N-Q 1 fp0039946_nq.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS

OF REGISTERED MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number 811-23188

 

Partners Group Private Income Opportunities, LLC

(Exact name of registrant as specified in charter)

 

c/o Partners Group (USA) Inc.

1114 Avenue of the Americas, 37th Floor

New York, NY 10036

(Address of principal executive offices) (Zip code)

 

Robert M. Collins

1114 Avenue of the Americas, 37th Floor

New York, NY 10036

(Name and address of agent for service)

 

Registrant's telephone number, including area code: (212) 908-2600

 

Date of fiscal year end: March 31

 

Date of reporting period: December 31, 2018

 

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

 

 

 

ITEM 1. SCHEDULE OF INVESTMENTS.

 

The Schedule(s) of Investments is attached herewith.

 

Partners Group Private Income Opportunities, LLC

(a Delaware Limited Liability Company)

 

Schedule of Investments —

December 31, 2018 (Unaudited)

 

The unaudited schedule of investments of Partners Group Private Income Opportunities, LLC (the “Fund”), a Delaware limited liability company that is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company, as of December 31, 2018 is set forth below:

 

INVESTMENT PORTFOLIO AS A PERCENTAGE OF TOTAL NET ASSETS

 

Piechart

 

Private Credit Investments (86.47%)

 
Equity (6.20%) 

Investment

Type

  Acquisition
Date
   Shares  

Fair

Value*

 
North America (6.20%)                 
Acrisure Holdings, Inc. +, a  Preferred equity  12/10/18    2,505,920   $2,610,935 
BI Gen Holdings, Inc. +, a  Common equity  09/05/18    14,561    138,522 
CB Titan MidCo Holdings, Inc. +, a  Common equity  05/01/17    56,634    59,676 
KDOR Merger Sub Inc. +, a  Common equity  05/11/18    250,000    222,248 
KKR Enterprise Co-Invest L.P. +, a  Common equity  10/09/18    548    548,143 
KSLB Holdings, LLC +, a  Common equity  07/30/18    252,000    252,000 
Safari Co-Investment L.P. +, a, b  Limited partnership interest  03/14/18        261,289 
Shermco Intermediate Holdings, Inc. +, a  Common equity  06/05/18    2,500    65,724 
Total North America (6.20%)               4,158,537 
Total Equity (6.20%)              $4,158,537 

 

Debt (80.27%)  Interest  Acquisition
Date
  Maturity
Date
  Investment
Type
  Principal  

Fair

Value*

 
Asia - Pacific (0.97%)                      
C0001 Pty Ltd +, a  PIK 12.75%  08/31/17  08/31/23  Mezzanine  $634,334    649,533 
Total Asia - Pacific (0.97%)                    649,533 
North America (54.93%)                      
Bracket Intermediate Holding Corp. +, a  Cash 8.13% + L (1.00% Floor)^^  09/05/18  08/31/26  Second Lien   1,950,000    1,871,461 
Bullhorn, Inc. +, a  Cash 6.75% + L (1.00% Floor)^^  11/21/17  11/21/22  Senior   362,247    353,896 
Chase Industries, Inc. a, c  Cash 7.25% + L (1.00% Floor)^^  05/11/18  05/11/26  Second Lien   500,000     
Chase Industries, Inc. +, a  Cash 8.00% + L (1.00% Floor)^^  05/11/18  05/11/26  Second Lien   1,925,000    1,823,508 
Checkers Holdings, Inc. +, a  Cash 4.25% + L (1.00% Floor)^  05/09/17  04/25/24  Senior   156,000    147,372 
Checkers Holdings, Inc. +, a  Cash 8.00% + L (1.00% Floor)^  04/25/17  04/25/25  Second Lien   446,200    388,047 
CIBT Global, Inc. +, a  Cash 4.00% + L (1.00% Floor)^^  06/19/17  06/01/24  Senior   440,160    431,351 
DG Investment Intermediate Holdings 2, Inc. +, a  Cash 6.75% + L (0.75% Floor)^  03/01/18  02/02/26  Second Lien   2,089,500    2,005,500 
Diligent Corporation +, a  Cash 5.50% + L (1.00% Floor)^^  05/12/17  04/14/22  Senior   1,339,591    1,324,268 
Edgewood Partners Holdings, LLC +, a  Cash 4.25% + L (1.00% Floor)^  09/29/17  09/08/24  Senior   924,656    923,859 
Envision Healthcare Corporation +, a  Cash 7.75% + L^  10/11/18  10/11/26  Mezzanine   3,765,450    3,690,141 
Explorer Holdings, Inc. +, a  Cash 8.25% + L (1.00% Floor)^^  07/31/17  05/02/24  Second Lien   1,559,985    1,566,047 
Galls, LLC +, a  Cash 6.25% + L (1.00% Floor)^  02/07/18  01/31/25  Senior   444,070    433,493 
GHX Ultimate Parent Corporation +, a  Cash 3.25% + L (1.00% Floor)^^  07/25/17  06/22/24  Senior   992,250    945,781 
Heartland Dental, LLC +, a  Cash 3.75% + L^  05/15/18  04/30/25  Senior   1,810,876    1,748,683 
Idera, Inc. +, a  Cash 4.50% + L (1.00% Floor)^  08/03/17  06/27/24  Senior   659,455    638,734 
Institutional Shareholder Services Inc. +, a  Cash 7.75% + L (1.00% Floor)^^  10/27/17  10/16/25  Second Lien   1,184,050    1,172,150 
KSLB Holdings, LLC +, a  Cash 8.75% + L (1.00% Floor)^  07/30/18  07/30/26  Second Lien   2,520,000    2,438,100 
Ministry Brands, LLC +, a  Cash 4.00% + L (1.00% Floor)^  04/11/17  12/02/22  Senior   1,278,179    1,235,451 
National Spine & Pain Centers, LLC +, a  Cash 4.50% + L (1.00% Floor)^  06/30/17  06/02/24  Senior   543,900    538,475 
Pearl Intermediate Parent, LLC +, a  Cash 6.25% + L^  03/21/18  02/13/26  Second Lien   1,603,674    1,590,607 
Peraton Corp. +, a  Cash 5.25% + L (1.00% Floor)^  06/09/17  04/29/24  Senior   588,000    576,225 
Prometric Holdings, Inc. +, a  Cash 7.50% + L (1.00% Floor)^  01/29/18  01/29/26  Second Lien   994,250    981,876 
Radiology Partners, Inc. +, a  Cash 7.25% + L^^  08/10/18  07/09/26  Second Lien   4,032,399    3,937,234 
Shermco Intermediate Holdings, Inc. a, c  Cash 4.50% + L (1.00% Floor)^  06/05/18  06/05/20  Senior   690,000     
Shermco Intermediate Holdings, Inc. +, a  Cash 4.50% + L (1.00% Floor)^  06/05/18  06/05/24  Senior   619,059    630,445 

 

 

 

Partners Group Private Income Opportunities, LLC

(a Delaware Limited Liability Company)

 

Schedule of Investments —

December 31, 2018 (Unaudited) (continued)

 

Private Credit Investments (continued)
Debt (continued)                      
   Interest 

Acquisition

Date

 

Maturity

Date

 

Investment

Type

  Principal  

Fair

Value*

 
SSH Group Holdings, Inc. +, a  Cash 8.25% + L^^  08/21/18  07/30/26  Second Lien   2,120,000   $2,055,976 
TecoStar Holdings, Inc. +, a  Cash 8.50% + L (1.00% Floor)^  05/01/17  11/01/24  Second Lien   511,875    491,631 
Vetcor Professional Practices LLC a, c  Cash 6.50% + L^  07/02/18  07/02/26  Second Lien   613,333     
Vetcor Professional Practices LLC +, a  Cash 6.50% + L^  07/02/18  07/02/26  Second Lien   2,990,000    2,914,833 
Total North America (54.93%)                    36,855,144 
Rest of World (3.94%)                      
AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a  Cash 7.25% + E###  10/12/18  07/10/26  Second Lien   1,052,010    983,458 
AI Sirona (Luxembourg) Acquisition S.a.r.l. +, a  Cash 4.75% + L^^^  10/05/18  07/10/25  Senior   1,682,266    1,665,444 
Total Rest of World (3.94%)                    2,648,902 
Western Europe (20.43%)                      
Alpha Bidco SAS +, a  Cash 3.25% + E##  08/02/18  06/29/25  Senior   1,143,489    1,136,056 
Altran Technologies S.A. +, a  Cash 2.75% + E##  04/10/18  03/20/25  Senior   836,511    829,692 
Atlas Packaging GmbH +, a  Cash 7.75% + E#  09/14/18  07/31/26  Second Lien   2,819,845    2,721,150 
CD&R Firefly Bidco Limited +, a  Cash 7.75% + L^^  06/21/18  06/18/26  Second Lien   2,098,563    2,087,062 
Cidron Atrium SE +, a  Cash 7.00% + E (0.50% Floor)###  02/28/18  02/28/26  Second Lien   1,037,181    1,042,151 
EG Finco Limited +, a  Cash 7.75% + E (1.00% Floor)###  06/21/18  04/20/26  Second Lien   2,343,353    2,345,329 
Everest Bidco SAS +, a  Cash 7.50% + L (1.00% Floor)^^  07/10/18  07/04/26  Second Lien   1,918,329    1,860,779 
Pharmathen Global B.V. +, a  Cash 4.25% + E###  08/02/17  08/02/23  Senior   426,451    410,132 
RivieraTopco SARL +, a  PIK 8.50%; E (1.00% Floor)###  12/08/17  05/08/24  Mezzanine   1,282,419    1,274,107 
Total Western Europe (20.43%)               13,706,458 
Total Debt (80.27%)            $53,860,037 
                       
Total Private Credit Investments (Cost $59,391,921)(86.47%)            $58,018,574 
                       
Total Investments (Cost $59,391,921)(86.47%)            $58,018,574 
                       
Other Assets in Excess of Liabilities (13.53%)            $9,075,564 
                       
Net Assets (100.00%)            $67,094,138 

 

* The Fair Value of any Investment may not necessarily reflect the current or expected future performance of such Investment or the Fair Value of the Fund's interest in such Investment. Furthermore, the Fair Value of any Investment has not been calculated, reviewed, verified or in any way approved by such Investment or its general partner, manager or sponsor (including any of its affiliates). Please see below for further detail regarding the valuation policy of the Fund.

 

+ The fair value of the investment was determined using significant unobservable inputs.

 

^ The interest rate on these loans is subject to the greater of a LIBOR floor or 1 month LIBOR plus a base rate. The 1 month LIBOR as of December 31, 2018 was 2.50%.

 

^^ The interest rate on these loans is subject to the greater of a LIBOR floor or 3 month LIBOR plus a base rate. The 3 month LIBOR as of December 31, 2018 was 2.81%.

 

^^^ The interest rate on these loans is subject to the greater of a LIBOR floor or 6 month LIBOR plus a base rate. The 6 month LIBOR as of December 31, 2018 was 2.88%.

 

# As of December 31, 2018, 1 month Euribor was -0.36%.

 

 

 

Partners Group Private Income Opportunities, LLC

(a Delaware Limited Liability Company)

 

Schedule of Investments —

December 31, 2018 (Unaudited) (continued)

 

## As of December 31, 2018, 3 month Euribor was -0.31%.
 
### As of December 31, 2018, 6 month Euribor was -0.24%.
 
a Private credit investments are generally issued in private placement transactions and as such are generally restricted as to resale. Each investment may have been purchased on various dates and for different amounts. The date of the first purchase is reflected under Acquisition Date as shown in the Schedule of Investments. Total fair value of restricted investments as of December 31, 2018 was $58,018,574, or 100.00% of net assets. As of December 31, 2018, the aggregate cost of each investment restricted to resale was $2,455,802, 150,000, 56,634, 250,000, 548,143, 252,000, 256,811, 57,500, 715,785, 1,908,390, 363,498, 0, 1,928,971, 156,342, 448,617, 440,617, 2,090,303, 1,435,933, 925,325, 3,691,555, 1,566,376, 444,695, 993,229, 1,811,321, 660,691, 1,184,678, 2,440,890, 1,281,367, 544,524, 1,598,879, 588,643, 996,897, 3,998,365, 0, 623,174, 2,099,524, 514,044, 0, 2,921,652, 1,053,288, 1,709,336, 1,161,050, 904,447, 2,779,241, 2,184,895, 1,109,987, 2,380,104, 1,939,363, 442,555 and 1,326,480, respectively, totaling $59,391,921.
 
b Investment does not issue shares.
 
c Investment has been committed to but has not been funded by the Fund.

 

Legend:

 

E - Euribor

 

L - Libor  

 

PIK - Payment-in-kind

 

A summary of outstanding financial instruments at December 31, 2018 is as follows:

 

Forward Foreign Currency Contracts

 

Settlement Date  Counterparty   Currency
Purchased
   Currency
Sold
   Value   Unrealized
Appreciation
(Depreciation)
 
January 24, 2019  Bank of America   $5,081,852   £3,900,000   $4,976,307   $105,545 
March 21, 2019  Bank of America   $9,621,990   8,400,000   $9,667,864   $(45,874)
                      $59,671 

 

 

 

The Adviser may cause the Fund to enter forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. These contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date may be entered into either as a hedge or as a cross hedge against either specific transactions or portfolio positions. The objective of the Fund’s foreign currency hedging transactions is to reduce the risk that the U.S. Dollar value of the Fund’s foreign currency denominated investments will decline in value due to changes in foreign currency exchange rates. All forward foreign currency exchange contracts are “marked-to-market” daily at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the forward foreign currency exchange contract is offset by entering into a closing transaction or by the delivery or receipt of the currency. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. Dollar.

 

During the period from April 1, 2018 through December 31, 2018, the Fund entered into two long/short forward foreign currency exchange contracts. The Fund had $997,136 in net realized gains and a $34,775 change in net unrealized appreciation (depreciation) on forward foreign currency exchange contracts. The outstanding forward foreign currency exchange contract amounts at December 31, 2018 are representative of contract amounts during the period.

 

The information contained in this section should be read in conjunction with the Fund’s audited financial statements contained in its annual report for the year ended March 31, 2018.

 

Investments held by the Fund constitute a diversified portfolio of predominantly credit-related opportunities, including but not limited to, first and second lien senior secured loans, secured unitranche debt, unsecured debt (e.g., mezzanine debt), structurally subordinated instruments and equity instruments, as well as public debt, corporate bonds and other debt securities (“Private Credit Investments”).

 

In conformity with U.S. GAAP, investments are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Estimated values may differ from the values that would have been used if a ready market existed or if the investments were liquidated at the valuation date. A three-tier hierarchy is used to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:

 

Level 1 – Quoted prices are available in active markets for identical investments as of the measurement date. The type of investments included in Level 1 include marketable securities that are primarily traded on a securities exchange or over-the-counter. The fair value is determined to be the last sale price on the determination date, or, if no sales occurred on any such date, the mean between the closing bid and ask prices on such date. The Fund does not apply a blockage discount to the quoted price for these investments, even in situations where the Fund holds a large position and a sale could reasonably impact the quoted price.

 

Level 2 – Pricing inputs are other than quoted prices in active markets (i.e. Level 1 pricing) and fair value is determined through the use of models or other valuation methodologies through direct or indirect corroboration with observable market data. Investments which are generally included in this category include corporate notes, convertible notes, warrants and restricted equity securities. The fair value of legally restricted equity securities may be discounted depending on the likely impact of the restrictions on liquidity and the Adviser’s estimates.

 

Level 3 – Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment and/or estimation. Investments that are included in this category generally include equity and debt investments that are privately owned, as well as convertible notes and warrants that are not actively traded. The fair value for investments using Level 3 pricing inputs are based on the Adviser’s estimates that consider a combination of various performance measurements including the timing of the transaction, the market in which the investment operates, comparable market transactions, performance and projections and various performance multiples as applied to earnings before interest, taxes, depreciation and amortization or a similar measure of earnings for the latest reporting period and forward earnings, brokers quotes as well as discounted cash flow analysis.

 

 

 

The following table presents the Fund’s Investments at December 31, 2018 measured at fair value. Due to the inherent uncertainty of estimates, fair value determinations based on estimates may materially differ from the values that would have been used had a ready market for the securities existed.

 

Investments  Level 1   Level 2   Level 3   Total 
Private Credit Investments:                    
Debt  $   $   $53,860,037   $53,860,037 
Equity           4,158,537    4,158,537 
Total Private Credit Investments  $   $   $58,018,574   $58,018,574 
Total Investments  $   $   $58,018,574   $58,018,574 
Other Financial Instruments                    
Assets                    
Foreign Currency Exchange Contracts  $105,545   $   $   $105,545 
Total Assets  $105,545   $   $   $105,545 
Liabilities                    
Foreign Currency Exchange Contracts  $45,874   $   $   $45,874 
Total Liabilities  $45,874   $   $   $45,874 
Total Foreign Currency Exchange Contracts  $59,671   $   $   $59,671 

 

The following is a reconciliation of the amount of the account balances on April 1, 2018 and December 31, 2018 of those investments in which significant unobservable inputs (Level 3) were used in determining value:

 

  

Balance

as of

April 1,

2018

   Realized gain/(loss)   Net change in unrealized appreciation/ (depreciation)  

Gross

purchases

  

Gross

sales

  

Net amortization

of discount/

(premium)

  

Net

transfers in

or out of

Level 3

  

Balance

as of

December 31, 2018

 
Private Credit                                        
Investments:                                        
Debt  $41,978,384   $(236,410)  $(1,931,784)  $41,997,027   $(28,004,135)  $56,955   $   $53,860,037 
Equity    316,065        129,027    3,713,445                4,158,537 
Total Private Credit Investments  $42,294,449   $(236,410)  $(1,802,757)  $45,710,472   $(28,004,135)  $56,955   $   $58,018,574 

 

Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the period ended December 31, 2018, there were no transfers between levels.

 

The amount of the net change in unrealized depreciation for the period ended December 31, 2018 relating to investments in Level 3 assets still held at December 31, 2018 is $(1,640,129).

 

The Valuation Procedures are implemented by the Adviser and State Street Bank and Trust Company, the Fund’s administrator (the “Administrator”). Both the Adviser and the Administrator report to the Board. For third-party information, the Administrator monitors and reviews the methodologies of the various pricing services employed by the Fund. The Adviser employs valuation techniques for Private Credit Investments held by the Fund, which include discounted cash flow methods and market comparables. The Adviser and one or more of its affiliates may act as investment advisers to clients other than the Fund that hold Private Credit Investments held by the Fund. In such cases, the Adviser may value such Private Credit Investments in consultation with its affiliates. The valuations attributed to Private Credit Investments held by the Fund and other clients of the Adviser might differ as a result of differences in accounting, regulatory and other factors applicable to the Fund and the other clients.

 

The following is a summary of quantitative information about significant unobservable valuation inputs approved by the Adviser for Level 3 Fair Value Measurements for investments held as of December 31, 2018.

 

Type of Security  

Fair Value at

December 31, 2018 (000’s)*

   

Valuation

Technique(s)

 

Unobservable

Input

 

Range

(weighted average)

Private Credit Investments:                    
Debt   $ 15,534     Broker quotes   Indicative quotes for an inactive market    n/a – n/a (n/a)
    $ 24,941     Discounted cash flow   Discount factor    4.47% - 12.74% (8.30%)
    $ 10     Exit Price   Recent transaction price    n/a – n/a (n/a)
    $   13,682     Recent financing   Recent transaction price    n/a – n/a (n/a)
Equity   $ 3,358     Market comparable companies   Enterprise value to EBITDA multiple   9.41x - 16.50x (12.70x)
    $ 800     Recent financing   Recent transaction price   n/a – n/a (n/a)

 

*Level 3 fair value includes accrued interest.

 

Level 3 direct equity investments valued by using an unobservable input factor are directly affected by a change in that factor. For Level 3 debt investments, the Fund arrives at a fair value through the use of broker quotes, exit price, recent financing, market comparable companies and a discounted cash flows analysis which consider credit risk and interest rate risk of the particular investment. Significant increases or decreases in these inputs in isolation would result in a significantly lower or higher fair value measurement.

 

 

 

ITEM 2. CONTROLS AND PROCEDURES.

 

(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "Investment Company Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act (17 CFR 270.30a-3(d)) that occurred during the registrant's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

ITEM 3. EXHIBITS.

 

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act (17 CFR 270.30a-2(a)), for the Principal Executive Officer and Principal Financial Officer, are attached hereto.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Partners Group Private Income Opportunities, LLC  
     
By (Signature and Title)* /s/ Robert M. Collins  
  Robert M. Collins, President & Chief Executive Officer  
  (Principal Executive Officer)  
     
Date February 28, 2019  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)* /s/ Robert M. Collins  
  Robert M. Collins, President & Chief Executive Officer  
  (Principal Executive Officer)  
     
Date February 28, 2019  

 

By (Signature and Title)* /s/ Justin Rindos  
  Justin Rindos, Chief Financial Officer  
  (Principal Financial Officer)  
     
Date February 28, 2019  

 

*Print the name and title of each signing officer under his or her signature.