-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HmFlbfkvUAh4sgKVy8CoNd/z9hwA85Fk9sm4Wit0AQ0YPkwtdk32Ob+bdXld1aLM +TIxdaeXqj6h5ID5W5iEYA== 0001275287-06-003996.txt : 20060801 0001275287-06-003996.hdr.sgml : 20060801 20060801084357 ACCESSION NUMBER: 0001275287-06-003996 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060801 DATE AS OF CHANGE: 20060801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISHAY INTERTECHNOLOGY INC CENTRAL INDEX KEY: 0000103730 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 381686453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07416 FILM NUMBER: 06992654 BUSINESS ADDRESS: STREET 1: 63 LINCOLN HWY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106441300 MAIL ADDRESS: STREET 1: 63 LINCOLN HIGHWAY CITY: MALVERN STATE: PA ZIP: 19355 8-K 1 vi6607.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 1, 2006 VISHAY INTERTECHNOLOGY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-7416 38-1686453 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 63 Lincoln Highway Malvern, PA 19355 19355-2143 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 610-644-1300 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION On August 1, 2006, Vishay Intertechnology, Inc. issued a press release announcing its financial results for the fiscal quarter and six fiscal months ended July 1, 2006. A copy of the press release is furnished as Exhibit 99 to this report. ITEM 7.01 - REGULATION FD DISCLOSURE Computational Guidance on Earnings Per Share Estimates The Company frequently receives questions from analysts and shareholders regarding its diluted earnings per share ("EPS") computation. The information furnished in this Form 8-K provides additional information on the impact of key variables on the EPS computation, particularly as they relate to the third quarter of 2006. Accounting principles require that EPS be computed based on the weighted average shares outstanding ("basic"), and also assuming the issuance of potentially issuable shares (such as those subject to stock options, warrants, convertible notes, etc.) if those potentially issuable shares would reduce EPS ("diluted"). The number of shares related to options, warrants, and similar instruments included in diluted EPS is based on the "Treasury Stock Method" prescribed in Statement of Financial Accounting Standards ("SFAS") No. 128. This method assumes a theoretical repurchase of shares using the proceeds of the respective stock option or warrant exercise at a price equal to the issuer's average stock price during the related earnings period. Accordingly, the number of shares includable in the calculation of diluted EPS in respect of stock options, warrants and similar instruments is dependent on this average stock price and will increase as the average stock price increases. The number of shares includable in the calculation of diluted EPS in respect of convertible or exchangeable securities is based on the "If Converted" method prescribed in SFAS No. 128. This method assumes the conversion or exchange of these securities for shares of common stock. In determining if convertible or exchangeable securities are dilutive, the interest savings (net of tax) subsequent to an assumed conversion are added back to net earnings. The shares related to a convertible or exchangeable security are included in diluted EPS only if EPS as otherwise calculated is greater than the interest savings, net of tax, divided by the shares issuable upon exercise or conversion of the instrument ("incremental earnings per share"). Accordingly, the calculation of diluted EPS for these instruments is dependent on the level of net earnings. Each series of convertible or exchangeable securities is considered individually and in sequence, starting with the series having the lowest incremental earnings per share, to determine if its effect is dilutive or anti-dilutive. Changes in the variable interest rate on the Company's Exchangeable Notes due 2102 could change the order in which the convertible or exchangeable securities are evaluated for dilution. The following estimates of shares consider the number of the Company's shares currently outstanding and the Company's stock options, warrants and convertible or exchangeable securities currently outstanding and their exercise and conversion features currently in effect. Changes in these parameters could have a material impact on the calculation of diluted EPS. The following estimates of shares should be read in conjunction with the information on earnings per share in the Company's filings on Form 10-Q and Form 10-K. These estimates are unaudited and are not indicative of the shares used in the diluted EPS computation for any prior period. The estimates below are not necessarily indicative of the shares to be used in the quarterly diluted EPS computation for any period subsequent to the third quarter of 2006. The Company assumes no duty to revise these estimates as a result of changes in the parameters on which they are based or any changes in accounting principles. Also, the presentation is not intended as a forecast of EPS values or share prices of the Company's common stock for any period. For the third quarter of 2006: o The Company has approximately 185 million shares issued and outstanding, including shares of common stock and class B common stock. o The number of shares included in diluted EPS related to options, warrants, and similar instruments does not vary significantly and is generally less than 2 million incremental shares. o The Company's Convertible Subordinated Notes due 2023 are dilutive at quarterly earnings levels in excess of approximately $20 million. The Convertible Subordinated Notes are convertible into approximately 23 million shares. Quarterly interest, net of tax, is approximately $3.1 million. Accordingly, the weighted average shares used for earnings per share computations at quarterly earnings levels greater than approximately $20 million and less than approximately $35 million (see below) is approximately 210 million shares, with an "if converted" net interest savings of approximately $3.1 million. o The Company's Exchangeable unsecured notes due 2102 are dilutive at quarterly earnings levels in excess of approximately $35 million. The Exchangeable unsecured notes are exchangeable for approximately 6 million shares. Quarterly interest, net of tax, is approximately $1.1 million. Accordingly, the weighted average shares used for the earnings per share computation for the third quarter of 2006, at quarterly earnings levels greater than approximately $35 million, is approximately 216 million shares, with an aggregate "if converted" net interest savings of approximately $4.2 million. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit No. Description - ----------- ---------------------------------- 99 Press release dated August 1, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 1, 2006 VISHAY INTERTECHNOLOGY, INC. By: /s/ Richard N. Grubb ---------------------------- Name: Richard N. Grubb Title: Executive Vice President and Chief Financial Officer EX-99 2 vi6607ex99.txt EXHIBIT 99 Exhibit 99 VISHAY REPORTS RESULTS FOR SECOND QUARTER 2006 - Sales for second quarter 2006 increased by $78.1 million or 13.4% compared to second quarter 2005 and by $29.4 million or 4.7% compared to first quarter 2006 - Net earnings of $0.22 per diluted share for the second quarter 2006 have been negatively affected by the after tax impact of certain items (enumerated below) of $0.06 per share for adjusted earnings per share of $0.28, as compared to second quarter 2005 net earnings of $0.05 per diluted share, which were negatively affected by the after tax impact of certain items of $0.07 per share for adjusted earnings per share of $0.12 - Positive cash generated from operations was $77 million for second quarter 2006 - Expect full year 2006 revenues and earnings to be best year since 2000 MALVERN, Pa., Aug. 1 /PRNewswire-FirstCall/ -- Dr. Felix Zandman, Chairman of the Board, and Dr. Gerald Paul, President and Chief Executive Officer of Vishay Intertechnology, Inc. (NYSE: VSH), announced today that net revenues for the fiscal quarter ended July 1, 2006 were $660,523,000, compared to $582,388,000 for the fiscal quarter ended July 2, 2005, an increase of $78.1 million or 13.4%. Net earnings for the fiscal quarter ended July 1, 2006 were $42,842,000, or $0.22 per diluted share, compared with net earnings for the fiscal quarter ended July 2, 2005 of $9,716,000, or $0.05 per diluted share. Net earnings of $42,842,000, or $0.22, per diluted share, for the second quarter of 2006 were impacted by pre-tax charges for restructuring and severance costs of $8,227,000, related asset write-downs of $3,794,000, losses resulting from adjustments to previously existing purchase commitments of $794,000 for tantalum powder and wire, a loss on early extinguishment of debt of $2,854,000 associated with the repurchase of the Company's Liquid Yield Option Notes, and an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3,600,000. These items and their tax-related consequences had a negative $0.06 effect on earnings per share. Net earnings of $9,716,000, or $0.05 per diluted share, for the second quarter of 2005 were impacted by pre-tax charges for restructuring and severance costs and related asset write-downs of $9,358,000, purchased in-process research and development of $9,201,000, Siliconix transaction-related expenses of $3,751,000, and losses resulting from adjustments to previously existing purchase commitments of $1,323,000 for tantalum powder and wire, partially offset by a gain on sale of land of $2,120,000. In addition, tax expense included a $3,698,000 favorable benefit, primarily due to a foreign tax ruling. These items and their tax related consequences had a negative $0.07 effect on earnings per share. Net revenues for the six fiscal months ended July 1, 2006 were $1,291,609,000, compared to $1,136,754,000 for the six fiscal months ended July 2, 2005, an increase of $154.9 million or 14%. Net earnings for the six fiscal months ended July 1, 2006 were $81,002,000, or $0.41 per diluted share, compared with net earnings for the six fiscal months ended July 2, 2005 of $15,428,000, or $0.09 per diluted share. Net earnings of $81,002,000, or $0.41 per diluted share, for the six fiscal months ended July 1, 2006 were impacted by pre-tax charges for restructuring and severance costs of $8,925,000, related asset write-downs of $3,874,000, write-downs of tantalum inventories to current market value of $8,228,000, losses resulting from adjustments to previously existing purchase commitments of $4,097,000, a loss on early extinguishment of debt of $2,854,000, and an adjustment to increase the estimated cost of environmental remediation obligations associated with the 2001 General Semiconductor acquisition of $3,600,000. These items and their tax-related consequences had a negative $0.12 effect on earnings per share. Net earnings for the six fiscal months ended July 2, 2005 were impacted by pretax charges for restructuring and severance costs and related asset write- downs of $14,385,000, purchased in-process research and development of $9,201,000, Siliconix transaction-related expenses of $3,751,000, and losses resulting from adjustments to previously existing purchase commitments of $3,600,000, partially offset by a gain on sale of land of $2,120,000. In addition, tax expense is net of a $3,698,000 benefit, primarily due to a foreign tax ruling. These items and their tax related consequences had a negative $0.10 effect on earnings per share. Commenting on the results for the second quarter of 2006, Dr. Paul stated, "After a very good first quarter, Vishay was able to improve its results further. Due to continued high end demand and our efforts to expand critical capacities, we increased sales in the second quarter 2006 sequentially by 4.7%, resulting in a significant improvement in our adjusted operating income. We achieved an adjusted operating margin in line with our business model at the current revenue level. We continued to generate free cash-cash flows from operations for the quarter were $77 million and capital expenditures were $34 million." Commenting on the outlook for the third quarter 2006, Dr. Paul continued, "Strong orders from OEMs and EMS support our current business. Inventories in the supply chain are at a reasonable level to sustain the overall business activity. Customers remain optimistic for the second half of this year. We expect a continued friendly business environment, which will lead us to our best year since 2000. For the third quarter we expect sales in the range of $650 million to $670 million and are confident to maintain our good performance." Commenting on the Company's performance, Dr. Felix Zandman, Chairman of the Board and Chief Technical and Business Development Officer, stated, "Sales and adjusted operating results for Vishay have reached a level we have not attained since 2000/2001. Our strategy of focus on cost reduction, R&D, and acquisitions is on target." A conference call to discuss second quarter financial results is scheduled for Tuesday, August 1, 2006 at 11:00 AM (EDT). The dial-in number for the conference call is 877-589-6174 (+1 706-643-1406 if calling from outside the United States or Canada) and the conference ID is #2585530. There will be a replay of the conference call from 12:30 PM (EDT) on Tuesday, August 1, 2006 through 11:59 PM (EDT) on Sunday, August 6, 2006. The telephone number for the replay is 800-642-1687 (+1 706-645-9291 if calling from outside the United States or Canada) and the access code is #2585530. There will also be a live audio webcast of the conference call. This can be accessed directly from the Investor Relations section of the Vishay website at http://ir.vishay.com. Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE (VSH), is one of the world's largest manufacturers of discrete semiconductors (diodes, rectifiers, transistors, and optoelectronics and selected ICs) and passive electronic components (resistors, capacitors, inductors, sensors, and transducers). Vishay's components can be found in products manufactured in a very broad range of industries worldwide. Vishay is headquartered in Malvern, Pennsylvania, and has operations in 17 countries employing over 27,000 people. Vishay can be found on the Internet at http://www.vishay.com. Statements contained herein that relate to the Company's future performance, including statements with respect to trends in revenues, bookings, and margins and the anticipated future benefits of the Company's product, acquisition, research and development and cost reduction strategies are forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Among the factors that could cause actual results to materially differ include: general business and economic conditions, particularly in the markets that we serve, the availability of appropriate acquisition opportunities on terms that the Company considers attractive, difficulties in integrating acquired companies, difficulties in implementing our cost reduction strategies such as labor unrest or legal challenges to our lay-off or termination plans, under- utilization of production facilities in lower-labor-cost countries, operation of redundant facilities due to difficulties in transferring production to lower-labor-cost countries, difficulties in new product development, an inability to attract and retain highly qualified personnel, the current hostilities in Israel where the Company conducts certain of its businesses, and other factors affecting the Company's operations, markets, products, services, and prices that are set forth in its Annual Report on Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission. You are urged to refer to the Company's Form 10-K for a detailed discussion of these factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Management believes that stating the impact on net earnings of items such as restructuring and severance, asset write-downs, charges for in-process research and development, gains or losses on purchase commitments, losses on early extinguishment of debt, special tax items and other items not reflecting on-going operating activities is meaningful to investors because it provides insight with respect to intrinsic operating results of the Company and, management believes, is a common measure of performance in the industries in which the Company competes. Investors should be aware, however, that this is a non-GAAP measure of performance and should not be considered as a substitute for the comparable GAAP measure. VISHAY INTERTECHNOLOGY, INC. Summary of Operations (Unaudited - In thousands except earnings per share) Fiscal quarter ended --------------------------- July 1, July 2, 2006 2005 ------------ ------------ Net revenues $ 660,523 $ 582,388 Cost of products sold 479,808 449,018 Loss on purchase commitments 794 1,323 Gross profit 179,921 132,047 Gross margin 27.2% 22.7% Selling, general and administrative expenses* 104,317 95,838 Purchased in-process research and development - 9,201 Siliconix transaction-related expenses - 3,751 Restructuring and severance costs 8,227 9,227 Asset write-offs 3,794 131 Operating income 63,583 13,899 9.6% 2.4% Other income (expense): Interest expense (8,407) (8,462) Loss on early extinguishment of debt (2,854) - Minority interest (381) (1,112) Other 3,723 6,593 Total other income (expense) - net (7,919) (2,981) Earnings before taxes 55,664 10,918 Income taxes 12,822 1,202 Net earnings $ 42,842 $ 9,716 Basic earnings per share $ 0.23 $ 0.06 Diluted earnings per share $ 0.22 $ 0.05 Weighted average shares outstanding - basic 184,419 176,198 Weighted average shares outstanding - diluted 217,803 177,133 * The fiscal quarter ended July 1, 2006 includes $3,600 of expenses within selling, general and administrative expenses to increase the estimated cost of environmental obligations associated with the 2001 General Semiconductor acquisition. VISHAY INTERTECHNOLOGY, INC. Summary of Operations (Unaudited - In thousands except earnings per share) Six fiscal months ended --------------------------- July 1, July 2, 2006 2005 ------------ ------------ Net revenues $ 1,291,609 $ 1,136,754 Cost of products sold* 951,094 884,288 Loss on purchase commitments 4,097 3,600 Gross profit 336,418 248,866 Gross margin 26.0% 21.9% Selling, general and administrative expenses** 200,169 192,178 Purchased in-process research and development - 9,201 Siliconix transaction-related expenses - 3,751 Restructuring and severance costs 8,925 14,254 Asset write-offs 3,874 131 Operating income 123,450 29,351 9.6% 2.6% Other income (expense): Interest expense (17,064) (16,515) Loss on early extinguishment of debt (2,854) - Minority interest (567) (3,764) Other 8,004 10,246 Total other income (expense) - net (12,481) (10,033) Earnings before taxes 110,969 19,318 Income taxes 29,967 3,890 Net earnings $ 81,002 $ 15,428 Basic earnings per share $ 0.44 $ 0.09 Diluted earnings per share $ 0.41 $ 0.09 Weighted average shares outstanding - basic 184,345 171,125 Weighted average shares outstanding - diluted 218,204 172,115 * The six fiscal months ended July 1, 2006 includes write-downs of tantalum inventories of $8,228 within costs of products sold. ** The six fiscal months ended July 1, 2006 includes $3,600 of expenses within selling, general and administrative expenses to increase the estimated cost of environmental obligations associated with the 2001 General Semiconductor acquisition. VISHAY INTERTECHNOLOGY, INC. Consolidated Condensed Balance Sheets (In thousands) July 1, December 31, 2006 2005 ------------ ------------ Assets (Unaudited) Current assets: Cash and cash equivalents $ 575,047 $ 622,577 Short-term investments - 9,925 Accounts receivable - net 390,124 350,850 Inventories: Finished goods 155,713 149,709 Work in process 195,087 181,125 Raw materials 176,343 157,036 Deferred income taxes 41,229 39,115 Prepaid expenses and other current assets 91,616 96,295 Total current assets 1,625,159 1,606,632 Property and equipment, at cost: Land 93,825 92,650 Buildings and improvements 418,918 406,798 Machinery and equipment 1,748,537 1,684,736 Construction in progress 64,305 67,229 Allowance for depreciation (1,240,118) (1,160,821) Total property and equipment, net 1,085,467 1,090,592 Goodwill 1,443,239 1,434,901 Other intangible assets, net 169,548 174,220 Other assets 204,732 221,246 Total assets $ 4,528,145 $ 4,527,591 Liabilities and stockholders' equity Current liabilities: Notes payable to banks $ 6,626 $ 3,473 Trade accounts payable 132,472 142,709 Payroll and related expenses 121,542 118,814 Other accrued expenses 165,210 173,982 Income taxes 29,550 29,655 Current portion of long-term debt 1,794 1,533 Total current liabilities 457,194 470,166 Long-term debt less current portion 613,438 751,553 Deferred income taxes 27,607 27,091 Deferred grant income 8,967 11,896 Other liabilities 160,153 149,938 Accrued pension and other postretirement costs 272,686 256,986 Minority interest 4,376 4,109 Stockholders' equity: Common stock 17,007 16,946 Class B common stock 1,438 1,468 Capital in excess of par value 2,229,262 2,225,966 Retained earnings 738,168 657,166 Unearned compensation - (95) Accumulated other comprehensive income (2,151) (45,599) Total stockholders' equity 2,983,724 2,855,852 Total liabilities and stockholders' equity $ 4,528,145 $ 4,527,591 VISHAY INTERTECHNOLOGY, INC. Reconciliation of Earnings Per Share (Unaudited - In thousands except earnings per share)
Fiscal quarter Six fiscal months ended ended ----------------------- ----------------------- July 1, July 2, July 1, July 2, 2006 2005 2006 2005 ---------- ---------- ---------- ---------- Numerator: Numerator for basic earnings per share - net earnings $ 42,842 $ 9,716 $ 81,002 $ 15,428 Interest savings assuming conversion of dilutive convertible and exchangeable notes, net of tax 4,678 - 9,476 - Numerator for diluted earnings per share - adjusted net earnings $ 47,520 $ 9,716 $ 90,478 $ 15,428 Denominator: Denominator for basic earnings per share - weighted average shares 184,419 176,198 184,345 171,125 Effect of dilutive securities Convertible and exchangeable notes** 32,351 - 32,916 - Employee stock options 947 859 858 914 Other 86 76 85 76 Dilutive potential common shares 33,384 935 33,859 990 Denominator for diluted earnings per share - adjusted weighted average shares 217,803 177,133 218,204 172,115 Basic earnings per share $ 0.23 $ 0.06 $ 0.44 $ 0.09 Diluted earnings per share $ 0.22 $ 0.05 $ 0.41 $ 0.09
Diluted earnings per share for the periods presented do not reflect the following weighted-average potential common shares, as the effect would be antidilutive:
Fiscal quarter Six fiscal months ended ended ----------------------- ----------------------- July 1, July 2, July 1, July 2, 2006 2005 2006 2005 ---------- ---------- ---------- ---------- Convertible and exchangeable notes: Convertible Subordinated Notes, due 2023 - 23,496 - 23,496 LYONs, due 2021** - 11,137 - 10,697 Exchangeable Unsecured Notes, due 2102 - 6,176 - 6,176 Weighted average employee stock options 4,112 6,614 4,697 6,339 Weighted average warrants 8,824 8,824 8,824 8,824
** The Company made a cash repurchase of all outstanding LYONs pursuant to the option of the holders to require the Company to repurchase the LYONs on June 4, 2006. In 2005, based on its action to settle the holders' purchase option on the June 4, 2004 purchase date in common stock, the Company assumed for purposes of the earnings per share computation that all future purchase options for the LYONs would be settled in stock based on the settlement formula set forth in the indenture governing the LYONs. Due to the decision to utilize cash to repurchase the notes on the June 4, 2006, purchase date, the earnings per share computation for the 2006 periods are based on the 3,809 shares that would have been issued in a normal conversion, weighted for the period they were outstanding. Contact: Richard N. Grubb, Executive Vice President and Chief Financial Officer or Peter G. Henrici, Senior Vice President Corporate Communications 610-644-1300 SOURCE Vishay Intertechnology, Inc. -0- 08/01/2006 /CONTACT: Richard N. Grubb, Executive Vice President and Chief Financial Officer, or Peter G. Henrici, Senior Vice President Corporate Communications, both of Vishay Intertechnology, Inc., +1-610-644-1300/ /Web site: http://www.vishay.com / -----END PRIVACY-ENHANCED MESSAGE-----