FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark one)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2001
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 0-16132
CELGENE CORPORATION
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2711928
------------------------------------ ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7 Powder Horn Drive, Warren, NJ 07059
------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 732-271-1001.
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
--- ---
At April 30, 2001, 75,118,395 shares of Common Stock par value $.01 per share,
were outstanding.
CELGENE CORPORATION
INDEX TO FORM 10-Q
Page No.
PART I FINANCIAL INFORMATION
Item I Unaudited Consolidated Financial Statements
Consolidated Balance Sheets
as of March 31, 2001 (unaudited)
and December 31, 2000 3
Consolidated Statements of Operations
- Three-Month Period Ended
March 31, 2001 and 2000 (unaudited) 4
Consolidated Statements of Cash Flows
- Three-Month Period Ended
March 31, 2001 and 2000 (unaudited) 5
Notes to Unaudited Consolidated
Financial Statements 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Item 3 Quantitative and Qualitative Disclosures
About Market Risk 14
PART II OTHER INFORMATION 15
Signatures 16
2
Celgene Corporation
Consolidated Balance Sheets
March 31,2001 December 31, 2000
------------- -----------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 105,796,944 $ 161,393,835
Marketable securities available for sale 200,120,800 144,767,777
Accounts receivable, net of allowance of $403,469 and
$382,577 at March 31, 2001 and December 31, 2000, respectively 9,986,385 9,846,000
Inventory 5,299,565 4,266,257
Other current assets 5,859,720 11,747,727
------------- -------------
Total current assets 327,063,414 332,021,596
Plant and equipment, net 9,494,338 8,395,902
Other assets 6,006,498 6,308,417
------------- -------------
Total assets $ 342,564,250 $ 346,725,915
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,107,316 $ 10,868,473
Accrued expenses 6,065,693 9,511,507
Current portion of capital leases 907,498 929,258
Current portion of deferred revenue 9,507,279 12,473,574
------------- -------------
Total current liabilities 23,587,786 33,782,812
Long term convertible notes 11,713,600 11,713,600
Capitalized leases, net of current portion 405,486 632,946
Deferred revenue, net of current portion 3,616,000 4,866,000
Other non-current liabilities 1,200,464 197,685
------------- -------------
Total liabilities 40,523,336 51,193,043
------------- -------------
Stockholders' equity:
Preferred stock,$.01 par value per share;
5,000,000 authorized; none outstanding at
March 31, 2001 and December 31, 2000, respectively -- --
Common stock, $.01 par value per share, 120,000,000 shares authorized;
issued and outstanding 74,844,277 and 73,999,889 shares
at March 31, 2001 and December 31, 2000, respectively 748,443 739,999
Additional paid-in capital 523,151,641 519,290,323
Accumulated deficit (220,342,215) (220,454,722)
Deferred compensation (4,185,318) (4,890,607)
Notes receivable from stockholders (62,000) (62,000)
Accumulated other comprehensive income 2,730,363 909,879
------------- -------------
Total stockholders' equity 302,040,914 295,532,872
------------- -------------
Total liabilities and stockholders' equity $ 342,564,250 $ 346,725,915
============= =============
See accompanying notes to unaudited consolidated financial statements.
3
CELGENE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Month Period Ended March 31,
----------------------------------
2001 2000*
---- -----
Revenue:
Product sales $ 17,008,407 $ 11,776,442
Research contracts 4,765,893 1,195,726
Related-party collaborative agreement
revenue 625,000 1,675,000
------------ ------------
Total revenue 22,399,300 14,647,168
------------ ------------
Expenses:
Cost of goods sold 2,694,967 1,774,235
Research and development 13,204,450 12,382,606
Selling, general and administrative 11,282,914 8,703,981
------------ ------------
Total expenses 27,182,331 22,860,822
------------ ------------
Operating loss (4,783,031) (8,213,654)
Other income and expense:
Interest income 4,927,943 2,429,763
Interest expense 32,405 841,154
------------ ------------
Net income (loss) $ 112,507 $ (6,625,045)
============ ============
Net income(loss) per common share:
Basic $ 0.00 $ (0.11)
============ ============
Diluted $ 0.00 $ (0.11)
============ ============
Weighted average number of shares of
common stock outstanding:
Basic 74,439,000 59,151,000
============ ============
Diluted 80,608,000 59,151,000
============ ============
* Restated-see note 2
See accompanying notes to unaudited consolidated financial statements.
4
CELGENE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Month Period Ended March 31,
2001 2000 *
--------------- ----------------
Cash flows from operating activities:
Net income (loss) $ 112,507 $ (6,625,045)
Adjustments to reconcile net income (loss)
to net cash used in operating
activities:
Depreciation and amortization of long-term assets 1,104,906 777,686
Non-cash stock-based compensation 851,284 697,305
Amortization of debt issuance and warrant costs -- 62,500
Amortization of discount on note obligations -- 48,245
Shares issued for employee benefit plans 695,966 1,047,755
Change in current assets & liabilities:
Increase in accounts receivable (140,385) (729,061)
Increase in inventory (1,033,308) (158,442)
(Increase)decrease in other operating assets 5,892,083 (1,574,372)
Decrease in accounts payable
and accrued expenses (6,204,191) (1,916,178)
Decrease in deferred revenue (4,216,295) (574,997)
------------- -------------
Net cash used in operating activities (2,937,433) (8,944,604)
------------- -------------
Cash flows from investing activities:
Capital expenditures (1,905,500) (861,138)
Proceeds from sales and maturities of marketable
securities available for sale 53,815,293 6,056,918
Purchases of marketable securities
available for sale (107,347,832) (129,238,497)
------------- -------------
Net cash used in investing activities (55,438,039) (124,042,717)
------------- -------------
Cash flows from financing activities:
Net proceeds from follow-on public offering -- 277,896,182
Proceeds from exercise of common stock
options and warrants 3,027,801 2,447,384
Repayment of capital leases and note obligations (249,220) (503,038)
------------- -------------
Net cash provided by financing activities 2,778,581 279,840,528
------------- -------------
Net increase (decrease) in cash and cash
equivalents (55,596,891) 146,853,207
Cash and cash equivalents at beginning of period 161,393,835 21,869,256
------------- -------------
Cash and cash equivalents at end of period $ 105,796,944 $ 168,722,463
============= =============
* Restated-see note 2
See accompanying notes to unaudited consolidated financial statements.
5
CELGENE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
Three Month Period Ended March 31,
2001 2000 *
---------------- ---------------
Supplemental schedule of non-cash investing and
financing activity:
Change in net unrealized gain(loss) on
marketable securities available for sale $ 1,820,484 $ 278,756
=============== ==========
Conversion of convertible notes $ -- $9,288,000
=============== ==========
Issuance of common stock for promissory notes
from stockholders $ -- $ 37,500
=============== ==========
Deferred compensation related to stock options $ -- $7,232,293
=============== ==========
Supplemental disclosure of cash flow information:
Interest paid $ 32,405 $1,873,909
=============== ==========
* Restated-see note 2
See accompanying notes to unaudited consolidated financial statements.
6
CELGENE CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
1. Basis of Presentation
---------------------
The unaudited consolidated financial statements have been prepared
from the books and records of Celgene Corporation and subsidiaries ("Celgene" or
the "Company") in accordance with generally accepted accounting principles for
interim financial information pursuant to Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete annual financial
statements.
In the opinion of management, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation have
been included. Interim results may not be indicative of the results that may be
expected for the year. Certain adjustments and reclassifications were made to
conform to the current year presentation.
The interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's latest annual report on Form 10K.
2. Merger of Celgene and Signal
----------------------------
On August 31, 2000, Celgene completed the merger with Signal
Pharmaceuticals, Inc.("Signal") in a transaction accounted for as a
pooling-of-interests. Accordingly, all prior period consolidated financial
statements of Celgene have been restated to include the results of operations,
financial position and cash flows of Signal. The results of operations for the
separate companies and the combined amounts presented in the consolidated
financial statements for the periods prior to the merger follow:
Six Months Three Months
Ended Ended
June 30, March 31,
2000 2000
------------ ------------
Revenue:
Celgene $ 28,884,836 $ 11,976,442
Signal 5,337,008 2,670,726
------------ ------------
Combined $ 34,221,844 $ 14,647,168
============ ============
Net loss:
Celgene $ (3,971,178) $ (3,144,446)
Signal (8,085,818) (3,480,599)
------------ ------------
Combined $(12,056,996) $ (6,625,045)
============ ============
7
3. Earnings per Share
------------------
"Basic" earnings (loss) per common share equals net income (loss)
divided by weighted average common shares outstanding during the period.
"Diluted" earnings per common share equals net income (loss) divided by the sum
of weighted average common shares outstanding during the period plus common
stock equivalents if dilutive. The Company's basic and diluted per share amounts
for the three month period ended March 31, 2000 are the same since the assumed
exercise of stock options and warrants, and the conversion of convertible notes
and preferred stock are all anti-dilutive because of the loss incurred by the
Company during this period. The amount of common stock equivalents excluded from
the calculation were 4,695,804 at March 31, 2001 and 18,685,436 at March 31,
2000.
4. New Accounting Pronouncement
----------------------------
In June 1998, Statement of Financial Accounting Standard ("SFAS") No.
133, Accounting for Derivative Instruments and Hedging Activities, was issued
and, as amended, is effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000. SFAS No. 133 requires derivative instruments to
be recognized as Assets and Liabilities and be recorded at Fair Value. The
Company currently is not party to any Derivative Instruments. Any future
transactions involving Derivative Instruments will be evaluated based on SFAS
No.133.
5. Marketable Securities Available for Sale
----------------------------------------
The amortized cost, gross unrealized holding gains, gross unrealized
holding losses and fair value of available for sale securities by major security
type at March 31, 2001 and December 31, 2000 were as follows:
Gross Gross Estimated
MARCH 31, 2001 Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
------------ ------------ ------------ ------------
Government agencies $ 60,021,271 $ 731,171 $ -- $ 60,752,442
Government bonds & notes 301,758 4,617 -- 306,375
Corporate debt securities 137,067,408 1,995,835 (1,260) 139,061,983
------------ ------------ ------------ ------------
Total $197,390,437 $ 2,731,623 $ (1,260) $200,120,800
============ ============ ============ ============
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
DECEMBER 31, 2000 Cost Gain Loss Value
------------ ------------ ------------ ------------
Government agencies $113,811,071 $ 411,117 $ (776) $114,221,412
Government bonds & notes 301,758 -- (822) 300,936
Corporate debt
securities 29,745,069 500,360 -- 30,245,429
------------ ------------ ------------ ------------
Total $143,857,898 $ 911,477 $ (1,598) $144,767,777
============ ============ ============ ============
8
6. Inventory
---------
March 31, December 31,
2001 2000
---------- ----------
Raw materials $1,799,325 $ 985,556
Work in process 1,758,865 1,869,104
Finished goods 1,741,375 1,411,597
---------- ----------
Total $5,299,565 $4,266,257
========== ==========
7. Convertible Notes
-----------------
On September 16, 1998, the Company issued convertible notes to an
institutional investor in the amount of $8,750,000. The notes had a five year
term and a coupon rate of 9.25% with interest payable on a semi-annual basis.
The notes contained a conversion feature that allowed the note holders to
convert the notes into common shares at $3.67 per share. These notes were issued
at a discount of $437,500 which was being amortized over three years. On October
16, 2000, all of the notes were converted into 2,386,387 common shares.
On January 20, 1999, the Company issued to an institutional investor
convertible notes in the amount of $15,000,000. The notes have a five year term
and a coupon rate of 9% with interest payable on a semi-annual basis. The notes
contain a conversion feature that allows the note holders to convert the notes
into common shares after one year at $6 per share. The Company can redeem the
notes after three years at 103% of the principal amount (two years under certain
conditions). Issuance costs of $750,000 incurred in connection with these notes
are being amortized over three years. During 2000, $13,286,400 of the notes were
converted into 2,214,399 common shares. At March 31, 2001, the remaining notes
have a carrying value of $1,713,600 and are convertible into 285,601 common
shares.
On July 6, 1999, the Company issued to a third institutional investor
convertible notes in the amount of $15,000,000. The notes have a five year term
and a coupon rate of 9% with interest payable on a semi-annual basis. The notes
contain a conversion feature that allows the note holders to convert the notes
into common shares after one year at $6.33 per share. The Company can redeem the
notes after three years at 103% of the principal amount (two years under certain
conditions). There was no fee or discount associated with these notes. On July
6, 2000, $5,000,000 of the notes were converted to 789,474 common shares. At
March 31, 2001, the remaining notes have a carrying value of $10,000,000 and are
convertible into 1,578,948 common shares.
On September 26, 2000, the Company entered into an agreement with the
note holders of the January 1999 and the July 1999 notes which allows the note
holders to take a "short position" in the common stock (as defined in the
respective Note Purchase Agreements) of the Company with certain limitations on
transactions resulting in a "short position" based upon the level of the stock
price. In exchange for the Company consenting to waive the provisions that
prohibit short sales, the note holders waive the right to the receipt of any
interest after the effective date of August 24, 2000.
9
8. Comprehensive Income (Loss)
---------------------------
Comprehensive income(loss) includes net income(loss) and other
comprehensive income(loss) which refers to those revenues, expenses, gains and
losses which are excluded from net income(loss). Other comprehensive income
(loss) includes unrealized gains and losses on marketable securities classified
as available-for-sale.
Three Month Period Ended
---------------------------------
March 31, 2001 March 31, 2000
-------------- --------------
Net income(loss) $ 112,507 $(6,625,045)
Other comprehensive income(loss) 1,820,484 (278,756)
----------- -----------
Total comprehensive income(loss) $ 1,932,991 $(6,903,801)
=========== ===========
9. Stockholders' Equity
--------------------
Warrants to Acquire Common Stock
Under the terms of a private placement of Series B Preferred Stock
with Chancellor LGT Asset Management, Inc. ("Chancellor") entered into on June
9, 1997, the Company was obligated to issue warrants to Chancellor to acquire a
number of shares of common stock. As of March 31, 2001, there were a total of
1,067,693 warrants outstanding. All such warrants have an exercise price of
$2.50 per share and expire on June 1, 2002.
Deferred Compensation Expense
Prior to the merger, Signal recorded an aggregate of approximately
$9.4 million of deferred compensation for stock options granted from 1997
through 2000, representing the difference between the option exercise price and
the estimated fair value of the underlying stock for financial statement
presentation purposes. The deferred compensation is being amortized over the
vesting period of the options. Through March 31, 2001, the Company has recorded
approximately $5.2 million of compensation expense of which $705,000 and
$625,000 was recorded in the first quarter of 2001 and 2000, respectively.
The Company recorded compensation expense relating to stock options
and warrants issued to consultants, advisors or financial institutions and other
stock-based compensation in the amount of $146,000 and $36,400 for the first
quarter of 2001 and 2000, respectively.
10
PART 1 - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Results of Operations
- ---------------------
Three month period ended March 31, 2001 vs.
Three month period ended March 31, 2000
- ---------------------------------------
Total revenue. Our total revenue for the three month period ended March
31, 2001 increased 53% to approximately $22.4 million compared with
approximately $14.6 million for the same period in 2000. Revenue in 2001
consisted of THALOMID sales of $17.0 million, research contract revenue of $4.8
million, and related party revenue of $0.6 million compared with THALOMID sales
of $11.8 million, research contract revenue of $1.2 million, and related party
revenue of $1.7 million during the comparable period in 2000. The growth in
THALOMID sales primarily is related to increased use in oncology indications.
The increase in research contract revenue is primarily related to the
amortization of a portion of the up-front payments from two separate research
agreements with Novartis Pharma AG. Revenue from related party collaborative
agreements decreased in the first quarter of 2001 as a party to one of the
agreements, Serono S.A., is no longer classified as a related party after the
initial term of the agreement has been completed. While the agreement has been
extended, the revenue is classified as research contract revenue.
Cost of goods sold. Cost of goods sold during the first quarter 2001
was $2.7 million compared with approximately $1.8 million in the comparable
period in 2000. The cost of goods sold relates entirely to sales of THALOMID and
accordingly, the increase in cost of goods sold is related primarily to the
increased volume of THALOMID sales.
Research and development expenses. Research and development expenses
increased by 7% in the first quarter 2001 to approximately $13.2 million
compared to approximately $12.4 million for the first quarter 2000. The increase
was primarily due to spending for preclinical toxicology and pharmacology
studies and phase I and phase II clinical trials for our Selective Cytokine
Inhibitory Drugs ("SelCIDs") and Immunomodulatory Drugs ("IMiDs"), and
preclinical development for our Selective Estrogen Receptor Modulators ("SERMs")
cancer program. The increased spending was partially offset by a reduction in
spending on d-methylphenidate ("d-MPH"), with required clinical development for
the New Drug Application having been completed.
11
Selling, general and administrative expenses. Selling, general and
administrative expenses for the three months ended March 31, 2001 increased by
30% to approximately $11.3 million compared with approximately $8.7 million for
the same period in 2000. The increase was due primarily to the expansion of the
sales and marketing organization and related expenses.
Interest income and expense. Interest income for the first quarter 2001
increased significantly to approximately $4.9 million compared with
approximately $2.4 million for the same period in 2000. The increase was due to
the investment of the net proceeds of approximately $278.0 million from the
follow-on public offering in February 2000 and $25.0 million received from
Novartis Pharma AG for up-front and milestone payments in the second half of
2000 and first quarter of 2001.
Interest expense for the first quarter 2001 decreased to approximately
$32,000 compared to approximately $841,000 for the same period in 2000. The
decrease was due primarily to the conversion of $27.0 million of the convertible
notes and an agreement with the remaining note holders which waives their rights
to interest on the notes in exchange for a waiver of certain trading
restrictions.
Net income(loss). We recorded net income for the first quarter 2001 of
approximately $113,000 compared with a loss of $6.6 million for the same period
in 2000. The net income was due to the increase in total revenue and interest
income, offset in part by increased research and development expenses, selling,
general and administrative expenses as described above.
Liquidity and Capital Resources. Since inception, we have financed our
working capital requirements primarily through private and public sales of our
debt and equity securities, income earned on the investment of proceeds from the
sale of such securities and revenue from research contracts and product sales.
Through March 31, 2001, we raised approximately $378.0 million in net proceeds
from various public and private offerings, including our initial public offering
in July 1987 and a follow-on public offering in February 2000. We also issued
convertible notes in September 1998, January 1999, and July 1999 with net
proceeds aggregating approximately $38.0 million. We also received $25.0 million
from two separate research and license agreements during 2000 and the first
quarter of 2001.
12
Our net working capital at March 31, 2001 increased moderately to
approximately $303.5 million from approximately $298.2 million at December 31,
2000. The increase in working capital was due primarily to a decrease in
accounts payable and accrued expenses and the amortization of deferred revenue,
offset in part by a decrease in other current assets.
Cash and cash equivalents and marketable securities remained virtually
unchanged at March 31, 2001 from December 31, 2000.
We expect that our rate of spending will increase as the result of
increased research and product development spending at Signal, increased
clinical trial costs, increased expenses associated with the regulatory approval
process and commercialization of products currently in development, increased
costs related to the commercialization of THALOMID and increased capital
requirements. We believe that our current cash resources, revenue from various
research collaborations, as well as the increasing revenue from sales of
THALOMID will provide sufficient capital for our operations for the foreseeable
future.
Cautionary Statements for Forward-Looking Information
- -----------------------------------------------------
The Management's Discussion and Analysis of Financial Condition and
Results of Operations provided above contains certain forward-looking statements
which involve known and unknown risks, delays, uncertainties and other factors
not under our control which may cause actual results, performance and
achievements of Celgene to be materially different from the results, performance
or other expectations implied by these forward-looking statements. These factors
include the integration of Signal, results of current or pending clinical
trials, actions by the FDA and other factors detailed herein and in our other
filings with the Securities and Exchange Commission.
13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Market Risk
Our holdings of financial instruments comprise a mix of securities that may
include U.S. corporate debt, U.S. government debt, and commercial paper. All
such instruments are classified as securities available for sale. Generally, we
do not invest in portfolio equity securities or commodities or use financial
derivatives for trading purposes. Our debt security portfolio represents funds
held temporarily pending use in our business and operations. We manage these
funds accordingly. We seek reasonable assuredness of the safety of principal and
market liquidity by investing in investment grade fixed income securities while
at the same time seeking to achieve a favorable rate of return. Our market risk
exposure consists principally of exposure to changes in interest rates. Our
holdings are also exposed to the risks of changes in the credit quality of
issuers. We invest in securities that have a range of maturity dates. Typically,
those with a short-term maturity are fixed-rate, highly liquid, debt instruments
and those with longer-term maturities are highly liquid debt instruments with
fixed interest rates or with periodic interest rate adjustments. Due to the
limited number of foreign currency transactions, our foreign exchange currency
risk is minimal. The table below presents the principal amounts and related
weighted average interest rates by year of maturity for our investment portfolio
as of March 31, 2001:
2006
and
2001 2002 2003 2004 2005 beyond Total Fair Value
----------- ----------- ----------- ---------- ----------- ----------- ------------- --------------
(in Thousands $)
Fixed Rate $35,000 $30,250 $36,805 $5,000 $28,510 $60,557 $196,122 $200,121
Average Interest Rate 6.56% 6.75% 6.63% 6.75% 7.70% 6.93% 6.66%
At March 31, 2000, our 9% January 1999 and July 1999 convertible notes with
outstanding principal amounts of $1,713,600 and $10,000,000, respectively no
longer accrue interest. These convertible notes are convertible into the
Company's common stock at a conversion price of $6.00 and $6.33 per share,
respectively. The fair value of fixed interest rate instruments are affected by
changes in interest rates and in the case of the convertible notes by changes in
the price of the Company's common stock.
14
PART II - OTHER INFORMATION
Item 1. - None
Item 2. - None
Item 3. - None
Item 4. - None
Item 5.--Other Information:
None
Item 6. Exhibits
None
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.
CELGENE CORPORATION
DATE May 10, 2001 BY /S/Robert J. Hugin
---------------------- ---------------------------------
Robert J. Hugin
Senior Vice President
Chief Financial Officer
DATE May 10, 2001 BY /s/James R. Swenson
---------------------- ---------------------------------
James R. Swenson
Controller
(Chief Accounting Officer)
16