UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number 1-10581
BENTLEY PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA No. 59-1513162
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4830 W. Kennedy Blvd., Suite 548, Tampa, FL 33609
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 286-4401
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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] NO [_]
The number of shares of the Registrant's common stock outstanding as of May 12,
1998 was 8,427,699.
BENTLEY PHARMACEUTICALS, INC.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998
INDEX
Part I. FINANCIAL INFORMATION PAGE
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of March 31, 1998
(unaudited) and December 31, 1997 3
Consolidated Statements of Operations (unaudited)
for the three months ended March 31, 1998 and 1997 4
Consolidated Statement of Changes in Common
Stockholders' Equity (unaudited) for the three
months ended March 31, 1998 5
Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 1998 and 1997 6
Notes to Consolidated Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Part II. OTHER INFORMATION 15
2
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
March 31, December 31,
1998 1997
-------- --------
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 10,592 $ 11,117
Receivables 2,216 2,428
Inventories 625 714
Prepaid expenses and other 909 750
-------- --------
Total current assets 14,342 15,009
-------- --------
Fixed assets, net 2,784 2,918
Drug licenses and related costs, net 649 691
Other non-current assets, net 2,897 2,425
-------- --------
$ 20,672 $ 21,043
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 1,556 $ 1,493
Accrued expenses 2,044 1,723
Short term borrowings 490 1,140
Current portion of long term debt 5 5
-------- --------
Total current liabilities 4,095 4,361
-------- --------
Long term debt, net 5,355 5,329
-------- --------
Other non-current liabilities 106 110
-------- --------
Commitments and contingencies
Redeemable preferred stock, $1.00 par value,
authorized 2,000 shares:
Series A, issued and outstanding, 60 shares 2,372 2,338
Common Stockholders' Equity
Common stock, $.02 par value, authorized
35,000 shares, issued and outstanding,
8,428 and 8,426 shares 168 168
Stock purchase warrants 556 192
Paid-in capital in excess of par value 81,356 81,382
Accumulated deficit (71,365) (70,982)
Cumulative foreign currency
translation adjustment (1,971) (1,855)
-------- --------
8,744 8,905
-------- --------
$ 20,672 $ 21,043
======== ========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
3
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
For the Three
Months Ended
March 31,
---------------------
1998 1997
------- -------
Sales $ 3,500 $ 4,078
Cost of sales 1,510 2,288
------- -------
Gross margin 1,990 1,790
------- -------
Operating expenses:
Selling, general and administrative 1,924 1,904
Research and development 33 66
Depreciation and amortization 60 84
------- -------
Total operating expenses 2,017 2,054
------- -------
Loss from operations (27) (264)
Other (income) expenses:
Interest expense 270 320
Interest income (148) (17)
Provision for unrealized exchange loss -- 243
Other (income) expense, net -- 16
------- -------
Loss before income taxes (149) (826)
Provision for income taxes 234 --
------- -------
Net loss (383) (826)
Other comprehensive loss:
Foreign currency translation losses (116) (263)
------- -------
Comprehensive loss ($ 499) ($ 1,089)
======= =======
Basic net loss per common share ($ 0.05) ($ 0.26)
======= =======
Weighted average common shares outstanding 8,427 3,346
======= =======
The accompanying Notes to Consolidated Financial
Statements are an integral part of these
financial statements.
4
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
(unaudited)
(In thousands, except per share data)
$.02 Par Value
Common Stock Additional Other
-------------------- Paid-In Accumulated Equity
Shares Amount Capital Deficit Transactions Total
-------- -------- -------- -------- -------- --------
Balance at December 31, 1997 8,426 $ 168 $ 81,382 ($70,982) ($ 1,663) $ 8,905
Exercise of stock options/warrants 2 -- 8 -- -- 8
Issuance of stock options/warrants -- -- -- -- 364 364
Accrual of dividends-preferred stock -- -- (34) -- -- (34)
Foreign currency translation -- -- -- -- (116) (116)
adjustment
Net loss -- -- -- (383) -- (383)
-------- -------- -------- -------- -------- --------
Balance at March 31, 1998 8,428 $ 168 $ 81,356 ($71,365) ($ 1,415) $ 8,744
======== ======== ======== ======== ======== ========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements
5
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Three
Months Ended
March 31,
---------------
(In thousands) 1998 1997
----- -----
Cash flows from operating activities:
Net loss ($383) ($826)
Adjustments to reconcile net loss
to net cash provided by (used in) operating activities:
Depreciation and amortization 60 84
Other non-cash items (25) 324
(Increase) decrease in assets and
increase (decrease) in liabilities:
Receivables 157 223
Inventories 70 58
Prepaid expenses and other current assets (166) 41
Other assets (69) (2)
Accounts payable and accrued expenses 447 (617)
Other liabilities (1) (2)
----- -----
Net cash provided by (used in) operating activities 90 (717)
----- -----
Cash flows from investing activities:
Disposals (additions) to fixed assets 14 (37)
Acquisition of Spanish drug license -- (40)
----- -----
Net cash provided by (used in) investing activities 14 (77)
----- -----
The accompanying Notes to Consolidated Financial
Statements are an integral part of these
financial statements.
6
BENTLEY PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)
(unaudited)
(In thousands)
For the Three
Months Ended
March 31,
--------------------
1998 1997
-------- --------
Cash flows from financing activities:
Net (decrease) increase in short term borrowings ($ 635) $ 143
Proceeds from exercise of stock options/warrants, net 8 5
Payments on capital leases (1) (1)
-------- --------
Net cash (used in) provided by financing activities (628) 147
-------- --------
Effect of exchange rate changes on cash (1) (277)
-------- --------
Net decrease in cash and cash equivalents (525) (924)
Cash and cash equivalents at beginning of period 11,117 4,425
-------- --------
Cash and cash equivalents at end of period $ 10,592 $ 3,501
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
The Registrant paid cash during the period for (in thousands):
Interest $ 232 $ 233
======== ========
Taxes -- $ 12
======== ========
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES
The Registrant has issued Common Stock and Warrants in
exchange for services as follows (in thousands):
Shares issued -- 1
======== ========
Amount -- $ 2
======== ========
The Registrant issued Warrants to purchase 425,000 shares of Common Stock, in
exchange for services, during the three months ended March 31, 1998.
The accompanying Notes to Consolidated Financial
Statements are an integral part of these
financial statements.
7
BENTLEY PHARMACEUTICALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
BASIS OF CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of Bentley Pharmaceuticals, Inc. (the
"Registrant"), at March 31, 1998 and 1997 included herein, have been prepared by
the Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with Generally
Accepted Accounting Principles have been condensed or omitted. It is suggested
that these consolidated financial statements be read in conjunction with the
summary of significant accounting policies and the audited consolidated
financial statements and notes thereto included in the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.
The consolidated financial statements include the accounts of the Registrant and
its wholly owned subsidiaries: Bentley Healthcare Corporation (f/k/a Belmac
Healthcare Corporation) and its wholly owned subsidiary - Belmac Hygiene, Inc.,
Belmac Health Corp., B.O.G. International Finance, Inc., Belmac Jamaica, Ltd.,
Laboratorios Belmac, S.A., Chimos/LBF S.A. until its divestiture in June 1997,
and Belmac Holdings, Inc. and its wholly owned subsidiary - Belmac A.I., Inc.
All significant intercompany balances have been eliminated in consolidation. The
financial position and results of operations of the Registrant's foreign
subsidiaries are measured using local currency as the functional currency.
Assets and liabilities of foreign subsidiaries are translated at the rate of
exchange in effect at the end of the period. Revenues and expenses are
translated at the average exchange rate for the period. Foreign currency
translation gains and losses not impacting cash flows are credited to or charged
against Common Stockholders' Equity. Foreign currency translation gains and
losses arising from cash transactions are credited to or charged against current
earnings.
The Registrant divested its French subsidiary, Chimos/LBF, S.A. (referred to
herein as Chimos/LBF), in June 1997 for approximately $3,650,000. The
Registrant's operations in France consisted of the low margin brokerage of fine
chemicals, sourcing of raw materials and pharmaceutical intermediaries and the
distribution of biotechnology or orphan drugs.
The Registrant has entered into a negotiated letter of intent to purchase
domestic and international rights to a portfolio of branded drugs, with an
emphasis in gastrointestinal products, and a manufacturing facility located in
Mequon, Wisconsin, from Schwarz Pharma, Inc. The letter of intent, dated July
21, 1997, was recently amended to take into consideration the possible transfer
of control of the Registrant's Spanish subsidiary, Laboratorios Belmac, to
Schwarz Pharma USA Holdings, Inc. and will serve as the basis for negotiations
for the definitive agreements. The proposed transaction is subject to completion
of due diligence, the execution of such definitive agreements and approval of
the Registrant's stockholders and
8
Debenture holders. Upon execution of the letter of intent, the Registrant was
required to remit a non-refundable deposit in the amount of $100,000. The
Registrant has also capitalized other costs totaling approximately $947,000
related to this proposed acquisition and has included them in other non current
assets, net.
In the opinion of management, the accompanying unaudited consolidated financial
statements for the period ended March 31, 1998 and 1997 are presented on a basis
consistent with the audited consolidated financial statements for the year ended
December 31, 1997 and contain all adjustments, consisting only of normal
recurring adjustments necessary to present fairly the Registrant's financial
position as of March 31, 1998, and the results of its operations and its cash
flows for the three months ended March 31, 1998 and 1997. The results of
operations for the three months ended March 31, 1998 should not be considered
indicative of the results to be expected for the year.
CASH AND CASH EQUIVALENTS:
The Registrant considers all highly liquid investments with original maturities
of three months or less when purchased to be cash equivalents for purposes of
the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows.
INVENTORIES:
Inventories are stated at the lower of cost or market, cost being determined on
the first in, first out ("FIFO") method and are comprised of the following (in
thousands):
March 31, 1998 December 31, 1997
-------------- -----------------
Raw Materials $ 368 $ 338
Finished Goods 367 501
----- -----
735 839
Less: Allowance for slow moving or obsolete inventory (110) (125)
----- -----
$ 625 $ 714
===== =====
PROVISION FOR INCOME TAXES:
The Registrant has previously utilized all of its Spanish net operating loss
carryforwards. As a result, the Registrant recorded a provision for income taxes
totaling $234,000 for the three months ended March 31, 1998 as a result of
taxable income in Spain.
BASIC NET LOSS PER COMMON SHARE:
Basic net loss per common share is presented in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (FAS 128). FAS 128
provides for new
9
accounting principles used in the calculation of earnings per share and is
effective for financial statements for both interim and annual periods ended
after December 15, 1997. The Registrant has recalculated the basic net loss per
common share for all periods presented to give effect to FAS 128.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding during the period. Diluted loss per common
share is not presented, as it is antidilutive. Stock options, stock warrants and
convertible debentures are the only securities issued which would have been
included in the diluted loss per share calculation.
10
BENTLEY PHARMACEUTICALS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Three Months Ended March 31, 1998 versus Three Months Ended March 31, 1997
- --------------------------------------------------------------------------
The Registrant reported revenues of $3,500,000 and a net loss of $383,000 or
$.05 per common share for the three months ended March 31, 1998 compared to
revenues of $4,078,000 and a net loss of $826,000 or $.26 per common share for
the same period in the prior year.
The 14% decrease in revenues is primarily attributable to the June 1997
divestiture of the Registrant's French subsidiary, Chimos/LBF, which generated
approximately $1,095,000 in sales during the quarter ended March 31, 1997
compared with no sales during the quarter ended March 31, 1998. This decrease
was partially offset by a 19% increase in sales by the Registrant's Spanish
subsidiary, Laboratorios Belmac S.A., to $3,454,000 during the quarter ended
March 31, 1998. Gross margins for the quarter ended March 31, 1998 improved to
57%, compared to 44% in the comparable period of the prior year, primarily as a
result of the higher proportionate sales generated by Laboratorios Belmac during
the quarter ended March 31, 1998 compared to the combination of sales generated
by Laboratorios Belmac and Chimos/LBF during the quarter ended March 31, 1997.
The Registrant's distribution operations in France, Chimos/LBF, generated
relatively low gross margins (approximately 22% for the quarter ended March 31,
1997) compared to the Registrant's Spanish subsidiary, Laboratorios Belmac,
which is experiencing substantially higher margins (approximately 57% for the
quarter ended March 31, 1998).
Selling, general and administrative expenses were $1,924,000, or 55% of sales,
for the three months ended March 31, 1998 compared to $1,904,000, or 47% of
sales, for the same period in the prior year. As a result of the decline in
revenues, selling, general and administrative expenses as a percent of revenues
increased during the quarter ended March 31, 1998, as compared to the same
period in the prior year. A significant portion of these expenses are marketing
and selling costs, which are necessary for the Registrant's plans to increase
sales and market share in Spain. To the extent practical, however, the
Registrant intends to continue its efforts to control general and administrative
expenses as part of its austerity program in its effort to reach and maintain
profitability.
Research and development expenses were $33,000 for the quarter ended March 31,
1998 compared to $66,000 for the same period of the prior year. The minimal
expenditures in research and development reflects the Registrant's continued
de-emphasis of basic research and redirection of its resources to developmental
expenses necessary for expansion of its portfolio
11
of marketed products. The Registrant intends to continue to carefully manage its
research and development expenditures in the future in view of its limited
resources.
Interest expense was $270,000 for the three months ended March 31, 1998 compared
to $320,000 for the same period of the prior year. Interest income was $148,000
for the three months ended March 31, 1998, compared to $17,000 for the same
period of the prior year. The increase was with respect to interest earned on
higher short-term interest bearing investment balances during the first quarter
of 1998, which resulted from the proceeds of the exercise of approximately
4,900,000 Class A Warrants during the fourth quarter of 1997. As a result of the
then proposed sale of Chimos/LBF, the Registrant recorded a provision for
unrealized exchange loss of $243,000 in the first quarter of 1997 resulting from
a fluctuation in the currency exchange rate used to translate the foreign
currency financial statements.
The Registrant recorded a provision for income taxes totaling $234,000 for the
three months ended March 31, 1998 as a result of taxable income earned in Spain.
The Registrant reported a loss from operations for the quarter ended March 31,
1998 of $27,000 compared to a loss from operations of $264,000 in the same
period of the prior year primarily as a result of improved gross margins on
growing sales in Spain and controlled operating expenses. The effect of
combining non-operating items, primarily interest expense of $270,000, interest
income of $148,000 and income tax expense of $234,000 resulted in a net loss of
$383,000, or $.05 per common share for the quarter ended March 31, 1998,
compared to the loss in the comparable period of the prior year, of $826,000, or
$.26 per common share.
LIQUIDITY AND CAPITAL RESOURCES:
Total assets decreased from $21,043,000 at December 31, 1997 to $20,672,000 at
March 31, 1998, while Common Stockholders' Equity decreased from $8,905,000 at
December 31, 1997 to $8,744,000 at March 31, 1998. The decrease in Common
Stockholders' Equity reflects primarily the fluctuation in the exchange rates of
the Spanish Peseta compared to the U.S. Dollar and the loss incurred by the
Registrant for the three months ended March 31, 1998, offset by the effect of
issuance of stock purchase warrants during the first quarter of 1998.
The Registrant's working capital decreased from $10,648,000 at December 31, 1997
to $10,247,000 at March 31, 1998, primarily as a result of the fluctuation of
exchange rates and the loss incurred by the Registrant during the period.
Cash and cash equivalents decreased from $11,117,000 at December 31, 1997 to
$10,592,000 at March 31, 1998, primarily as a result of repayment of short-term
borrowings during the period. Included in cash and cash equivalents are
approximately $10,127,000 of short-term investments considered to be cash
equivalents.
12
Accounts receivable decreased from $2,428,000 at December 31, 1997 to $2,216,000
at March 31, 1998 as a result of the combined effects of exchange rate
fluctuations and collection of receivables. The Registrant has not experienced
any material delinquent accounts. Inventories remained relatively consistent at
$625,000 at March 31, 1998 compared to $714,000 at December 31, 1997. Prepaid
expenses and other current assets increased from $750,000 at December 31, 1997
to $909,000 at March 31, 1998.
Although the combined total of accounts payable and accrued expenses increased
from $3,216,000 at December 31, 1997 to $3,600,000 at March 31, 1998, primarily
as a result of the provision for income taxes of $234,000, on taxable income
earned in Spain, short-term borrowings decreased from $1,140,000 at December 31,
1997 to $490,000 at March 31, 1998, as a result of lower outstanding balances on
lines of credit used for operating purposes in Spain, resulting in lower total
current liabilities at March 31, 1998.
Fixed assets, net decreased from $2,918,000 at December 31, 1997 to $2,784,000
at March 31, 1998, due to recurring depreciation charges and a fluctuation in
foreign currency exchange rates.
Drug licenses and related costs, net decreased from $691,000 at December 31,
1997 to $649,000 at March 31, 1998, due to recurring amortization charges and a
fluctuation in foreign currency exchange rates.
Other non-current assets increased from $2,425,000 at December 31, 1997 to
$2,897,000 at March 31, 1998, primarily due to capitalized acquisition costs
related to the proposed acquisition which were incurred in the quarter ended
March 31, 1998. Long term debt increased from $5,329,000 at December 31, 1997 to
$5,355,000 at March 31, 1998, due primarily to accretion recorded on the
Debentures issued in the February 1996 Public Offering.
Investing activities provided net cash of $14,000 during the three months ended
March 31, 1998. Financing activities, primarily repayment of short-term
borrowings, for the three months ended March 31, 1998 used net cash of $628,000
and operating activities for the three months ended March 31, 1998 provided net
cash of $90,000.
A substantial amount of the Registrant's business is conducted in Europe and is
therefore influenced by the extent to which there are fluctuations in the
dollar's value against other currencies. The effect of foreign currency
fluctuations on long lived assets for the three months ended March 31, 1998 was
a decrease of $116,000 and the cumulative historical effect was a decrease of
$1,971,000, as reflected in the Registrant's Consolidated Balance Sheets in the
"Liabilities and Stockholders' Equity" section. Although exchange rates
fluctuated significantly in recent years, the Registrant does not believe that
the effect of foreign currency fluctuation is material to the Registrant's
results of operations as the expenses related to much of the Registrant's
foreign currency revenues are in the same currency as such revenues. However,
the carrying value of assets and reported values can be materially impacted by
foreign currency
13
translation. Nonetheless, the Registrant does not plan to modify its business
practices. The Registrant relies primarily upon financing activities to fund the
operations of the Registrant in the United States. In the event that the
Registrant is required to fund United States operations or cash needs with funds
generated in Spain, currency rate fluctuations in the future could have a
significant impact on the Registrant. However, at the present time, the
Registrant does not anticipate altering its business plans and practices to
compensate for future currency fluctuations.
Given the Registrant's current liquidity and significant cash balances and
considering its future strategic plans, the Registrant should have sufficient
liquidity to fund operations and further its strategic objectives. The
Registrant, however, continues to explore alternative sources for financing its
business. In appropriate situations, that will be strategically determined, the
Registrant may seek financial assistance from other sources, including
contribution by others to joint ventures and other collaborative or licensing
arrangements for the development, testing, manufacturing and marketing of
products under development and the sale of certain of the assets of, or its
subsidiary. As discussed above, the Registrant has entered into a letter of
intent to acquire pharmaceutical products and a manufacturing facility in the
United States. The Registrant must finance the acquisition of these assets and
is exploring various options intended to secure such financing. The Registrant
has amended its letter of intent to take into consideration the possible
transfer of control of its Spanish subsidiary to Schwarz Pharma USA Holdings,
Inc.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
The statements contained in this Quarterly Report on Form 10-Q which are not
historical facts contain forward looking information with respect to plans,
projections or future performance of the Registrant, the occurrence of which
involve certain risks and uncertainties that could cause the Registrant's actual
results to differ materially from those expected by the Registrant, including
the history of operating losses; uncertainty of future financial results;
possible negative cash flow from operating activities; additional financing
requirements; no assurance of successful and timely development of new products;
risks inherent in pharmaceutical development; dependence on regulatory
approvals; uncertainty of pharmaceutical pricing or profitability;
unpredictability of patent protection; rapid technological change; competition;
and other uncertainties detailed in the Registrant's Registration Statement on
Form S-3 (SEC Commission file No. 333-28593) declared effective by the
Securities and Exchange Commission on June 10, 1997 and any amendments thereto.
14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 Financial Data Schedule
(b) Reports on Form 8-K filed during the quarter ended March 31,
1998:
None
The Registrant has not filed any reports on Form 8-K subsequent to
March 31, 1998.
All other items required in Part II have been previously filed or are not
applicable for the quarter ended March 31, 1998.
15
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 thereunto duly authorized.
BENTLEY PHARMACEUTICALS, INC.
Registrant
May 14, 1998 By: /s/ James R. Murphy
------------------------------
James R. Murphy
Chairman, President and Chief
Executive Officer (principal
executive officer)
May 14, 1998 By: /s/ Michael D. Price
------------------------------
Michael D. Price
Vice President, Chief Financial
Officer, Treasurer and Secretary
(principal financial and accounting
officer)
16