##### Table of Contents



UNITED STATES
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 January 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 000-21057
 DYNAMEX INC.
 (Exact name of registrant as specified in its charter)
 Delaware
(State of incorporation)
    
    86-0712225
(I.R.S. Employer Identification No.)5429 LBJ Freeway, Suite 1000, Dallas, Texas
(Address of principal executive offices)
    
    75240
(Zip Code)
 Registrants telephone number, including area code:
(214) 560-9000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Small reporting company o
 o þ




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##### 



DYNAMEX INC.
 INDEX
 PagePART IFINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets
January 31, 2010 (Unaudited) and July 31, 2009
    
    
    2Condensed Statements of Consolidated Operations (Unaudited)
Three and six months ended January 31, 2010 and 2009
    
    
    3Condensed Statements of Consolidated Cash Flows (Unaudited)
Six months ended January 31, 2010 and 2009
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    18PART IIOTHER INFORMATIONItem 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 6. Exhibits
    
    
    24Signatures
    
    
    25Exhibit Index
    
    
    E-1EX-31.1EX-31.2EX-32.1EX-32.2
  1




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 DYNAMEX INC.
 January 31,
    
    
    July 31,2010
    
    
    2009(Unaudited)ASSETSCURRENTCash and cash equivalents
    
    $
    12,568
    
    
    $
    11,016Accounts receivable (net of allowance for doubtful accounts
of $1,734 and $1,801, respectively)
    
    
    50,158
    
    
    
    43,545Income taxes receivable
    
    
    4,255
    
    
    
    3,043Prepaid and other current assets
    
    
    2,505
    
    
    
    4,396Deferred income taxes
    
    
    4,270
    
    
    
    4,270Total current assets
    
    
    73,756
    
    
    
    66,270PROPERTY AND EQUIPMENT (net of accumulated
depreciation of $30,835 and $29,730, respectively)
    
    
    11,322
    
    
    
    11,532GOODWILL
    
    
    47,586
    
    
    
    47,496INTANGIBLES  net
    
    
    961
    
    
    
    975OTHER
    
    
    3,429
    
    
    
    3,226Total assets
    
    $
    137,054
    
    
    $
    129,499LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable trade
    
    $
    6,883
    
    
    $
    5,581Accrued liabilities
    
    
    22,341
    
    
    
    22,370Total current liabilities
    
    
    29,224
    
    
    
    27,951LONG-TERM DEBT
    
    
    
    
    
    
    OTHER LONG-TERM LIABILITIES
    
    
    5,399
    
    
    
    5,468Total liabilities
    
    
    34,623
    
    
    
    33,419COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred stock; $0.01 par value, 10,000 shares authorized;
none outstanding
    
    
    
    
    
    
    Common stock; $0.01 par value, 50,000 shares authorized;
9,734 and 9,725 outstanding, respectively
    
    
    97
    
    
    
    97Additional paid-in capital
    
    
    37,196
    
    
    
    36,276Retained earnings
    
    
    60,896
    
    
    
    55,655Accumulated other comprehensive income
    
    
    4,242
    
    
    
    4,052Total stockholders equity
    
    
    102,431
    
    
    
    96,080Total liabilities and stockholders equity
    
    $
    137,054
    
    
    $
    129,499
  2




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DYNAMEX INC.
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Sales
    
    $
    98,436
    
    
    $
    97,557
    
    
    
    197,883
    
    
    $
    213,009Operating expenses:Purchased transportation
    
    
    63,281
    
    
    
    61,537
    
    
    
    126,870
    
    
    
    135,424Salaries and employee benefits
    
    
    19,913
    
    
    
    20,428
    
    
    
    39,623
    
    
    
    44,517Facilities and communication
    
    
    5,063
    
    
    
    4,877
    
    
    
    9,783
    
    
    
    9,698Other
    
    
    5,450
    
    
    
    6,731
    
    
    
    11,177
    
    
    
    13,057Depreciation and amortization
    
    
    1,042
    
    
    
    811
    
    
    
    2,104
    
    
    
    1,594Restructuring cost
    
    
    282
    
    
    
    
    
    
    
    282
    
    
    
    Total operating expenses
    
    
    95,031
    
    
    
    94,384
    
    
    
    189,839
    
    
    
    204,290Operating income
    
    
    3,405
    
    
    
    3,173
    
    
    
    8,044
    
    
    
    8,719Interest expense
    
    
    44
    
    
    
    43
    
    
    
    92
    
    
    
    81Other income, net
    
    
    (188
    )
    
    
    (291
    )
    
    
    (201
    )
    
    
    (309
    )Income before income taxes
    
    
    3,549
    
    
    
    3,421
    
    
    
    8,153
    
    
    
    8,947Income taxes
    
    
    1,334
    
    
    
    1,117
    
    
    
    2,912
    
    
    
    3,599Net income
    
    $
    2,215
    
    
    $
    2,304
    
    
    $
    5,241
    
    
    $
    5,348Basic earnings per common share
    
    $
    0.23
    
    
    $
    0.24
    
    
    $
    0.54
    
    
    $
    0.54Diluted earnings per common share
    
    $
    0.23
    
    
    $
    0.24
    
    
    $
    0.54
    
    
    $
    0.54Weighted average shares:Common shares outstanding
    
    
    9,732
    
    
    
    9,747
    
    
    
    9,729
    
    
    
    9,848Adjusted common shares  assuming
exercise of stock options
    
    
    9,757
    
    
    
    9,768
    
    
    
    9,751
    
    
    
    9,902
  3




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DYNAMEX INC.
 Six months endedJanuary 31,2010
    
    
    2009OPERATING ACTIVITIESNet income
    
    $
    5,241
    
    
    $
    5,348Adjustments to reconcile net income to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    2,104
    
    
    
    1,594Amortization of deferred bank financing fees
    
    
    4
    
    
    
    Provision for losses on accounts receivable
    
    
    257
    
    
    
    1,016Stock option compensation
    
    
    768
    
    
    
    746Deferred income taxes
    
    
    180
    
    
    
    553Non-cash rent expense
    
    
    (13
    )
    
    
    71Gain on disposal of property and equipment
    
    
    (5
    )
    
    
    (2
    )Changes in current operating assets and liabilities:Accounts receivable
    
    
    (6,870
    )
    
    
    (172
    )Prepaids and other current assets
    
    
    675
    
    
    
    73Accounts payable and accrued liabilities
    
    
    1,263
    
    
    
    (10,882
    )Net cash provided by (used in) operating activities
    
    
    3,604
    
    
    
    (1,655
    )INVESTING ACTIVITIESPurchase of property and equipment
    
    
    (1,680
    )
    
    
    (1,746
    )Proceeds from sale of property and equipment
    
    
    5
    
    
    
    Acquisition of customer lists
    
    
    (204
    )
    
    
    Withdrawal (purchase) of investments
    
    
    (27
    )
    
    
    676Net cash used in investing activities
    
    
    (1,906
    )
    
    
    (1,070
    )FINANCING ACTIVITIESProceeds from stock option exercise
    
    
    152
    
    
    
    Purchase and retirement of treasury stock
    
    
    
    
    
    
    (10,597
    )Other assets and deferred financing fees
    
    
    (174
    )
    
    
    532Net cash used in financing activities
    
    
    (22
    )
    
    
    (10,065
    )EFFECT OF EXCHANGE RATES ON CASH
    
    
    (124
    )
    
    
    (2,364
    )NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    1,552
    
    
    
    (15,154
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    11,016
    
    
    
    19,888CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    12,568
    
    
    $
    4,734SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    $
    38
    
    
    $
    31Cash paid for taxes
    
    $
    3,945
    
    
    $
    4,291
  4




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DYNAMEX INC.
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 1. Summary of Significant Accounting Policies
 Description of Business
 Basis of presentation 
   Business and credit concentrations 
   Other assets  Recoverable contract contingency costs Preproduction Costs Related to Long-Term Supply Arrangements
 Other long-term liabilities
 5




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DYNAMEX INC.
  2. Comprehensive Income
  Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    2,215
    
    
    $
    2,304
    
    
    $
    5,241
    
    
    $
    5,348Unrealized losses on investments
    
    
    
    
    
    
    (20
    )
    
    
    (3
    )
    
    
    (132
    )Foreign currency translation gains (losses)
    
    
    317
    
    
    
    (723
    )
    
    
    194
    
    
    
    (4,532
    )Comprehensive income
    
    $
    2,532
    
    
    $
    1,561
    
    
    $
    5,432
    
    
    $
    684
 3. Intangibles  net
  AccumulatedAsset
    
    
    Amortization
    
    
    NetDeferred bank financing fees
    
    $
    138
    
    
    $
    (134
    )
    
    
    4Customer lists
    
    
    1,154
    
    
    
    (454
    )
    
    
    700Trademarks and other
    
    
    470
    
    
    
    (213
    )
    
    
    257Total
    
    $
    1,762
    
    
    $
    (801
    )
    
    $
    961
 Amortization Expense
    
    
    Amortization ExpenseThree months ended January 31,
    
    
    Six months ended January 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Deferred bank
financing fees
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    Customer lists
    
    
    111
    
    
    
    40
    
    
    
    208
    
    
    
    75Trademarks and other
    
    
    4
    
    
    
    4
    
    
    
    9
    
    
    
    9Total
    
    $
    115
    
    
    $
    44
    
    
    $
    221
    
    
    $
    84
 4. Computation of Earnings Per Share
 , Earnings Per Share.
 6




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DYNAMEX INC.
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    2,215
    
    
    $
    2,304
    
    
    $
    5,241
    
    
    $
    5,348Weighted average common shares outstanding
    
    
    9,732
    
    
    
    9,747
    
    
    
    9,729
    
    
    
    9,848Common share equivalents related to
options
    
    
    25
    
    
    
    21
    
    
    
    22
    
    
    
    54Common shares and common share equivalents
    
    
    9,757
    
    
    
    9,768
    
    
    
    9,751
    
    
    
    9,902Net income per common share:Basic
    
    $
    0.23
    
    
    $
    0.24
    
    
    $
    0.54
    
    
    $
    0.54Diluted
    
    $
    0.23
    
    
    $
    0.24
    
    
    $
    0.54
    
    
    $
    0.54
 5. Repurchase of Equity Securities
  6. Contingencies
   7




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DYNAMEX INC.
     7. Income Taxes
   8. Restructuring Accrual
  8




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DYNAMEX INC.
 Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atRestructuring
    
    July 31, 2009
    
    
    Expense
    
    
    Payment
    
    
    Other (1)
    
    
    January 31, 2010Severance and stay bonuses
    
    $
    952
    
    
    $
    38
    
    
    $
    (632
    )
    
    $
    (1
    )
    
    $
    357Benefits and employer taxes
    
    
    98
    
    
    
    
    
    
    
    (98
    )
    
    
    
    
    
    
    Travel and other
    
    
    70
    
    
    
    16
    
    
    
    (70
    )
    
    
    5
    
    
    
    21Terminating a lease
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    15
    
    
    
    243Total restructuring
    
    $
    1,120
    
    
    $
    282
    
    
    $
    (800
    )
    
    $
    19
    
    
    $
    621
 
 (1)
    
    Represents difference in end of period and for the period foreign exchange
rates. 9




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DYNAMEX INC.
 
 Item 2.
 Managements Discussion and Analysis of Financial Condition and Results of Operations
 This discussion contains forward-looking statements, which involve assumptions regarding Company
operations and future prospects. Although the Company believes its expectations are based on
reasonable assumptions, such statements are subject to risk and uncertainty, including, among other
things, competition, foreign exchange, and risks associated with the same-day transportation
industry. These and other risks are mentioned from time to time in the Companys filings with the
Securities and Exchange Commission. Caution should be taken that these factors could cause the
actual results to differ from those stated or implied in this and other Company communications.
 General
       10




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DYNAMEX INC.
 Critical Accounting Policies
  Recent Accounting Pronouncements
 Subsequent Events Subsequent Events
 Results of Operations
  Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Purchased transportation
    
    
    64.3
    %
    
    
    63.1
    %
    
    
    64.1
    %
    
    
    63.6
    %Salaries and employee benefits
    
    
    20.2
    %
    
    
    20.9
    %
    
    
    20.0
    %
    
    
    20.9
    %Facilities and communication
    
    
    5.1
    %
    
    
    5.0
    %
    
    
    4.9
    %
    
    
    4.6
    %Other
    
    
    5.5
    %
    
    
    6.9
    %
    
    
    5.7
    %
    
    
    6.1
    %Depreciation and amortization
    
    
    1.1
    %
    
    
    0.8
    %
    
    
    1.1
    %
    
    
    0.7
    %Restructuring cost
    
    
    0.3
    %
    
    
    0.0
    %
    
    
    0.1
    %
    
    
    0.0
    %Total operating expenses
    
    
    96.5
    %
    
    
    96.7
    %
    
    
    95.9
    %
    
    
    95.9
    %Operating income
    
    
    3.5
    %
    
    
    3.3
    %
    
    
    4.1
    %
    
    
    4.1
    %Interest expense
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Other income, net
    
    
    -0.1
    %
    
    
    -0.3
    %
    
    
    0.0
    %
    
    
    -0.1
    %Income before income taxes
    
    
    3.6
    %
    
    
    3.6
    %
    
    
    4.1
    %
    
    
    4.2
    %Income taxes
    
    
    1.3
    %
    
    
    1.1
    %
    
    
    1.5
    %
    
    
    1.7
    %Net income
    
    
    2.3
    %
    
    
    2.5
    %
    
    
    2.6
    %
    
    
    2.5
    %
 11




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DYNAMEX INC.
  Three months endedJanuary 31,(amounts in thousands)2010
    
    
    2009Sales by service type:On demand
    
    
    30,998
    
    
    
    31.5
    %
    
    
    30,964
    
    
    
    31.7
    %Scheduled/distribution
    
    
    67,438
    
    
    
    68.5
    %
    
    
    66,593
    
    
    
    68.3
    %Total sales
    
    $
    98,436
    
    
    
    100.0
    %
    
    $
    97,557
    
    
    
    100.0
    %Sales by country:United States
    
    $
    60,892
    
    
    
    61.9
    %
    
    $
    62,674
    
    
    
    64.2
    %Canada
    
    
    37,544
    
    
    
    38.1
    %
    
    
    34,883
    
    
    
    35.8
    %Total sales
    
    $
    98,436
    
    
    
    100.0
    %
    
    $
    97,557
    
    
    
    100.0
    %
 Six months endedJanuary 31,(amounts in thousands)2010
    
    
    2009Sales by service type:On demand
    
    
    62,429
    
    
    
    31.5
    %
    
    
    68,667
    
    
    
    32.2
    %Scheduled/distribution
    
    
    135,454
    
    
    
    68.5
    %
    
    
    144,342
    
    
    
    67.8
    %Total sales
    
    $
    197,883
    
    
    
    100.0
    %
    
    $
    213,009
    
    
    
    100.0
    %Sales by country:United States
    
    $
    123,912
    
    
    
    62.6
    %
    
    $
    135,034
    
    
    
    63.4
    %Canada
    
    
    73,971
    
    
    
    37.4
    %
    
    
    77,975
    
    
    
    36.6
    %Total sales
    
    $
    197,883
    
    
    
    100.0
    %
    
    $
    213,009
    
    
    
    100.0
    %
 Three months ended January 31, 2010 compared to three months ended January 31, 2009
     12




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DYNAMEX INC.
         Six months ended January 31, 2010 compared to six months ended January 31, 2009
   13




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DYNAMEX INC.
           14




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DYNAMEX INC.
 Liquidity and Capital Resources
      Compliance Area
    
    Covenant
    
    Level at January 31, 2010Ratio of funded debt to EBITDA
    
    Maximum of 2.00 to 1.00
    
    0.35 to 1.00Total indebtedness
    
    $40 million, including Stand-by
Letters of Credit
    
    $6.1 millionLetters of credit sublimit
    
    $10.0 million
    
    $6.1 millionTreasury stock purchases
during the subject period
    
    Ratio of funded debt to EBITDA
maximum of 1.50 to 1.00; based on
pro forma effect of treasury stock
purchases
    
    0.35 to 1.00Fixed charge coverage ratio
    
    Equal to or greater than 1.50 to 1.00
    
    5.41 to 1.50
  15




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DYNAMEX INC.
 Three months ended
    
    
    Six months endedJanuary 31,
    
    
    January 31,(amounts in thousands)
    
    
    (amounts in thousands)2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    2,215
    
    
    $
    2,304
    
    
    $
    5,241
    
    
    $
    5,348Adjustments:Income tax expense
    
    
    1,334
    
    
    
    1,117
    
    
    
    2,912
    
    
    
    3,599Interest expense
    
    
    44
    
    
    
    43
    
    
    
    92
    
    
    
    81Depreciation and
amortization
    
    
    1,042
    
    
    
    811
    
    
    
    2,104
    
    
    
    1,594EBITDA
    
    
    4,635
    
    
    
    4,275
    
    
    
    10,349
    
    
    
    10,622EBITDA % to Sales
    
    
    4.7
    %
    
    
    4.4
    %
    
    
    5.2
    %
    
    
    5.0
    %
  Inflation
  16




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DYNAMEX INC.
 
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Foreign Exchange Exposure
   Interest Rate Exposure
  17




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DYNAMEX INC.
 
 Item 4.
    
    Controls and Procedures
   18




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DYNAMEX INC.
 
 PART II
OTHER INFORMATION
 
 Item
1. Legal Proceedings
      19




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DYNAMEX INC.
 
 Item 1A.
    
    Risk Factors
 In addition to other information in this report, the following risk factors should be considered
carefully in evaluating the Company and its business. This report contains forward-looking
statements, which involve risks and uncertainties. The Companys actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain
factors, including those set forth in the following risk factors and elsewhere in this report.
 The current global economic crisis could adversely affect the Companys business and financial
results and have a material adverse affect on our liquidity and capital resources
  Changing Fuel Costs May Adversely Affect Our Financial Condition and Results of Operations
  Competition May Adversely Affect Our Results
  An Increase in Claims May Expose Us to Losses
  20




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##### Table of Contents



DYNAMEX INC.
 We Rely on Independent Contractor Owner-Operator Drivers to Make Deliveries for Our Customers
    We May Be Adversely Affected by Local Delivery Industry and General Economic Conditions
  Fluctuations of Foreign Exchange Rates May Adversely Affect Our Results
  Failure to Maintain Permits and Licensing May Adversely Affect Our Ability to Operate
  21




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##### Table of Contents



DYNAMEX INC.
 We Depend Upon Key Personnel for Our Continued Operations
  Technological Advances May Adversely Affect Our Business
  We Are Highly Dependent Upon Our Technology Infrastructure
  We Are Dependent on Availability of Qualified Delivery Personnel
  We May Need Additional Financing to Pursue Our Acquisition Strategy
  Factors Beyond Our Control May Affect the Volatility of Our Stock Price
  22




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##### Table of Contents



DYNAMEX INC.
 
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  Nominee
    
    For
    
    
    WithheldRichard K. McClelland
    
    
    6,287,660
    
    
    
    1,485,780Brian J. Hughes
    
    
    6,104,113
    
    
    
    1,669,327Wayne Kern
    
    
    6,004,586
    
    
    
    1,768,854Bruce E. Ranck
    
    
    6,104,113
    
    
    
    1,669,327Stephen P. Smiley
    
    
    6,104,113
    
    
    
    1,669,327Craig R. Lentzsch
    
    
    6,027,917
    
    
    
    1,745,523James L. Welch
    
    
    6,190,091
    
    
    
    1,583,349
 23




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##### Table of Contents



DYNAMEX INC.
 
 Item 6.
    
    Exhibits
  31.1
    
    Certification of Chief Executive Officer of the Registrant,
pursuant to 17 CFR 240. 13a  15(e) or 17 CFR 240. 15d  15(e)31.2
    
    Certification of Chief Financial Officer of the Registrant,
pursuant to 17 CFR 240. 13a  15(e) or 17 CFR 240. 15d  15(e)32.1
    
    Certification of Chief Executive Officer of the Registrant,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer of the Registrant,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 24




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##### Table of Contents



DYNAMEX INC.
 
 SIGNATURES
  DYNAMEX INC.Dated:      March 5, 2010
by   /s/ James L. WelchJames L. WelchPresident and Chief Executive Officer
(Principal Executive Officer)Dated:      March 5, 2010
by   /s/ Ray E. SchmitzRay E. SchmitzExecutive Vice President  Chief Financial Officer
(Principal Financial Officer)Dated:      March 5, 2010
by   /s/ Gilbert JonesGilbert JonesVice President  Corporate Controller
(Principal Accounting Officer) 25




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##### Table of Contents



EXHIBIT INDEX
 Exhibits
 31.1
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 17 CFR 240. 13a -
15(e) or 17 CFR 240. 15d  15(e)
 31.2
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 17 CFR 240. 13a -
15(e) or 17 CFR 240. 15d  15(e)
 32.1
    
    Certification of Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2
    
    Certification of Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 E - 1