SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED NOVEMBER 30, 1998
COMMISSION FILE NUMBER 0-22793
PRICESMART, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0628530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4649 MORENA BOULEVARD
SAN DIEGO, CALIFORNIA 92117
(Address of principal executive offices)
(619) 581-4530
(Registrant's telephone number, including area code)
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 registrant had 5,033,980 shares of its common stock, par value $.0001 per
share, outstanding at January 8, 1999.
PRICESMART, INC.
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS PAGE
----
Condensed Consolidated Balance Sheets............................ 3
Condensed Consolidated Statements of Operations.................. 4
Condensed Consolidated Statements of Cash Flows.................. 5
Notes to Condensed Consolidated Financial Statements............. 6-7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................... 8-11
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK................................................ 12
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS................................................ 12
ITEM 2 - CHANGES IN SECURITIES............................................ 12
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES.................................. 12
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.......................................................... 12
ITEM 5 - OTHER INFORMATION................................................ 12
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K................................. 12
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
PRICESMART, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNT IN THOUSANDS, EXCEPT SHARE DATA)
NOVEMBER 30, AUGUST 31,
1998 1998
------------ ----------
(Unaudited) (Note)
ASSETS
Current assets:
Cash and equivalents $ 52,380 $ 8,643
Marketable securities 4,609 56,133
Receivables, net 4,989 6,503
Merchandise inventories 8,004 9,160
Prepaid expenses and other current assets 670 965
Property held for sale, net 4,217 4,886
-------- --------
Total current assets 74,869 86,290
Property and equipment:
Land 4,481 2,250
Building and improvements 8,004 6,905
Fixtures and equipment 7,106 6,659
-------- --------
19,591 15,814
Less accumulated depreciation (3,187) (2,841)
-------- --------
16,404 12,973
Other assets:
City notes receivable 21,182 21,501
Other notes receivable 3,804 3,812
-------- --------
24,986 25,313
-------- --------
TOTAL ASSETS $116,259 $124,576
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings $ - $ 3,782
Accounts payable, trade 5,440 5,463
Other payables and accrued expenses 7,731 6,622
-------- --------
Total current liabilities 13,171 15,867
Minority interest 6,392 5,628
Stockholders' Equity
Preferred stock, $.0001 par value, 2,000,000
shares authorized, none issued - -
Common stock, $.0001 par value, 15,000,000
shares authorized, 5,038,180 and 5,453,603
shares issued and outstanding, net of 977,614
and 550,000 shares in treasury, respectively 1 1
Additional paid-in capital 93,894 100,230
Notes receivable from stockholders (783) (697)
Accumulated other comprehensive income 38 519
Retained earnings 3,546 3,028
-------- --------
Total Stockholders' Equity 96,696 103,081
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $116,259 $124,576
-------- --------
-------- --------
Note: The balance sheet at August 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements.
See accompanying notes.
3
PRICESMART, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NOVEMBER 30,
-------------------------------
1998 1997
------------ ------------
REVENUES
International sales $18,427 $18,168
International royalties and other income 357 593
Auto referral, travel and other programs 3,237 3,107
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TOTAL REVENUES 22,021 21,868
EXPENSES
International cost of goods sold 16,282 16,957
Selling, general and administrative:
International 3,812 2,546
Auto referral, travel and other programs 2,596 2,754
Corporate administrative expenses 1,006 764
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TOTAL EXPENSES 23,696 23,021
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OPERATING LOSS (1,675) (1,153)
OTHER
Real estate operations, net 293 363
Interest income and realized gains on
sales of marketable securities 1,933 1,516
Minority interest (22) (24)
------- -------
TOTAL OTHER 2,204 1,855
Income before provision for income taxes 529 702
Provision for income taxes 11 -
------- -------
NET INCOME $ 518 $ 702
------- -------
------- -------
EARNINGS PER SHARE
Basic $ 0.10 $ 0.12
------- -------
------- -------
Diluted $ 0.10 $ 0.12
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------- -------
SHARES USED IN PER SHARE COMPUTATION
Basic 5,309 5,908
------- -------
------- -------
Diluted 5,412 6,079
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------- -------
See accompanying notes.
4
PRICESMART, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - AMOUNTS IN THOUSANDS)
THREE MONTHS ENDED NOVEMBER 30,
-------------------------------
1998 1997
------------ ------------
OPERATING ACTIVITIES
Net income $ 518 $ 702
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 346 227
Provision for doubtful accounts 14 -
Income tax provision 11 -
Minority interest 764 21
Change in operating assets and liabilities
Accounts receivable and other assets 2,975 (6,655)
Accounts payable and other liabilities 1,086 834
------- --------
Net cash flows provided by (used in) operating activities 5,714 (4,871)
INVESTING ACTIVITIES
Purchases of marketable securities (4,529) (68,249)
Sales of marketable securities 55,538 10,599
Additions to property and equipment (3,777) (3,680)
Payments of notes receivable 327 477
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Net cash flows provided by (used in) investing activities 47,559 (60,853)
FINANCING ACTIVITIES
Change in property held for sale 669 5,227
Proceeds from (repayment of) bank borrowings (3,782) 2,972
Proceeds from exercise of stock options 30 -
Issuance of common stock for cash and notes receivable 38 -
Purchases of treasury stock (6,491) -
------- --------
Net cash flows provided by (used in) financing activities (9,536) 8,199
------- --------
Net increase (decrease) in cash 43,737 (57,525)
Cash and equivalents at beginning of period 8,643 58,383
------- --------
Cash and equivalents at end of period $52,380 $ 858
------- --------
------- --------
See accompanying notes.
5
PRICESMART, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
November 30, 1998
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
FORMATION OF THE COMPANY
PriceSmart, Inc. ("PriceSmart" or the "Company") owns and operates certain
merchandising businesses. The Company's primary business is international
merchandising consisting of membership shopping stores similar to, but
smaller in size than, warehouse clubs in the United States. As of November
30, 1998, there were three stores licensed to and owned by in-country
business people and two stores owned 51% by the Company. Additionally, the
Company operates domestic auto referral and travel businesses marketed
primarily to Costco members.
In June 1997, the Price Enterprises, Inc. (PEI) Board of Directors approved,
in principle, a plan to separate PEI's core real estate business from the
merchandising businesses it operated through a number of subsidiaries. To
effect such separation, PEI first transferred to the Company, through a
series of preliminary transactions, the assets listed below. PEI then
distributed on August 29, 1997 all of the Company's Common Stock pro rata to
PEI's existing stockholders through a special dividend (the "Distribution").
Assets transferred to PriceSmart were comprised of: (i) the merchandising
business segment of PEI; (ii) certain real estate properties held for sale
(the "Properties"); (iii) notes receivable from various municipalities and
agencies ("City Notes") and certain secured notes receivable from buyers of
properties; (iv) cash and cash equivalents of approximately $58.4 million;
and (v) all other assets and liabilities not specifically associated with
PEI's portfolio of 27 investment properties, except for current corporate
income tax assets and liabilities.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial statements and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the 3 months ended November 30, 1998 are
not necessarily indicative of the results that may be expected for the year
ending August 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the PriceSmart, Inc.
annual report for the year ended August 31, 1998.
The consolidated financial statements include the assets, liabilities and
results of operations of the Company and its majority owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Certain amounts in the prior period financial statements have been
reclassified to conform to the current presentation.
NOTE 2 - EARNINGS PER SHARE
In Q2 of fiscal 1998, the Company adopted SFAS No. 128, "Earnings per Share."
SFAS No. 128 replaced the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share. Unlike primary
earnings per share, basic earnings per share excludes any dilutive effects of
options, warrants, and convertible securities. Diluted earnings per share is
very similar to the previously reported fully diluted earnings per share.
Earnings per share amount for the quarter ended November 30, 1997 has been
restated to conform to the Statement 128 requirements.
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PRICESMART, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 - COMPREHENSIVE INCOME
During the first quarter of fiscal 1999, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income."
SFAS No. 130 requires the disclosure of all components of comprehensive
income, including net income and other comprehensive income. Comprehensive
income is defined as the change in equity during a period from transactions
and other events and circumstances generated from non-owner sources. For the
three months ended November 30, 1998 and 1997, comprehensive income is
calculated as follows (in thousands):
Three Months Ended November 30,
-------------------------------
1998 1997
---- ----
Net income $518 $702
Unrealized gains on marketable securities 38 123
---- ----
---- ----
Comprehensive income $556 $825
---- ----
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NOTE 4 - PRE-OPENING COSTS
The Company adopted Statement of Position ("SOP") 98-5 "Reporting on the
Costs of Start-up Activities" in Q1 of fiscal 1999. SOP 98-5 requires
pre-opening costs to be charged to expense as incurred. Prior to fiscal 1999,
the Company capitalized pre-opening costs related to store openings and
amortized these costs over twelve months. The adoption of SOP 98-5 did not
have a material impact on the Company's financial statements.
NOTE 5 - NEW ACCOUNTING STANDARD
The Financial Accounting Standards Board issued SFAS No. 131, "Segment
Information" which is required reporting for the Company in fiscal 1999. SFAS
No. 131 amends the requirements to report financial and descriptive
information about its reportable operating segments. The financial
information is required to be reported on the basis that is used internally
for evaluating the segment performance. The Company does not believe that
SFAS No. 131 will have a material impact on income or financial statement
presentation.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve
risk and uncertainties. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed hereunder, as
well as those discussed under the caption "Risk Factors" in the Form 10-K
filed pursuant to the Securities Exchange Act of 1934 on November 25, 1998.
The following discussion and analysis compares the results of operations for
the first quarter of fiscal 1999, ended November 30, 1998 to the first
quarter of fiscal 1998, ended November 30, 1997. All dollar amounts are in
thousands.
MERCHANDISE SALES
Store Percent Export Percent Total Percent
Sales Change Sales Change Sales Change
------- ------- ------- ------- ------- -------
1st Quarter-Fiscal 1999 $16,118 129% $ 2,309 -79% $18,427 1%
1st Quarter-Fiscal 1998 7,052 - 11,116 - 18,168 -
STORE SALES - During Q1 fiscal 1999, store sales increased due to the opening
of a second store in Panama in December 1997. During Q1 of fiscal 1998, store
sales were from the first Panama store which opened in October 1996.
EXPORT SALES - During Q1 fiscal 1999, export sales to licensees decreased,
primarily due to the Asian economic crisis. The Company's licensees in
Indonesia and Guam were particularly affected by the economic crisis, which
largely contributed to the cancellation of the Indonesian license agreement
on September 30, 1998 and the closing of the Guam store in August 1998.
MERCHANDISE GROSS MARGIN
Store Percent Export Percent
Gross Percent of Gross Percent of
Margin Change Sales Margin Change Sales
-------- --------- --------- -------- -------- -------
1st Quarter-Fiscal 1999 $2,080 135% 12.9% $ 65 -80% 2.8%
1st Quarter-Fiscal 1998 884 - 12.5% 327 - 2.9%
STORE GROSS MARGIN - During Q1 of fiscal 1999, store gross margin dollars
increased primarily due to higher store sales with the opening of the second
Panama location. The gross margin percentage increased due to the mix of
merchandise sold in conjunction with the expansion of other businesses such
as photo processing and rotisserie chicken which have higher margins.
EXPORT GROSS MARGIN - During Q1 of fiscal 1999, export gross margin
percentage is consistent with prior year's comparable period.
OTHER REVENUES
Royalties Percent Travel and Percent
& Other Income Change Other Programs Change
---------------- ----------- ---------------- ----------
1st Quarter-Fiscal 1999 $ 357 -40% $3,237 4%
1st Quarter-Fiscal 1998 593 - 3,107 -
During Q1 of fiscal 1999, international royalties and other income decreased
primarily due to reduced royalty income because of lower store sales at
licensed locations.
Increased revenues for the Auto Referral, Travel and other programs were due
to increased Auto Referral advertising revenue resulting from more Costco
locations and increased travel commissions on car rentals and cruises.
8
In August 1998, the Company entered into an agreement to sell its Auto
Referral Program, effective November 1, 1999. The Company will continue to
own and operate the Program through October 31, 1999 delivering automotive
referral services to Costco members. The Program was sold for a net gain of
$.4 million.
SELLING, GENERAL AND ADMINISTRATIVE
Auto Referral,
Percent Travel and Percent
International Change Other Programs Change
--------------- --------- ---------------- ---------
1st Quarter-Fiscal 1999 $3,812 50% $2,596 -6%
1st Quarter-Fiscal 1998 2,546 - 2,754 -
During Q1 of fiscal 1999, international expenses increased primarily due to
the addition of a second store in Panama (opened December 1997). Auto
Referral, Travel Program and other expenses decreased primarily due to the
elimination of the service center test program in May 1998.
CORPORATE ADMINISTRATIVE EXPENSES
Percent
Amounts Change Change
--------- --------- --------
1st Quarter-Fiscal 1999 $1,006 $ 242 32%
1st Quarter-Fiscal 1998 764 - -
During Q1 fiscal 1999, corporate administrative expenses increased due to the
addition of a Company-wide employee bonus program and increased marketing
salaries and related expenses.
REAL ESTATE OPERATIONS (NET)
Gain Net
Revenues Expenses On Sales Income
---------- --------- ---------- --------
1st Quarter-Fiscal 1999 $ 217 $(145) $ 221 $ 293
1st Quarter-Fiscal 1998 680 (426) 109 363
Real estate operations relate to properties held for sale which were
transferred to the Company in connection with the Distribution and reflect
rental revenue, operating expenses, and gain or loss on sales of properties.
The Company expects the remaining properties to be sold during fiscal 1999.
The decrease in net income from real estate operations during Q1 fiscal 1999
was primarily due to reduced revenues and operating expenses resulting from
the disposition of income-producing properties. The decrease is partially
offset by a higher gain on the sale of properties.
INTEREST INCOME AND REALIZED GAINS ON SALES OF MARKETABLE SECURITIES
Interest income for the Company reflects earnings on marketable securities,
cash balances, City Notes and certain secured notes receivable from buyers of
formerly owned properties. During Q1 of fiscal 1999, interest income
increased primarily due to realized gains on sales of marketable securities.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Liquidity and Capital Resources" for further discussion.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by (used in) the Company's operations during Q1 of fiscal 1999
and 1998 was $5.7 million, and $(4.9) million, respectively.
The Company expects to satisfy short-term liquidity requirements through its
cash and marketable securities, cash from operations of the Company's
businesses, and principal and interest payments on the City Notes and other
note receivable. The Company also expects to generate cash from sales of the
properties held for sale. The Company also anticipates that the Company's
joint ventures will obtain loans secured by the assets of the joint ventures.
9
In September 1998, the Company repurchased 150,000 shares of its common stock
for $2.3 million, completing the share repurchase program it initiated in
conjunction with the 1998 Equity Participation Plan. Repurchased shares will
be added to the Company's treasury shares and will be used to fund the
balance of the 700,000 shares authorized for issuance under the 1998 Equity
Participation Plan.
In November 1998, the Company announced that it would use up to an additional
$5.0 million to repurchase shares of the Company's common stock. During
November 1998, the Company repurchased 277,614 shares under this program for
$4.2 million.
In September 1998, the Company entered into an agreement with PSC, S.A.,
whose stockholders are Latin American businessmen, to open nine PriceSmart
membership shopping warehouses in Costa Rica, the Dominican Republic, El
Salvador, Honduras, and Nicaragua. The total cost of the project is projected
at $84.4 million of which $33.8 million is to be contributed in cash by the
partners and $50.6 million is to be borrowed. PriceSmart owns 60% of this
venture.
In September 1998, the Company made a $5.9 million, five year term loan to
its Panama joint venture. The loan yields interest at a rate of 3-month LIBOR
+ 1 3/4%. Loan proceeds were used to repay Panama's bank borrowings of $3.7
million, with the remaining balance to be used in connection with future
business opportunities.
In November 1998, the Company took advantage of changing market conditions
and sold its investment portfolio, realizing a gain of $558,000. The cash
balances currently reflected on the balance sheet have been re-invested in
alignment with the Company's future cash needs.
Additionally, the Company estimates that it will spend approximately $.3
million for central office fixtures and equipment, and $10 million for
business opportunities that may arise. Actual capital expenditures,
investment in merchandising businesses and net proceeds realized from
property sales for fiscal 1999 may vary from estimated amounts depending on
business conditions and other risks and uncertainties to which the Company
and its businesses are subject.
The Company believes that its cash balances, marketable securities and net
cash provided by operating activities, principal and interest payments on
notes receivable and sales of its properties held for sale and bank
borrowings will be sufficient to meet its working capital expenditure
requirements for at least the next 12 months. Management intends to invest
the Company's cash in excess of current operating requirements in short-term,
interest-bearing, investment-grade securities.
Certain Asian markets served by the Company have experienced a significant
devaluation of local currencies relative to the U.S. dollar. Because the
Company transacts its business in the Asian markets in U.S. dollars, the
Company does not bear exchange rate risk. However, devaluation of local
currencies relative to the U.S. dollar causes U.S. merchandise to be less
affordable, and generally has a negative impact on the Company's sales of
U.S.-sourced goods to the affected markets, location sales and royalty
income. The Company's licensees in Indonesia and Guam were particularly
affected by the economic crisis, which largely contributed to the
cancellation of the Indonesian license agreement and the closing of the Guam
store in fiscal 1998. Neither of these issues resulted in a material economic
loss to the Company.
The Company's risk of loss in certain markets most affected by the Asian
economic downturn discussed is immaterial because the Company conducts
business in such markets through licensing arrangements rather than
Company-owned stores.
In November 1998, Honduras and Nicaragua were severely damaged by a
hurricane. It is unclear to what extent the storm damage will impact the
Company's planned expansion in these countries.
SEASONALITY
Historically, the Company's merchandising businesses have experienced
moderate holiday retail seasonality in their markets. In addition to seasonal
fluctuations, the Company's operating results fluctuate quarter-to-quarter as
a result of economic and political events in markets served by the Company,
the timing of holidays, weather, timing of shipments, product mix, and cost
of U.S.-sourced products. Because of such fluctuations, the results of
operations of any quarter are not indicative of
10
the results that may be achieved for a full fiscal year or any future
quarter. In addition, there can be no assurance that the Company's future
results will be consistent with past results or the projections of securities
analysts.
IMPACT OF YEAR 2000
The year 2000 issue results from computer programs and hardware being written
with two digits rather than four digits to define the applicable year. As a
result, there is a risk that date sensitive software may recognize a date
using "00" as the year 1900, rather than the year 2000. This potentially
could result in system failure or miscalculations causing disruptions of
operations, including a temporary inability to process transactions or engage
in normal business activities.
The Company has already received letters of year 2000 compliance from its key
hardware and software vendors regarding the Company's core transaction
processing systems, including both the point of sale and back room processes.
In addition, the Company plans to conduct its own internal testing of year
2000 compliance by March 1999. Further, certain custom programs are planned
to be modified by February 1999. The total cost of the year 2000 project is
not expected to exceed $100,000, which excludes the cost of the recently
purchased hardware and software, which was already 2000 compliant.
The Company plans to initiate formal communications with its significant
suppliers and customers regarding year 2000 compliance. However, the
Company's systems interface with its suppliers is minimal, which makes the
Company less vulnerable.
The costs of the year 2000 project and the estimated completion date are
based on management's best estimates, which are derived utilizing numerous
assumptions. However, there can be no guarantee that these estimates will be
achieved and actual results could differ materially from the estimates.
Specific factors that might cause material differences include, but are not
limited to, the availability and cost of trained personnel, the ability to
locate and correct all relevant computer codes, and similar uncertainties.
11
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 2 - CHANGES IN SECURITIES
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.1 Promissory Note (Includes schedule showing certain
borrowers, dates of Notes, amounts of Notes and dates of
Pledge Agreements)
10.2 Pledge Agreement (Includes schedule showing certain
borrowers, dates of Notes, amounts of Notes and number
of pledged shares)
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed for the 3 months ended November
30, 1998
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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.
PRICESMART, INC.
REGISTRANT
Date: January 14, 1999 /s/ Gilbert A. Partida
----------------------
Gilbert A. Partida
PRESIDENT & CHIEF EXECUTIVE OFFICER
Date: January 14, 1999 /s/ Karen J. Ratcliff
---------------------
Karen J. Ratcliff
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
13