-----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, TTFbidmPLX+HWf8FjhHqz1mkK9JifbkBK6EryFydVmYaL+Fuwsn7SoLO7vkGe3HC SJbyklhVFp4d9/C5XWdzEg== 0001157523-10-003293.txt : 20100520 0001157523-10-003293.hdr.sgml : 20100520 20100520060549 ACCESSION NUMBER: 0001157523-10-003293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100520 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100520 DATE AS OF CHANGE: 20100520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAPLES INC CENTRAL INDEX KEY: 0000791519 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 042896127 STATE OF INCORPORATION: DE FISCAL YEAR END: 0227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17586 FILM NUMBER: 10846638 BUSINESS ADDRESS: STREET 1: 500 STAPLES DRIVE STREET 2: P O BOX 9328 CITY: FRAMINGHAM STATE: MA ZIP: 01702 BUSINESS PHONE: 5082535000 MAIL ADDRESS: STREET 1: 500 STAPLES DR CITY: FRAMINGHAM STATE: MA ZIP: 01702 8-K 1 a6298334.htm STAPLES, INC. 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): May 20, 2010

STAPLES, INC.

(Exact name of registrant as specified in charter)

Delaware

0-17586

04-2896127

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Five Hundred Staples Drive, Framingham, MA

01702

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 508-253-5000

 

(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 May 20, 2010, Staples, Inc. announced its financial results for the quarter ended May 1, 2010.  The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits

The exhibit listed on the Exhibit Index immediately preceding such exhibit is furnished as part of this Current Report on Form 8-K.


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:

May 20, 2010

Staples, Inc.

 

 

 

By:

/s/ Kristin A. Campbell

Kristin A. Campbell

Senior Vice President,

General Counsel and Secretary


EXHIBIT INDEX

Exhibit No.

Description

 
99.1

Press release dated May 20, 2010.

EX-99.1 2 a6298334-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Staples, Inc. Announces First Quarter 2010 Performance

FRAMINGHAM, Mass.--(BUSINESS WIRE)--May 20, 2010--Staples, Inc. (Nasdaq: SPLS) announced today the results for its first quarter ended May 1, 2010. Total company sales for the first quarter of 2010 increased four percent to $6.1 billion compared to the first quarter of 2009. Net income for the first quarter of 2010 increased 32 percent year over year to $189 million, and diluted earnings per share, on a GAAP basis, increased 30 percent to $0.26 from the $0.20 achieved in the first quarter of 2009.

Adjusted diluted earnings per share of $0.28 for the first quarter of 2010 increased 27 percent compared to adjusted diluted earnings per share of $0.22 achieved in the first quarter of 2009. These adjusted results exclude pre-tax integration and restructuring expense of $21 million during the first quarter of 2010, and $19 million during the first quarter of 2009.

“Our first quarter performance was strong across the board,” said Ron Sargent, Staples’ chairman and chief executive officer. “With sales and profit improvement in all three of our businesses, the year is off to a good start.”

On a GAAP basis, first quarter 2010 operating income rate increased 105 basis points to 5.98 percent compared to the first quarter of 2009. Excluding the impact of integration and restructuring expense, first quarter 2010 operating income rate increased 107 basis points to 6.33 percent. This increase primarily reflects improvements related to the integration of Corporate Express and leverage of distribution and marketing expense.

The company’s effective tax rate for the first quarter of 2010 was 37.5 percent, compared to 34.5 percent for the first quarter of 2009. The increase in the effective tax rate was due to the expiration of tax provisions that allow for the deferral of income tax on certain foreign earnings.


The company generated free cash flow of $144 million after $49 million in capital expenditures, ending the first quarter of 2010 with approximately $2.7 billion in liquidity, including $1.5 billion in cash and cash equivalents.

North American Delivery

North American Delivery sales for the first quarter of 2010 were $2.5 billion, an increase of two percent in US dollars, and flat in local currency compared to the first quarter of 2009. In addition to the favorable impact of foreign exchange rates, the top line benefitted from strong customer acquisition, which was offset by reduced sales to existing customers. Operating income rate increased 162 basis points to 8.26 percent compared to the first quarter 2009. This increase primarily reflects improvements related to the integration of Corporate Express, reduced amortization expense, as well as a favorable product mix, as customers purchased more discretionary products compared to the first quarter of 2009.

North American Retail

North American Retail sales for the first quarter of 2010 were $2.3 billion, an increase of six percent in US dollars, and two percent in local currency compared to the first quarter of 2009. First quarter 2010 comparable store sales increased one percent versus the first quarter of 2009 reflecting increased customer traffic, partially offset by lower average order size. Operating income rate increased 30 basis points to 7.64 percent compared to the first quarter of 2009. This improvement primarily reflects reduced marketing and depreciation expense, partially offset by a higher mix of low margin technology products. North American Retail opened 20 stores and closed three stores, ending the first quarter of 2010 with 1,888 stores in North America.

International

International sales for the first quarter of 2010 were $1.3 billion, an increase of six percent in US dollars, and a decrease of four percent in local currency compared to the first quarter of 2009. Top line growth in the European Catalog business was offset by lower sales in the European Printing Systems business, as well as a five percent decrease in comparable store sales in Europe compared to the first quarter of 2009. Operating income rate increased 121 basis points to 2.88 percent compared to the first quarter of 2009. This increase primarily reflects improvements related to the integration of Corporate Express, as well as reduced marketing expense, somewhat offset by increased losses in the European Printing Systems business compared to the first quarter of 2009. European Retail closed three stores during the first quarter of 2010. The International business ended the first quarter of 2010 with 369 stores.


Outlook

The company’s outlook assumes a modest economic recovery in 2010. For the second quarter of 2010, the company expects sales to increase in the low single-digits compared to the same period of 2009. The company assumes that the US Congress will not extend the provisions that allow for the deferral of income tax on certain foreign earnings prior to the end of the second quarter of 2010, and as a result anticipates its effective tax rate will be 37.5 percent. The company expects to achieve diluted earnings per share, on a GAAP basis, in the range of $0.16 to $0.18 for the second quarter of 2010. Excluding approximately $15 million to $20 million of pre-tax integration and restructuring expense, or approximately $0.02 per share, the company expects to achieve adjusted diluted earnings per share for the second quarter of 2010 in the range of $0.18 to $0.20.

For the full year 2010, the company expects total company sales to increase in the low single-digits compared to the full year 2009. The company assumes that prior to the end of the fiscal year 2010 the US Congress will extend the provisions that allow for the deferral of income tax on certain foreign earnings, and as a result anticipates its effective tax rate for the full year will be 34.5 percent. The company expects to achieve diluted earnings per share, on a GAAP basis, in the range of $1.20 to $1.28 for the full year 2010. Excluding approximately $45 million to $55 million of pre-tax integration and restructuring expense, or approximately $0.05 per share, the company expects to achieve adjusted diluted earnings per share for the full year 2010 in the range of $1.25 to $1.33.

The company expects to incur the following expenses during the second quarter and full year 2010.

Approximate Dollar Amounts in Millions
      Q2 2010     FY 2010
 
Depreciation Expense $ 120 - 130 $ 470 - 490
Amortization of Intangibles 15 - 20 65 - 75
Integration and Restructuring Expense 15 - 20 45 - 55
Net Interest Expense 50 - 55 215 - 225

Presentation of Non-GAAP Information

This press release presents certain results both with and without integration and restructuring expense associated with Corporate Express. This press release also presents certain results both with and without the impact of fluctuations in foreign currency exchange rates. The presentation of results that exclude these items are non-GAAP financial measures that should be considered in addition to, and should not be considered superior to, or as a substitute for, the presentation of results determined in accordance with GAAP. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are provided below. Management believes that the non-GAAP financial measures presented provide a better comparison to prior periods because the adjustments do not affect the on-going operations of the combined businesses. Management uses these non-GAAP financial measures to evaluate the operating results of the company’s business against prior year results and its operating plan, and to forecast and analyze future periods. Management recognizes there are limitations associated with the use of non-GAAP financial measures as they may reduce comparability with other companies that use different methods to calculate similar non-GAAP measures. Management generally compensates for the limitations resulting from the exclusion of these items by considering the impact of these items separately according to GAAP as well as non-GAAP results and outlook, and in addition, in this press release, by presenting the most comparable GAAP measures ahead of non-GAAP measures and providing a reconciliation that indicates and describes the adjustments made.

Today's Conference Call

The company will host a conference call today at 8:00 a.m. (ET) to review these results and its outlook. Investors may listen to the call at http://investor.staples.com.

About Staples

Staples, the world’s largest office products company, is committed to making it easy for customers to buy a wide range of office products and services. Our broad selection of office supplies, electronics, technology and office furniture as well as business services, including computer repair and copying and printing, helps our customers run their offices efficiently. With 2009 sales of $24 billion and 91,000 associates worldwide, Staples operates in 25 countries throughout North and South America, Europe, Asia and Australia serving businesses of all sizes and consumers. Staples invented the office superstore concept in 1986 and today ranks second worldwide in e-commerce sales. The company is headquartered outside Boston. More information about Staples (Nasdaq: SPLS) is available at www.staples.com/media.


Certain information contained in this news release constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995 including, but not limited to, the information set forth under “Outlook” and other statements regarding our future business and financial performance. Some of the forward-looking statements are based on a series of expectations, assumptions, estimates and projections which involve substantial uncertainty and risk, including the review of our assessments by our outside auditor and changes in management’s assumptions and projections. Actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including but not limited to: global economic conditions may continue to cause a decline in business and consumer spending which could adversely affect our business and financial performance; our market is highly competitive and we may not be able to continue to compete successfully; our growth may strain our operations and we may not successfully integrate acquisitions to realize anticipated benefits; we may be unable to continue to enter new markets successfully; our expanding international operations expose us to risk inherent in foreign operations; fluctuations in foreign exchange rates could lead to lower earnings; we may be unable to attract and retain qualified associates; our quarterly operating results are subject to significant fluctuation; our effective tax rate may fluctuate; if we are unable to manage our debt, it could materially harm our business and financial condition and restrict our operating flexibility; our business may be adversely affected by the actions of and risks associated with our third-party vendors; our expanded offering of proprietary branded products may not improve our financial performance and may expose us to intellectual property and product liability claims; technological problems may impact our operations; our information security may be compromised; various legal proceedings, third party claims, investigations or audits may adversely affect our business and financial performance; changes in federal, state or local regulations may increase our cost of doing business; and those factors discussed or referenced in our most recent quarterly report on Form 10-Q filed with the SEC, under the heading “Risk Factors” and elsewhere, and any subsequent periodic or current reports filed by us with the SEC. In addition, any forward-looking statements represent our estimates only as of the date such statements are made (unless another date is indicated) and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

Financial information follows.


             
STAPLES, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollar Amounts in Thousands, Except Share Data)
(Unaudited)
 
 
May 1, January 30,
2010 2010
ASSETS
Current assets:
Cash and cash equivalents $ 1,533,390 $ 1,415,819
Receivables, net 1,791,750 1,811,365
Merchandise inventories, net 2,292,504 2,261,149
Deferred income tax asset 313,391 353,329
Prepaid expenses and other current assets   305,835     333,105  
Total current assets 6,236,870 6,174,767
 
Property and equipment:
Land and buildings 1,040,097 1,051,391
Leasehold improvements 1,276,246 1,268,848
Equipment 2,055,665 2,035,658
Furniture and fixtures   982,393     966,783  
Total property and equipment 5,354,401 5,322,680
Less accumulated depreciation and amortization   3,260,421     3,158,147  
Net property and equipment 2,093,980 2,164,533
 

Lease acquisition costs, net of accumulated amortization

24,121 25,083
Intangible assets, net of accumulated amortization 551,702 579,923
Goodwill 3,993,045 4,084,122
Other assets   646,735     688,906  
Total assets $ 13,546,453   $ 13,717,334  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,056,384 $ 2,111,696
Accrued expenses and other current liabilities 1,433,618 1,603,354
Debt maturing within one year   567,283     67,269  
Total current liabilities 4,057,285 3,782,319
 
Long-term debt 2,029,474 2,500,329
Other long-term obligations 591,753 579,746

 

Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares authorized; no shares issued - -

Common stock, $.0006 par value, 2,100,000,000 shares authorized;
  issued 897,951,548 shares at May 1, 2010 and 896,655,170 shares at January 30, 2010

539 538
Additional paid-in capital 4,431,481 4,379,942
Accumulated other comprehensive loss (250,352 ) (89,337 )
Retained earnings 5,992,670 5,869,138

Less: Treasury stock at cost - 168,120,477 shares at May 1, 2010
  and 167,990,178 shares at January 30, 2010

(3,391,525 ) (3,388,395 )
Total Staples, Inc. stockholders' equity 6,782,813 6,771,886
Noncontrolling interests   85,128     83,054  
Total stockholders' equity   6,867,941     6,854,940  
Total liabilities and stockholders' equity $ 13,546,453   $ 13,717,334  

       
STAPLES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Dollar Amounts in Thousands, Except Per Share Data)
(Unaudited)
 
13 Weeks Ended
May 1, May 2,
2010 2009
 
Sales $ 6,057,795 $ 5,817,559
Cost of goods sold and occupancy costs   4,438,740     4,291,657  
Gross profit 1,619,055 1,525,902
 
Operating and other expenses:
Selling, general and administrative 1,220,468

 

1,198,170
Integration and restructuring costs 20,882 18,997
Amortization of intangibles   15,399     21,871  
Total operating expenses   1,256,749     1,239,038  
 
Operating income 362,306 286,864
 
Other income (expense):
Interest income 1,771 1,672
Interest expense (55,474 ) (60,498 )
Other expense     (631 )   (3,642 )
Consolidated income before income taxes 307,972 224,396
Income tax expense   115,490     77,417  
Consolidated net income 192,482

 

146,979

Income attributed to noncontrolling interests

  3,712     4,015  
Net income attributed to Staples, Inc. $ 188,770   $ 142,964  
 
 
Earnings Per Share:
 
Basic earnings per common share $ 0.26   $ 0.20  
 
Diluted earnings per common share $ 0.26   $ 0.20  
 
Dividends declared per common share $ 0.09   $ 0.08  
 
Weighted average shares outstanding:
 
Basic 718,795,186 705,283,096
 
Diluted 732,149,069 717,938,314

           
STAPLES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollar Amounts in Thousands)
(Unaudited)
 
13 Weeks Ended
May 1, May 2,
2010 2009
Operating Activities:
Consolidated net income, including income from the noncontrolling interests

 

$ 192,482 $ 146,979

Adjustments to reconcile net income attributed to the controlling interests to net cash
provided by operating activities:

Depreciation and amortization

 

125,411 134,362
Stock-based compensation 33,765 35,337
Deferred tax expense (benefit) 14,641 (11,385 )
Excess tax benefits from stock-based compensation arrangements (1,185 ) -
Other

 

645 1,759
Changes in assets and liabilities:
Decrease in receivables

 

11,625 80,551
(Increase) decrease in merchandise inventories

 

(26,748 ) 74,490
Decrease in prepaid expenses and other assets

 

22,150 64,578
Decrease in accounts payable (50,833 ) (7,621 )
Decrease in accrued expenses and other current liabilities

 

(134,383 ) (33,807 )
Increase (decrease) in other long-term obligations   5,277     (47,009 )
Net cash provided by operating activities

 

192,847 438,234
 
Investing Activities:
Acquisition of property and equipment

 

  (48,993 )   (53,717 )
Net cash used in investing activities

 

(48,993 ) (53,717 )
 
Financing Activities:

Proceeds from the exercise of stock options and the sale of stock under employee stock
  purchase plans

 

17,004 8,578
Repayments of commercial paper, net of proceeds from issuances - (529,634 )
Proceeds from borrowings

 

61,079 796,673
Payments on borrowings, including payment of deferred financing fees

 

(36,316 ) (504,342 )
Cash dividends paid (65,238 ) (58,978 )
Excess tax benefits from stock-based compensation arrangements 1,185 -
Purchase of treasury stock, net   (3,130 )   (1,283 )
Net cash used in financing activities

 

(25,416 ) (288,986 )
 
Effect of exchange rate changes on cash and cash equivalents

 

(867 ) 9,056
 
Net increase in cash and cash equivalents

 

117,571 104,587
Cash and cash equivalents at beginning of period

 

  1,415,819     633,774  
Cash and cash equivalents at end of period

 

$ 1,533,390   $ 738,361  

       
STAPLES, INC. AND SUBSIDIARIES
Segment Reporting
(Dollar Amounts in Thousands)
(Unaudited)
 
 
13 Weeks Ended
 
May 1, May 2,
2010 2009
Sales:
North American Delivery $ 2,462,654 $ 2,418,358
North American Retail 2,312,210 2,188,335
International Operations   1,282,931     1,210,866  
Total reportable sales $ 6,057,795   $ 5,817,559  
 
Business Unit Income:
North American Delivery $ 203,516 $ 160,629
North American Retail 176,549 160,451
International Operations   36,888     20,118  
Total business unit income 416,953 341,198
Stock-based compensation   (33,765 )   (35,337 )
Total segment income 383,188 305,861
Interest and other expense, net (54,334 ) (62,468 )
Integration and restructuring costs   (20,882 )   (18,997 )
Consolidated income before income taxes $ 307,972   $ 224,396  

                                 
STAPLES, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Consolidated Statement of Income
(Dollar Amounts in Thousands, Except Per Share Data)
(Unaudited)
 
13 Weeks Ended
May 1, 2010 May 2, 2009

GAAP
As Reported

 

Integration and
Restructuring
Costs

 

Non-GAAP
As Adjusted

 

As Adjusted %

 

GAAP
As Reported

 

Integration and
Restructuring Costs

 

Non-GAAP
As Adjusted

  As Adjusted %
 
 
Sales $ 6,057,795 $ - $ 6,057,795 100.00 % $ 5,817,559 $ - $ 5,817,559 100.00 %
Cost of goods sold and occupancy costs   4,438,740   -     4,438,740 73.27 %   4,291,657   -     4,291,657 73.77 %
Gross profit 1,619,055 1,619,055 26.73 % 1,525,902 - 1,525,902 26.23 %
 
Operating and other expenses:
Selling, general and administrative 1,220,468 - 1,220,468 20.15 % 1,198,170 - 1,198,170 20.60 %
Integration and restructuring costs 20,882 (20,882 ) - 0.00 % 18,997 (18,997 ) - 0.00 %
Amortization of intangibles   15,399   -     15,399 0.25 %   21,871   -     21,871 0.38 %
Total operating expenses   1,256,749   (20,882 )   1,235,867 20.40 %   1,239,038   (18,997 )   1,220,041 20.97 %
 
Operating income 362,306 20,882 383,188 6.33 % 286,864 18,997 305,861 5.26 %
 
Interest and other expense, net   54,334   -     54,334 0.90 %   62,468   -     62,468 1.07 %
Consolidated income before income taxes 307,972 20,882 328,854 5.43 % 224,396 18,997 243,393 4.18 %
Income tax expense   115,490   7,831     123,321 2.04 %   77,417   6,554     83,971 1.44 %
Consolidated net income 192,482 13,051 205,533 3.39 % 146,979 12,443 159,422 2.74 %
Income attributed to noncontrolling interests   3,712   -     3,712 0.06 %   4,015   -     4,015 0.07 %
Net income attributed to Staples, Inc. $ 188,770 $ 13,051   $ 201,821 3.33 % $ 142,964 $ 12,443   $ 155,407 2.67 %
 
 
Earnings Per Share:
 
Basic earnings per common share $ 0.26 $ 0.02   $ 0.28 $ 0.20 $ 0.02   $ 0.22
 
Diluted earnings per common share $ 0.26 $ 0.02   $ 0.28 $ 0.20 $ 0.02   $ 0.22
 
Weighted average shares outstanding:
 
Basic 718,795,186 705,283,096
 
Diluted 732,149,069 717,938,314

           
STAPLES, INC. AND SUBSIDIARIES
Reconciliation of GAAP to Non-GAAP Sales Growth
(Unaudited)
 
 
13 Weeks Ended May 1, 2010
 

Sales Growth
GAAP

Impact of Local
Currency

 

Sales Growth on a
Local Currency
Basis

Sales:
North American Delivery 1.8 % (1.4 %) 0.4 %
North American Retail 5.7 % (4.1 %) 1.6 %
International Operations 6.0 % (10.4 %) (4.4 %)
Total sales 4.1 % (4.2 %) (0.1 %)
 
 

This presentation refers to growth rates in local currency so that business results can be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons of Staples' business performance. To present this information, current period results for entities reporting in currencies other than U.S. dollars are converted into U.S. dollars at the prior year average monthly exchange rates.

CONTACT:
Staples, Inc.
Media Contact:
Paul Capelli/Owen Davis
508-253-8530/8468
or
Investor Contact:
Laurel Lefebvre/Chris Powers
508-253-4080/4632

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