UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 10-QSB
(Mark One)
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended May 31, 2006
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from ______ to ______
Commission File No. 0-5131
ART'S-WAY MANUFACTURING CO., INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 42-0920725
(State or Other Jurisdiction I.R.S. Employer Identification No.
of Incorporation or Organization)
Hwy 9 West, Armstrong, Iowa
50514
(Address of Principal Executive Offices)
(712) 864-3131
Issuer's Telephone Number, Including Area Code
Check whether the issuer (1) has 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 X No __
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes __ No X
Number of common shares outstanding as of July 17, 2006: 1,973,176
Transitional Small Business Disclosure Format (check one): Yes _ No X
ART'S-WAY MANUFACTURING CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Year to Date
May 31, May 31, May 31, May 31,
2006 2005 2006 2005
Net sales $ 4,111,729 $ 3,799,873 $ 8,413,817 $ 7,391,716
Cost of goods sold 2,822,374 2,776,938 5,749,057 5,113,797
Gross profit 1,289,355 1,022,935 2,664,760 2,277,919
Operating expenses:
Engineering 108,858 150,367 199,898 279,287
Selling 192,978 118,231 385,237 335,103
General
& administrative 677,356 432,248 1,278,804 810,070
Total expenses 979,192 700,846 1,863,939 1,424,460
Income from operations 310,163 322,089 800,821 853,459
Other expenses:
Interest expense 99,969 80,087 182,311 130,294
Other (24,822) (6,510) (41,458) (44,881)
Total other expenses 75,147 73,577 140,853 85,413
Income before income
taxes 235,016 248,512 659,968 768,046
Income tax expense 81,847 98,754 234,829 275,396
Net income $ 153,169 $ 149,758 $ 425,139 $ 492,650
Net income per share:
Basic $ 0.08 $ 0.08 $ 0.22 $ 0.25
Diluted $ 0.08 $ 0.08 $ 0.21 $ 0.25
Common shares and equivalent outstanding:
Basic 1,972,796 1,944,385 1,968,451 1,941,280
Diluted 1,979,570 1,966,405 1,977,619 1,965,566
See accompanying notes to condensed consolidated financial statements.
ART'S-WAY MANUFACTURING CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
May 31, November 30,
2006 2005
ASSETS
Current Assets
Cash $ 2,341,217 $ 1,198,238
Accounts receivable-customers,
net of allowance for doubtful
accounts of $75,066 and $46,385
in May and November, respectively 1,645,561 956,391
Inventories, net 7,510,531 6,525,051
Deferred taxes 709,000 673,000
Other current assets 173,871 128,877
Total current assets 12,380,180 9,481,557
Property, plant and equipment, at cost 12,474,068 12,263,478
Less accumulated depreciation 10,067,180 10,372,818
Net property, plant and equipment 2,406,888 1,890,660
Inventories, noncurrent 136,171 144,871
Deferred taxes 32,000 191,000
Other assets 102,603 74,353
Total Assets $ 15,057,842 $ 11,782,441
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 254,094 $ 223,946
Accounts payable 699,662 530,722
Customer deposits 1,602,534 569,354
Accrued expenses 949,901 736,464
Total current liabilities 3,506,191 2,060,486
Long-term debt, excluding current portion 3,936,992 2,558,273
Total liabilities 7,443,183 4,618,759
Stockholders' Equity
Common stock - $.01 par value. Authorized
5,000,000 shares; issued 1,973,176
and 1,963,176 shares in May and in
November 19,732 19,632
Additional paid-in capital 1,745,525 1,719,787
Retained earnings 5,849,402 5,424,263
Total stockholders' equity 7,614,659 7,163,682
Total liabilities and stockholders' equity $ 15,057,842 $ 11,782,441
See accompanying notes to condensed consolidated financial statements.
ART'S-WAY MANUFACTURING CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Year to Date
May 31, May 31,
2006 2005
CASH FLOW FROM OPERATIONS:
Net income $ 425,139 $ 492,650
Adjustment to reconcile net income to
net cash provided by operating activities:
Stock compensation expense 2,638 0
(Gain) on sale of equipment (16,238) 0
Depreciation and amortization 132,266 125,612
Deferred income tax 123,000 262,772
Changes in working capital components:
(Increase) decrease in:
Accounts receivable (689,170) (122,388)
Inventories (976,780) (465,127)
Other current assets (44,994) (57,054)
Other (3,698) 108,883
Increase (decrease) in:
Accounts payable 168,940 (18,745)
Customer deposits 1,033,180 1,758,302
Accrued expenses 213,437 (32,417)
Net cash provided by
operating activities 367,720 2,052,488
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property, plant and
equipment (712,427) (75,330)
Proceeds from sale of property,
plant and equipment 82,689 0
Net cash (used in)
investing activities (629,738) (75,330)
CASH FLOW FROM FINANCING ACTIVITIES:
Principal payments on line of credit 0 (870,071)
Proceeds from notes payable 1,500,000 1,000,000
Principal payments on long term debt (91,133) (85,790)
Loan origination fees paid (27,070) (18,550)
Proceeds from the exercises of stock options 23,200 57,050
Net cash provided by
financing activities 1,404,997 82,639
Net increase in cash 1,142,979 2,059,797
Cash at beginning of period 1,198,238 116,001
Cash at end of period $ 2,341,217 $ 2,175,798
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 169,569 $ 104,980
Income taxes $ 24,100 $ 12,624
See accompanying notes to condensed consolidated financial statements.
ART'S-WAY MANUFACTURING CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement Presentation
The financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. The
financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Company's Annual Report on
Form 10-KSB for the year ended November 30, 2005. The results of
operations for the six months ended May 31, 2006 are not necessarily
indicative of the results for the fiscal year ending November 30, 2006.
2. STOCK OPTIONS
At May 31, 2006, we had two stock-based employee compensation plans,
which are described more fully in Note 9 of our 2005 Annual Report to
Stockholders. We adopted Statement No. 123 (Revised 2004), Share-Based
Payment ("SFAS123R") which replaces SFAS No. 123, Accounting for
Stock-Based Compensation and supersedes APB Opinion No. 25, Accounting
for Stock Issued to Employees, effective December 1, 2005. SFAS123R
requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements
based on their fair values. The pro forma disclosures previously
permitted under SFAS No. 123 are no longer an alternative to financial
statement recognition. Upon adoption, we used the prospective transition
method. The prospective method requires that compensation expense be
recorded for all non-vested stock options beginning with the first
quarter after adoption of SFAS123R. Stock-based compensation expense for
the six months ended May 31, 2006 totaled $2,638.
Previously, we applied Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations in
accounting for these plans. Accordingly, prior to December 1, 2005 no
compensation cost had been recognized for stock options in the condensed
consolidated financial statements when the options were issued at a
price equivalent to the stock price at the time of issuance. Set forth
below is a reconciliation of net income and earnings per share
information for the six months ended May 31, 2005, as if we had applied
the fair value recognition provisions of SFAS 123, Accounting for
Stock-based Compensation, to stock-based employee compensation for that
period.
Three months ended Six months ended
May 31, 2005 May 31, 2005
Net income, as reported $ 149,758 $ 492,650
Deduct:
Total stock-based compensation
expense determined under the
fair value method for all awards,
net of tax effects ($ 1,755) ($ 3,510)
Pro forma net income $ 148,003 $ 489,140
Pro forma basic earnings per share .08 .25
Pro forma diluted earnings per share .08 .25
The fair value of each option grant has been estimated using the
Black-Scholes option-pricing model.
3. INVENTORIES
Major classes of inventory are: May 31, November 30,
2006 2005
Raw material $ 3,629,737 $ 2,820,591
Work-in-process 319,258 455,077
Finished goods 3,697,707 3,394,254
Total $ 7,646,702 $ 6,669,922
Less inventories classified
as noncurrent 136,171 144,871
Inventories, current $ 7,510,531 $ 6,525,051
4. ACCRUED EXPENSES
Major components of accrued expenses are: May 31, November 30,
2006 2005
Salaries, wages and commissions $ 431,432 $ 371,680
Accrued warranty expense 167,487 131,832
Income taxes 93,431 5,702
Other 257,551 227,250
Total $ 949,901 $ 736,464
5. PRODUCT WARRANTY
The Company offers limited warranties of various lengths to its customers
depending on the specific product and terms of the customer purchase
agreement. The average length of the warranty period is one year from date
of purchase. The Company's warranties require it to repair or replace
defective products during the warranty period at no cost to the customer.
The Company records a liability for estimated costs that may be incurred
under its warranties. The costs are estimated based on historical experience
and any specific warranty issues that have been identified. Although historical
warranty costs have been within expectations, there can be no assurance that
future warranty costs will not exceed historical amounts. The Company
periodically assesses the adequacy of its recorded warranty liability
and adjusts the balance as necessary.
Changes in the Company's product warranty liability for the three and six
months ended May 31, 2006 and 2005 are as follows:
Three Months Ended Six Months Ended
May 31, May 31, May 31, May 31,
2006 2005 2006 2005
Balance, beginning $84,440 $155,934 $131,832 $119,912
Settlements made in cash
or in-kind (36,906) (224,556) (147,319) (248,253)
Warranties issued 119,953 184,615 182,974 244,334
Balance, ending $167,487 $115,993 $167,487 $115,993
6. LOAN AND CREDIT AGREEMENTS
The Company has a revolving line of credit for $3,500,000 with advances
funding the working capital, letter of credit and corporate credit card
needs that will mature on April 30, 2007. The interest rate is West
Bank's prime interest rate, adjusted daily. Monthly interest only
payments are required and the unpaid principal is due on the maturity
date. Collateral consists of a first position on assets owned by the
Company including, but not limited to inventories, accounts receivable,
machinery and equipment. As of May 31, 2006 and November 2005, the
Company had no borrowings against the line of credit. Other terms and
conditions of the debt with West Bank include providing monthly
internally prepared financial reports including accounts receivable
aging schedules and borrowing base certificates and year-end audited
financial statements. The borrowing base shall limit advances from the
line of credit to 60% of accounts receivable less than 90 days, 60% of
finished goods inventory, 50% of raw material inventory and 50% of
work-in-process inventory plus 40% of appraisal value of machinery and
equipment.
J. Ward McConnell, Jr. was required to personally guarantee
the debt with West Bank on an unlimited and unconditional basis. The
guarantee of the term debt shall be reduced after the first three years
to a percentage representing his ownership of the Company. Mr.
McConnell's guarantee shall be removed from the term debt in the event
that his ownership interest in the Company is reduced to a level less
than 20% after the first three years of the loan. The Company
compensates Mr. McConnell for his personal guarantee at an annual
percentage rate of 2% of the outstanding balance to be paid monthly.
Guarantee fee payments to Mr. McConnell were approximately $31,000 and
$24,000, for the six months ended May 31, 2006 and 2005, respectively.
A summary of the Company's term debt is as follows:
May 31, November 30,
2006 2005
West Bank loan payable in monthly
installments of $17,776 including
interest at Bank's prime rate plus
1.5%, due March 31, 2023 (A) (B) $ 1,724,904 $ 1,754,866
West Bank loan payable in monthly
installments of $10,000 including
interest at Bank's prime rate plus
1.5%, due March 31, 2015 (A) (B) $ 956,928 $ 974,356
West Bank loan payable in monthly
installments of $22,000 including
interest at Bank's prime rate plus
1.0%, due April 30, 2016 (A) (B) $ 1,493,040 $ 0
State of Iowa Community Development
Block Grant promissory notes at zero
percent interest, maturity September
2006, with quarterly principal payments
of $11,111 $ 11,111 $ 33,334
State of Iowa Community Development
Block Grant local participation
promissory notes at 4% interest,
maturity September 2006, with quarterly
payments of $7,007 $ 5,103 $ 19,663
Total term debt $ 4,191,086 $ 2,782,219
Less current portion of term debt $ 254,094 $ 223,946
Term debt, excluding current portion $ 3,936,992 $ 2,558,273
(A) Notes are supported by a guarantee issued by the United States
Department of Agriculture (USDA) for 75% of the loan amount outstanding.
Collateral for these loans are primarily real estate with a second
position on assets securing the line of credit. The USDA subordinates
collateral rights in all assets other than real estate in an amount
equal to West Bank's other credit commitments.
(B) Covenants include, but are not limited to, restrictions on payment
of dividends, debt service coverage ratio, debt/tangible net worth
ratio, current ratio, limitation on capital expenditures, and tangible
net worth. During the second quarter ended May 31, 2006, the Company did
not comply with covenant limitations on capital expenditures and the
disposal of assets. The bank waived the limitations.
7. RELATED PARTY TRANSACTIONS
J. Ward McConnell, Jr. owns and operates Adamson Global. During the
first six months ended May 31, 2006 Adamson sold Art's-Way Vessels,
Inc., certain raw material and equipment for an aggregate price of
approximately $171,000. Adamson also purchased pressurized vessels from
Art's-Way Vessels, Inc. in the first six months, for an aggregate price
of approximately $84,000. The Company believes that the transactions
were done in accordance with prevailing market terms and conditions.
8. SEGMENT INFORMATION
On October 4, 2005, the Company purchased certain assets of Vessels
Systems, Inc. which created a separate operating segment. Prior to the
date of this acquisition the Company operated in one reportable segment.
Our reportable segments are strategic business units that offer
different products. They are managed separately because each business
requires different technology and marketing strategies.
There are two reportable segments: agricultural products and pressurized
vessels. The agricultural products segment fabricates and sells farming
products as well as replacement parts for these products throughout the
United States. The pressurized vessel segment produces pressurized
tanks.
The accounting policies applied to determine the segment information are
the same as those described in the summary of significant accounting
policies. Currently interest expense on long-term debt is all located
within the agricultural products segment with no interest being charged
to the pressurized vessels segment related to intercompany borrowings.
Intersegment sales and transfers, if any, are accounted for at
historical cost.
Management evaluates the performance of each segment based on profit or
loss from operations before income taxes, exclusive of nonrecurring
gains and losses.
Approximate financial information with respect to the reportable
segments is as follows. The agricultural products and the pressurized
vessels segment information is for the three and six months ended May
31, 2006.
Three Months Ended May 31, 2006
Agricultural Products Pressurized Vessels Consolidated
Revenue from external
customers $3,301,000 $811,000 $4,112,000
Income from operations 106,000 204,000 310,000
Income before tax 24,000 211,000 235,000
Segment profit 22,000 131,000 153,000
Total Assets 14,512,000 546,000 15,058,000
Capital expenditures 361,000 17,000 378,000
Depreciation & Amortization 69,000 10,000 79,000
Six Months Ended May 31, 2006
Agricultural Products Pressurized Vessels Consolidated
Revenue from external
customers $6,929,000 $1,485,000 $8,414,000
Income from operations 584,000 217,000 801,000
Income before tax 433,000 227,000 660,000
Segment profit 284,000 141,000 425,000
Total Assets 14,512,000 546,000 15,058,000
Capital expenditures 681,000 31,000 712,000
Depreciation & Amortization 111,000 21,000 132,000
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with
the condensed consolidated financial statements and notes thereto
appearing elsewhere in this report. Management's discussion and analysis
contains forward-looking statements that involve risks and
uncertainties, including but not limited to, quarterly fluctuations in
results; customer demand for our products; economic conditions; the
achievement of lower costs and expenses; the continued availability of
financing in the amount and on the terms required to support future
business; and other risks detailed from time to time in our other
Securities and Exchange Commission filings. Actual results may differ
materially from management's expectations.
(a) Plan of Operation
In the current fiscal year we plan to continue growth through new
product development and when appropriate acquisition. We continue to
look for new and better ways to improve our product offerings for our
end users. We persist in our attempt to improve our efficiencies,
through the implementation of lean manufacturing processes.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations
(i) Critical Accounting Policies
Our critical accounting policies involving the more significant
judgments and assumptions used in the preparation of the financial
statements as of May 31, 2006 have remained unchanged from November 30,
2005. These policies involve revenue recognition, inventory valuation
and income taxes. Disclosure of these critical accounting policies is
incorporated by reference under Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operation" in our annual
report on Form 10-KSB for the year ended November 30, 2005.
(ii) Results of Operations
Our 2006 consolidated net sales for the six months end were $8,414,000,
representing a 14% increase compared to the same period one year ago. A
majority of this increase was due to the inclusion of Art's-Way
Vessels, Inc.'s, net sales of $1,485,000, for the six months just ended.
Art's-Way Vessels, Inc., was acquired October 4, 2005 and therefore was
not included in last year's same six month period. Art's-Way
Manufacturing had revenues totaling $6,929,000 for the first six
months, compared to $7,392,000 for the same period in 2005.
Art's-Way Manufacturing's consolidated gross profit of 32% year to date
has remained stable compared to the same period one year ago of 31%.
Art's-Way Manufacturing's gross profit is down from 31% to 29% year to
date. This slight decline is due to a reduction in sales of grinder
mixers which have a slightly higher margin than some of our other
product offerings. Art's-Way Vessel's had a gross profit of 45% year to
date. When we purchased Art's-Way Vessel's orders that were already
booked were at a much lower profit margin than we are currently
charging. This, coupled with the additional expenses of getting shop
supplies and repairs and maintenance, drove our gross margin down in
the first quarter of 2006.
Operating expenses for the six months increased $439,000 compared to
2005. Of this amount $451,000 relates directly to the addition of
Art's-Way Vessels.
Engineering expenses were down $79,000 for the six months of 2006 as
compared to 2005. In 2005 we hired an outside engineering firm to aid
in the development of an exportable beet harvester. In the first half
of 2006 our overall engineering cost savings was offset by expenses of
an engineering consultant, who is helping to bring the export harvester
to production and is expected to complete his work by the end of July.
Selling expenses were up for the first six months of 2006 by $50,000
over the same period one year ago. This increase is mainly due to an
increase in advertising and show expenses. Advertising expenses were up
by approximately $10,000 as we have tried to reach new customers. Show
expense was also up by approximately $25,000 due to machine enhancement
for show purposes.
Income from operations had decreased year to date from $853,000 in 2005
to $800,000 in 2006. Art's-Way Manufacturing's income from operation was
$584,000, representing a $269,000 decrease year to date compared to
2005, which is due to the decrease in sales of 6% year to date compared
to 2005 and the slight decrease in our gross profit margin. Art's-Way
started fiscal year 2005 with a backlog over a milion dollars, for our
new model 5165 grinder mixers. Once we manufactured our first run of
the new model our sales increased significantly to fulfill the build up
of orders. While sales have decreased from 2005 to 2006 the cause is
due to the extaordinary year we had in fiscal year 2005. Art's-Way
Vessel's income from operations was $217,000 year to date.
We experienced an increase in interest expense of $52,000 in the first
six months of 2006 as a result of a rise in the prime interest rate
over the past 18 months and an additional borrowing of $1,500,000
during the second quarter.
The order backlog as of May 31, 2006 was $ 5,790,000 compared to
$3,042,000 one year ago. Art's-Way Manufacturing's order backlog as of
May 31 was $3,099,000 while Art's-Way Vessel's was $2,691,000. Gehl,
one of our main competitors in the grinder mixer market, announced in
April, that they were ceasing operation of their ag product lines. We
feel that we are in an excellent position to capture some of this
market share and are optimistic that this will increase our grinder
mixer sales.
(iii) Liquidity and Capital Resources
Accounts receivable increased $689,000 during the first six month
period. This is due primarily to sales of OEM products.
Our customer deposits also increased by $1,033,00 as our beet programs
offer discounts to our customers for making downpayments on their
orders.
Our inventory level increased $977,000 over November 2005. This is due
to the production of our beet harvesting equipment. We expect to see
our inventory levels drop back down by the end of the third quarter
when the majority of our beet equipment will have been shipped.
In late 2005 we entered into an agreement to purchase a new Bystronic
laser, used to cut metal, which called for three payments totaling
approximately $627,000. We made the second and third payments in the
first half of 2006.
In April of 2006 we obtained additional long term financing through
West Bank of $1,500,000. This money will be used for future
acquisitions and asset purchases, and has not been drawn upon to date.
See footnote 6 of the notes to the condensed consolidated financial
statements for further discussion of our credit facilities.
Item 3
CONTROLS AND PROCEDURES
Senior management, including the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is (a)
accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure; and (b) recorded,
processed, summarized and reported, within the time specified in the
SEC's rules and forms. Since that evaluation process was completed there
have been no significant changes in our disclosure controls or in other
factors that could significantly affect these controls.
There were no changes in our internal control over financial reporting,
identified in connection with this evaluation that occurred during the
period covered by this report that materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
Part II - Other Information
ITEM 1. LEGAL PROCEEDINGS
During the period covered by this report, we were not a party to any
legal action or claim which was other than routine litigation incidental
to our business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At our annual meeting of stockholders held April 27, 2006, the following
individuals were elected to our Board of Directors to hold office until
the next annual meeting or until their successors are elected and
qualified, with the following votes in favor of election:
FOR WITHHELD
David R. Castle 1,717,190 121,974
Fred W. Krahmer 1,716,390 122,774
James Lynch 1,717,171 121,993
Douglas McClellan 1,717,190 121,974
J. Ward McConnell, Jr. 1,717,190 121,974
Marc H. McConnell 1,716,869 122,295
Thomas E. Buffamante 1,717,188 121,976
The stockholders also ratified the selection of McGladrey & Pullen, LLP
as independent public accountants for the year ending November 30, 2006.
Total number of shares voted in favor: 1,832,842
Total number of shares voted against: 600
Total number of abstentions: 625
Total number of broker non-votes: 0
ITEM 6. EXHIBITS
See exhibit index on page 15.
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.
ART'S-WAY MANUFACTURING CO., INC.
By: _________________________________ By:_________________________
Carrie L. Majeski Carrie L. Majeski
Interim Chief Executive Officer Chief Financial Officer
Date:____________________________ Date:____________________
Exhibits Index
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32.1 Certification of Chief Executive Officer under 18 U.S.C. Section 1350.
32.2 Certification of Chief Financial Officer under 18 U.S.C. Section 1350.