-----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, Dx9OKBAMkQWYlQeaSvVpv0dKTTuM0ONvcPoyZX8Z4FUvP74hhowCGK0ivNWQzdKL QwroqnTtP+laH0WtPC5cNA== 0000806388-99-000016.txt : 19990118 0000806388-99-000016.hdr.sgml : 19990118 ACCESSION NUMBER: 0000806388-99-000016 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970831 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS RESEARCH CORP /AL/ CENTRAL INDEX KEY: 0000806388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 630713665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-15295 FILM NUMBER: 99507076 BUSINESS ADDRESS: STREET 1: 4090 SOUTH MEMORIAL PARKWAY STREET 2: P.O. 400002 CITY: HUNTSVILLE STATE: AL ZIP: 35815-1502 BUSINESS PHONE: 256-883-1140 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 2 to 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 31, 1997 ------------------------------ NICHOLS RESEARCH CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-15295 63-0713665 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 4090 South Memorial Parkway, Huntsville, Alabama 35802-1326 - -------------------------------------------------------------------------------- (Address, including zip code, of principal executive offices) (256) 883-1140 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) This Current Report on Form 8-K/A amends and supersedes, to the extent set forth herein, the Registrant's Current Report on Form 8-K (as amended) dated August 31, 1997 previously filed on September 11, 1997 (and Amendment No. 1 filed on November 10, 1997). Footnote 1 "Accounting Policies" contained in the Notes to the TXEN, Inc., financial statements has been revised to add a section entitled "Research and Development" detailing the total research and development costs incurred by TXEN, Inc. during the fiscal years ended June 30, 1996 and 1997. Exhibit 99.2, the financial statements of TXEN, Inc. for those fiscal years, is being filed herewith as a result of that footnote revision. No other changes were made to the TXEN, Inc. financial statements or notes thereto. Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. 99.2 Financial Statements of TXEN, Inc. Exhibit 99.2 TXEN, Inc. Financial Statements YEARS ENDED JUNE 30, 1997 AND 1996 WITH REPORT OF INDEPENDENT AUDITORS TXEN, Inc. Financial Statements Years ended June 30, 1997 and 1996 CONTENTS Report of Independent Auditors.............................1 Audited Financial Statements Balance Sheets.............................................2 Statements of Operations...................................4 Statements of Changes in Stockholders' Equity..............5 Statements of Cash Flows...................................6 Notes to Financial Statements..............................7 Report of Independent Auditors The Board of Directors and Stockholders TXEN, Inc. We have audited the accompanying balance sheets of TXEN, Inc. as of June 30, 1997 and 1996, and the related statements of operations, changes in stock- holders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsi- bility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signifi- cant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TXEN, Inc. at June 30, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 1 to the financial statements, in 1996 the Company changed its method of accounting for depreciation. Ernst & Young LLP August 1, 1997 1 TXEN, Inc. Balance Sheets June 30 1997 1996 ------------------------------- ASSETS Current assets: Cash and cash equivalents $1,146,224 $ 630,685 Accounts receivable, net of allowance for doubtful accounts of $125,000 and $35,000 at June 30, 1997 and 1996, respectively 4,770,342 1,096,365 Prepaid expenses 111,156 84,963 Income taxes receivable - 24,800 Deferred income taxes 211,265 300,666 Inventory 15,056 16,965 Other 347 4,206 ------------------------------- Total current assets 6,254,390 2,158,650 Property and equipment, net 2,917,126 2,271,932 Deferred software development 661,451 - ------------------------------- Total assets $9,832,967 $4,430,582 =============================== 2 June 30 1997 1996 ------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Note payable to stockholder $ 8,333 $ 8,333 Customer deposits - 128,518 Accounts payable and accrued expenses 722,067 170,868 Accrued salaries, bonuses and vacation 398,313 208,632 Income taxes payable 433,134 - Current portion of long-term debt 275,411 252,757 Short-term notes - 135,142 Deferred revenue 2,048,538 1,070,910 Interest payable 231,239 - Accrued officers salaries 288,000 - Other 2,581 7,061 ------------------------------ Total current liabilities 4,407,616 1,982,221 Interest payable - 199,929 Accrued officers salaries - 288,000 Deferred income taxes 394,956 124,007 Long-term debt to stockholders 274,193 258,193 Long-term debt 366,423 639,274 Stockholders' equity: Preferred stock, $.002 par value; 1 share authorized, -0- shares and 1 share issued and outstanding at 1997 and 1996, respectively - 1,500,000 Class A common stock, $.002 par value; 5,000,000 shares authorized, 4,000,500 and 5,000,000 shares issued and out- standing at 1997 and 1996, respectively 8,001 10,000 Class B common stock, $.002 par value; 1,250,000 shares authorized, 999,500 and -0- shares issued and outstanding at 1997 and 1996, respectively 1,999 - Additional paid-in capital 1,909,500 409,500 Retained earnings (deficit) 2,889,112 (531,759) Notes receivable from stockholders (418,833) (448,783) ------------------------------- Total stockholders' equity 4,389,779 938,958 ------------------------------- Total liabilities and stockholders' equity $9,832,967 $4,430,582 =============================== See accompanying notes. 3 TXEN, Inc. Statements of Operations Year Ended June 30 1997 1996 ------------------------------- Net revenues $14,979,761 $6,859,678 Cost of sales 1,786,460 676,029 Selling and administrative expenses 7,784,270 6,460,910 Other income (expense): Interest expense (88,090) (153,355) Interest income 75,272 103,069 Gain on sale of asset - 50 Other 3,943 201 ------------------------------- Total other income (expense) (8,875) (50,035) ------------------------------- Income (loss) before income taxes and cumulative effect of a change in accounting principle 5,400,156 (327,296) Income tax (expense) benefit (1,979,285) 92,705 ------------------------------ Income (loss) before cumulative effect of a change in accounting principle 3,420,871 (234,591) Cumulative effect on prior years (June 30, 1995) of changing to a different deprecia- tion method (net of $32,252 of taxes) - 81,615 ------------------------------- Net income (loss) $ 3,420,871 $ (152,976) =============================== Pro forma amount assuming the depreciation method adopted in 1996 was applied retroactively: Net income (loss) $ (234,591) ========== See accompanying notes. 4
TXEN, Inc. Statements of Changes in Stockholders' Equity Class A Class B Additional Retained Notes Total Preferred Common Common Paid-in Earnings Receivable Stockholders' Stock Stock Stock Capital (Deficit) from Equity Stockholders ----------------------------------------------------------------------------------------------------- Balance, June 30, 1995 $1,500,000 $ 10,000 $ - $ 409,500 $(378,783) $ (437,482) $1,103,235 Issuance of notes receivable from stockholders - - - - - (64,740) (64,740) Payments received on notes - - - - - 89,335 89,335 Accrued interest on notes - - - - - (35,896) (35,896) Net Loss - - - - (152,976) - (152,976) ----------------------------------------------------------------------------------------------------- Balance, June 30, 1996 1,500,000 10,000 - 409,500 (531,759) (448,783) 938,958 Issuance of notes receivable from stockholders - - - - - (16,000) (16,000) Conversion of preferred stock to common stock (1,500,000) - 1,999 1,498,001 - - - Contribution of common stock to treasury and subsequent retirement - (1,999) - 1,999 - - - Payments received on notes - - - - - 72,627 72,627 Accrued interest on notes - - - - - (26,677) (26,677) Net income - - - - 3,420,871 - 3,420,871 ----------------------------------------------------------------------------------------------------- Balance,June 30,1997 $ - $ 8,001 $1,999 $1,909,500 $2,889,112 $ (418,833) $4,389,779 ===================================================================================================== See accompanying notes.
5 TXEN, Inc. Statements of Cash Flows
Year ended June 30, 1997 1996 ------------------------------- OPERATING ACTIVITIES Net income (loss) $ 3,420,871 $ (152,976) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 708,952 531,856 Cumulative effect of change in accounting principle, net of tax of $32,252 - (81,615) Deferred income taxes 360,350 (64,300) Provision for doubtful accounts 90,000 (65,000) Gain on sale of equipment - (50) Loss on sublease - 5,790 Changes in operating assets and liabilities: Accounts receivable (3,763,977) 44,264 Prepaid expenses (26,193) (35,615) Income taxes receivable 24,800 (6,902) Inventory 1,909 2,752 Other (621) 1,275 Interest payable 31,310 29,373 Customer deposits (128,518) 4,006 Accounts payable and accrued expenses 551,199 (156,294) Accrued salaries, bonuses and vacation 189,681 75,819 Income taxes payable 433,134 - Deferred revenue 977,628 436,963 ------------------------------- Net cash provided by operating activities 2,870,525 569,346 INVESTING ACTIVITIES Purchases of property and equipment (1,328,259) (1,060,284) Additions to deferred software (687,338) - development costs ------------------------------ Net cash used in operating activities (2,015,597) (1,060,284) FINANCING ACTIVITIES Principal payments on long-term debt (250,197) (188,562) Notes payable (135,142) 135,142 Payments on debt to stockholders - (9,000) Increase in debt to stockholders 16,000 63,474 Principal payments on note payable to stockholder - (41,667) Increase in notes receivable from stockholders 29,950 (11,301) ------------------------------- Net cash used in financing activities (339,389) (51,914) -------------------------------
TXEN, Inc. Statements of Cash Flows (Continued)
Year ended June 30, 1997 1996 ------------------------------- OPERATING ACTIVITIES Net increase (decrease) in cash and cash equivalents 515,539 (542,852) Cash and cash equivalents at beginning of year 630,685 1,173,537 ------------------------------- Cash and cash equivalents at end of year $ 1,146,224 $ 630,685 ===============================
See accompanying notes. 6 TXEN, Inc. Notes to Financial Statements June 30, 1997 and 1996 1. ACCOUNTING POLICIES Organization - ------------- TXEN, Inc. (the Company) facilitates the administration of health benefits by providing healthcare organizations hardware and software solutions through either outsourcing or turnkey agreements primarily in the United States. The Company also provides data processing services through management service organization (MSO) agreements. Cash and Cash Equivalents - -------------------------- The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Revenue Recognition - -------------------- Outsourcing/MSO: Outsourcing and MSO fees are recognized in the period they are earned. System Sales: Software license fees and equipment revenue are recognized upon delivery of the software product to the customer, unless the Company has significant related obligations remaining. Revenue requiring any significant obligations to customers is deferred and recognized once the remaining obliga- tions become insignificant. Professional Services: Revenue from professional services is recognized either (i) as the services are performed based on the Company's standard rates for the applicable services; or, (ii) as contract milestones are achieved, if specified and required under the contract with the customer. Revenue from postcontract customer support is recognized in the period the customer support services are provided. Concentration of Credit Risk and Financial Instruments: Financial instruments which subject the Company to credit risk are primarily trade accounts receiv- able. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number and diversity of customers comprising the Company's customer base. Management believes that any risk associated with trade accounts receivable is adequately provided for in the allowance for doubtful accounts. The Company generally does not require collateral on its trade accounts receivable. 7 1. ACCOUNTING POLICIES (CONTINUED) Software Development Costs - --------------------------- Under Statement of Financial Accounting Standards No. 86, "Accounting for Soft- ware Costs", once technological feasibility is established related to software development costs for new products or for enhancements to existing products which extend the product's useful life, the costs are capitalized until the product or enhancement is available for release to customers, after which the capitalized costs are amortized over the product's estimated life giving con- sideration to estimates of recoverability and net realizable value. Total costs capitalized for software development were $687,338 and $-0- during the years ended June 30, 1997 and 1996, respectively. Capitalized software development costs are being amortized over five years. Accumulated amortization of capitalized software development cost was $25,887 at June 30, 1997. The Company capitalized interest cost of $27,177 for the year ended June 30, 1997 related to software development costs. Research and Development - ------------------------ Research and development is conducted by the Company under both customer sponsored and Company sponsored programs. Total research and development costs incurred by the Company were $926,000 and $1,069,000 during the years ended June 30, 1996 and 1997, respectively. Inventory - ---------- Inventory is carried at the lower of cost or market using the specific identi- fication method. Property and Equipment and Change in Depreciation Method - --------------------------------------------------------- Property and equipment is stated on the basis of cost. Property and equip- ment are depreciated over the estimated useful lives of the assets (generally three to seven years). Depreciation and amortization had been provided using the straight-line method for items purchased prior to July 1, 1994, and double-declining balance for items purchased after July 1, 1994. During the year ended June 30, 1996 the Company adopted the straight-line method of depreciation for all assets. The new method of depreciation was adopted to better match the cost of the property and equipment with the revenues genera- ted by those assets and has been applied retroactively to property and equipment acquired in prior years. The effect of the change in fiscal 1996 was to decrease loss before cumulative effect of the change in accounting princi- ple by approximately $28,400. The adjustment of $81,615 (after reduction for income taxes of $32,252) to apply retroactively the new method, is included in net loss for fiscal 1996. 8 1. ACCOUNTING POLICIES (CONTINUED) Income Taxes - ------------- All income tax amounts and balances have been computed in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under Statement No. 109, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Stock Options - -------------- The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpreta- tions in accounting for its employee stock options because the alternative fair value accounting provided for under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," (SFAS 123) requires use of option valuation models that were not developed for use in valuing 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 the grant, no compensation expense is recognized. Use of Estimates - ----------------- The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. PROPERTY AND EQUIPMENT Property and equipment consists of the following: 1997 1996 ------------------------------- Computer equipment $ 3,015,586 $2,161,657 Software 334,518 285,443 Furniture and fixtures 1,112,140 922,812 ------------------------------- 4,462,244 3,369,912 Less accumulated depreciation (1,545,118) (1,097,980) ------------------------------- $ 2,917,126 $2,271,932 =============================== 9 3. LONG-TERM DEBT AND LINES OF CREDIT The Company has two revolving credit lines with a bank payable on demand totaling $1,000,000 which are collateralized by certain assets of the Company and the general guaranty of the primary stockholders. There were no borrowings under the credit lines at June 30, 1997 and 1996. On March 17, 1994, the Company borrowed $1,342,719 from the bank under a long- term note. The note, which has a balance of $641,834 and $892,031 at June 30, 1997 and 1996, respectively, and matures on October 17, 1998, bears interest at prime plus 1/2% and is cross-collateralized with assets pledged under the revolving credit lines. Annual maturities of long-term debt are as follows: 1998 - $275,411 and 1999 - - - $366,423. The Company incurred $19,500 and $54,474 during the years ended June 30, 1997 and 1996, respectively, of long-term debt to two stockholders for the purchase of common stock of the Company that was then sold to various employees of the Company in exchange for notes receivable. Interest accrues at 8.0% and matures on October 1, 1997. The Company paid $115,268 and $146,975 in interest during the years ended June 30, 1997, and 1996, respectively. 4. LEASES The Company operates in leased premises and also leases certain equipment. The future minimum lease payments under operating leases for the next five years and in the aggregate are as follows: 1998 $277,588 1999 98,065 2000 224,200 -------- $599,853 ======== Rent expense for the year ended June 30, 1997 and 1996 was $251,985 and $263,668, respectively. The Company is also subleasing space to another tenant over the next two years. The total estimated minimum sublease rentals to be received in the future under this sublease are $6,642 and $33,209 at June 30, 1997 and 1996, respectively. 5. STOCKHOLDERS' EQUITY On December 16, 1994, the Company entered into a Stock Purchase Option Agree- ment with a third-party. Under the terms of the agreement, the Company sold sold one share of convertible preferred stock to the third-party for $1,500,000. The Company also authorized 1,250,000 shares of Class B common stock which was reserved for issuance upon the conversion of the preferred stock. 10 On July 17, 1996, the Stock Purchase Option Agreement with the holder of the preferred stock was amended to allow the holder of the preferred stock to accelerate the date to exercise the option to purchase all of the issued and outstanding Class A common stock of the Company. The option is exercisable for a period of thirty days after release of the Company's audited financial statements for the year ended June 30, 1997. The holder of the preferred stock converted all of the preferred stock to Class B common stock which is a condition precedent to the right to exercise the option to purchase all of the outstanding shares of Class A common stock of the Company. The Company expects the option to be exercised which will require all related party balances to be settled prior to the purchase. As a result, accrued officers salaries and the related interest payable have been classified as current liabilities on the balance sheet. 6. INCOME TAXES The Company paid $1,161,001 and $-0- in income taxes during the years ended June 30, 1997 and 1996, respectively. Significant components of the Company's current deferred tax liabilities and assets at June 30, 1997 and 1996 are as follows: 1997 1996 ------------------------------ Deferred tax liabilities: Tax over book depreciation $ 259,692 $ 228,320 Software development costs 239,578 - ----------------------------- 499,270 228,320 Deferred tax assets: Allowance for doubtful accounts 45,275 12,677 Accrued salaries and interest 188,068 184,877 Accrued leave 77,914 44,477 Other 4,322 5,943 Net operating loss carryforwards - 157,005 ------------------------------ Total deferred tax assets 315,579 404,979 ------------------------------ Net deferred tax (liability) assets $ (183,691) $ 176,659 ============================== 11 Significant components of the provision for income taxes (benefit) are as follows: 1997 1996 ------------------------------ Current: Federal $ 1,598,610 $ 3,847 State 163,325 - Benefit of operating loss carryforward (143,000) - ------------------------------ Total current 1,618,935 3,847 Deferred: Federal 314,150 (56,056) State 46,200 (8,244) ------------------------------ Total deferred 360,350 (64,300) ------------------------------ $ 1,979,285 $ (60,453) ============================== 7. RELATED PARTY TRANSACTIONS The Company has a note payable to a stockholder of the Company for $8,333 at June 30, 1997 and 1996 bearing interest at 8%. Payment of the principal balance and accrued interest will be made upon demand except where the Company is restricted from doing so by any agreements with third-parties in force at that time. The Company has notes and accrued interest receivable from stockholders of the Company of $418,833 and $448,783 at June 30, 1997 and 1996, respect- tively, which bear interest at 8%. The Company incurred $269,202 in expenses with an affiliated company for con- tracted services of which $38,857 is included in accounts payable at June 30, 1997. The Company had $188,037 of revenue from an affiliated company during the year ended June 30, 1997. 8. SAVINGS AND RETIREMENT PLAN The Company has a savings and retirement plan (Plan) for all eligible employees pursuant to Section 401(k) of the Internal Revenue Code. The Company will match employee contributions to the Plan at a level determined annually by the Company's Board of Directors. The Company's contribution for the years ended June 30, 1997 and 1996 was $6,009 and $3,400, respectively. 12 9. STOCKHOLDERS' AGREEMENT Certain members of management are also stockholders of the Company and owned approximately 60% of the Class A common stock at June 30, 1997. Under a stock purchase agreement, the Company is committed to purchase management's common stock in the event of death, retirement or termination of employ- ment. The price to be paid for the common stock is set by formula in the Employee Stock Purchase Agreement. As discussed in Note 5, the holder of the Class B common stock has the right to exercise an option to purchase all of the outstanding shares of Class A common stock of the Company for a period of 30 days after release of the Company's audited financial statements for the year ended June 30, 1997 which would include all the stock held by members of management. 10. CONTINGENCY The Company entered into an agreement with a customer whereby the Company must deliver the final version of software currently under development by August 1, 1999. If the software is not ready to be released to the customer by August 1, 1999, the Company must pay a penalty of $195,000. Management estimates that delivery of the software under development will occur prior to the deadline and no penalty will be incurred and, therefore, no accrual for this contingency has been recorded in the financial statements. 11. STOCK OPTION PLANS During 1996, the Board of Directors approved the TXEN, Inc., 1996 Incentive Stock Option Plan which authorized the issuance of options to purchase up to 100,000 shares of common stock and the Key Employee Incentive Stock Option Plan which authorized the issuance of options to purchase up to 40,000 shares of common stock. All options under the 1996 Plans have 5-year terms. Incen- tive stock options vest and become exercisable at the end of 2 years of continued employment while non-qualified stock options are exercisable upon grant. Pro forma information regarding net income is required by SFAS 123, and has been determined as if the Company had accounted for its employee stock options under the fair value method required by SFAS 123. The fair value for these options was estimated at the date of grant using the minimum value method with the following assumptions for 1996: risk-free interest rates of 6.30%; weighted-average expected life of the options of 4 years; no volatility factors of the expected market price of the Company's common stock because the Company is privately held; and no dividend yields. If the Company had adopted SFAS 123 in accounting for its stock options granted in fiscal year 1996, its net income would have been decreased by approximately $31,000. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The effect of applying pro-forma disclosures based on SFAS 123 are not likely to be representative of the effects on future net income. As of June 30, 1996, there were no options which had been exercised. During fiscal 1997, 123,371 shares were granted with an exercise price of $6.20 and remain out- standing at June 30, 1997. The weighted average fair value of options granted during the year was $6.78 with a weighted average contractual life of 4.2 years. 13 SIGNATURE --------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to the Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. NICHOLS RESEARCH CORPORATION January 15, 1999 By: Allen E. Dillard - ---------------- ---------------- Date Allen E. Dillard Corporate Vice President, Chief Financial Officer and Corporate Treasurer -----END PRIVACY-ENHANCED MESSAGE-----