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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1996
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 #0-8707
NATURE'S SUNSHINE PRODUCTS, INC.
(Exact Name of Registrant)
UTAH 87-0327982
------------------------ ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
75 East 1700 South
Provo, Utah 84606
(Principal Executive Offices)
(801) 342-4407
(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 such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
The number of shares of common stock, without par value, outstanding as of
July 31, 1996, was 18,853,719.
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PART I FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollar Amounts In Thousands)
(UNAUDITED)
JUNE 30 DECEMBER 31
1996 1995
ASSETS ----------- -----------
CURRENT ASSETS:
Cash and cash equivalents $22,353 $14,172
Accounts receivable, net 7,071 6,042
Inventories 23,845 23,127
Prepaid expenses and other 5,981 3,619
Notes receivable due from related parties 143 213
------- -------
Total Current Assets 59,393 47,173
PROPERTY, PLANT AND
EQUIPMENT, net 15,540 13,088
LONG-TERM INVESTMENTS 2,307 2,381
OTHER ASSETS 2,466 2,605
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$79,706 $65,247
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------- -------
The accompanying notes to the financial statements are an
integral part of these consolidated condensed balance sheets.
2
NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
(Dollar Amounts In Thousands)
(UNAUDITED)
JUNE 30 DECEMBER 31
1996 1995
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt $ 2,475 $ 2,042
Accounts payable 4,540 5,031
Accrued volume incentives 9,527 7,207
Accrued liabilities 9,956 6,577
Income taxes payable 2,213 1,883
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Total Current Liabilities 28,711 22,740
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DEFERRED INCOME TAXES 1,059 1,002
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SHAREHOLDERS' EQUITY:
Common stock, no par value, 20,000,000 shares
authorized; 19,445,734 shares issued 32,549 31,263
Retained earnings 25,590 19,214
Treasury stock, at cost, 592,015 and 1,011,607
shares at June 30, 1996 and December 31,
1995, respectively (4,308) (4,942)
Receivables due from related parties (229) (293)
Cumulative translation adjustments (3,666) (3,737)
------- -------
Total Shareholders' Equity 49,936 41,505
------- -------
$79,706 $65,247
------- -------
------- -------
The accompanying notes to the financial statements are an
integral part of these consolidated condensed balance sheets.
3
NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Amounts In Thousands, Except Per-Share Information)
THREE MONTHS ENDED
JUNE 30
--------------------------
(UNAUDITED)
1996 1995
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SALES REVENUE $63,182 $50,725
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COSTS AND EXPENSES:
Cost of goods sold 11,565 9,523
Volume incentives 28,750 23,104
Selling, general and administrative 15,542 13,446
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55,857 46,073
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OPERATING INCOME 7,325 4,652
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OTHER INCOME (EXPENSE):
Interest and other income 313 498
Interest expense (6) (53)
Foreign exchange loss, net (162) (86)
Minority interest (218) 21
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(73) 380
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INCOME BEFORE INCOME TAXES 7,252 5,032
PROVISION FOR INCOME TAXES 2,910 2,060
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NET INCOME $ 4,342 $ 2,972
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------- -------
NET INCOME PER COMMON SHARE $ 0.22 $ 0.16
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WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 19,834 18,629
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------- -------
The accompanying notes to the financial statements are an integral
part of these consolidated condensed statements of income.
4
NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Amounts In Thousands, Except Per-Share Information)
Six Months Ended
June 30
---------------------
(Unaudited)
1996 1995
--------- ---------
SALES REVENUE $ 123,295 $ 97,787
--------- ---------
COSTS AND EXPENSES:
Cost of goods sold 21,949 18,752
Volume incentives 56,646 44,898
Selling, general and administrative 32,295 26,498
--------- ---------
110,890 90,148
--------- ---------
OPERATING INCOME 12,405 7,639
--------- ---------
OTHER INCOME (EXPENSE):
Interest and other income 1,057 897
Interest expense (38) (97)
Foreign exchange loss, net (369) (213)
Minority interest (223) 247
--------- ---------
427 834
--------- ---------
INCOME BEFORE INCOME TAXES 12,832 8,473
PROVISION FOR INCOME TAXES 5,214 3,487
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NET INCOME $ 7,618 $ 4,986
--------- ---------
--------- ---------
NET INCOME PER COMMON SHARE $ 0.39 $ 0.27
--------- ---------
--------- ---------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 19,661 18,617
--------- ---------
--------- ---------
The accompanying notes to the financial statements are an integral
part of these consolidated condensed statements of income.
5
NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollar Amounts In Thousands)
Six Months Ended
June 30
-----------------------
Increase (Decrease) in Cash and Cash Equivalents (Unaudited)
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from sales revenue $ 121,832 $ 96,632
Cash paid as volume incentives (53,898) (43,340)
Cash paid to suppliers and employees (53,081) (45,603)
Income taxes paid (4,827) (2,717)
Interest received 1,123 724
Interest paid (38) (97)
--------- --------
Net Cash Provided by Operating Activities 11,111 5,599
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,067) (1,710)
Purchase of other assets (156) (12)
Payments received on long-term receivables 110 68
Short-term related party receivables, net 201 (332)
Sale of long-term investments, net 73 19
Proceeds from sale of assets --- 258
Investment in subsidiaries --- (247)
--------- --------
Net Cash Used in Investing Activities (3,839) (1,956)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of cash dividends (1,242) (1,220)
Proceeds from exercise of stock options 1,915 160
Proceeds from short-term debt, net 433 633
Purchase of treasury stock --- (1,298)
Issuance of treasury stock 6 ---
--------- --------
Net Cash Provided by (Used in) Financing
Activities 1,112 (1,725)
--------- --------
EFFECT OF EXCHANGE RATES ON CASH (203) (213)
--------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 8,181 1,705
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 14,172 11,201
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 22,353 $ 12,906
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--------- --------
The accompanying notes to the financial statements are an integral
part of these consolidated condensed statements of cash flows.
6
NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
Reconciliation of Net Income to Net Cash Provided by Operating Activities
(Dollar Amounts In Thousands)
Six Months Ended
June 30
-----------------------
(Unaudited)
1996 1995
--------- --------
NET INCOME $ 7,618 $ 4,986
--------- --------
Bad debt expense 36 20
Depreciation and amortization 1,729 1,217
Increase in accounts receivable (1,065) (1,135)
Increase in inventories (718) (1,472)
Increase in prepaid expenses and other (2,357) (568)
Increase in income taxes payable 331 411
Increase in accrued liabilities and
volume incentives 5,698 3,742
Decrease in accounts payable (491) (663)
Increase (decrease) in deferred income taxes 57 (229)
Cumulative translation adjustments 273 (710)
--------- --------
Total Adjustments 3,493 613
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Net Cash Provided by Operating
Activities $ 11,111 $ 5,599
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--------- --------
The accompanying notes to the financial statements are an integral
part of these consolidated condensed statements of cash flows.
7
NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(1) INTERIM FINANCIAL STATEMENT POLICIES AND DISCLOSURES
The unaudited, consolidated, condensed financial statements of Nature's
Sunshine Products, Inc. and subsidiaries included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally required in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading.
These consolidated, condensed financial statements reflect all adjustments,
which in the opinion of management, are necessary to a fair statement of
financial position as of June 30, 1996, and the results of operations for the
interim periods presented. All of the adjustments which have been made in these
consolidated, condensed financial statements are of a normal recurring nature.
Weighted average number of common shares outstanding and all per share
amounts included in the condensed financial statements have been adjusted to
reflect the three-for-two stock split effected in March of 1996.
It is suggested that these consolidated, condensed financial statements
be read in conjunction with the financial statements and the notes thereto
included in the Company's latest Annual Report on Form 10-K.
(2) INVENTORIES
Inventories consist of:
(Dollars in Thousands)
(Unaudited)
June 30 December 31
1996 1995
----------- -----------
Raw materials $ 8,227 $ 7,772
Work in process 1,328 1,123
Finished goods 14,290 14,232
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$23,845 $23,127
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8
NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(3) EARNINGS PER SHARE
Outstanding stock options are considered common stock equivalents and
are included in the computation of primary earnings per share.
As of June 30, 1996, the Company had a total of 3,108,174 options
outstanding. The options were all granted at market prices, which vary from
$1.79 to $22.25 per share.
(4) QUARTERLY CASH DIVIDENDS
The Company has declared 32 consecutive quarterly cash dividends. The most
recent quarterly cash dividend of 3 1/3 cents per common share was declared on
August 5, 1996, to shareholders of record on August 16, 1996, payable August 26,
1996.
(5) TRANSLATION OF FOREIGN CURRENCY
The financial statements of the international subsidiaries have been
translated to U.S. dollars in accordance with the provisions of SFAS No. 52.
As a result of its international operations, the Company is subject to
foreign currency fluctuations which may impact current earnings.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SUMMARY
The following table identifies (i) the relationship that net income items
disclosed in the consolidated condensed financial statements have to total
sales, and (ii) amount and percent of change of such items compared to the
corresponding prior period.
(Dollar Amounts In Thousands)
(i) (ii)
Income and Expense Three Months Ended June 30
Items as a Percent of Sales ----------------------------------------
- --------------------------- 1996 to 1995 1995 to 1994
Three Months Ended ---------------------- ------------
June 30 Amount of Percent Percent
- ---------------------------- Income and Increase/ of of
1996 1995 Expense Items (Decrease) Change Change
------ ------ ------------- --------- ------- -------
100.00% 100.00% Sales revenue $12,457 24.56% 32.40%
------ ------ ------- ------ ------
18.30 18.77 Cost of sales 2,043 21.45 26.84
45.51 45.55 Volume incentives 5,646 24.44 29.51
24.60 26.51 SG&A expenses 2,095 15.58 43.67
------ ------ ------- ------ ------
88.41 90.83 9,784 21.24 32.75
------ ------ ------- ------ ------
11.59 9.17 Operating income 2,673 57.46 29.02
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0.50 0.98 Interest and other income (185) (37.20) 40.56
(0.01) (0.10) Interest expense 47 88.82 (100.00)
(0.26) (0.17) Foreign exchange loss (76) (87.87) (54.23)
(0.34) 0.04 Minority interest (238) (1,183.29) (72.89)
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(0.11) 0.75 (452) (119.46) 1.18
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11.48 9.92 Income before income taxes 2,221 44.14 26.39
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4.61 4.06 Provision for income taxes 851 41.31 18.08
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6.87% 5.86% Net income $ 1,370 46.09% 32.87%
------ ------ ------- ------ ------
------ ------ ------- ------ ------
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SUMMARY
The following table identifies (i) the relationship that net income items
disclosed in the consolidated condensed financial statements have to total
sales, and (ii) amount and percent of change of such items compared to the
corresponding prior period.
(Dollar Amounts In Thousands)
(i) (ii)
Income and Expense Six Months Ended June 30
Items as a Percent of Sales ----------------------------------------
- --------------------------- 1996 to 1995 1995 to 1994
Six Months Ended ---------------------- ------------
June 30 Amount of Percent Percent
- ---------------------------- Income and Increase/ of of
1996 1995 Expense Items (Decrease) Change Change
------ ------ ------------- --------- ------- -------
100.00% 100.00% Sales revenue $25,508 26.09% 29.26%
------ ------ ------- ------ ------
17.80 19.18 Cost of sales 3,197 17.05 28.82
45.95 45.91 Volume incentives 11,748 26.17 26.27
26.19 27.10 SG&A expenses 5,797 21.88 40.48
------ ------ ------- ------ ------
89.94 92.19 20,742 23.01 30.69
------ ------ ------- ------ ------
10.06 7.81 Operating income 4,766 62.39 14.48
------ ------ ------- ------ ------
0.86 0.92 Interest and other income 160 17.84 79.29
(0.03) (0.10) Interest expense 59 60.82 100.00
(0.30) (0.22) Foreign exchange loss (156) (73.24) (20.20)
(0.18) 0.25 Minority interest (469) (190.65) 118.17
------ ------ ------- ------ ------
0.35 0.85 (406) (48.74) 140.52
------ ------ ------- ------ ------
10.41 8.66 Income before income taxes 4,360 51.46 20.71
------ ------
4.23 3.56 Provision for income taxes 1,728 49.57 13.15
------ ------ ------- ------ ------
6.18% 5.10% Net income $ 2,632 52.79% 26.62%
------ ------ ------- ------ ------
------ ------ ------- ------ ------
11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
SALES REVENUE:
The Company reported record consolidated sales for the three and six
months ended June 30, 1996. Sales revenue for the three and six months ended
June 30, 1996, was $63 million and $123 million compared to $51 million and
$98 million, an increase of 25 percent and 26 percent compared to
corresponding periods of 1995, respectively.
Management believes the increase in sales for the three- and six-month
periods is attributable to the expansion of the Company's independent sales
force, a continued increase of consumer awareness and interest in natural
health and nutritional products and incentives the Company offers its
independent sales force. Additionally, the Company's sales revenue growth has
been enhanced through international expansion. The Company's international
operations reported sales revenue of $43 million for the six months ended
June 30, 1996, an increase of 32 percent compared to the same period in 1995.
The Company's independent sales force consists of Managers and
Distributors. A Distributor interested in earning additional income by
committing more time and effort to selling the Company's products may attain
the rank of "Manager." Appointment as a Manager is dependent upon attaining
certain purchase volume levels and demonstrating leadership abilities. The
number of Managers increased to 15,309 at June 30, 1996, from 10,396 at June
30, 1995. The number of Distributors at June 30, 1996, was 485,500 compared
to 280,830 at June 30, 1995.
12
VOLUME INCENTIVES:
The dollar increase in volume incentives, for the three and six months
ended June 30, 1996, is directly related to the increase in sales revenue.
Volume incentives are an integral part of the Company's direct sales
marketing program and are payments to independent sales force members for
reaching certain levels of sales performance and organizational development.
Volume incentives vary slightly, on a percentage basis, by product due to the
Company's pricing policies.
Management expects volume incentives to remain relatively constant, as
a percent of sales, during the rest of 1996.
COST OF GOODS SOLD:
The Company has experienced a decrease in cost of goods sold of .47
percent and 1.38 percent, as a percentage of sales, for the three and six
months ended June 30, 1996, respectively, compared to the same period last
year. The decrease in cost of goods sold, as a percentage of sales, was
primarily related to increased efficiencies in the Company's manufacturing
operations. Management expects cost of goods sold to decrease slightly as a
percent of sales during the rest of 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
The Company experienced a decrease in selling, general and
administrative expenses (SG&A) of 1.91 percent and .91 percent, as a percent
of sales, during the three and six month periods ended June 30, 1996,
respectively, compared to the corresponding periods of 1995.
The decrease in SG&A expenses, as a percentage of sales, resulted from
efficiencies due to the increase in sales revenue and improved budgetary
controls and efforts to reduce dollar increases in SG&A. Management expects
SG&A to decrease slightly, as a percentage of sales, during the rest of 1996.
13
SUBSIDIARY OPERATIONS:
Domestic and international sales for the six months ended June 30,
1996, compared to the previous year are as follows:
SALES REVENUE
(Dollars in Thousands)
(Unaudited)
1996 1995
-------- -------
DOMESTIC SALES REVENUE $ 80,777 $65,664
-------- -------
INTERNATIONAL SALES REVENUE:
Americas 33,308 24,099
Asia Pacific 6,716 5,404
Other 2,494 2,620
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TOTAL INTERNATIONAL 42,518 32,123
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TOTAL SALES REVENUE $123,295 $97,787
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Domestic and international operating income for the six months ended
June 30, 1996, compared to the previous year are as follows:
OPERATING INCOME
(Dollars in Thousands)
(Unaudited)
1996 1995
-------- -------
DOMESTIC OPERATING INCOME $ 7,814 $5,140
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INTERNATIONAL OPERATING INCOME:
Americas 4,477 2,618
Asia Pacific 7 (501)
Other 107 382
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TOTAL INTERNATIONAL 4,591 2,499
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TOTAL OPERATING INCOME $12,405 $7,639
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14
Domestic and international assets as of June 30, 1996, compared to
December 31, 1995, balances are as follows:
(Dollars in Thousands)
(Unaudited)
June 30 December 31
1996 1995
----------- -----------
ASSETS
DOMESTIC ASSETS $50,280 $40,996
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INTERNATIONAL ASSETS:
Americas 24,320 18,941
Asia Pacific 4,178 4,239
Other 928 1,071
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TOTAL INTERNATIONAL 29,426 24,251
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TOTAL ASSETS $79,706 $65,247
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BALANCE SHEET
ACCOUNTS RECEIVABLE
Accounts receivable increased approximately $1 million during the six
months ended June 30, 1996. The increase in receivables is related to the
Company's growing international operations as well as promotional incentives
offered during the second quarter.
PREPAID EXPENSES AND OTHER
Prepaid expenses and other increased approximately $2 million during
the six months ended June 30, 1996. The increase is the result of deposits
made for the Company's travel incentive programs as well as required tax
deposits.
ACCRUED VOLUME INCENTIVES
Accrued volume incentives increased approximately $2 million during
the first six months of the year as a direct result of increased sales
revenue.
15
ACCRUED LIABILITIES
The balance of accrued liabilities increased approximately $3 million
during the six months ended June 30, 1996. The increase in accrued
liabilities reflects the increased level of sales revenue and related
accruals for incentives such as conventions and other travel awards.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased approximately $8 million for the
six months ended June 30, 1996. The increase in cash and cash equivalents is
primarily the result of operations as well as increases in current
liabilities.
The Company acquired approximately $4 million in machinery, equipment
and building improvements during the first six months of 1996 to improve its
manufacturing and administrative capabilities. Approximately $1.2 million
was used for the payment of dividends during the first six months.
Management believes the Company's stock is an attractive investment
and, from time to time pursuant to its previously announced 660,000 share
stock buyback program, may utilize a portion of its available cash to
purchase up to the remaining balance of approximately 153,000 shares of its
stock should market conditions warrant.
The Company is in the process of establishing a new international
subsidiary. Management expects that this new operation may require initial
capitalization of approximately $1 million during the next twelve to eighteen
months.
The Company is evaluating the need to expand its domestic
manufacturing, inventory and other facilities. The Company may consider
long-term financing for these projects in the event that they require
significant capital outlays, otherwise these facilities will be funded
through working capital.
16
Management believes that future working capital requirements can be
internally funded. Management expects cash and investments to increase
during the remainder of 1996, primarily resulting from operations. However,
cash and investments may be reduced in the event the Company proceeds with
the capital projects mentioned above.
17
PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on May
20, 1996. At the meeting, the following persons were re-elected as Directors
of the Company to serve until the next Annual Meeting or until their
successors are elected and qualified.
WITHHOLD
DIRECTOR FOR AUTHORITY
------------------ ---------- ---------
Kristine F. Hughes 17,100,788 185,586
Alan D. Kennedy 17,100,444 185,830
At the meeting, the shareholders also adopted and approved the
Company's 1995 Stock Option Plan as described in the Company's Proxy
Statement for the meeting. Shareholders voted on the Plan as follows:
ABSTENTIONS
OR
FOR AGAINST NON-VOTES
---------- --------- -----------
11,784,337 2,206,231 -0-
18
PART II OTHER INFORMATION (cont.)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) No exhibits are required to be filed by Item 601 of Regulation S-K.
b) No reports were filed on Form 8-K during the quarter for which this
report is filed.
OTHER ITEMS
There were no other items to be reported under Part II of this report.
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.
NATURE'S SUNSHINE PRODUCTS, INC.
August 8, 1996 /s/ Alan D. Kennedy
-----------------------------------------
Alan D. Kennedy, President and
Chief Executive Officer
August 8, 1996 /s/ Douglas Faggioli
-----------------------------------------
Douglas Faggioli, Chief Financial Officer
19