-----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, HkHdFtfBCrOLB0Xmgo7m0ArJhzcx3g402d8tObiIgn7N1BKI7dfuGJ+nkVAOzx89 N/Y1lf0djcFSEsZUOpzwsQ== 0000908737-98-000097.txt : 19980126 0000908737-98-000097.hdr.sgml : 19980126 ACCESSION NUMBER: 0000908737-98-000097 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971205 ITEM INFORMATION: FILED AS OF DATE: 19980123 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH & RETIREMENT PROPERTIES TRUST CENTRAL INDEX KEY: 0000803649 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 046558834 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-09317 FILM NUMBER: 98511364 BUSINESS ADDRESS: STREET 1: 400 CENTRE ST CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6173323990 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02158 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH & REHABILITATION PROPERTIES TRUST DATE OF NAME CHANGE: 19920703 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 1997 HEALTH AND RETIREMENT PROPERTIES TRUST (Exact name of registrant as specified in its charter) Maryland 1-9317 04-6558834 (State or other (Commission (IRS Employer jurisdiction of ) File Number) Identification No.) incorporation) 400 Centre Street, Newton, MA 02158 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 617-332-3990 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements Under Rule 3-14 of Regulation S-X Audited Statement of Revenue and Certain Expenses for Bridge Square for the Year Ended December 31, 1996 As previously disclosed on Form 8-K dated December 19, 1997, Health and Retirement Properties Trust and subsidiaries (the "Company") acquired Bridgepoint Square an office complex containing five commercial office properties with approximately 441,145 square foot located in Austin, Texas. Neither the Company nor its affiliates were related to the seller of this property. The factors considered by the Company in determining the purchase price paid for this property include, among others, the following: (i) the historical and projected rents received and likely to be received from the property, (ii) the historic and expected operating expenses, including real estate taxes, incurred and expected to be incurred at the property, (iii) the credit quality and nature of the existing tenants (iv) the existing lease terms and renewal options of the leases in place, (v) the market demand for similar space, the rent rates being paid compared to existing rents being paid in the building, and opportunities for alternative and new tenancies, (vi) the physical location and condition of the property, the need for repairs and likely cost of repairs, (vii) the expected tenant inducements (such as free rent, tenant improvement allowances, etc.) which might be necessary to fill vacant space or renew leases, and (viii) the pricing of comparable properties as evidenced by recent arms-length market sales. The Company, after investigation of the properties, is not aware of any material factors, other than those enumerated above, which would cause the financial information reported not to be necessarily indicative of future operating results. (b) Pro Forma Financial and Other Data Pro Forma Balance Sheet as of September 30, 1997 Pro Forma Statement of Income for the Nine Months Ended September 30, 1997 Pro Forma Statement of Income for the Year Ended December 31, 1996 (c) Exhibits 23.1 Consent of Price Waterhouse LLP - 2 - Report of Independent Accountants January 9, 1998 To the Board of Trustees of Health & Retirement Properties Trust: We have audited the accompanying historical statement of gross income and direct operating expenses of Bridgepoint Square (the Property), an office building complex , for the year ended December 31, 1996. This historical statement is the responsibility of the Property's management. Our responsibility is to express an opinion on this historical statement based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the historical statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the historical statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the historical statement. We believe that our audit provides a reasonable basis for our opinion. The accompanying historical statement of gross income and direct operating expenses was prepared in compliance with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Health & Retirement Properties Trust) as described in Note 1, and is not intended to be a complete presentation of the Property's revenue and expenses. In our opinion, the historical statement referred to above presents fairly, in all material respects, the gross income and direct operating expenses, as described in Note 1, of Bridgepoint Square for the year ended December 31, 1996 in conformity with generally accepted accounting principles. Price Waterhouse LLP Dallas, Texas F - 1 BRIDGEPOINT SQUARE Historical Statement of Gross Income and Direct Operating Expenses For the Year Ended December 31, 1996 Gross Income Rental income $2,085,112 Reimbursement of operating costs 85,173 Total 2,170,285 Direct Operating Expenses Rental property operating expenses 526,017 Real estate taxes and insurance 309,037 General and administrative 105,164 ---------- 940,218 Gross Income In Excess Of Direct Operating Costs $1,230,067 ========== See accompanying notes to this historical statement. F - 2 BRIDGEPOINT SQUARE Notes to Historical Statement Year Ended December 31, 1996 Note 1 - General Information and Summary of Significant Accounting Policies Bridgepoint Square (the Property) is an office building complex located in Austin, Texas, which was developed and managed by Investors Life Insurance Company of North America (One Bridgepoint - Four Bridgepoint) and Family Life Insurance Company (Five Bridgepoint). The Property consists of five office buildings, three of which had been completed and were occupied during the year ended December 31, 1996. One Bridgepoint was acquired during 1995 and was operating for the entire 1996 calendar year. Construction on Four Bridgepoint was completed and occupancy began in July 1996. Three Bridgepoint was completed during the last week of 1996 and its operations are insignificant to the December 31, 1996 historical statement. Two Bridgepoint and Five Bridgepoint were completed during 1997 and are not included in the December 31, 1996 historical statement. The Property also includes three covered parking garages, two of which had been completed at December 31, 1996. Bridgepoint Square was sold to Health and Retirement Properties Trust on December 4, 1997. The accompanying historical statement of gross income and direct operating expenses has been prepared in accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Accordingly, certain historical expenses which may not be comparable to the expenses expected to be incurred in the proposed future operations of the Property have been excluded. Excluded expenses include depreciation and amortization, interest expense, income taxes and any other expenses not directly related to the future operations of the Property. Rental income is recognized on a straight line basis over the terms of the related leases. Note 2 - Leases As of December 31,1996, One Bridgepoint, Three Bridgepoint and Four Bridgepoint are leased under non-cancelable operating leases. The terms of the leases expire at various times from 1997 through 2003 and provide for aggregate minimum rentals as follows: 1997 $ 5,725,059 1998 5,333,521 1999 4,177,268 2000 832,943 2001 808,097 Thereafter 1,688,834 ----------- $18,565,722 =========== The leases also provide for payment by the lessees of certain occupancy related expenses and certain leases contain renewal and/or cancellation options in future periods. In addition, one tenant occupies approximately 56% of all rentable space as of December 31, 1996. F - 3 HEALTH AND RETIREMENT PROPERTIES TRUST Unaudited Pro Forma Financial Statements The following unaudited pro forma balance sheet as of September 30, 1997 and the statement of income for the nine months ended September 30, 1997 and the year ended December 31, 1996, present the financial position and the results of operations of Health and Retirement Properties Trust (the "Company") as if the transactions described in the notes to unaudited financial statements were consummated on January 1, 1996. These unaudited pro forma financial statements should be read in connection with, and is qualified in its entirety by reference to, the separate financial statements of the Company and of the Seller of the Government Office Properties, each for the year ended December 31, 1996, included in the Company's Current Report on Form 8-K dated February 17, 1997, and the financial statements of the Company for the quarter ended September 30, 1997 included in the Company's Quarterly Report on Form 10-Q. These unaudited pro forma financial statements are not necessarily indicative of the financial position and the expected results of operations of the Company for any future period. Differences could result from, among other considerations, future changes in the Company's portfolio of investments, changes in interest rates, changes in the capital structure of the Company, delays in the acquisition of certain properties and changes in property level operating expenses. F - 4
Health and Retirement Properties Trust Pro Forma Balance Sheets September 30, 1997 (dollars in thousands) (unaudited) Recent West 34th Franklin Bridgepoint Acquisi Historical Street(A) Plaza(B) Square(C) tions(D) Pro Forma ---------- --------- -------- -------- -------- ---------- ASSETS Real estate properties, at cost: Land, buildings and improvements $1,621,522 $ 110,750 $ 79,000 $ 79,000 $ 90,600 $1,980,872 ---------- --------- -------- -------- -------- ---------- 1,621,522 110,750 79,000 79,000 90,600 1,980,872 Less accumulated depreciation 99,746 -- -- -- -- 99,746 ---------- --------- -------- -------- -------- ---------- 1,521,776 110,750 79,000 79,000 90,600 1,881,126 Real estate mortgages, net 116,941 -- -- -- -- 116,941 Investment in Hospitality Properties Trust 102,465 -- -- -- -- 102,465 Cash and cash equivalents 71,765 (46,368) (27,414) (3,000) 5,930 913 Interest and rent receivables 19,722 -- -- -- -- 19,722 Deferred interest and finance costs, net and other assets 18,625 (4,901) -- -- (250) 13,474 ---------- --------- -------- -------- -------- ---------- $1,851,294 $ 59,481 $ 51,586 $ 76,000 $ 96,280 $2,134,641 ========== ========= ======== ======== ======== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Bank notes payable $ 100,000 $ 59,000 $ 51,000 $ 76,000 $ 94,000 $ 380,000 Senior notes and bonds payable, net 200,000 -- -- -- -- 200,000 Mortgage notes payable 26,941 -- -- -- -- 26,941 Convertible subordinated debentures 211,650 -- -- -- -- 211,650 Accounts payable and accrued expenses 35,616 481 586 -- 850 37,533 Prepaid rents 7,077 -- -- -- -- 7,077 Security deposits 2,872 -- -- -- 750 3,622 Due to affiliates 1,336 -- -- -- -- 1,336 Dividend payable 36,571 -- 36,571 Shareholders' equity: Preferred shares, .01 par value: none issued -- -- -- -- -- -- Common shares of beneficial interest, .01 par value: 125 million shares authorized, 98.7 million shares and 98.8 million pro forma shares issued and outstanding, respectively 988 -- -- -- -- 988 Additional paid-in capital 1,370,730 -- -- -- 680 1,371,410 Cumulative net income 383,775 -- -- -- -- 383,775 Dividends (526,262) -- -- -- -- (526,262) ---------- --------- -------- -------- -------- ---------- Total shareholders' equity 1,229,231 -- -- -- 680 1,229,911 ---------- --------- -------- -------- -------- ---------- $1,851,294 $ 59,481 $ 51,586 $ 76,000 $ 96,280 $2,134,641 ========== ========= ======== ======== ======== ========== -- -- -- -- -- --
See accompanying notes to unaudited pro forma financial statements F-5
Health and Retirement Properties Trust Proforma Statements of Income Nine months ended September 30, 1997 (amounts in thousands, except per share data) (unaudited) Second Third Quarter Quarter West Bridge Recent Acquisi Acquisi 34th Franklin -point Acquisi Historical GPI (E) CSMC(F) tions(G) tions(G) Street(H)Plaza(I) Square(J)tions(K) Pro Forma ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Revenues: Rental income $129,518 $12,235 $ 6,831 $ 2,948 $ 3,179 $10,771 $ 9,614 $ 4,581 $ 8,882 $188,559 Interest income 16,177 (268) -- -- -- -- -- -- 15,909 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Total revenues 145,695 11,967 6,831 2,948 3,179 10,771 9,614 4,581 8,882 204,468 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Expenses: Operating 16,961 3,732 1,910 -- 954 3,641 4,904 1,769 2,733 36,604 Interest 24,955 (1,366) 3,232 1,087 1,463 2,876 2,486 2,631 4,129 41,493 Depreciation and amortization 26,633 3,365 1,119 627 501 1,869 1,334 961 1,348 37,757 General and administrative 8,148 1,579 249 139 111 415 296 214 301 11,452 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Total expenses 76,697 7,310 6,510 1,853 3,029 8,801 9,020 5,575 8,511 127,306 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Income before equity in earnings of income Hospitality Properties Trust and before extraordinary item 68,998 4,657 321 1,095 150 1,970 594 (994) 371 77,162 Equity in earnings of Hospitality Properties Trust 6,683 -- -- -- -- 6,683 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Net income before extraordinary item $ 75,681 $ 4,657 $ 321 $ 1,095 $ 150 $ 1,970 $ 594 $ (994) $ 371 $ 83,845 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- Average shares outstanding 89,918 98,838 Per share data: Net income before extraordinary item $ 0.84 $ 0.85
See accompanying notes to unaudited pro forma financial statements F-6
Health and Retirement Properties Trust Proforma Statements of Income Year Ended December 31, 1996 (amounts in thousands, except per share data) (unaudited) HRPT GPI ----------------- ---------------- West Frank Bridge Recent Acquisi Acquisi 34th -lin -point Acquisi Pro Forma Histo- tions Histo- tions Street Plaza Square tions Adjust rical (L) rical (M) CSMC(N) (O) (P) (Q) (R) ments Pro Forma -------- ------- -------- ------- ------- ------- ------- ------- ------- ------- -------- Revenues: Rental income $ 98,039 $31,212 $ 36,523 $15,055 $15,911 $14,361 $12,818 $ 2,170 $11,841 $ -- $237,930 Interest income 22,144 (396) 780 -- -- -- -- -- -- -- 22,528 -------- ------- -------- ------- ------- ------- ------- ------- ------- ------- -------- Total revenues 120,183 30,816 37,303 15,055 15,911 14,361 12,818 2,170 11,841 -- 260,458 -------- ------- -------- ------- ------- ------- ------- ------- ------- ------- -------- Expenses: Operating 3,776 1,600 8,657 5,605 5,081 4,855 6,538 940 3,643 1,073 (S) 41,768 Interest 22,545 15,947 28,730 8,313 7,053 3,835 3,315 1,596 5,505 (45,086)(T) 51,753 Depreciation and amortization 22,106 6,467 6,357 1,174 2,441 2,492 1,778 583 1,797 932 (U) 46,127 General and administrative 7,055 1,402 5,570 -- 543 554 395 130 401 (3,486)(S) 12,564 -------- ------- -------- ------- ------- ------- ------- ------- ------- ------- -------- Total expenses 55,482 25,416 49,314 15,092 15,118 11,736 12,026 3,249 11,346 (46,567) 152,212 -------- ------- -------- ------- ------- ------- ------- ------- ------- ------- -------- Income before equity income and extraordinary item 64,701 5,400 (12,011) (37) 793 2,625 792 (1,079) 495 46,567 108,246 Equity in earnings of Hospitality Properties Trust 8,860 8,860 Gain on equity transaction of Hospitality Properties Trust 3,603 -- -- -- -- -- -- -- -- -- 3,603 -------- ------- -------- ------- ------- ------- ------- ------- ------- ------- -------- Income before gain (loss) on sale of properties and extraordinary item $ 77,164 $ 5,400 $(12,011)$ (37)$ 793 $ 2,625 $ 792 $(1,079) $ 495 $46,567 $120,709 -------- ------- -------- ------- ------- ------- ------- ------- ------- ------- -------- Average shares outstanding 66,255 98,838 Per share data: Income before gain (loss) on sale of proper ies and extraordinary item $ 1.16 $ 1.22
See accompanying notes to unaudited pro forma financial statements F-7 Notes To Unaudited Pro Forma Financial Statements Pro Forma Balance Sheet Adjustments at September 30, 1997. A. Represents the acquisition, on October 1, 1997, of a medical office property located at 7 West 34th Street in New York, New York ("West 34th Street"). This acquisition was funded with available cash and by drawing under the Company's existing revolving line of credit. B. Represents the acquisition, on November 13, 1997, of an office property located at One Franklin Plaza, Philadelphia, Pennsylvania ("Franklin Plaza"). This acquisition was funded with available cash and by drawing under the Company's existing revolving line of credit. C. Represents the acquisition, on December 5, 1997, of an office complex containing five commercial office properties located in Austin, Texas ("Bridgepoint Square"). This acquisition was funded with available cash and by drawing under the Company's existing revolving line of credit. D. Represents the Company's acquisitions, during November 1997, December 1997 and January 1998, of a medical office property located in Colorado, a medical office property located in Maryland, a medical office property located in Rhode Island, three medical office properties located in California, a medical office property located in Washington, D.C., a government office property located in Texas and a medical office and commercial office property located in Pennsylvania (collectively, "Recent Acquisitions"). The Recent Acquisitions were funded with available cash, by drawings under the Company's existing revolving line of credit and the issuance of of the Company's common shares. Pro Forma Statement of Income adjustments for the Nine months Ended September 30, 1997. E. Represents the increase in rental income, operating expenses, depreciation and amortization and general and administrative expenses arising from the Company's acquisition of the government office properties ("GPI") from Government Property Investors, Inc. ("Seller"). Also reflects the decrease in interest expense arising from the Company's issuance of its shares pursuant to a common stock offering in March 1997, proceeds of which were used in part to repay amounts then outstanding under the Company's revolving line of credit, net of an increase in interest expense related to the Company's assumption of certain debt in connection with the acquisition of the GPI. F. Represents the increase in rental income, operating expenses, depreciation and amortization and general and administrative expenses arising from the Company's acquisition of two medical office properties and two parking structures located in Los Angeles, California ("CSMC") as well as the increase in interest expense due to the use of the Company's revolving line of credit to fund this acquisition. G. Represents the increase in rental income, operating expenses, depreciation and amortization and general and administrative expenses arising from the Company's acquisition of a 200 unit retirement housing property located in Spokane, Washington and 20 medical office clinics and ancillary structures located in Massachusetts and three medical and two commercial office buildings located in Pennsylvania as well as the increase in interest expense due to the use of the Company's revolving line of credit to fund these acquisitions. H. Represents the increase in rental income, operating expenses, depreciation and amortization and general and administrative expenses arising from the Company's acquisition of West 34th Street, as well as the increase in interest expense due to the use of the Company's revolving line of credit to fund the acquisition. F - 8 I. Represents the increase in rental income, operating expenses, depreciation and amortization and general and administrative expenses arising from the Company's acquisition of Franklin Plaza, as well as the increase in interest expense due to the use of the Company's revolving line of credit to fund the acquisition. J. Represents the increase in rental income, operating expenses, depreciation and amortization and general and administrative expenses arising from the Company's acquisition of Bridgepoint Square. Bridgepoint Square consists of five properties, of which one property was under construction at September 30, 1997 and one property was completed in July 1997. Also represents the increase in interest expense due to the use of the Company's revolving line of credit to fund the acquisition. K. Represents the increase in rental income, operating expenses, depreciation and amortization and general and administrative expenses arising from the Company's Recent Acquisitions as well as the increase in interest expense due to the use of the Company's revolving line of credit to fund these acquisitions. Pro Forma Statement of Income adjustments for the Year Ended December 31, 1996. L. Represents the increase in rental income, operating expenses, interest expense, depreciation and amortization and general and administrative expenses arising from the Company's acquisitions completed during 1996 and certain acquisitions completed during the nine months ended September 30, 1997, assuming the contractual rents were in effect since January 1, 1996. Property level expense adjustments represent annualized historical operating expenses for gross leased properties acquired. Depreciation expense adjustments assume an average building life of 40 years. Also assumes a reduction in interest income from the use of cash on hand to fund, in part, these acquisitions. M. Represents the increase in rental income, operating expenses, interest expense, depreciation and amortization and general and administrative expenses arising from the Seller's acquisitions completed during 1996 and acquisitions completed by the Company during the nine months ended September 30, 1997, assuming the contractual rents were in effect since January 1, 1996. Property level expense adjustments are established for the purpose of this pro-forma presentation as equal to percentage of rents which is the same percentage of rents as was represented by property level operating expenses for the properties which were owned by the Seller during 1996. Depreciation expense adjustments assume an average building life of 40 years. N. Represents the historical rental income and operating expenses for the Company's acquisition of CSMC. Also represents adjustments resulting from the acquisition for interest expense due to the use of the Company's revolving line of credit to fund the acquisition, depreciation expense adjustments assuming an average building life of 40 years as well as increases in general and administrative expenses. O. Represents the historical rental income and operating expenses for the Company's acquisition of West 34th Street. Also represents adjustments resulting from the acquisition for interest expense due to the use of the Company's revolving line of credit to fund the acquisition, depreciation expense assuming an average building life of 40 years as well as increases in general and administrative expenses. P. Represents the historical rental income and operating expenses for the Company's acquisition of Franklin Plaza. Also represents adjustments resulting from the acquisition for interest expense due to the use of the Company's revolving line of credit to fund the acquisition, depreciation expense assuming an average building life of 40 years as well as increases in general and administrative expenses. F - 9 Q. Represents the historical rental income and operating expenses for the Company's acquisition of Bridgepoint Square. Bridgepoint Square consists of five properties, of which two properties were under construction at December 31, 1996, one property was completed in July 1996, and one property was completed in December 1996. Also represents adjustments resulting from the acquisition for interest expense due to the use of the Company's revolving line of credit to fund the acquisition, depreciation expense assuming an average building life of 40 years as well as increases in general and administrative expenses. R. Represents the increase in rental income, operating expenses, depreciation and amortization and general and administrative expenses arising from the Recent Acquisitions, as well as the increase in interest expense due to the use of the Company's revolving line of credit to fund these acquisitions. S. Represents the net reduction in operating and administrative expenses arising from the differences in the Company's cost structure (which include the full year's effect of general and administrative and property management services) and the cost structure of GPI (which included the employment of separate property management companies for certain of the government office properties under separate fee arrangements and cost related to administrative financial, acquisition and other activities performed by GPI's management) and the cost structure of the other properties acquired in 1997. T. Represents the reduction of interest expense arising from the Company's repayment of the GPI mortgage and affiliate debt, excluding $27,588 of mortgage debt that was not repaid in connection with the acquisition of GPI. U. Represents the effect on the depreciation expense arising from the adjustment of GPI's historical basis in existing assets to the Company's basis at acquisition. F - 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dully caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HEALTH AND RETIREMENT PROPERTIES TRUST By: /s/ Ajay Saini Ajay Saini, Treasurer and Chief Financial Officer Date: January 22, 1998 EX-23.1 2 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statements of Health and Retirement Properties Trust on Forms S-3 (Registration Nos. 333-34823, 333-26887 and 33-62135) of our report dated January 9, 1998 related to the historical statement of gross income and direct operating expenses of Bridgepoint Square, as included in this Form 8-K. Price Waterhouse LLP Dallas, Texas January 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----