UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended - June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from -
Commission file number - 333-113925
Kahiki Foods, Inc.
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(Exact name of small business issuer as specified in its charter)
Ohio
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(State or other jurisdiction or incorporation or organization)
31-1056793
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(I.R.S. Employer Identification No.)
1100 Morrison Blvd., Columbus, Ohio 43230
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(Address of principal executive offices)
(614) 322-3180
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(Issuer's telephone number)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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[ ] No[X]
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 a court. Yes[ ] No[ ]
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: 3,588,848 common shares.
Transitional Small Business Disclosure Format (Check One): Yes[X] No[ ]
2
KAHIKI FOODS, INC.
INDEX
PAGE
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Part I. Financial Information:
Item 1. Financial Statements 4-7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis or Plan of Operation 8-14
Item 3. Controls and Procedures 14
Part II Other Information
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Business
Issuer Purchases of Equity Securities 14
Item 3. Defaults upon Senior Securities 14
Item 4. Submission of Matter to a Vote of Security Holders 14
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 16-19
Signatures 15
3
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
KAHIKI FOODS, INC.
BALANCE SHEETS
JUNE 30, 2004
(UNAUDITED) MARCH 31, 2004
------------- --------------
ASSETS
Cash $ 295,215 $ 1,073,901
Marketable Securities $ 30,000 $ 585,032
Accounts Receivable $ 1,509,592 $ 1,964,941
Inventories $ 2,207,153 $ 1,565,863
Prepaid Expenses $ 133,657 $ 16,055
Refundable income taxes $ - $ -
Deferred Income Taxes $ 28,000 $ 28,000
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Total current assets $ 4,203,617 $ 5,233,792
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Land $ 114,485 $ 114,485
Building & Improvements $ 2,499,262 $ 2,499,262
Machinery & equipment $ 2,076,900 $ 2,052,144
Furniture & fixtures $ 68,533 $ 67,146
Vehicles $ 146,268 $ 146,269
CIP $ 5,090,680 $ 3,776,366
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$ 9,996,128 $ 8,655,672
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less: accum depreciation $ (1,623,304) $ (1,475,370)
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Net property & equipment $ 8,372,824 $ 7,180,302
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Deferred bond fees $ 146,107 $ 147,988
Deferred Taxes $ 27,000 $ 27,000
Other $ 440,414 $ 439,655
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Total other assets $ 613,521 $ 614,643
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TOTAL ASSETS $ 13,189,962 $ 13,028,737
============= ==============
LIABILITIES & EQUITY
Current debt $ 529,491 $ 529,491
Current portion of bond $ 140,000 $ 140,000
Line of credit $ - $ 1,000,000
Accounts Payable $ 2,453,535 $ 1,905,171
Accrued expenses $ 413,664 $ 545,027
Income taxes payable $ 149,671 $ 413,000
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Total current liabilities $ 3,686,361 $ 4,532,689
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Bond Obligation $ 3,967,545 $ 4,002,546
Line of credit $ 1,001,556 $ -
Long-term debt $ 1,050,593 $ 1,145,635
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Total Liabilities $ 9,706,055 $ 9,680,870
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Stockholders' Equity
Common stock, no par value, 10,000,000
shares authorized; 3,588,848 and 3,588,848
issued $ 2,761,156 $ 2,770,123
Retained earnings $ 722,751 $ 577,744
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Total stockholders' equity $ 3,483,907 $ 3,347,867
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 13,189,962 $ 13,028,737
============= ==============
See notes to the financial statements.
4
KAHIKI FOODS, INC.
STATEMENT OF OPERATIONS (unaudited)
THREE MONTHS ENDED JUNE 30,
2004 2003
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Sales $ 5,215,735 $ 1,801,301
Cost of sales:
Cost of sales 3,548,807 1,169,688
Depreciation 131,148 125,730
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Total cost of sales 3,679,955 1,295,418
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Gross margin 1,535,780 505,883
Operating expenses:
Depreciation & amortization 18,666 15,864
General and administrative expenses 1,205,576 622,608
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Total operating expenses 1,224,242 638,472
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Income (loss) from operations 311,538 (132,589)
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Other income (expense):
Interest expense (54,187) (33,246)
Interest and dividend income 6,747 36,982
Net gain (loss) on marketable securities (22,420) 21,780
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Total other income (expense) (69,860) 25,516
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Income (loss) before income taxes 241,678 (107,073)
Income tax expense (benefit) 96,671 (36,405)
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Net income (loss) 145,007 (70,668)
=========== ===========
Weighted average shares outstanding:
Basic 3,588,848 2,964,888
=========== ===========
Diluted 4,292,430 2,964,888
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Net income (loss) per common share:
Basic $ 0.04 $ (0.02)
=========== ===========
Diluted $ 0.03 $ (0.02)
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See notes to the financial statements.
5
KAHIKI FOODS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
Additional Retained Treasury
Common Stock Paid-In Capital Earnings (Deficit) Stock Total
----------- --------------- ------------------ -------- ----------
BALANCE AT MARCH 31, 2004 $ 2,770,123 $ - $ 577,744 $ - $3,347,867
Costs from stock issuance (8,967) $ (8,967)
Net income 145,007 145,007
----------- --------------- ------------------ -------- ----------
BALANCE AT JUNE 30, 2004 $ 2,761,156 $ - $ 722,751 $ - $3,483,907
=========== =============== ================== ======== ==========
See notes to the financial statements.
6
KAHIKI FOODS, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED JUNE 30,
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 145,007 $ (70,668)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities
Depreciation and amortization 149,814 125,730
Unrealized (gain) loss on marketable securities 14,980 (23,092)
(Increase) decrease in operating assets:
Accounts Receivable 455,349 54,323
Inventories (641,290) (234,435)
Refundable income taxes - 56,000
Other assets (118,361) (52,697)
Increase (decrease) in operating liabilities:
Accounts Payable 548,364 481,787
Accrued Expenses (131,363) (1,639)
Income taxes payable (263,329) (91,414)
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Net cash provided by operating activities 159,171 243,895
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (26,143) (32,969)
Purchase of new facility improvements (1,314,312) (831,745)
Proceeds from the sale of marketable securities 540,052 287,314
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Net cash used in investing activities (800,403) (577,400)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on line of credit 1,556 (6,000)
Proceeds from long-term debt - 73,908
Proceeds from the issuance of bond obligation - 339,351
Payments on long-term debt (95,042) -
Costs from stock issuance (8,967) -
Payment of bond obligation (35,001) -
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Net cash provided by financing activities (137,454) 407,259
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Net increase (decrease) in cash (778,686) 73,754
Cash - beginning of period 1,073,901 182,672
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Cash - end of period $ 295,215 $ 256,426
=========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 54,186 $ 33,246
Income taxes $ 360,000 $ -
See notes to the financial statements.
7
1. ORGANIZATION AND NATURE OF OPERATIONS
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB of Regulation S-B. They do not include all
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements. The interim
unaudited consolidated financial statements should be read in conjunction with
the financial statements for the year ended March 31, 2004, which is included in
the Company's Form SB-2 filed with the Securities and Exchange Commission. In
the opinion of management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the three months ended June 30, 2004 are not necessarily
indicative of the results that may be expected for the year ending March 31,
2005.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Kahiki was founded in 1961 as a theme based Polynesian restaurant. It was
recognized as one of the top restaurants in Asian-Pacific category. In 1995, we
built a small (7,000 sq ft) USDA approved food-manufacturing facility on the
restaurant site and began to market frozen Polynesian/Asian foods for wholesale
distribution under the Kahiki(R) brand for retail and foodservice markets.
In 2000, the Kahiki was named "The Coolest Bar in the World" by Food & Wine
Magazine and "The Best Polynesian Restaurant in the World" by Restaurant &
Hospitality Rating Bureau. In June 2000, we sold the land that the restaurant
was located on to Walgreen's for $2,000,000, and we closed the restaurant on
August 26, 2000. Since September 2000, we have concentrated on manufacturing of
frozen foods and a medium sized (22,000 square foot) USDA approved facility was
opened.
For the year ended March 31, 2001, our highlights were disposing of assets like
equipment, land, and building where the restaurant and plant were located,
ceased our restaurant operation, declared stock dividends of 3 for 1 to all
shareholders, opened a new processing plant, established a new corporate office,
assembled a strong sales team, invested over $1,479,728 into leasehold
improvements, processing equipment, and research and development.
In December 2002, we arranged a state economic development bond with the State
of Ohio for 4.18 million dollars. The proceeds were used to purchase a large
production facility in the form of a 119,000 square foot food processing plant
for 2.25 million dollars. The balance of the bond was used for leasehold
improvements and equipment which sum had to be supplemented by additional funds
from us in order to continue the project to completion.
8
We have, or will have spent an additional $4.3 million on leasehold and expenses
and expect to be open for operation in August, 2004. We believe that this
facility will meet our needs for the foreseeable future without having to expand
the facility. If necessary, the property has an additional 17 acres for possible
sale or expansion. The lease on our present 22,000 square foot facility will
terminate in January 2005. We expect we will run somewhat parallel in operations
until we are confident that all systems in the new facility are operating
properly.
In May of 2003, we delivered a two-for-one split for all shareholders.
In February of 2004, we arranged the sale of 588,235 units ($1,000,000),
consisting of 588,235 of our common shares and 588,234 of our warrants, to
Barron Partners LP of New York and 14,705 ($25,000) to Bill Velmer of Salt Lake
City, Utah at $1.70 per share.
The transaction also included 294,117 Warrants at an exercise price of
$2.25/common share and 294,117 Warrants at an exercise price of $3.00/common
share. The expenses associated with this offering included $70,000 to Laconia
Capital and 30,000 Warrants to Laconia Capital for services as our placement
agent. We are required to keep the common shares and warrants registered for a
period of two years.
In March of 2004, we sold a small warehouse for $110,000 and realized a gain of
$75,271 on the sale.
Currently, we have three marketing segments throughout the country; retail,
foodservices, and warehouse clubs. Key customers in retail supermarket segments
are: Wal-Mart Supercenters, The Kroger Co., Albertson's , C & S Wholesale, H.E.
Butt, Publix, Meijer, Smart & Final, SuperValu, and Wakefern; in foodservice
segments are: Gordon Food Service, Best Express, Abbott Foods/Sysco, Magic Wok,
Orlando Food Service, and U.S. Food Service; and in warehouse clubs segments
are: Sam's Club and Costco.
Our current activities include:
- Product research and development
- Development of markets and distribution
- Market search of strategic alliances
- Development of corporate infrastructure
- Production of high quality Asian products under USDA guidelines
DISCUSSION OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
Revenues are recognized when the goods are delivered.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of
9
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from these estimates.
CASH
For purposes of the statements of cash flows, cash includes cash on hand and
demand deposits held by banks.
We maintain our cash in two accounts at two financial institutions. The carrying
value is a reasonable estimate of the fair value.
MARKETABLE TRADING SECURITIES
Management determines the appropriate classification of marketable securities at
the time they are acquired and evaluates the appropriateness of such
classification at each balance sheet date. Our marketable securities are
classified as trading. Trading securities are held for resale in anticipation of
short-term fluctuations in market prices and are held at market value. Realized
and unrealized gains and losses on the marketable securities are included in
income.
ACCOUNTS RECEIVABLE - TRADE
Accounts receivable are uncollateralized customer obligations due under normal
trade terms requiring payment within 15 days of the invoice date. Accounts
receivable are stated at the amount billed to the customer. Customer account
balances 60 days past the invoice date are considered delinquent. Payments
received for accounts receivable are allocated to the specific invoices
identified on the customer remittance advice or, if unspecified, are applied to
the earliest unpaid invoices. We do not charge interest on past due account
balances.
The carrying amount of accounts receivable is reduced when necessary, by a
valuation allowance that reflects management's best estimate of the amount that
will not be collected. Management individually reviews all customer account
balances on a monthly basis, and based on an assessment of current credit
worthiness, estimates the portion, if any, of the balance that will not be
collected. After management's review of all accounts receivable balances,
management believes all amounts are collectible and a valuation allowance is not
necessary.
10
INVENTORIES
Inventories consist of perishable food products and paper supplies. The
inventories are valued at the lower of cost (first-in, first-out method) or
market. Impairment and changes in market value are evaluated on a per item
basis.
If the cost of the inventory exceeds the market value evaluation based on total
inventory, provisions are made for the difference between the cost and the
market value. Provision for potential obsolete or slow moving inventory is made
based on analysis of inventory levels, age of inventory and future sales
forecasts.
PROPERTY AND EQUIPMENT
Property and equipment is carried at cost, less accumulated depreciation
computed using the straight-line method. Major renewals and betterments are
capitalized and depreciated; maintenance and repairs that do not extend the life
of the respective assets are charged to expense as incurred. Upon disposal of
assets, the cost and related accumulated depreciation are removed from the
accounts and any gain or loss is included in income. Property and equipment are
depreciated over their estimated useful lives of 5 to 39 years.
EARNINGS PER SHARE
Earnings per share are computed on the weighted average number of common shares
outstanding including any dilutive options.
LONG-TERM DEBT
Long-term debt is subject to certain covenants and restrictions including
maintenance of certain financial requirements. Rates currently available from
the bank for debt with similar terms and remaining maturities are used to
estimate the fair value of the debt. Our carrying value approximates the fair
value of the debt.
STOCK OPTIONS
We apply Accounting Principles Board Opinion No. 25 and related interpretations
in accounting for our stock option plan for employees, consultants and the
outside directors. The vesting period of the options granted range from
immediately exercisable to four quarters. Accordingly, no compensation cost has
been recognized in the accompanying financial statements for options issued
under the plan since the exercise price of the options was equal to the market
value of the shares at the date of grant.
LEASE COMMITMENTS
We lease a facility used for our wholesaling operations under an agreement that
is accounted for as an operating lease. This lease requires monthly payments of
$6,400 through January 2005. We have the option to renew for two additional
three-quarter terms.
We also lease manufacturing equipment under operating lease agreements. These
leases expire at various dates through 2008 and require total monthly payments
of $18,621.
11
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2004
The following table contains certain amounts, expressed as a percentage of net
revenues, reflected in our statements of income for the quarters ended June 30,
2004 and 2003:
QUARTERS ENDED JUNE 30
(in %)
2004 2003
Revenues 100 100
Cost of Revenues 71 72
---- ----
Gross profit 29 28
Operating Expenses 23 35
---- ----
Income from operations 6 (7)
Interest expense (1) (2)
Interest and dividend income 0 2
Net Gain (loss) on marketable securities 0 1
---- ----
Income from continuing operations before
Income tax 5 (6)
----
Income tax 2 (2)
---- ----
Net Income 3 (4)
==== ====
REVENUES
Revenues for the quarter ended June 30, 2004 were $5,215,735 compared to
$1,801,301 revenues for the comparable quarter ended June 30, 2003. The increase
is primarily due to food manufacturing sales efforts with the increase of new
accounts, both retail and club stores, and due to the introduction of new items.
COST OF GOODS
The gross margin on sales of products was $1,535,780 for the quarter ended June
30, 2004 compared to $505,883 for the quarter ending June 30, 2003. Gross
margins vary widely depending on factors such as the product commodity prices
and labor costs for the item produced. Cost of food increased significantly in
the quarter ended June 30, 2004 to 31% of sales, compared to 23% of sales for
the year ended March 31, 2004.The mass production of product line to club
markets and higher volumes of business partially offset these higher raw
material costs in the quarter ended June 30, 2004.
Cost of sales include cost of food, freight, packaging, labor, and other
expenses related to the manufacturing and distribution of the products produced.
Depreciation related to manufacturing and distribution is expensed to cost of
goods sold, and depreciation and amortization related to sales, general, and
administration is expensed as an operating expense.
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OPERATING EXPENSES
Operating expenses for the quarter ended June 30, 2004 were $1,224,242
compared to $638,472 for the comparable period in 2003, which is an increase of
$585,770 or 92%. Most of the increase was attributable to marketing and
advertising expenses, which increased to $780,183 for the quarter ended June 30,
2004, from $327,154 for the quarter ended June 30, 2003.
RESEARCH AND DEVELOPMENT
Expenditures on research and development were $14,026 for the quarter
ended June 30, 2004 compared to $8,657 for the quarter ended June 30, 2003, an
increase of 62%. The increase was due to increased development activities.
NET INCOME
Our net income for the quarter ended June 30, 2004 was $145,007, as
compared to a loss of $70,668 for the quarter ended June 30, 2003.
Liquidity and Capital Resource
BANK FINANCING MATTERS
On June 1, 2004, we entered into a two year agreement with a bank for a
revolving loan facility. The borrowing base of the revolving loan facility is
limited to the lesser of (i) $2,500,000 or (ii) the sum of (A) 85% of eligible
accounts receivable, plus (B) 50% of eligible inventory. The line was used to
pay off a $1,100,000 line, and provide working capital. The revolving loan
matures on May 31, 2006. At June 30, 2004, we had working capital of
approximately $700,000.
In December 2002, we arranged a state economic development bond with the State
of Ohio for 4.18 million dollars. The bond matures December 1, 2022, and with
interest rates and maturity dates as follows: $1,100,000 matures December 1,
2010 at an interest rate of 4.55%; $1,040,000 matures December 1, 2015, at an
interest rate of 5.25%; and $2,040,000 matures December 1, 2022, at an interest
rate of 5.85%. The proceeds were used to purchase a large production facility in
the form of an 119,000 square foot food processing plant for 2.25 million
dollars. The balance of the bond was used for building improvements and
equipment, which sum had to be supplemented by additional funds in order to
continue the project to completion.
During the fiscal quarter ended June 30, 2004, we spent $1,314,312 in building
improvements and equipment and anticipate an additional $1,800,000 to complete
the newplant for occupancy. We do not believe that current cash and liquidity
sources can satisfy our funding needs beyond the middle of our third fiscal
quarter and we are exploring additional financing sources, which we believe are
available to us. There can be no assurances of our ability to obtain additional
financing.
During the quarter ended June 30, 2004, we sold a marketable security, providing
$540,000 in cash.
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FORWARD LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements. Such statements are
not based on historical facts and are based on current expectations, including,
but not limited to statements regarding our plan for future development and the
operation of our business. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," and similar expressions identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks and uncertainties that could cause
actual results to differ materially from those expressed or forecasted. Among
the factors that could cause actual results to differ materially are the
following: a lack of sufficient capital to finance our business plan on
commercially acceptable terms; changes in labor, equipment and capital costs;
our inability to attract strategic partners; general business and economic
conditions; and the other risk factors described from time to time in our
reports filed with the Securities and Exchange Commission. You should not rely
on these forward-looking statements, which reflect only Kahiki Food's opinion as
of the date of this Quarterly Report. We do not assume any obligation to revise
forward-looking statements.
ITEM 3. Controls and Procedures
No change has occurred in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter
ended June 30, 2004, that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings - Not Applicable.
ITEM 2. Change in Securities and Small Business Issuer Purchases of Equity
Securities - Not Applicable.
ITEM 3. Defaults Upon Senior Securities - Not Applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders. - At the annual
meeting of the shareholders of Kahiki Foods, Inc., held on August 9, 2004,
the following
14
Directors were elected to serve for one year or until their successors are
elected by the vote totals noted:
VOTES AGAINST OR
NAME VOTES FOR WITHHELD ABSTAIN
---- --------- -------- -------
Michael C. Tsao 2,749,908 12 0
Alice W. Tsao 2,749,908 12 0
Alan Hoover 2,749,908 12 0
Dr. Winston Bash 2,749,908 12 0
Bob Binsky 2,749,908 12 0
Bradford M. Sprague 2,749,908 12 0
Charles Dix 2,749,248 672 0
Allen J. Proctor 2,749,248 672 0
R. L. Richards 2,749,248 672 0
Additionally by a vote of 2,749,590 shares for, 0 shares against and 330
shares abstain, the shareholders ratified and approved the selection of Child,
Sullivan & Company as Kahiki's auditors for the fiscal year ended March 31,
2005.
ITEM 5. Other Information - Not applicable.
ITEM 6. Exhibits and Reports on Form 8.K.
(a) Exhibits.
Exhibits filed with this Quarterly Report on Form 10-QSB are attached
hereto. For a list of our exhibits, see "Index to Exhibits" (following the
signature page).
(b) Reports on Form 8-K. - not applicable
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
KAHIKI FOODS, INC.
--------------------------------------
(Registrant)
Date: August 13, 2004 /s/ Michael C. Tsao
--------------------------------------
Michael C. Tsao, President and CEO
Date: August 13, 2004 /s/ Julia A. Fratianne
--------------------------------------
Julia A. Fratianne, Treasurer and CFO
15
INDEX TO EXHIBITS
Exhibit No. Description Location
- ----------- ----------- --------
31.1 Certification of the Chief Executive Officer Filed herewith.
Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer Filed herewith.
Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32 Certification pursuant to Rule 13a-14(b) and Filed herewith.
Section 1350 of Chapter 63 of Title 18 of the
United States Code, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
16