ===========
Average common shares outstanding 966,132 966,132 966,132 966,132
========== ========== =========== ===========
Per share data:
Net income (loss) per share $ (0.17) $ 0.62 $ (0.41) $ 1.32
========== ========== =========== ===========
Cash dividends declared per share $ 0.18 $ 0.18 $ 0.69 $ 0.54
========== ========== =========== ===========
See Notes to the Consolidated Financial Statements
4
CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Retained Earnings
For the Nine Months Ended September 30, 2005 and 2004
(Unaudited)
2005 2004
----------- -----------
Retained earnings at beginning of period $27,154,171 $26,326,352
Net income (loss) for the nine months ended (399,032) 1,278,879
Cash dividends declared in the period,
$.69 and $.54 per share in 2005 and 2004, respectively (666,632) (521,712)
----------- -----------
Retained earnings at end of period $26,088,507 $27,083,519
=========== ===========
See Notes to the Consolidated Financial Statements
5
CHICAGO RIVET & MACHINE CO.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2005 and 2004
(Unaudited)
2005 2004
----------- -----------
Cash flows from operating activities:
Net income (loss) $ (399,032) $ 1,278,879
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation 1,270,532 1,304,912
Net (gain) loss on the sale of properties 8,003 (430)
Deferred income taxes (133,000) (69,000)
Changes in operating assets and liabilities:
Accounts receivable, net (1,929,881) (1,655,813)
Inventories 318,433 (535,532)
Other current assets (75,266) (111,078)
Accounts payable 560,267 347,327
Accrued expenses (105,966) 721,041
----------- -----------
Net cash provided by (used in) operating activities (485,910) 1,280,306
----------- -----------
Cash flows from investing activities:
Capital expenditures (573,924) (1,044,716)
Proceeds from the sale of properties 500 430
Proceeds from held-to-maturity securities 805,000 485,000
Purchases of held-to-maturity securities (1,005,000) (485,000)
----------- -----------
Net cash used in investing activities (773,424) (1,044,286)
----------- -----------
Cash flows from financing activities:
Cash dividends paid (666,632) (521,712)
----------- -----------
Net cash used in financing activities (666,632) (521,712)
----------- -----------
Net decrease in cash and cash equivalents (1,925,966) (285,692)
Cash and cash equivalents at beginning of period 5,464,368 5,530,099
----------- -----------
Cash and cash equivalents at end of period $ 3,538,402 $ 5,244,407
=========== ===========
Supplemental schedule of noncash investing activities:
Capital expenditures in accounts payable $ 27,401 $ 214,853
See Notes to the Consolidated Financial Statements
6
CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of the Company, the accompanying unaudited interim financial
statements contain all adjustments necessary to present fairly the financial
position of the Company as of September 30, 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 nine-month period ending
September 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 September 30, 2005:
Net sales and lease revenue $8,488,640 $1,229,721 $ -- $ 9,718,361
Depreciation 384,206 26,404 20,096 430,706
Segment profit 118,115 202,214 320,329
Selling and administrative expenses (616,233) (616,233)
Interest income 41,124 41,124
-----------
Income (loss) before income taxes (254,780)
-----------
Capital expenditures 39,155 33,169 30,062 102,386
Segment assets:
Accounts receivable, net 6,245,497 551,999 6,797,496
Inventory 4,030,738 1,893,299 5,924,037
Property, plant and equipment, net 8,179,240 1,311,511 977,855 10,468,606
Other assets 5,378,356 5,378,356
-----------
28,568,495
-----------
Three Months Ended September 30, 2004:
Net sales and lease revenue $7,824,144 $1,500,551 $ -- $ 9,324,695
Depreciation 378,218 28,518 32,820 439,556
Segment profit 1,071,601 354,230 -- 1,425,831
Selling and administrative expenses (525,239) (525,239)
Interest income 16,023 16,023
-----------
Income before income taxes 916,615
-----------
Capital expenditures 874,280 874 -- 875,154
Segment assets:
Accounts receivable, net 5,487,128 717,853 -- 6,204,981
Inventory 3,926,253 1,843,067 -- 5,769,320
Property, plant and equipment, net 9,227,749 1,372,901 903,581 11,504,231
Other assets -- -- 6,627,236 6,627,236
-----------
30,105,768
-----------
8
CHICAGO RIVET & MACHINE CO.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Assembly
Fastener Equipment Other Consolidated
----------- ---------- ----------- ------------
Nine Months Ended September 30, 2005:
Net sales and lease revenue $25,281,006 $4,584,609 $ -- $29,865,615
Depreciation 1,136,246 78,616 55,670 1,270,532
Segment profit 230,607 984,762 1,215,369
Selling and administrative expenses (1,916,562) (1,916,562)
Interest income 101,161 101,161
-----------
Income (loss) before income taxes (600,032)
-----------
Capital expenditures 411,720 34,689 154,916 601,325
Nine Months Ended September 30, 2004:
Net sales and lease revenue $24,476,843 $5,254,372 $ -- $29,731,215
Depreciation 1,120,898 85,554 98,460 1,304,912
Segment profit 2,363,581 1,244,466 -- 3,608,047
Selling and administrative expenses (1,704,546) (1,704,546)
Interest income 44,378 44,378
-----------
Income before income taxes 1,947,879
-----------
Capital expenditures 1,249,645 9,924 -- 1,259,569
9
CHICAGO RIVET & MACHINE CO.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Revenues for the third quarter of 2005 were 4.2% higher than during the
third quarter of 2004. Unfortunately, the increase in revenues was more than
offset by higher manufacturing costs and increases in administrative expenses,
which are discussed more fully in the following paragraphs. On a year to date
basis, current year revenues are less than .5% higher than for the first nine
months of 2004. Year to date, gross margins are lower than last year and
administrative expenses are higher. As a result, the company recorded a net loss
of $169,780, or $.17 per share in the third quarter of 2005 and a net loss of
$399,032, or $.41 per share for the first nine months of 2005, compared to net
income of $601,615, or $.62 per share in the third quarter of 2004 and net
income of $1,278,879, or $1.32 per share for the first nine months of 2004.
Third quarter revenues within the fastener segment increased $664,000
compared with the third quarter of 2004. However, competitive pressures in the
market place, combined with higher material costs and a shift in product mix
contributed to a decline in gross margins, despite these higher revenues.
Material costs were $662,000 higher than in the year earlier quarter. Labor and
fringe benefit costs increased approximately $172,000 compared to the third
quarter of 2004. Of this total, approximately $66,000 represents increases in
wages, $41,000 is due to higher overtime expense incurred, with the balance due
to higher labor costs per unit of product manufactured. Tooling costs increased
$141,000 compared to the third quarter of 2004, due to initial costs associated
with the launch of several new parts. In addition to overtime cited above, we
incurred $42,000 in expediting expenses to meet shortened customer lead-times,
mainly associated with the launch of new parts. The balance of the change is
primarily a reflection of lower margins due to the change in product mix. Year
to date, 2005 fastener revenues totaled $25,281,006, a 3.3% increase over the
first nine months of 2004. While revenues increased $804,000, cost of goods sold
increased $2,423,000 resulting in a decline of $1,619,000 in gross margins for
the first nine months of 2005 compared to the first nine months of 2004. Higher
material costs account for $1,533,000 of this change. Increased volumes account
for approximately $243,000 of this increase. Other factors that impact material
costs include higher material prices of $708,000, and increases in outside
processing costs, which are primarily due to changes in product mix, of
$576,000. The balance of the increase is related to a change in product mix.
Labor and benefit expenses are $184,000 higher in 2005, reflecting higher wage
rates, while tooling costs are approximately $184,000 higher than during the
prior period due to costs incurred in connection with new parts. Costs
associated with expediting to meet shortened customer lead-time requirements
have increased $96,000 year to date. The balance of the increase in cost of
goods sold is related to incremental changes in the cost of a variety of
overhead components.
Revenues within the assembly equipment segment declined by $271,000, or
18%, during the third quarter of 2005 compared to the third quarter of 2004. On
a year to date basis, 2005 revenues are approximately 13% lower than in the
first nine months of 2004. Gross margins in this segment were adversely affected
by the decline in volume. Despite efforts to reduce manufacturing expenses and
employment levels, we were unable to reduce costs at a rate proportionate with
the decline in revenues. As a result, third quarter gross margins declined
$177,000 compared to the third quarter of 2004. A comparison of results for the
first nine months of 2005 and 2004 yields similar results, for similar reasons.
Specifically, revenues have declined $670,000 and gross margins have declined
$308,000. As was the case in the third quarter, reductions in cost have not kept
pace with the decline in volumes, and the result is lower margins for this
segment.
Selling and administrative expenses for the third quarter of 2005 were
$493,000 higher than those recorded in the third quarter of 2004. The largest
factor affecting the year to year comparison is that during the third quarter of
2004, the Company received a refund of Michigan single business tax amounting to
approximately $330,000 as the result of a successful appeal of the tax
calculation for four prior years. Professional expenses incurred, primarily
related to compliance with the Sarbanes-Oxley Act of 2002, were $92,000 higher
in the current quarter than during the third quarter of 2004. The Company
recorded an expense of $70,000 during the third quarter to resolve an ongoing
litigation matter and incurred legal fees related to this matter of
approximately $33,000 during the third quarter of 2005. In addition, the Company
recorded a reserve of $50,000, in connection with the bankruptcy of a certain
customer. These increases were partially offset by a reduction in profit sharing
expense of $118,000. On a year to date basis, selling and administrative
expenses are $670,000 higher than in the previous year. $330,000 of the year to
year increase is related to the tax refund discussed above. Costs related to
resolving litigation, including legal fees, amounted to approximately $298,000
during 2005. Professional fees incurred in connection with Sarbanes-Oxley
compliance account for approximately $272,000 of the year over year increase in
administrative expenses. These increases were partially offset by a reduction in
profit sharing expense of $259,000. The balance of the increase is due to
smaller net changes in a variety of expense categories.
10
Working capital at September 30, 2005 amounted to $14.7 million, a decline
of $.5 million from the beginning of the year. Inventory balances increased less
than $.1 million during the third quarter, but remain about $.3 million lower
than at the beginning of the year. Our earlier concerns about the availability
of raw material have eased somewhat, but we remain alert for any indication that
supply may begin to contract, and we may adjust inventory levels accordingly.
Accounts receivable increased by approximately $.4 million during the quarter
and by slightly more than $1.9 million since the beginning of the year.
Collections typically lag shipments by several weeks, and the change in the
accounts receivable balance at September 30 reflects the fact that third quarter
sales were more heavily concentrated in the latter part of the quarter. During
the first nine months of 2005, capital expenditures amounted to $574,000,
primarily related to building improvements. The Company has a $1.0 million line
of credit, which expires in May 2006 and as of September 30, 2005, this line was
unused. Management believes that the Company's current cash, cash equivalents,
operating cash flow and available line of credit will be sufficient to provide
adequate working capital for the foreseeable future.
Clearly, results of operations are unsatisfactory. However, given current
conditions, we do not foresee significant improvements in the short term. The
market for our products remains weak. Competition from foreign sources continues
to be a significant factor, as products previously produced in this country are
now imported as completed assemblies. This limits demand for both fasteners and
assembly equipment. Domestic automobile manufacturers' share of the automotive
market continues to decline. To date, our efforts to develop supply
relationships with foreign manufacturers have not been as successful as we
anticipated. Increasing costs of materials, supplies and fuel are eroding
margins further and market conditions severely limit our ability to recover
these higher costs from existing customers. We continue to actively pursue new
business from both new and existing customers. We have had some success in this
area and plan to continue these efforts. On a more positive note, we anticipate
that legal expenses will return to more normal levels in the coming months, and
costs related to Sarbanes-Oxley compliance should also decline toward the end of
the year. Increasing revenues remains the critical component in our efforts to
restore profitability. Increasing sales revenues, along with further cost
reductions and reduced administrative expense, are essential to achieving a
return to profitability. We have learned that progress toward these objectives
will not come easily or quickly, but we recognize that changes must be effected
to restore profitability.
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; our ability to generate cost savings and manufacturing
efficiencies; the financial condition of our customers; and conditions in the
automotive industry, upon which we rely for sales revenue, and which is cyclical
and dependent on, among other things, consumer spending. 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. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities.
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 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 September 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: November 14, 2005
/s/ John A. Morrissey
----------------------------------------
John A. Morrissey
Chairman of the Board of Directors
and Chief Executive Officer
Date: November 14, 2005
/s/ John C. Osterman
----------------------------------------
John C. Osterman
President, Chief Operating
Officer and Treasurer
(Principal Financial Officer)
Date: November 14, 2005
/s/ Michael J. Bourg
----------------------------------------
Michael J. Bourg
Controller (Principal Accounting
Officer)
14
CHICAGO RIVET & MACHINE CO.
EXHIBITS
INDEX TO EXHIBITS
Exhibit
Number Page
- ------- -------
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 September 30, 2005 20 - 21
15