##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended August 31, 2005
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 0-4957
 EDUCATIONAL DEVELOPMENT CORPORATION
  Delaware
    
    73-0750007(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 th
   þ o
  o þ
  o þ




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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem 4 CONTROLS AND PROCEDURESPART II OTHER INFORMATIONItem 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSItem 6 EXHIBITS AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXAmendment to Restated Loan AgreementAmendment to Restated Loan AgreementCertification of CEO Pursuant to Section 302Certification of Principal Financial Officer Pursuant to Section 302Certification Pursuant to Section 906    Table of Contents  EDUCATIONAL DEVELOPMENT CORPORATION
 
 PART I. FINANCIAL INFORMATION
 
   August 31, 2005
    
    
    February 28, 2005(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    337,000
    
    
    $
    364,000Accounts
receivable  (less
allowances for doubtful accounts
and returns: 08/31/05  $142,600;
2/28/05  $140,400)
    
    
    3,198,100
    
    
    
    2,442,400Inventories
 Net
    
    
    12,602,200
    
    
    
    11,749,200Prepaid expenses and other assets
    
    
    85,600
    
    
    
    103,400Income taxes receivable
    
    
    392,200
    
    
    
    53,800Deferred income taxes
    
    
    49,200
    
    
    
    44,800Total current assets
    
    
    16,664,300
    
    
    
    14,757,600INVENTORIES  Net
    
    
    599,400
    
    
    
    723,300PROPERTY AND EQUIPMENTat cost (less accumulated depreciation:
08/31/05  $1,868,900; 2/28/05  $1,803,300)
    
    
    2,443,300
    
    
    
    2,402,800DEFERRED INCOME TAXES
    
    
    14,500
    
    
    
    96,800$
    19,721,500
    
    
    $
    17,980,500LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Note payable to bank
    
    $
    2,491,000
    
    
    $
    1,428,000Accounts payable
    
    
    3,570,800
    
    
    
    3,612,900Accrued salaries and commissions
    
    
    496,900
    
    
    
    463,400Other current liabilities
    
    
    388,700
    
    
    
    344,100Total current liabilities
    
    
    6,947,400
    
    
    
    5,848,400COMMITMENTSSHAREHOLDERS EQUITY:Common Stock, $.20 par value (Authorized
8,000,000 shares; Issued 5,771,840 (8/31/05)
and 5,762,340 shares (02/28/05); Outstanding
3,747,223 (8/31/05) and 3,735,513 (2/28/05) shares)
    
    
    1,154,400
    
    
    
    1,152,500Capital in excess of par value
    
    
    7,556,000
    
    
    
    7,469,400Retained earnings
    
    
    14,793,400
    
    
    
    14,214,10023,503,800
    
    
    
    22,836,000Less treasury shares, at cost
    
    
    (10,729,700
    )
    
    
    (10,703,900
    )12,774,100
    
    
    
    12,132,100$
    19,721,500
    
    
    $
    17,980,500
  2




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EDUCATIONAL DEVELOPMENT CORPORATION
  Three Months Ended August 31,
    
    
    Six Months Ended August 31,2005
    
    
    2004
    
    
    2005
    
    
    2004REVENUES:Gross sales
    
    $
    9,548,500
    
    
    $
    9,527,000
    
    
    $
    20,542,900
    
    
    $
    20,638,100Less discounts & allowances
    
    
    (3,099,400
    )
    
    
    (2,911,100
    )
    
    
    (6,210,900
    )
    
    
    (5,865,100
    )Transportation revenue
    
    
    345,000
    
    
    
    376,300
    
    
    
    688,800
    
    
    
    772,500Net revenues
    
    
    6,794,100
    
    
    
    6,992,200
    
    
    
    15,020,800
    
    
    
    15,545,500COST OF SALES
    
    
    2,739,200
    
    
    
    2,619,000
    
    
    
    5,744,000
    
    
    
    5,622,900Gross margin
    
    
    4,054,900
    
    
    
    4,373,200
    
    
    
    9,276,800
    
    
    
    9,922,600OPERATING EXPENSES:Operating & selling
    
    
    1,515,200
    
    
    
    1,563,000
    
    
    
    3,186,000
    
    
    
    3,246,400Sales commissions
    
    
    1,476,700
    
    
    
    1,640,300
    
    
    
    3,393,800
    
    
    
    3,751,200General & administrative
    
    
    404,500
    
    
    
    433,200
    
    
    
    829,200
    
    
    
    849,800Interest
    
    
    28,300
    
    
    
    20,600
    
    
    
    43,000
    
    
    
    29,6003,424,700
    
    
    
    3,657,100
    
    
    
    7,452,000
    
    
    
    7,877,000OTHER INCOME
    
    
    8,200
    
    
    
    9,300
    
    
    
    16,100
    
    
    
    15,500EARNINGS BEFORE INCOME TAXES
    
    
    638,400
    
    
    
    725,400
    
    
    
    1,840,900
    
    
    
    2,061,100INCOME TAXES
    
    
    243,600
    
    
    
    273,000
    
    
    
    700,900
    
    
    
    784,300NET EARNINGS
    
    $
    394,800
    
    
    $
    452,400
    
    
    $
    1,140,000
    
    
    $
    1,276,800BASIC AND DILUTED EARNINGS
PER SHARE:Basic
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.30
    
    
    $
    0.32Diluted
    
    $
    0.10
    
    
    $
    0.11
    
    
    $
    0.29
    
    
    $
    0.30WEIGHTED AVERAGE NUMBER OF
COMMON AND EQUIVALENT
SHARES OUTSTANDING:Basic
    
    
    3,745,057
    
    
    
    3,982,493
    
    
    
    3,741,595
    
    
    
    3,991,971Diluted
    
    
    3,905,290
    
    
    
    4,157,072
    
    
    
    3,903,439
    
    
    
    4,193,679DIVIDENDS DECLARED PER
COMMON SHARE
    
    $
    
    
    
    $
    
    
    
    $
    0.15
    
    
    $
    0.12
 
 3




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EDUCATIONAL DEVELOPMENT CORPORATION
  Common Stock(par value $.20 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury StockNumber of
    
    
    
    
    
    
    Capital in
    
    
    
    
    
    
    NumberShares
    
    
    
    
    
    
    Excess of
    
    
    Retained
    
    
    of
    
    
    
    
    
    
    ShareholdersIssued
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    EquityBALANCE, MAR. 1, 2005
    
    
    5,762,340
    
    
    $
    1,152,500
    
    
    $
    7,469,400
    
    
    $
    14,214,100
    
    
    
    2,026,827
    
    
    $
    (10,703,900
    )
    
    $
    12,132,100Purchases of treasury
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,500
    
    
    
    (77,300
    )
    
    
    (77,300
    )Sales of treasury stock
    
    
    
    
    
    
    
    
    
    
    26,800
    
    
    
    
    
    
    
    (9,710
    )
    
    
    51,500
    
    
    
    78,300Exercise of options at
$2.1875  $6.00/share
    
    
    9,500
    
    
    
    1,900
    
    
    
    47,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,400Tax benefit of stock options
    
    
    
    
    
    
    
    
    
    
    12,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,300Dividends paid ($0.15/share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (560,700
    )
    
    
    
    
    
    
    
    
    
    
    (560,700
    )Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,140,000
    
    
    
    
    
    
    
    
    
    
    
    1,140,000BALANCE, AUGUST 31, 2005
    
    
    5,771,840
    
    
    $
    1,154,400
    
    
    $
    7,556,000
    
    
    $
    14,793,400
    
    
    
    2,024,617
    
    
    $
    (10,729,700
    )
    
    $
    12,774,100
  4




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EDUCATIONAL DEVELOPMENT CORPORATION
  Six Months Ended August 31,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES
    
    $
    (485,900
    )
    
    $
    1,101,500CASH FLOWS
FROM INVESTING ACTIVITIES Purchases of property and equipment
    
    
    (106,100
    )
    
    
    (471,800
    )Net cash used in investing activities
    
    
    (106,100
    )
    
    
    (471,800
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving credit agreement
    
    
    7,932,000
    
    
    
    7,702,000Payments under revolving credit agreement
    
    
    (6,869,000
    )
    
    
    (5,479,000
    )Cash received from exercise of stock options
    
    
    49,400
    
    
    
    543,500Tax benefit of stock options exercised
    
    
    12,300
    
    
    
    305,800Cash received from sale of treasury stock
    
    
    78,300
    
    
    
    120,400Cash paid to acquire treasury stock
    
    
    (77,300
    )
    
    
    (3,264,300
    )Dividends paid
    
    
    (560,700
    )
    
    
    (484,000
    )Net cash provided by (used in) financing activities
    
    
    565,000
    
    
    
    (555,600
    )Net Increase (Decrease) in Cash and Cash Equivalents
    
    
    (27,000
    )
    
    
    74,100Cash and Cash Equivalents, Beginning of Period
    
    
    364,000
    
    
    
    260,500Cash and Cash Equivalents, End of Period
    
    $
    337,000
    
    
    $
    334,600Supplemental Disclosure of Cash Flow Information:Cash paid for interest
    
    $
    36,700
    
    
    $
    22,400Cash paid for income taxes
    
    $
    949,200
    
    
    $
    885,500
  5




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EDUCATIONAL DEVELOPMENT CORPORATION
  Note 1
   Note
2 Wall Street Journal
 Wall Street Journal
 Note 3
 August 31, 2005
    
    
    February 28, 2005Current:Book inventory
    
    $
    12,651,200
    
    
    $
    11,785,700Inventory valuation allowance
    
    
    (49,000
    )
    
    
    (36,500
    )Inventories
net  current
    
    $
    12,602,200
    
    
    $
    11,749,200Non-current:Book inventory
    
    $
    830,200
    
    
    $
    1,111,700Inventory valuation allowance
    
    
    (230,800
    )
    
    
    (388,400
    )Inventories
 non-current
    
    $
    599,400
    
    
    $
    723,300
    Note 4
 6




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EDUCATIONAL DEVELOPMENT CORPORATION
  Three Months Ended August 31,
    
    
    Six Months Ended August 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Net Earnings
    
    $
    394,800
    
    
    $
    452,400
    
    
    $
    1,140,000
    
    
    $
    1,276,800Basic EPS:Weighted Average Shares Outstanding
    
    
    3,745,057
    
    
    
    3,982,493
    
    
    
    3,741,595
    
    
    
    3,991,971Basic EPS
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.30
    
    
    $
    0.32Diluted EPS:Weighted Average Shares Outstanding
    
    
    3,745,057
    
    
    
    3,982,493
    
    
    
    3,741,595
    
    
    
    3,991,971Assumed Exercise of Options
    
    
    160,233
    
    
    
    174,579
    
    
    
    161,844
    
    
    
    201,708Shares Applicable to Diluted Earnings
    
    
    3,905,290
    
    
    
    4,157,072
    
    
    
    3,903,439
    
    
    
    4,193,679Diluted EPS
    
    $
    0.10
    
    
    $
    0.11
    
    
    $
    0.29
    
    
    $
    0.30
  Note
5
 Note 6
 Note 7
  7




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##### Table of Contents



EDUCATIONAL DEVELOPMENT CORPORATION
  Publishing
    
    
    UBAH
    
    
    Other
    
    
    TotalThree Months Ended August 31, 2005Net revenues from external customers
    
    $
    2,265,000
    
    
    $
    4,529,100
    
    
    $
    
    
    
    $
    6,794,100Earnings before income taxes
    
    $
    707,100
    
    
    $
    853,200
    
    
    $
    (  921,900
    )
    
    $
    638,400Three Months Ended August 31, 2004Net revenues from external customers
    
    $
    1,933,400
    
    
    $
    5,058,800
    
    
    $
    
    
    
    $
    6,992,200Earnings before income taxes
    
    $
    581,200
    
    
    $
    1,081,500
    
    
    $
    (  937,300
    )
    
    $
    725,400Six Months Ended August 31, 2005Net revenues from external customers
    
    $
    4,425,100
    
    
    $
    10,595,700
    
    
    $
    
    
    
    $
    15,020,800Earnings before income taxes
    
    $
    1,476,600
    
    
    $
    2,196,200
    
    
    $
    (1,831,900
    )
    
    $
    1,840,900Six Months Ended August 31, 2004Net revenues from external customers
    
    $
    3,951,700
    
    
    $
    11,593,800
    
    
    $
    
    
    
    $
    15,545,500Earnings before income taxes
    
    $
    1,322,800
    
    
    $
    2,574,200
    
    
    $
    (1,835,900
    )
    
    $
    2,061,100
 ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Factors Affecting Forward Looking Statements
   Overview
  8




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EDUCATIONAL DEVELOPMENT CORPORATION
  Three Months Ended August 31,
    
    
    Six Months Ended August 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Net revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    40.3
    %
    
    
    37.5
    %
    
    
    38.2
    %
    
    
    36.2
    %Gross margin
    
    
    59.7
    %
    
    
    62.5
    %
    
    
    61.8
    %
    
    
    63.8
    %Operating expenses:Operating & selling
    
    
    22.3
    %
    
    
    22.3
    %
    
    
    21.2
    %
    
    
    20.9
    %Sales commissions
    
    
    21.7
    %
    
    
    23.4
    %
    
    
    22.6
    %
    
    
    24.1
    %General & administrative
    
    
    6.0
    %
    
    
    6.2
    %
    
    
    5.5
    %
    
    
    5.4
    %Interest
    
    
    0.4
    %
    
    
    0.3
    %
    
    
    0.3
    %
    
    
    0.2
    %Total operating expenses
    
    
    50.4
    %
    
    
    52.2
    %
    
    
    49.6
    %
    
    
    50.6
    %Other income
    
    
    0.1
    %
    
    
    0.1
    %
    
    
    0.1
    %
    
    
    0.1
    %Earnings before income taxes
    
    
    9.4
    %
    
    
    10.4
    %
    
    
    12.3
    %
    
    
    13.3
    %Income taxes
    
    
    3.6
    %
    
    
    3.9
    %
    
    
    4.7
    %
    
    
    5.1
    %Net earnings
    
    
    5.8
    %
    
    
    6.5
    %
    
    
    7.6
    %
    
    
    8.2
    %
 Operating Results for the Three Months Ended August 31, 2005
  Revenues
 Three Months Ended August 31,
    
    
    $Increase/
    
    
    % Increase/2005
    
    
    2004
    
    
    (decrease)
    
    
    (decrease)Gross sales
    
    $
    9,548,500
    
    
    $
    9,527,000
    
    
    $
    21,500
    
    
    
    0.2
    %Less discounts & allowances
    
    
    (3,099,400
    )
    
    
    (2,911,100
    )
    
    
    (188,300
    )
    
    
    6.5
    %Transportation revenue
    
    
    345,000
    
    
    
    376,300
    
    
    
    (31,300
    )
    
    
    (8.3
    %)Net revenues
    
    $
    6,794,100
    
    
    $
    6,992,200
    
    
    $
    (198,100
    )
    
    
    (2.8
    %)
   9




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EDUCATIONAL DEVELOPMENT CORPORATION
   Expenses
 Three Months Ended August 31,
    
    
    $Increase/
    
    
    % Increase/2005
    
    
    2004
    
    
    (decrease)
    
    
    (decrease)Cost of sales
    
    $
    2,739,200
    
    
    $
    2,619,000
    
    
    $
    120,200
    
    
    
    4.5
    %Operating & selling
    
    
    1,515,200
    
    
    
    1,563,000
    
    
    
    (47,800
    )
    
    
    (3.1
    %)Sales commissions
    
    
    1,476,700
    
    
    
    1,640,300
    
    
    
    (163,600
    )
    
    
    (10.0
    %)General & administrative
    
    
    404,500
    
    
    
    433,200
    
    
    
    (28,700
    )
    
    
    (6.6
    %)Interest
    
    
    28,300
    
    
    
    20,600
    
    
    
    7,700
    
    
    
    37.4
    %Total
    
    $
    6,163,900
    
    
    $
    6,276,100
    
    
    $
    (112,200
    )
    
    
    (1.8
    %)
    10




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EDUCATIONAL DEVELOPMENT CORPORATION
    Operating Results for the Six Months Ended August 31, 2005
  Revenues
 Six Months Ended August 31,
    
    
    $Increase/
    
    
    % Increase/2005
    
    
    2004
    
    
    (decrease)
    
    
    (decrease)Gross sales
    
    $
    20,542,900
    
    
    $
    20,638,100
    
    
    $
    (95,200
    )
    
    
    (0.5
    %)Less discounts & allowances
    
    
    (6,210,900
    )
    
    
    (5,865,100
    )
    
    
    (345,800
    )
    
    
    5.9
    %Transportation revenue
    
    
    688,800
    
    
    
    772,500
    
    
    
    (83,700
    )
    
    
    (10.8
    %)Net revenues
    
    $
    15,020,800
    
    
    $
    15,545,500
    
    
    $
    (524,700
    )
    
    
    (3.4
    %)
    11




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##### Table of Contents



EDUCATIONAL DEVELOPMENT CORPORATION
  Expenses
 Six Months Ended August 31,
    
    
    $Increase/
    
    
    % Increase/2005
    
    
    2004
    
    
    (decrease)
    
    
    (decrease)Cost of sales
    
    $
    5,744,000
    
    
    $
    5,622,900
    
    
    $
    121,100
    
    
    
    2.2
    %Operating & selling
    
    
    3,186,000
    
    
    
    3,246,400
    
    
    
    (60,400
    )
    
    
    (1.9
    %)Sales commissions
    
    
    3,393,800
    
    
    
    3,751,200
    
    
    
    (357,400
    )
    
    
    (9.5
    %)General & administrative
    
    
    829,200
    
    
    
    849,800
    
    
    
    (20,600
    )
    
    
    (2.4
    %)Interest
    
    
    43,000
    
    
    
    29,600
    
    
    
    13,400
    
    
    
    45.3
    %Total
    
    $
    13,196,000
    
    
    $
    13,499,900
    
    
    $
    ( 303,900
    )
    
    
    (2.3
    %)
      12




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EDUCATIONAL DEVELOPMENT CORPORATION
  Liquidity and Capital Resources
        Bank Credit Agreement
 Wall Street Journal
 Wall Street Journal
 13




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##### Table of Contents



EDUCATIONAL DEVELOPMENT CORPORATION
 Critical Accounting Policies
  Revenue Recognition
  Allowance for Doubtful Accounts
  Inventory
 1 2
  Deferred Tax Assets
  14




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EDUCATIONAL DEVELOPMENT CORPORATION
 Long-lived Assets
  
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4 CONTROLS AND PROCEDURES
  
 PART II OTHER INFORMATION
 
 Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  ISSUER PURCHASES OF EQUITY SECURITIES
 (d) Maximum(c) Total Number
    
    
   Number (orof Shares (or
    
    
    ApproximateUnits) Purchased
    
    
    Dollar Value)as Part of
    
    
    of Shares (orPublicly
    
    
    Units) that May(a) Total Number
    
    
    (b) Average
    
    
    Announced
    
    
    Yet Be Purchasedof Shares (or
    
    
    Price Paid per
    
    
    Plans
    
    
    Under thePeriod
    
    Units Purchased
    
    
    Share (or Unit)
    
    
    or Programs (1)
    
    
    Plans or ProgramsJune 1,
2005 
June 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    171,564July 1,
2005 
July 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    171,564August 1, 2005 
August 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    171,564Total
    
    
    
    
    
    
    
    
    
    
    
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##### Table of Contents



EDUCATIONAL DEVELOPMENT CORPORATION
 
 (1)
    
    In July 1998, the Board of Directors authorized the Company to purchase up to
1,000,000 shares of the Companys common stock pursuant to a plan that was announced
publicly on October 14, 1998. In May 1999, the Board of Directors authorized the Company
to purchase up to an additional 1,000,000 shares of its common stock under this
plan, which was announced publicly on May 19, 1999. In April 2004 the Board of Directors
authorized the Company to purchase up to an additional 500,000 shares of its common stock
under this plan. Pursuant to the plan, the Company may purchase such 2,500,000 shares of
the Companys common stock until 2,500,000 shares have been repurchased. There is no
expiration date for the repurchase plan. 
 Item 6 EXHIBITS AND REPORTS ON FORM 8-K
 (a)
    
    Exhibits10.1
    
    Sixth Amendment dated June 30, 2005 to Restated Loan Agreement between the Company and Arvest
Bank, Tulsa, OK10.2
    
    Seventh Amendment dated September 2, 2005 to Restated Loan Agreement between the Company and
Arvest Bank, Tulsa, OK31.1
    
    Certification of the Chief Executive Officer of Educational Development Corporation pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 furnished herewith.31.2
    
    Certification of Controller and Corporate Secretary (Principal Financial and Accounting
Officer) of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 furnished herewith.32.1
    
    Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.(b)
    
    Reports on Form 8-K
  st st st
 
 SIGNATURES
  
 Date October 13, 2005
    
    
    
    By
    
    /s/ Randall W. WhiteRandall W. WhitePresident
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##### Table of Contents



EDUCATIONAL DEVELOPMENT CORPORATION
 
  Exhibit No.
    
    Description10.1
    
    Sixth Amendment dated June 30, 2005 to Restated Loan Agreement between the Company and Arvest
Bank, Tulsa, OK10.2
    
    Seventh Amendment dated September 2, 2005 to Restated Loan Agreement between the Company and
Arvest Bank, Tulsa, OK31.1
    
    Certification of the Chief Executive Officer of Educational Development Corporation pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 furnished herewith.31.2
    
    Certification of Controller and Corporate Secretary (Principal Financial and Accounting
Officer) of Educational Development Corporation pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 furnished herewith.32.1
    
    Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 17