-----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, JZRw0fE7HYCiTx/7xcBl+UdfBiYiMV8jFPmFBW/xdtkjmVINpR52DFaB1Ojp6mlL ltAFUYlOqx1lDQ+az7bMeg== 0000760461-97-000008.txt : 19970514 0000760461-97-000008.hdr.sgml : 19970514 ACCESSION NUMBER: 0000760461-97-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTECH INTERNATIONAL INC CENTRAL INDEX KEY: 0000760461 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 232259391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15374 FILM NUMBER: 97601413 BUSINESS ADDRESS: STREET 1: 195 CARTER DRIVE CITY: EDISON STATE: NJ ZIP: 08817 BUSINESS PHONE: 9082876640 MAIL ADDRESS: STREET 2: 195 CARTER DR CITY: EDISON STATE: NJ ZIP: 08817 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 0-15374 PENTECH INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 23-2259391 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 195 Carter Drive, Edison, New Jersey 08817 (Address of principal executive offices) (Zip Code) (908) 287-6640 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 1997; 12,496,758 shares of common stock, par value $.01 per share. Page 1 of 18 There is no Exhibit Index. INDEX Part I. Financial Information: Item 1. Financial Statements Page Condensed Consolidated Balance Sheets as of March 31, 1997 and September 30, 1996 3-4 Condensed Consolidated Statements of Operations for the three and six months ended March 31, 1997 and 1996 5 Condensed Consolidated Statements of Cash Flows for the three and six months ended March 31, 1997 and 1996 6-7 Notes to Condensed Consolidated Financial Statements 8-13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14-16 Part II. Other Information: Item 2. Changes in Securities 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 6. Exhibits and Reports on Form 8-K 17 Signatures 18 PART I. FINANCIAL INFORMATION
PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS (000's omitted) (Substantially all pledged or assigned) March 31, 1997 September 30, 1996 (unaudited) Current Assets: Cash $ - $ 7,064 Accounts receivable, net of allowances for doubtful accounts of $15 at March 31, 1997 and $403 at September 30, 1996 10,743 14,538 Inventories (Note 1) 18,256 18,728 Income taxes receivable 1,390 1,146 Prepaid expenses and other 1,535 1,042 Deferred tax asset 173 619 Total current assets 32,097 43,137 Furniture and equipment (Note 1) 8,335 8,030 Less accumulated depreciation 4,429 3,662 3,906 4,368 Other assets: Deferred tax assets, long-term - 306 Trademarks, net of amortization (Note 1) 276 268 Due from officer 142 110 418 684 $36,421 $48,189 See notes to condensed consolidated financial statements. PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Cont.) LIABILITIES AND SHAREHOLDERS' EQUITY (000's omitted) March 31, 1997 September 30, 1996 (unaudited) Current liabilities: Notes payable, banks (Note 2) $ 13,405 $ 21,352 Bankers' acceptances payable (Note 2) - 1,489 Accounts payable 1,616 1,593 Accrued expenses 1,871 3,827 Settlement payable - 500 Settlement note payable 300 700 Total current liabilities 17,192 29,461 Other liabilities: Deferred tax liability, long term 145 - Royalty payable, long-term 400 400 Settlement note payable, long-term 2,300 2,300 2,845 2,700 Commitments and contingencies (Notes 4 and 5) Shareholders' equity (Note 3): Preferred stock, par value $.10 per share; authorized 500,000 shares; issued and outstanding none Common stock, par value $.01 per share; authorized 20,000,000 shares; 12,496,758 shares issued and outstanding at March 31, 1997 and 10,496,758 shares issued and outstanding at September 30, 1996 125 105 Capital in excess of par 6,789 5,846 Retained earnings 9,470 10,077 16,384 16,028 $36,421 $48,189 See notes to condensed consolidated financial statements. PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (000's omitted except for per share amounts) Three Months Ended Six Months Ended March 31, March 31, 1997 1996 1997 1996 Net sales $10,852 $10,410 $23,392 $22,302 Cost of sales 7,118 6,952 15,165 14,608 Gross profit 3,734 3,458 8,227 7,694 Selling, general and administrative expenses 3,809 4,292 7,853 8,005 Loss from Cosmetics operation (Note 5) 687 - 687 - Interest expense 340 312 707 636 Interest (income) (1) (12) (9) (23) 4,835 4,592 9,238 8,618 (Loss) before taxes (1,101) (1,134) (1,011) (924) Income tax (benefit) (440) (431) (404) (351) Net (loss) $ (661) (703) $ (607) $ (573) Net (loss) per share $ (.05) $ (.07) $ (.05) $ (.05) primary and fully diluted See notes to condensed consolidated financial statements. PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (000's omitted) Six Months Ended March 31, 1997 1996 Cash flows from operating activities: Net (loss) $ (607) $ (573) Adjustments to reconcile net income to net cash provided for (used in) operating activities: Depreciation and amortization 767 513 (Increase) decrease in: Accounts receivable 3,795 4,090 Inventories 472 (3,100) Prepaid expenses and other (493) (41) Income taxes receivable/payable (244) 725 Due from officer (32) - Deferred tax asset 752 143 Increase (decrease) in: Bankers' acceptances payable (1,489) 295 Accounts payable 23 (555) Accrued expenses (1,956) (1,807) Deferred income taxes payable 145 34 Settlement payables (900) - Total adjustments 840 297 Net cash provided by (used in) operating activities 233 (276) Cash flows (used in) investing activities: (Purchase) of furniture/equipment (305) (284) (Increase) in trademarks (8) (19) Net cash (used in) investing activities (313) (303) See notes to condensed consolidated financial statements. PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (000's omitted) Six Months Ended March 31, 1997 1996 Cash flows from financing activities: Net (decrease) increase in notes payable $(7,947) $ 1,701 Issuance of Common Stock 20 - Increase in additional paid in capital 943 - Net cash (used in) provided by financing activities (6,984) 1,701 Net (decrease) increase in cash and cash equivalents (7,064) 1,122 Cash and cash equivalents, beginning of period 7,064 - Cash and cash equivalents, end of period $ - $ 1,122 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 834 $ 574 Income taxes $ - $ 140 See notes to condensed consolidated financial statements.
PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (The information for the three and six months ended March 31, 1997 and 1996 is unaudited.) 1. Summary of significant accounting policies: Organization: Pentech International, Inc. (the "Company") was formed in April 1984. A wholly-owned subsidiary, Sawdust Pencil Co. ("Sawdust") was formed in November 1989 and commenced operations in January 1991. The Company and its subsidiary are engaged in the production, design and marketing of writing and drawing instruments. In October 1993, the Company formed a wholly-owned subsidiary, Pentech Cosmetics, Inc. ("Cosmetics"), to manufacture and distribute cosmetic pencils. The Company primarily operates in one business segment: the manufacture and marketing of pens, markers, pencils and other writing instruments and related products to major mass market retailers located in the United States, under the "Pentech" name or licensed trademark brand. The Company's fiscal year ends September 30. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated. Cash Equivalents: The Company considers all time deposits with a maturity of three months or less to be cash equivalents. Unaudited financial statements: All unaudited financial information includes all adjustments (consisting of normal recurring adjustments) which the Company considers necessary for a fair presentation of financial position at March 31, 1997, the results of operations for the three and six month periods ended March 31, 1997 and 1996 and cash flows for the six month periods ended March 31, 1997 and 1996. Inventory and Cost of Sales: Inventory is stated at the lower cost or market (first-in, first-out). Interim inventories are based on an estimated gross profit percentage by product, calculated monthly. Cost of Sales for imported products includes the invoice cost, duty, freight in, display and packaging costs. Cost of domestically manufactured products includes raw materials, labor, overhead and packaging costs. PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Cont.) Equipment and depreciation: Equipment is stated at cost. Depreciation is provided by the straight-line method over the estimated useful lives of the assets, which range from five to ten years. Major improvements to existing equipment are capitalized. Expenditures for maintenance and repairs which do not extend the life of the assets are charged to expense as incurred. Trademarks: The costs thereof are being amortized over a five-year period on a straight-line basis. 2. Notes payable, bank: Rate March 31, 1997 Rate September 30, 1996 Notes payable(a)8.0% $10,000,000 8.25% $11,725,000 8.75% $ 3,405,512 $ 9,627,498 Total $13,405,512 $21,352,498 Bankers' acceptances payable(a) $ - None $ 1,488,757 (a) Notes and bankers' acceptances payable as of September 30, 1996 were initially advanced under a $34,000,000 line of credit which was available at the banks' discretion and subject to limitations based upon eligible inventory and accounts receivable as defined by that agreement. As a result of the events leading to the Paradise Settlement (defined below), the Company's original line of credit was restructured by the banks for a period ending January 31, 1997. In January, 1997, the Company entered into a new three year $30,000,000 Revolving Credit Agreement with BankAmerica Business Credit, Inc. (the "New Credit Agreement"). Borrowings under the New Credit Agreement are subject to limitations based upon eligible inventory and accounts receivable as defined in the New Credit Agreement. The Credit Agreement is collateralized by a security interest in substantially all of the assets of the Company. In connection with the Credit Agreement, the Company has agreed, among other things, to the maintenance of certain minimum amounts of tangible net worth and interest coverage ratios. PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (cont.) 3. Contingency: At March 31, 1997 the Company was contingently liable for outstanding letters of credit of $800,004. 4. Income taxes: Three Months Ended Six Months Ended March 31, 1997 March 31, 1997 Federal: Current $ (106,000) $ (97,000) Deferred (235,000) (216,000) State: Current (33,000) (30,000) Deferred (66,000) (61,000) $ (440,000) $ (404,000) Income tax at Federal statutory rate applied to income before taxes $ (374,000) $ (344,000) Add: state income taxes (99,000) (91,000) Less: effect of deduction of state income taxes for Federal purposes 33,000 31,000 Income tax (benefit) $ (440,000) $ (404,000) PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (cont.) Significant components of the Company's deferred tax liability as of March 31, 1997 and September 30, 1996 are as follows: March 31, September 30, 1997 1996 Current deferred tax liability: State taxes on deferred federal items $ (224,935) $ (224,935) ------- ------- Current deferred tax assets: Bad debts 49,817 231,392 Inventory reserve 375,820 595,980 Reserve for returns and allowances 453,644 369,017 Unicap 33,110 33,110 Reserve for restructuring - 129,000 --------- -------- Total current deferred tax assets 912,391 1,358,499 Valuation allowance on current deferred tax assets (514,635) (514,635) --------- --------- 397,756 843,864 --------- --------- Net current deferred tax assets 172,821 618,929 ========= ========= Long-term deferred tax liability: Depreciation (909,950) (888,450) --------- --------- Long-term deferred tax assets: Reserve for litigation 1,290,000 1,720,000 State net operating loss carryforwards 203,191 203,191 --------- --------- Total long-term deferred tax assets 1,493,191 1,923,191 Valuation allowance on long-term deferred tax assets (728,556) (728,556) --------- --------- 764,635 1,194,635 --------- --------- Net long-term deferred tax (liability) assets $ (145,315) $ 306,185 ========= ========= PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (cont.) 5. Loss from Cosmetics operation: During the second quarter of 1997, the Board of Directors determined to discontinue its Cosmetics subsidiary and focus its efforts primarily on its writing instruments business. The Company is still considering several options on how to dispose of the operations. The loss from Cosmetics operation included in the accompanying financial statements reflects the write down of certain assets of the operation to their estimated net realizable value. 6. New authoritative accounting pronouncements: The Financial Accounting Standards Board has issued Financial Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("FAS 123"). FAS 123 will take effect for transactions entered into during the fiscal year beginning October 1, 1996; with respect to disclosures required for entities that elect to continue to measure compensation cost using a prior permitted accounting method, such disclosures must include the effects of all awards granted in the fiscal year beginning October 1, 1995. The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings Per Share, which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating primary earnings per share, the dilutive effect of stock options will be excluded. There is no impact on primary earnings per share for the second quarter ended March 31, 1997 and March 31, 1996, respectively. The impact of Statement 128 on the calculation of fully diluted earnings per share for these quarters is not expected to be material. 7. Paradise Settlement: In October 1987, the Company commenced an action against Leon Hayduchok, All-Mark Corporation and Paradise Creations, Inc., (collectively, "Paradise") in the United States District Court for the Southern District of New York which resulted in an adverse multi-million dollar judgment against Pentech. In December 1996, the parties to such litigation entered into a settlement agreement providing, among other things, for Pentech to pay $500,000, deliver PENTECH INTERNATIONAL, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (con't.) a $3,000,000 promissory note plus interest at the rate of 7% per annum and enter into a five year non-exclusive license to sell such products for a 10% royalty, with a minimum royalty of $500,000 (the "Paradise Settlement"). The Company paid Paradise $400,000 in February 1997, $500,000 in January 1997, and $100,000 of the minimum royalty in December 1996. 8. Private Placement: In January 1997, the Company completed a private offering of 20 Units, each Unit consisting of 100,000 shares of Common Stock of the Company for $50,000 per Unit (the "Private Offering"). The Company received net proceeds of $963,000 from the Private Offering. Officers and directors of the Company acquired 52.5% of the Units sold in the Private Offering and participated on the same terms as the other investors in the Private Offering. The terms of the Private Offering were established by a Special Committee of the Board of Directors who did not participate in the Private Offering. The Company was required by its banks (at that time) to raise funds in the Private Offering in order to fund the $500,000 payment referred to in Note 6 and to enable the Company to fund its requirements for capital expenditures. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This report on Form 10-Q may contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements are subject to the business and economic risks faced by the Company and 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 this "Management's Discussion and Analysis of Financial Condition and Results of Operations" below. (1) Material Changes in Results of Operations Net sales increased in the three and six months ended March 31, 1997 4% and 5% respectively as compared to the same periods a year ago. The three month and six month increases were primarily due to the success of the Company's licensed products and holiday programs. Gross profit as a percentage of net sales increased in the three months ended March 31, 1997 to 34.4% from 33.2% in the same 1996 period, and to 35.2% in the six months ended March 31, 1997 from 34.5% in the same 1996 period, primarily due to better product mix. Selling, general and administrative (SG&A) expenses as a percentage of net sales decreased during the three months ended March 31, 1997 to 35.1% from 41.2% in the prior year. This decrease was primarily related to the legal fees incurred in the prior year associated with the Paradise litigation as well as an increase in the reserve for the loss associated with this matter. SGA expenses decreased for the six months ended March 31, 1997 to 33.6% from 35.9% of sales compared to the same prior period. This decrease was primarily related to the costs incurred in the second quarter ended March 31, 1996 discussed above as well as the cost associated with the Company moving and establishing a new distribution center in the first quarter ended December 31, 1995. There was an increase in interest expense for the three and six months ended March 31, 1997 due to interest payments made regarding the Paradise settlement as compared to the year ago periods. (2) Material Changes in Financial Condition During Fiscal 1996, the Company maintained a line of credit with European American Bank ("EAB") and Chase Manhattan Bank (collectively referred to as "the Banks"), which permitted maximum availability of $34,000,000 subject to the Banks' discretion. As a result of the events leading up to the Paradise Settlement, this line of credit was restructured by the Banks to provide a maximum amount of $22,000,000 for the period ending January 31, 1997. In January 1997, the Company entered into a three year $30,000,000 revolving credit facility with BankAmerica Business Credit Inc. (the "New Credit Agreement"). The amount of drawings under the facility is subject to limitations based upon eligible inventory and accounts receivable as described in the New Credit Agreement. The New Credit Agreement is collateralized by a security interest in substantially all of the assets of the Company. In addition, in accordance with the New Credit Agreement, the Company has agreed, among other things, to the maintenance of certain minimum amounts of tangible net worth and interest coverage ratios. The $3,000,000 note (the "Note") issued in connection with the Paradise Settlement requires $100,000 quarterly principal payments commencing January 1, 1998. The Note also requires prepayment under certain conditions related to when the Company obtains tax benefits. The Company does not anticipate any difficulty meeting this payment schedule. The Company initiated several actions to increase its liquidity. It established a policy obtaining thirty to sixty day vendor credit to finance a majority of its purchases that historically have been financed pursuant to letters of credit. In January 1997, the Company completed a private offering of securities raising net proceeds of approximately $963,000. During the second quarter of 1997, the Company decided to discontinue its Cosmetics line of product to concentrate its cash flow on its core stationery line of products. The Company is considering several options on how to dispose of the business. The Company has decided to write down assets of approximately $687,000 to their estimated net realizable value. Finally, the Company has been aggressively reducing its inventory levels over the last several months. Working capital increased $1,229,000 to $14,905,000 for the six months ended March 31, 1997. Net cash provided by operating activities was $233,000 during the six months ended March 31, 1997 as compared to $276,000 used in operating activities in the corresponding period last year. This was primarily due to a decrease in accounts receivable, less inventory build-up and lower accrued expenses, partially offset by the net loss during the current period. Net cash used in investing activities during the six months ended March 31, 1997 was $313,000 as compared to $303,000 during the corresponding year ago period. Net cash used in financing activities during the six months ended March 31, 1997 was $6,984,000 as compared to $701,000 provided by financing activities during the year ago period. Notes payable decreased a substantial amount because the Company continued with its inventory reduction program and reduced its cash balance at September 30, 1996. The Company anticipates the New Credit Agreement together with anticipated cash from operations should be sufficient to provide liquidity on both a short-term and long-term basis to finance its future operations. The Company believes these resources are sufficient to support its operating expenses. PART II. OTHER INFORMATION Item 2. Changes in Securities (c) In January 1997, the Company completed a private offering of 20 Units, each Unit consisting of 100,000 shares of Common Stock of the Company for $50,000 per Unit (the "Private Offering"). The Company received net proceeds of $963,000 from the Private Offering. Officers and directors of the Company acquired 52.5% of the Units sold in the Private Offering and participated on the same terms as the other investors in the Private Offering. The terms of the Private Offering were established by a Special Committee of the Board of Directors who did not participate in the Private Offering. The Private Offering was completed by the Company, without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on the private offering exemptions contained in Sections 3(b), 4(2) and/or 4(6) of the Act and/or in Regulation D of the General Rules and Regulations under the Act. Item 4. Submission of Matters to a Vote of Security Holders On March 19, 1997, at the Company's Annual Meeting of Shareholders, the Company's shareholders elected management's slate of directors, which included Messrs. Norman Melnick, John W. Linster, David Melnick, Richard S. Kalin, John F. Kuypers, Roy L. Boe, Jerry Della Femina and Robert K. Semel. Mr. Norman Melnick received 10,882,547 votes for and 124,950 votes against. Mr. Linster received 10,888,547 votes for and 118,950 votes against. Mr. David Melnick received 10,880,447 votes for and 127,050 votes against. Mr. Kalin received 10,888,547 votes for and 118,950 votes against. Mr. Kuypers received 10,888,647 votes for and 118,850 votes against. Mr. Boe received 10,887,647 votes for and 119,850 votes against. Mr. Della Femina received 10,884,647 votes for and 122,850 votes against. Mr. Semel received 10,888,642 votes for and 118,850 votes against. Finally, the Company's shareholders approved the motion to authorize the Company to sell its Cosmetics Division to a company controlled by affiliates of the Company on the terms set forth in the Proxy Statement dated February 10, 1997, subject to reasonable modification by the proper officers of the Company, by a vote of 7,958,370 votes for and 941,168 against. Item 6. Exhibits and Reports on Form 8-K (b) None. SIGNATURES 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 thereunto duly authorized. PENTECH INTERNATIONAL, INC. Dated: May 12, 1997 By: s/William Visone William Visone, Treasurer (Duly authorized officer and Chief Financial Officer) ptk\10q-mar.97 EX-27 2
5 1000 6-MOS SEP-30-1997 MAR-31-1997 0 0 10,743 15 18,256 32,097 8,335 4,429 36,421 17,192 0 0 0 125 16,259 36,421 10,852 10,852 7,118 3,809 0 1,101 340 (1,101) (440) (661) 0 0 0 (661) (.05) (.05)
-----END PRIVACY-ENHANCED MESSAGE-----