SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1995
Commission file number 0-14140
First Albany Companies Inc.
(Exact name of registrant as specified in its charter)
New York 22-2655804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 State Street, Albany, NY 12207
(Address of principal executive offices) (Zip Code)
(518) 447-8500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X (1) No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
4,310,356 Shares of Common Stock were outstanding as of
the close of business on July 21, 1995.
FIRST ALBANY COMPANIES INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PAGE
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Financial
Condition at June 30, 1995 and
September 30, 1994...................... 3
Condensed Consolidated Statements of Operations
for the Three Months and Nine Months Ended
June 30, 1995 and June 24, 1994......... 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended June 30, 1995
and June 24, 1994........................ 5
Notes to Condensed Consolidated Financial
Statements............................... 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................. 8-13
Part II - Other Information
Item 1. Legal Proceedings...................... 14
Item 6. Exhibits and Reports on Form 8-K....... 15-17
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
===============================================================================
June 30, September 30,
1995 1994
(In thousands of dollars) (Unaudited)
-------------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 3,123 $ 3,165
Cash and securities segregated
under federal regs, 300
Securities borrowed 314,189 331,209
Receivables from
Brokers, dealers and
clearing agencies 3,065 1,511
Customers 87,726 96,830
Others 12,703 18,358
Securities owned 44,496 20,988
Office equipment and leasehold
improvements, net 5,768 5,151
Other assets 7,563 5,537
-------------------------------------------------------------------------------
Total assets $ 478,933 $ 482,749
===============================================================================
Liabilities and Stockholders' Equity
Liabilities
Short-term bank loans $ 35,513 $ 38,921
Securities loaned 328,163 329,478
Payables to
Brokers, dealers and
clearing agencies 4,037 5,077
Customers 43,647 56,949
Others 12,910 1,663
Securities sold but not
yet purchased 4,894 3,724
Accounts payable 1,584 1,411
Accrued compensation 6,664 9,149
Accrued expenses 4,130 3,053
Notes payable 1,969 94
-------------------------------------------------------------------------------
Total liabilities 443,511 449,519
-------------------------------------------------------------------------------
Commitments and Contingencies
Stockholders' Equity
Common stock $ 47 $ 44
Additional paid-in-capital 18,354 16,489
Retained earnings 18,966 19,099
Less treasury stock at cost (1,945) (2,402)
-------------------------------------------------------------------------------
Total stockholders' equity $ 35,422 $ 33,230
-------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $ 478,933 $ 482,749
===============================================================================
See notes to the condensed consolidated financial statements.
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
================================================================================================================
Three Months Ended Nine Months Ended
(In thousands of dollars except for June 30, June 24, June 30, June 24,
per share and outstanding share amounts) 1995 1994 1995 1994
----------------------------------------------------------------------------------------------------------------
Revenues
Commissions $ 8,484 $ 6,395 $ 22,409 $ 23,271
Principal transactions 11,408 8,526 32,976 27,567
Investment banking 4,039 3,426 9,841 14,241
Interest 7,144 4,364 19,192 11,441
Fees and other 1,685 1,879 5,051 4,973
----------------------------------------------------------------------------------------------------------------
Total revenues 32,760 24,590 89,469 81,493
Interest expense 5,681 2,842 14,405 7,404
----------------------------------------------------------------------------------------------------------------
Net revenues 27,079 21,748 75,064 74,089
----------------------------------------------------------------------------------------------------------------
Expenses (excluding interest)
----------------------------------------------------------------------------------------------------------------
Compensation and benefits 18,459 14,640 51,849 49,976
Clearing, settlement and
brokerage costs 609 484 1,610 1,467
Communications and data processing 2,037 1,830 5,678 5,298
Occupancy and depreciation 1,699 1,453 4,977 4,198
Selling 1,166 1,277 3,469 3,614
Other 1,524 1,228 3,900 3,694
----------------------------------------------------------------------------------------------------------------
Total expenses (excluding interest) 25,494 20,912 71,483 68,247
----------------------------------------------------------------------------------------------------------------
Income before income taxes 1,585 836 3,581 5,842
----------------------------------------------------------------------------------------------------------------
Income tax expense 592 298 1,234 2,334
----------------------------------------------------------------------------------------------------------------
Net income $ 993 $ 538 $ 2,347 $ 3,508
================================================================================================================
Net income per common and
common equivalent share:
Primary $ 0.22 $ 0.12 $ 0.53 $ 0.78
Fully diluted 0.22 0.12 0.53 0.78
================================================================================================================
Weighted average common
and common equivalent
shares outstanding:
Primary 4,504,799 4,419,798 4,467,205 4,476,552
Fully diluted 4,504,799 4,419,798 4,468,241 4,476,552
================================================================================================================
Dividend per common share outstanding
$ 0.05 $ 0.05 $ 0.10 $ 0.10
================================================================================================================
See notes to the condensed consolidated financial statements.
FIRST ALBANY COMPANIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
======================================================================================
Nine Months Ended
June 30, June 24,
(In thousands of dollars) 1995 1994
--------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 2,347 $ 3,508
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 1,687 1,066
(Increase) decrease in operating assets:
Cash and securities segregated under federal regs. (300) 250
Securities purchased under agreement to resell 2,806
Net receivable from customers (4,198) (15,262)
Net receivables from others (17,138)
Securities owned, net (22,338) 503
Other assets (2,026) 2,194
Increase (decrease) in operating liabilities:
Securities loaned, net 15,705 462
Net payable to brokers, dealers, and
clearing agencies (2,594) (640)
Net payable to others 16,902
Securities sold under agreement to repurchase (2,825)
Accounts payable and accrued expenses (1,235) (3,045)
--------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 3,950 (28,121)
--------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of furniture, equipment, and leaseholds (2,304) (2,184)
--------------------------------------------------------------------------------------
Net cash used in investing activities (2,304) (2,184)
--------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds (payments) of short-term bank loans (3,408) 31,100
Payments of subordinated notes (2,250)
Proceeds (payments) of notes payable 1,875 (347)
Proceeds from issuance of common stock from treasury 242 332
Purchase of treasury stock (1,073)
Proceeds from issuance of restricted stock 203 137
Dividends paid (600) (550)
--------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (1,688) 27,349
--------------------------------------------------------------------------------------
Decrease in cash (42) (2,956)
Cash at beginning of the year 3,165 6,971
--------------------------------------------------------------------------------------
Cash at end of period $ 3,123 $ 4,015
======================================================================================
Supplemental disclosures of cash flow information: Income tax payments totaled
$831 in 1995 and $2,170 in 1994. Interest payments totaled $13,317 in 1995
and $7,128 in 1994.
See notes to the condensed consolidated financial statements.
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.Basis of Presentation
In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments, including
only normal, recurring adjustments, necessary for a fair
presentation of results for such periods. The results for any
interim period are not necessarily indicative of results for the
full year. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted. These
consolidated financial statements should be read in conjunction with
financial statements and notes for the year ended September 30,
1994.
2.Receivables from Others
Amounts receivable from others as of:
--------------------------------------------------------------------------
June 30, September 30,
(In thousands of dollars) 1995 1994
==========================================================================
Adjustment to record
securities owned on
a trade date basis, net $ 8,080 $15,040
Others 4,623 $ 3,318
--------------------------------------------------------------------------
Total $12,703 $18,358
==========================================================================
Amounts receivable and payable for securities transactions that
have not reached their contractual settlement date are recorded net
on the Statement of Financial Condition.
3.Notes Payable
Notes payable consist of:
A note for $1,906,340, which is collateralized by fixed assets,
is payable in monthly payments of principal and interest of $65,005
which commenced on May 1, 1995. If the interest rate changes (which
is prime [9.00% at June 30, 1995] plus 1.5%), the amount of the
monthly payment will change to reflect the new interest rate. The
note matures April 1, 1998.
An unsecured note for $62,500 is payable in quarterly
installments of $15,625 plus interest at the prime rate (9.00% at
June 30, 1995) plus 1/2%. The note matures March 25, 1996.
4.Contingencies
In the normal course of business, the Company has been named a
defendant, or otherwise has possible exposure, in several claims.
Certain of these are class actions which seek unspecified damages
that could be substantial. Although there can be no assurance as to
the eventual outcome of litigation in which the Company has been
named as a defendant or otherwise has possible exposure, the Company
has provided for those actions most likely to result in adverse
dispositions. Although further losses are possible, the opinion of
management, based upon the advice of its attorneys and general
counsel, is that such litigation will not, in the aggregate, have a
material adverse effect on the Company's liquidity or financial
position, although it could have a material effect on quarterly or
annual operating results in the period in which it is resolved.
FIRST ALBANY COMPANIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Continued)
5.Stockholders' Equity
On October 27, 1994, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the fourth quarter, ended
September 30, 1994, along with a 5% stock dividend. Both were
payable on November 23, 1994, to shareholders of record on November
9, 1994.
On January 24, 1995, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the first quarter, ended
December 31, 1994, payable on February 21, 1995, to shareholders of
record on February 7, 1995.
On April 22, 1995, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the second quarter, ended
March 31, 1995, along with a 5% stock dividend. Both are payable on
May 22, 1995, to shareholders of record on May 8, 1995.
On July 27, 1995, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the third quarter, ended
June 30, 1995, payable on August 24, 1995, to shareholders of record
on August 10, 1995.
6.Net Income Per Common and Common Equivalent Share
Net income per common and common equivalent share for both the
primary and fully diluted computation have been based upon the
weighted average number of common shares and the dilutive common
stock equivalents outstanding. The dilutive effect of the common
stock equivalents was determined using the treasury stock method.
Net income per common and common equivalent share, along with
both the primary and fully dilutive weighted average common and
common equivalent shares outstanding, have been adjusted to reflect
all of the 5% stock dividends declared, including the 5% stock
dividend declared in July 1995, payable on 1995.
7.Net Capital Requirements
The Company's broker-dealer subsidiary, First Albany Corporation,
is subject to the Securities and Exchange Commission's Uniform Net
Capital Rule which requires the maintenance of a minimum net capital
as calculated and defined by the Rule. As of June 30, 1995, the
broker-dealer subsidiary had aggregate net capital, as defined, of
$17,295,000 --- exceeding the required net capital by $15,439,000.
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1995 VS. 1994
=============================================================================================================
1995 vs.
Three Months Ended 1994 Percentage
June 30, June 24, Increase Increase
(In thousands of dollars) 1995 1994 (Decrease) (Decrease)
-------------------------------------------------------------------------------------------------------------
Revenues
Commissions $ 8,484 $ 6,395 $ 2,089 33%
Principal transactions 11,408 8,526 2,882 34%
Investment banking 4,039 3,426 613 18%
Interest income 7,144 4,364 2,780 64%
Fees and others 1,685 1,879 (194) (10)%
-------------------------------------------------------------------------------------------------------------
Total revenues 32,760 24,590 8,170 33%
Interest expense 5,681 2,842 2,839 100%
-------------------------------------------------------------------------------------------------------------
Net revenues 27,079 21,748 5,331 25%
-------------------------------------------------------------------------------------------------------------
Expenses (excluding interest)
Compensation and benefits 18,459 14,640 3,819 26%
Clearing, settlement and
brokerage cost 609 484 125 26%
Communications and
data processing 2,037 1,830 207 11%
Occupancy and depreciation 1,699 1,453 246 17%
Selling 1,166 1,277 (111) (9)%
Other 1,524 1,228 296 24%
-------------------------------------------------------------------------------------------------------------
Total expenses (excluding interest) 25,494 20,912 4,582 22%
-------------------------------------------------------------------------------------------------------------
Income before income taxes 1,585 836 749 90%
-------------------------------------------------------------------------------------------------------------
Income tax expense 592 298 294 99%
-------------------------------------------------------------------------------------------------------------
Net income $ 993 $ 538 $ 455 85%
=============================================================================================================
Net interest income
Interest income $ 7,144 $ 4,364 $ 2,780 64%
Interest expense 5,681 2,842 2,839 100%
-------------------------------------------------------------------------------------------------------------
Net interest income $ 1,463 $ 1,522 $ (59) (4)%
=============================================================================================================
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial
position and results of operations during the periods included in
the accompanying condensed consolidated financial statements.
Business Environment
First Albany Corporation, a wholly owned subsidiary of First
Albany Companies Inc. (the Company), is a full service investment
banking and brokerage firm. Its primary business includes the
underwriting, distribution, and trading of fixed income and equity
securities. The investment banking and brokerage business earns
revenues in direct correlation with the general level of trading
activity in the stock and bond markets. This level of activity
cannot be controlled by the Company; however, many of the Company's
costs are fixed. Therefore, the Company's earnings, like those of
others in the industry, reflect the activity in the markets and can
fluctuate accordingly.
Results of Operations
Three Months Periods Ended June 30, 1995 and June 24, 1994
Net Income
Net income for the quarter ended June 30, 1995, was $1.0
million or $0.22 per share compared to $0.5 million or $0.12 per
share a year ago. This quarter's gain reflects our momentum in
technology underwriting and research, stronger institutional
revenues in both equities and municipals, and a double-digit year-
over-year gain in our retail business.
Commissions
Commission revenues increased $2.1 million or 33% in this year's
third quarter, resulting primarily from listed and over-the-counter
agency stock commissions which showed a gain of $2.0 million or 50%.
Principal Transactions
Principal transactions increased $2.9 million or 34% in this
year's third quarter. This increase was comprised of an increase in
equity securities of $1.3 million and an increase in municipal bonds
of $1.4 million.
Investment Banking
Investment banking revenues increased $0.6 million or 18% in this
year's third quarter. Revenues from selling concessions were up
$0.2 million (equities increased $0.5 million while municipals
decreased $0.3 million), as were underwriting fees (up $0.2 million
which was from primarily municipal bonds), and investment banking
fees increased $0.2 million (primarily corporate finance fees).
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1995 VS. 1994
Compensation and Benefits
Compensation and benefits increased $3.8 million or 26% due
primarily to revenues. Sales-related compensation increased $2.8
million, salaries increased $0.9 million, and benefits increased
$0.1 million.
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS COMPARISON OF 1995 VS. 1994
==================================================================================================
1995 vs.
Nine Months Ended 1994 Percentage
June 30, June 24, Increase Increase
(In thousands of dollars) 1995 1994 (Decrease) (Decrease)
--------------------------------------------------------------------------------------------------
Revenues
Commissions $ 22,409 $ 23,271 $ (862) (4)%
Principal transactions 32,976 27,567 5,409 20%
Investment banking 9,841 14,241 (4,400) (31)%
Interest income 19,192 11,441 7,751 68%
Fees and others 5,051 4,973 78 2%
--------------------------------------------------------------------------------------------------
Total revenues 89,469 81,493 7,976 10%
Interest expense 14,405 7,404 7,001 95%
--------------------------------------------------------------------------------------------------
Net revenues 75,064 74,089 975 1%
--------------------------------------------------------------------------------------------------
Expenses (excluding interest)
Compensation and benefits 51,849 49,976 1,873 4%
Clearing, settlement and
brokerage cost 1,610 1,467 143 10%
Communications and
data processing 5,678 5,298 380 7%
Occupancy and depreciation 4,977 4,198 779 19%
Selling 3,469 3,614 (145) (4)%
Other 3,900 3,694 206 6%
--------------------------------------------------------------------------------------------------
Total expenses (excluding interest) 71,483 68,247 3,236 5%
--------------------------------------------------------------------------------------------------
Income before income taxes 3,581 5,842 (2,261) (39)%
--------------------------------------------------------------------------------------------------
Income tax expense 1,234 2,334 (1,100) (47)%
--------------------------------------------------------------------------------------------------
Net income $ 2,347 $ 3,508 $ (1,161) (33)%
==================================================================================================
Net interest income
Interest income $ 19,192 $ 11,441 $ 7,751 68%
Interest expense 14,405 7,404 7,001 95%
--------------------------------------------------------------------------------------------------
Net interest income $ 4,787 $ 4,037 $ 750 19%
==================================================================================================
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Nine Months Period Ended June 30, 1995 and June 24, 1994
Net Income
Net income for the nine months ended June 30, 1995, was $2.3
million or $0.53 per share compared to $3.5 million or $0.78 per
share earned in last year's same nine month period.
Commissions
Commission revenues decreased $0.9 million or 4% in this year's
nine months. This decrease was comprised primarily of a decrease in
mutual funds commission revenues of $2.6 million or 32% offset by an
increase in listed and over-the-counter agency stock commissions of
$1.7 million or 4%.
Principal Transactions
Principal transactions increased $5.4 million or 20% in this
year's nine months. This increase was comprised of higher municipal
bond revenues of $6.7 million and a decrease in taxable fixed income
securities of $1.3 million.
Investment Banking
Investment banking revenues decreased $4.4 million or 31% in this
year's nine months. Revenues from selling concessions decreased
$3.4 million (equities decreased $2.3 million, and municipal bonds
decreased $1.1 million), underwriting fees decreased $0.2 million
(municipal bonds increased $0.7 million, while equities decreased
$0.9 million), and investment banking fees decreased $0.7 million
(primarily municipal finance fees).
Net Interest Income
Net interest income increased $0.8 million due primarily to
increased revenues from customer margin balances.
Compensation and Benefits
Compensation and benefits increased $1.8 million or 4%. Sales-
related compensation decreased $1.4 million, salaries increased $2.7
million, and benefits increased $0.5 million.
Occupancy and depreciation
Occupancy and depreciation expense increased $0.8 million or 19%
in this year's first nine months primarily as a result of our
increased investment in new automated systems.
Income Taxes
Income taxes decreased $1.1 million or 47% in this year's first
nine months due to a decrease in pre-tax earnings. The Company's
effective tax rate decreased to 34% from 40% as a result of an
increased proportion of tax exempt interest income to income before
taxes.
FIRST ALBANY COMPANIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
A substantial portion of the Company's assets, similar to other
brokerage and investment banking firms, is liquid, consisting of
cash and assets readily convertible into cash. These assets are
financed primarily by the Company's interest-bearing and non-
interest-bearing payables to customers, payables to brokers and
dealers secured by loaned securities and bank lines-of-credit.
Securities borrowed and securities loaned will fluctuate due
primarily to the current level of business activity in this area.
Receivables from others decreased due primarily to a decrease in the
adjustment to record securities owned on a trade date basis (See
Note 2). Payables to others increased due primarily to an increase
in securities owned. The Company's broker-dealer subsidiaries---
First Albany Corporation and Northeast Brokerage Services Corp.---at
June 30, 1995 were in compliance with the net capital requirements
of the Securities and Exchange Commission (SEC); and had capital in
excess of the minimum required.
Management believes that funds provided by operations and a
variety of committed and uncommitted bank lines-of-credit---totaling
$120,000,000 of which approximately $84,488,000 were unused as of
June 30, 1995---will provide sufficient resources to meet present and
reasonably foreseeable short-term financing needs.
On October 27, 1994, the Board of Directors declared the
regular quarterly dividend of $0.05 per share for the fourth
quarter, ended September 30, 1994, along with a 5% stock dividend,
both payable on November 23, 1994, to shareholders of record on
November 9, 1994.
On January 24, 1995, the Board of Directors declared the
regular quarterly dividend of $0.05 per share for the first quarter,
ended December 31, 1994, payable on February 21, 1995, to
shareholders of record on February 7, 1995.
On April 22, 1995, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the second quarter, ended
March 31, 1995, along with a 5% stock dividend. Both payable on May
22, 1995 to shareholders of record on May 8, 1995.
On July 27, 1995, the Board of Directors declared the regular
quarterly dividend of $0.05 per share for the third quarter, ended
June 30, 1995, payable on August 24, 1995 to shareholders of record
on August 10, 1995.
The Company believes that funds provided by operations will
also provide sufficient resources to fund the acquisition of office
equipment and leasehold improvements, current long-term loan
repayment requirements, and other long-term requirements.
Part II Other Information
Item 1. Legal Proceedings
In the normal course of business, the Company has been named a
defendant, or otherwise has possible exposure, in several claims.
Certain of these are class actions which seek unspecified damages
that could be substantial. Although there can be no assurance as to
the eventual outcome of litigation in which the Company has been
named as a defendant or otherwise has possible exposure, the Company
has provided for those actions most likely to result in adverse
dispositions. Although further losses are possible, the opinion of
management, based upon the advice of its attorneys and general
counsel, is that such litigation will not, in the aggregate, have a
material adverse effect on the Company's liquidity or financial
position, although it could have a material effect on quarterly or
annual operating results in the period in which it is resolved.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(11) Statement Re: Computations of per share earnings.
(27) Selected Financial Data Schedule BD
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the quarter
ended June 30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
First Albany Companies Inc.
(Registrant)
Date: August 3, 1995 /s/ Alan P. Goldberg
---------------- --------------------
Alan P. Goldberg
President/Director
Date: August 3, 1995 /s/ David J. Cunningham
---------------- -----------------------
David J. Cunningham
Vice President and
Chief Financial Officer
(Principal Accounting Officer)