-----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, J+Kqpu2iNwXlpl1n4eOP5yor6+y7JR1ooRli8R24FiZBGxcTQBFROlEpMynaMf52 +ZkFB+qpSGG+RcfrcVa8Kw== 0000950137-07-002100.txt : 20070213 0000950137-07-002100.hdr.sgml : 20070213 20070213161555 ACCESSION NUMBER: 0000950137-07-002100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070213 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPSS INC CENTRAL INDEX KEY: 0000869570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 362815480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22194 FILM NUMBER: 07610386 BUSINESS ADDRESS: STREET 1: 233 S WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123292400 MAIL ADDRESS: STREET 1: 233 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 c12260e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) February 13, 2007 --------------------------- SPSS Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 000-22194 36-2815480 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation) File Number) Identification No.) 233 South Wacker Drive, Chicago, Illinois 60606 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 651-3000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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 February 13, 2007, SPSS Inc. issued a press release announcing its results for its fiscal quarter and fiscal year ended December 31, 2006. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by SPSS under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such filing. ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 99.1 SPSS Press Release, dated February 13, 2007 (furnished pursuant to Item 2.02) 2 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 hereunto duly authorized. SPSS INC. By: /s/ Raymond H. Panza ----------------------------------- Raymond H. Panza Executive Vice President, Corporate Operations, Chief Financial Officer Dated: February 13, 2007 and Secretary 3 EX-99.1 2 c12260exv99w1.txt PRESS RELEASE (SPSS LOGO) FOR IMMEDIATE RELEASE Contact: Janine Warell 312-261-6535 jwarell@spss.com SPSS REPORTS RECORD FOURTH QUARTER AND FISCAL YEAR REVENUES AND RECORD OPERATING INCOME EPS REDUCED BY A NON-CASH INCOME TAX CHARGE CHICAGO, Ill. (USA), February 13, 2007 -- SPSS Inc. (NASDAQ: SPSS), a worldwide provider of predictive analytics software, today announced revenues and earnings for its fourth quarter and fiscal year ended December 31, 2006. The company reported 2006 fourth quarter revenues of $71.1 million, an increase of 14 percent from the same quarter of 2005, driven by increased sales across all product lines and major geographical regions. New license revenues for the 2006 fourth quarter were $35.8 million, up 20 percent over the fourth quarter of 2005. Revenues in the 2006 fiscal year were $261.5 million, an 11 percent increase from $236.1 million in the 2005 fiscal year. New license revenues for the 2006 fiscal year were $125.0 million, up 16 percent from $107.6 million in the 2005 fiscal year. "Our strong revenue growth for the fourth quarter and full year reflect solid product advancements and a go-to-market strategy that is gaining momentum in the predictive analytics market," said Jack Noonan, SPSS president and chief executive officer. "Simply put, the predictive analytics market continues to expand and we are leveraging our leadership position in that market." Operating income in the 2006 fourth quarter increased 36 percent to $11.7 million, or 16 percent of total revenues, from $8.6 million, or 14 percent of total revenues, in the same quarter of 2005. Operating income for the 2006 fiscal year increased 22 percent to $34.3 million, or 13 percent of total revenues, from $28.0 million, or 12 percent of total revenues, for the 2005 fiscal year. 2006 operating income includes the effect of expenses for share-based compensation of $1.7 million and $6.7 million in the fourth quarter and full-year periods, respectively. Excluding share-based compensation expenses, 2006 operating income would have been $13.4 million for the fourth quarter, or 19 percent of total revenues, and $41.0 million for the fiscal year, or 16 percent of total revenues. (See attached reconciliation table for effects of share based compensation expense and comparison with prior year periods.) Noonan further said, "We are realizing the benefits of the organizational and operational changes we implemented over the past two years. With the convergence of the right people, the right products, and the right market conditions, we are well positioned to build on the successes of 2006." In connection with its ongoing worldwide income tax audits, the company recently became aware of information relating to open tax years and has estimated that certain deferred tax assets on its balance sheet may no longer be realizable. Due to the possible loss of these tax attributes, the company recorded a non-cash charge of $6.9 million to income tax expense in the 2006 fourth quarter to establish a valuation allowance with a corresponding reduction in deferred income taxes on the company's balance sheet. The effect of this income tax charge was to reduce 2006 diluted earnings per share (EPS) by $0.33 for the fourth quarter and by $0.34 for the fiscal year. As a result of this income tax reserve, reported EPS for the 2006 fourth quarter were $0.10 compared to $0.30 for the same period of 2005. EPS for the 2006 fiscal year were $0.73, compared to $0.85 for the 2005 fiscal year. The effective income tax rates for the 2006 fourth quarter and fiscal year were 85 percent and 56 percent, respectively, compared to effective income tax rates of 40 percent and 41 percent in the same periods of 2005. Cash totaled $140.2 million as of December 31, 2006, compared with $84.4 million as of December 31, 2005 and $119.5 million as of September 30, 2006. Cash flow from operations in the 2006 fourth quarter was $22.3 million compared with $17.4 million for the same period in 2005. For the 2006 fiscal year, cash flow from operations was $48.2 million. PRODUCT LEADERSHIP CONTINUES TO BRING MARQUEE-NAME CUSTOMERS New license sales in the 2006 fourth quarter were driven by a significantly increased number of sales transactions over $100,000, including: - GfK AG, a market research firm based in Germany, expanded its investment in SPSS technology to better analyze the results of its market research activities. - Clementine(R) was purchased by music company Live Nation for customer segmentation analyses; Musicians Friend, an online provider of musical products and instruments for market basket analysis, customer segmentation and up-sell/cross-sell opportunities; and The Bon-Ton Stores, Inc., to better understand and predict the future behavior of its customers toward increasing sales and customer satisfaction. - Bernett Research, a market research and data collection firm, purchased Dimensions(TM) to expand the mix of their existing call center business, conduct studies for varied sets of marketing research companies, and offer a more cost-effective interviewing service to their customer base. - BZ WBK S.A. Bank, a commercial bank based in Poland licensed Clementine(TM), Predictive Enterprise Services(TM) and Text Mining for Clementine(R) to improve their marketing campaign optimization, and to serve as the bank's corporate data mining system. This implementation will be used for customer relationship management (CRM) projects, as well as credit risk analysis and for fraud prevention. - Hewitt Associates, Inc. purchased Dimensions(TM) to create an embedded survey research platform for conducting their clients' employee opinion surveys. SPSS also continued to upgrade its market-leading software, issuing several new versions with advanced functions and capabilities, including: - One of the most robust versions of its market-leading data mining software, Clementine 11.0, with dramatically enhanced solutions through the addition of data analytic techniques and innovative graphic capabilities. A key component of the company's market-leading predictive analytics offerings, this release now tightly integrates with the SPSS statistical products, giving users easy access to statistical and data management capabilities. - The latest version of its flagship statistical software package, SPSS 15.0. The product's new features improve graphical and other output functionality, data and access management, as well as advanced analytics and connectivity with other SPSS products. - An upgraded version of its survey research product suite, Dimensions 4.0(TM), which enables clients to further optimize customer-centric research processes and organizations to make stronger business decisions. OUTLOOK AND GUIDANCE "Our 2006 financial results reflect solid execution and worldwide productivity improvements," said Raymond Panza, SPSS executive vice president and chief financial officer. "Going forward, we expect to see the continued positive effects of disciplined financial management throughout the organization. With a continuing focus on cash, we expect to continue to build our financial foundation to support future growth." Panza continued, "For the 2007 first quarter, revenues are expected to be between $68.0 million and $70.0 million with EPS in the range of $0.23 to $0.27. For the 2007 fiscal year, we expect revenues of between $285.0 million and $295.0 million, with EPS in the range of $1.20 to $1.30. This guidance assumes an expected effective income tax rate of 38 percent and includes expected expense for share based compensation of $0.06 and $0.26 for the 2007 first quarter and fiscal year, respectively." CONFERENCE CALL The company will host a conference call at 5:00 p.m. CT on February 13, 2007, to discuss its financial results. The live call will be broadcast online at www.spss.com/invest. Those interested in participating in the live call should dial 800-510-9661 in the United States and 617-614-3452 internationally. The live call pass code is 87163601. A replay will be available via phone for one week after the call. To access it, participants should dial 888-286-8010 in the United States or 617-801-6888 internationally. Access code 40082257 is required for the replay. An archived version of the call will also be made available online at www.spss.com/invest approximately two hours after the live call. ABOUT SPSS INC. SPSS Inc. (NASDAQ: SPSS) is a leading worldwide provider of predictive analytics software and solutions. The company's offerings connect data to effective action by drawing reliable conclusions about current conditions and future events. More than 250,000 public sector, academic, and commercial customers, including 95 percent of the Fortune 1000 companies, rely on SPSS software to increase revenues, reduce costs, improve critical business processes, and detect and prevent fraud. Founded in 1968, SPSS is headquartered in Chicago, Illinois. For additional information, please visit www.spss.com. SAFE HARBOR STATEMENT This press release contains forward-looking information made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements can be identified by phrases such as "anticipates," "believes," "estimates," "expects," "plans," "intends," "could," "designed," "should be" and other similar expressions which denote expectations of future events rather than statements of fact. These forward-looking statements involve factors that are subject to risks and uncertainties. These risks and uncertainties, which may not be currently ascertainable and many of which are beyond the Company's control, may cause the Company's actual results, performance or achievements to be materially different than the results, performance or achievements expressed in or implied by the forward-looking statements. These risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission ("SEC"). Copies of these filings are available either on the SEC's website at www.sec.gov or from the Company's investor relations department. In light of these risks and uncertainties, the inclusion of forward-looking statements in this press release should not be regarded as a representation by the Company that any future results, performance or achievements will be attained. These forward-looking statements speak only as of the date on which they are made. The Company assumes no obligation to update the forward-looking statements contained in this press release. SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE) (UNAUDITED)
Three Months Ended December 31, -------------------------------------- Yr/Yr % of Total Revenue 2006 2005 % Chg. 2006 2005 ---- ---- ------ ---- ---- Net revenues: License fees $35,819 $29,799 20% 50% 48% Maintenance 27,816 25,453 9% 39% 41% Services 7,508 6,982 8% 11% 11% ------- ------- ------- ------- Net revenues 71,143 62,234 14% 100% 100% ------- ------- ------- ------- Operating expenses: Cost of license and maintenance revenues 5,030 4,630 9% 7% 7% Sales, marketing and services 30,722 30,025 2% 43% 48% Research and development 14,263 11,807 21% 20% 19% General and administrative 9,433 7,185 31% 14% 12% ------- ------- ------- ------- Operating expenses 59,448 53,647 11% 84% 86% ------- ------- ------- ------- Operating income 11,695 8,587 36% 16% 14% ------- ------- ------- ------- Other income (expense): Net interest income 1,205 140 NM 2% -- Gain on divestiture of Sigma-series product line -- 1,000 NM 0% 2% Other 701 154 355% 1% -- ------- ------- ------- ------- Other income (expense) 1,906 1,294 47% 3% 2% ------- ------- ------- ------- Income before income taxes 13,601 9,881 38% 19% 16% Income tax expense 11,603 3,991 191% 16% 7% ------- ------- ------- ------- Net income $ 1,998 $ 5,890 -66% 3% 9% ======= ======== ======= ======== Basic net income per common share $ 0.10 0.32 -69% Diluted net income per common share $ 0.10 0.30 -67% Share data: Shares used in basic per share computation 19,733 18,308 8% Shares used in diluted per share computation 20,794 19,516 7%
SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE) (UNAUDITED)
Full Year Ended December 31, --------------------------------------------- Yr/Yr % of Total Revenue 2006 2005 % Chg. 2006 2005 ---- ---- ------ ---- ---- Net revenues: License fees $ 125,017 $ 107,568 16% 48% 46% Maintenance 109,277 102,241 7% 42% 43% Service 27,238 26,254 4% 10% 11% --------- --------- --------- -------- Net revenues 261,532 236,063 11% 100% 100% --------- --------- --------- -------- Operating expenses: Cost of license and maintenance revenues 17,479 16,381 7% 7% 7% Cost of license and maintenance revenues -- software write-off 1,283 -- NM 0% -- Sales, marketing and services 124,127 117,872 5% 47% 50% Research and development 51,595 45,418 14% 20% 19% General and administrative 32,745 28,368 15% 13% 12% --------- --------- --------- -------- Operating expenses 227,229 208,039 9% 87% 88% --------- --------- --------- -------- Operating income 34,303 28,024 22% 13% 12% --------- --------- --------- -------- Other income (expense): Net interest income 3,139 161 NM 1% -- Gain on divestiture of Sigma-series product line 1,000 1,000 NM 1% 1% Other (3,981) (2,013) 98% -2% -1% --------- --------- --------- -------- Other income (expense) 158 (852) -119% 0% 0% --------- --------- --------- -------- Income before income taxes 34,461 27,172 27% 13% 12% Income tax expense 19,321 11,080 74% 7% 5% --------- --------- --------- -------- Net income $ 15,140 $ 16,092 -6% 6% 7% ========== ========= ========== ========= Basic net income per common share $ 0.78 $ 0.88 -11% Diluted net income per common share $ 0.73 $ 0.85 -14% Share data: Shares used in basic per share computation 19,451 18,228 7% Shares used in diluted per share computation 20,645 18,880 9%
SPSS INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED)
DECEMBER 31, DECEMBER 31, 2006 2005 ---------------------- ---------------------- ASSETS Current assets Cash and cash equivalents $ 140,203 $ 84,408 Accounts receivable, net 53,814 42,488 Inventories, net 752 879 Deferred income taxes 3,784 5,624 Prepaid income taxes 3,285 5,067 Other current assets 4,692 5,233 ---------------------- ---------------------- Total current assets 206,530 143,699 Net property, equipment and leasehold improvements 17,708 20,441 Capitalized software development costs, net 31,583 28,522 Goodwill 41,923 41,207 Intangibles, net 3,470 3,627 Deferred income taxes 28,714 32,938 Other noncurrent assets 2,566 1,463 ---------------------- ---------------------- Total assets $ 332,494 $ 271,897 ====================== ====================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable $ - $ 2,500 Accounts payable 6,496 9,678 Income and value added taxes payable 10,249 9,024 Deferred revenues 73,483 63,980 Other accrued liabilities 24,203 21,102 ---------------------- ---------------------- Total current liabilities 114,431 106,284 Noncurrent deferred income taxes 795 449 Noncurrent notes payable - 872 Other noncurrent liabilities 745 546 Stockholders' equity Common Stock 198 187 Additional paid-in capital 211,668 177,440 Deferred compensation (5,756) (1,069) Accumulated other comprehensive loss (1,335) (9,420) Retained earnings (Accumulated deficit) 11,748 (3,392) ---------------------- ---------------------- Total stockholders' equity 216,523 163,746 ---------------------- ---------------------- Total liabilities and stockholders' equity $ 332,494 $ 271,897 ====================== ======================
SPSS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
YEAR ENDED DECEMBER 31, ---------------------- 2006 2005 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 15,140 $ 16,092 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 16,536 16,948 Deferred income taxes 6,410 (1,711) Tax benefit from stock option exercises -- 2,749 Amortization of share-based compensation 6,704 504 Write-off of software 1,283 -- Gain on sale of product line (1,000) (1,000) Changes in assets and liabilities: Accounts receivable (8,872) 3,984 Inventories 136 (125) Prepaid and other assets 676 (147) Accounts payable (3,382) 3,841 Accrued expenses 2,403 (1,488) Income taxes 2,755 3,991 Deferred revenue 5,898 5,916 Other, net 3,523 1,955 --------- --------- Net cash provided by operating activities 48,210 51,509 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (4,287) (7,543) Capitalized software development costs (12,761) (9,021) Proceeds from the divestiture of Sigma-series product line 1,000 1,000 Purchase of business and intangibles -- (780) --------- --------- Net cash used in investing activities (16,048) (16,344) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net repayments under line-of-credit agreements (3,372) (2,509) Proceeds from stock option exercises and employee stock purchase plan 19,884 17,544 Tax benefit from stock option exercises 3,434 -- --------- --------- Net cash provided by financing activities 19,946 15,035 --------- --------- Effect of exchange rates on cash 3,687 (2,899) --------- --------- Net change in cash and cash equivalents 55,795 47,301 Cash and cash equivalents at beginning of period 84,408 37,107 --------- --------- Cash and cash equivalents at end of period $ 140,203 $ 84,408 ========= =========
SPSS INC. AND SUBSIDIARIES SUPPLEMENTAL INFORMATION--EFFECT OF SHARE-BASED COMPENSATION ON OPERATING INCOME (IN THOUSANDS, EXCEPT PERCENT AMOUNTS) (UNAUDITED)
Three Months Ended December 31, -------------------------------------------------------------------------------- Adjusted To Exclude Reported--GAAP Share-Based Compensation Share-Based Compensation ------------------ ------------------------ ------------------------ 2006 2005 2006 2005 2006 2005 ------- ------- ------- ------- ------- ------- Net revenues $71,143 $62,234 $ -- $ -- $71,143 $62,234 ------- ------- ------- ------- ------- ------- Operating expenses: Cost of license and maintenance revenues 5,030 4,630 -- -- 5,030 4,630 Cost of license and maintenance revenues -- software write-off Sales, marketing and services 30,722 30,025 660 -- 30,062 30,025 Research and development 14,263 11,807 504 -- 13,759 11,807 General and administrative 9,433 7,185 512 247 8,921 6,938 ------- ------- ------- ------- ------- ------- Operating expenses 59,448 53,647 1,676 247 57,772 53,400 ------- ------- ------- ------- ------- ------- Operating income $11,695 $ 8,587 $(1,676) $ (247) $13,371 $ 8,834 ======= ======= ======= ======= ======= ======= Operating income as % of revenues 16% 14% 19% 14% ======= ======= ======= =======
Year Ended December 31, ---------------------------------------------------------------------------- Adjusted To Exclude Reported--GAAP Share-Based Compensation Share-Based Compensation -------------------- ------------------------ ------------------------ 2006 2005 2006 2005 2006 2005 -------- -------- -------- -------- -------- -------- Net revenues $261,532 $236,063 $ -- $ -- $261,532 $236,063 -------- -------- -------- -------- -------- -------- Operating expenses: Cost of license and maintenance revenues 17,479 16,381 -- -- 17,479 16,381 Cost of license and maintenance revenues -- software write-off 1,283 -- 1,283 -- Sales, marketing and services 124,127 117,872 2,022 -- 122,105 117,872 Research and development 51,595 45,418 1,425 -- 50,170 45,418 General and administrative 32,745 28,368 3,257 504 29,488 27,864 -------- -------- -------- -------- -------- -------- Operating expenses 227,229 208,039 6,704 504 220,525 207,535 -------- -------- -------- -------- -------- -------- Operating income $ 34,303 $ 28,024 $ (6,704) $ (504) $ 41,007 $ 28,528 ======== ======== ======== ======== ======== ======== Operating income as % of revenues 13% 12% 16% 12% ======== ======== ======== ========
NOTE - Share-Based Compensation In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment ("SFAS No. 123(R)" or the "Statement"). This Statement is a revision of SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"), and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"), and its related implementation guidance. On January 1, 2006, the Company adopted the provisions of SFAS No. 123(R) using the modified prospective method. SFAS No. 123(R) focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. Prior to the adoption of SFAS No. 123(R), the Company followed the intrinsic value method in accordance with APB No. 25 to account for its employee stock options and share-based awards in 2005. Results for fiscal 2005 have not been restated. Accordingly, no compensation expense was recognized for share-based awards granted in connection with the issuance of stock options under the Company's equity incentive plans; however, compensation expense was recognized in connection with the issuance of restricted share units and stock options granted to non-employees under the Company's equity incentive plans. The Company has provided the effects of share-based compensation to show the comparable year effects of share-based compensation and the related effects on operating income thereby facilitating year over year comparisons. -----END PRIVACY-ENHANCED MESSAGE-----