-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BiDhQHVBDhj1uSU4Qg+pyW1dlR5vD50BD5NCiJke2RnuEQEUzseLiOb+Z/he3AQY ixFKwXnZZsO14yT6NFAalA== 0001188112-08-002558.txt : 20080905 0001188112-08-002558.hdr.sgml : 20080905 20080905075453 ACCESSION NUMBER: 0001188112-08-002558 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080905 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080905 DATE AS OF CHANGE: 20080905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACETO CORP CENTRAL INDEX KEY: 0000002034 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 111720520 STATE OF INCORPORATION: NY FISCAL YEAR END: 0205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04217 FILM NUMBER: 081057527 BUSINESS ADDRESS: STREET 1: ONE HOLLOW LANE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5166276000 MAIL ADDRESS: STREET 1: ONE HOLLOW LANE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 FORMER COMPANY: FORMER CONFORMED NAME: ACETO CHEMICAL CO INC DATE OF NAME CHANGE: 19851203 8-K 1 t63569_8k.htm FORM 8-K t63569_8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
 
Date of Report (Date of earliest event reported):  September 5, 2008
 
 
 
 
Aceto Corporation
 
 
(Exact name of registrant as specified in its charter)
 
     
 
New York
 
 
(State or Other Jurisdiction of Incorporation)
 
 
000-04217 
 
11-1720520
(Commission File Number) 
 
(IRS Employer Identification Number)
 
 
One Hollow Lane, Suite 201, Lake Success, New York 11042
 
 
(Address of Principal Executive Offices)
 
 
 
(516) 627-6000
 
 
(Registrant’s Telephone Number, Including Area Code)
 
 
 
 N/A
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

□  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 Item 2.02 Results of Operations and Financial Condition.
 
On September 5, 2008, Aceto Corporation, a New York corporation (the “Registrant”), issued the attached press release that included financial information for its fourth quarter and fiscal year ended June 30, 2008.  A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.  The information in this Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit 99.1 Press Release issued by Aceto Corporation dated September 5, 2008
 
                                
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  ACETO CORPORATION  
  (Registrant)  
       
       
Dated:  September 5, 2008
By:
/s/ Leonard S. Schwartz  
  Leonard S. Schwartz  
  Chairman, CEO and President  
       
 

 
EXHIBIT INDEX


 
Exhibit No.
 
Exhibits.
 
       
99.1
  Press Release issued by Aceto Corporation dated September 5, 2008

 
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1
 
 graphic
 
 
Aceto Corporation
One Hollow Lane
Lake Success, New York 11042-1215
NEWS RELEASE
   
 
FOR IMMEDIATE RELEASE

ACETO ANNOUNCES RECORD YEARLY AND QUARTERLY RESULTS

Q4 2008 Net Income Up 89.7% on 20.1% Increase in Sales vs 2007


LAKE SUCCESS, NY – September 5, 2008 – Aceto Corporation (NASDAQ:ACET), a global leader in the sourcing, quality assurance, regulatory support, marketing and distribution of chemically derived pharmaceuticals, biopharmaceuticals, specialty chemicals and crop protection products, today announced results of operations for its fourth quarter and fiscal year ended June 30, 2008.

Net sales for the fourth quarter were $104.7 million, an increase of 20.1% from $87.2 million in the year ago quarter. This represents the second consecutive quarter of record quarterly sales. Gross profit increased 46.8% to $24.2 million in the 2008 fiscal quarter compared to $16.5 million in the 2007 quarter. SG&A expenses increased 16.8% to $12.5 million from $10.7 million. Net income increased 89.7% to $8.0 million, or $0.32 per diluted share, up from $4.2 million or $0.17 per diluted share in the 2007 quarter.

Net sales for the year ended June 30, 2008 were $359.6 million, a 14.7% increase from $313.5 million for fiscal 2007. Gross profit for fiscal 2008 was $67.3 million, an increase of 23.5% from $54.5 million. Net income was $13.5 million, or $0.54 per diluted share for fiscal 2008, compared to $10.2 million, or $0.41 per diluted share in fiscal 2007.

Leonard S. Schwartz, Chairman, CEO, and President of Aceto stated, “We are extremely pleased with the record operating results that we have achieved. For the second consecutive fiscal year, net sales and gross profit both reached record levels.  Looking at the fiscal fourth quarter, we reported record levels of net sales, gross profit, net income and earnings per share.  Operating income in the fourth quarter of 2008 increased 104.3%, driven by the 20.1% increase in net sales, leading to the 89.7% increase in net income and the $0.32 per diluted share which far surpassed both the $0.17 for the fiscal 2007 quarter and the $0.21 guidance that we provided with our third quarter results.”

Commenting on Aceto’s various business segments, Mr. Schwartz continued “During the quarter, all of our businesses performed well, particularly Health Sciences and Crop Protection, as evidenced by the across the board increase in sales.  Our Health Sciences segment grew 34.9% from the 2007 comparable quarter as a result of increased sales from both our foreign and domestic operations. The Health Sciences segment was especially profitable for Aceto, generating approximately 71% of our fiscal 2008 fourth quarter gross profit. The sales increase can be attributed to increased volume of business for existing products, some of which were more profitable than others. Sales in our Chemicals & Colorants business segment showed only a very modest increase.  Sales in our Crop Protection segment increased 19.5% from the 2007 comparable quarter, largely the result of increased sales of a herbicide that is primarily used on peanuts and an increase in sales of our sprout inhibitor products, which are utilized on potato crops.”


 
Updating the status of Aceto’s current Strategic Initiatives, Mr. Schwartz commented:

·  
Companion animal vaccines - The animal challenge retesting has been completed and the results, which confirm the results of the first set of tests that the vaccine is efficacious, have been submitted to the USDA. In addition, we have submitted the protocol for the field safety test to the USDA for their review which we believe is the final major step in the approval process. Please be reminded that this is a regulatory review and while we are doing everything that we can to expedite the process, there can be no assurance given as to when the approval process will be 100% completed.
·  
Entering the Japanese pharmaceutical market – We are pleased to announce that we have received our second order for a pharmaceutical intermediate from a Japanese pharmaceutical manufacturer. Japan is a difficult market to enter with high barriers to entry, particularly in the very conservative pharmaceutical industry there. As such, we are particularly encouraged by our early successes and are enhancing our resources there to continue to move forward into the market and particularly, to pursue business opportunities for the large number of sample requests that we have received.
·  
Finished dosage form generic drugs –Our slow movement here has been caused by the need to comply with Medicare, Medicaid and private insurance reimbursements to enable us to succeed in our business model of sourcing products directly from offshore generic pharmaceutical companies and sell directly to the large retail pharmacies, rather than selling to other generic companies or distributors. We have now created an in-house capability to do this and are expecting this issue to be resolved soon. At such time, we expect to go to market with three products.
·  
Globalization of our nutraceutical business –I am please to say that the globalization of our nutraceutical business has been accomplished with the establishment of our pan European sales organization and the integration of our Singapore operation. We are now moving forward quickly to secure as much business as possible.

Mr. Schwartz added, “As we look to expand Aceto’s global markets and grow our core businesses, we look to move into marketplaces which appear to be attractive for our business model.  One such opportunity is Vietnam where we have been granted a license to sell medicines, medical devices and active pharmaceutical ingredients to the pharmaceutical industry.  We currently have two sales representatives in Vietnam and are in the process of forming a representative office there.  In fiscal 2008, we had sales of almost $8 million in Vietnam and as we move forward, we will commit the necessary resources to grow our business in this vibrant marketplace.”


 
Mr. Schwartz concluded, “We ended the fourth quarter of fiscal 2008 with working capital of $128.8 million, no long-term bank debt and shareholders’ equity of $140.4 million.  This level of working capital provides us with the financial strength to capitalize on the sourcing opportunities in highly volatile markets (China and India) and at the same time continue to move our strategic initiatives and other activities forward along with our newly created R&D work.

Since the globalization of Aceto in 1996, which since its founding in 1947 had been a manufacturers representative business with virtually all sales in the US, the Company has developed into a globally integrated, highly technically capable independent distributor. This globalization consisted of establishment of our office in Shanghai, acquisitions of a US distribution company from Witco, the Schweizerhall US distribution business, the 2001 acquisition of Schweizerhall Pharma with business locations in Germany, France, Holland, Singapore, India and Hong Kong, the 2004 acquisition of Pharma Waldhof from Roche, and most recently, the creation of our Indian headquarters and the establishment of Aceto Japan. During this time period, the Company created a highly efficient and capable global technical/ regulatory and sourcing organization second to none, while continuing to develop and enhance the entrepreneurial culture among its 225 employees.  As such, we remain optimistic about the Company’s long-term business prospects, with our core businesses serving as a solid foundation for future growth and not forgetting that we need to continue to focus on strong cost controls.
 
CONFERENCE CALL

Leonard S. Schwartz, Chairman, CEO, and President, and Douglas Roth, CFO, will conduct a conference call at 10:00 a.m. ET on Friday, September 5, 2008. Interested parties may participate in the call by dialing 888-787-0577 (706-679-3204 for international callers) – please call in 10 minutes before the call is scheduled to begin, and ask for the Aceto call (conference ID # 59494379).  The conference call will also be webcast live via the Investor Relations section of the Company’s website, www.aceto.com. To listen to the live call please go to the website at least 15 minutes early to register, download and install any necessary audio software.  The conference call will be archived on the Company’s website, and a recorded phone replay will also be available from 1:00 p.m. ET on Friday, September 5, 2008 until 5:00 p.m. ET on Monday, September 8, 2008.  Dial 800-642-1687 (706-645-9291 for international callers) and enter the code 59494379for the phone replay.

ABOUT ACETO

Aceto Corporation, incorporated in 1947, is a global leader in the sourcing, quality assurance, regulatory support, marketing and distribution of chemically derived pharmaceuticals, biopharmaceuticals, specialty chemicals and crop protection products.  With a physical presence in ten countries, Aceto distributes over 1,000 chemicals and pharmaceuticals used principally as raw materials in the pharmaceutical, crop protection, surface coating/ink and general chemical consuming industries. Aceto’s global operations, including a staff of 26 in Shanghai and 14 in India are unique in the industry and enable its worldwide sourcing and regulatory capabilities. (ACET-F)
 

 
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections of management. Aceto intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," or variations of such words are intended to identify such forward-looking statements. The forward-looking statements contained in this press release include, but are not limited to, statements regarding the Company’s strategic initiatives, including selling finished dosage form generic drugs, providing vaccines for companion animals, entering into the Japanese pharmaceutical market, the globalization of our nutraceutical business, committing the necessary resources to grow the Company’s business in Vietnam, capitalizing on the sourcing opportunities in highly volatile markets (China and India), and prospects for long-term growth.  All forward-looking statements in this press release are made as of the date of this press release, and Aceto assumes no obligation to update these forward-looking statements whether as a result of new information, future events or otherwise, other than as required by law.  The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. These uncertainties include, but are not limited to, the mix of products sold and the profit margins thereon, order cancellation or a reduction in orders from customers, competitive product offerings and pricing actions, the availability and pricing of key raw materials, dependence on key members of management, risk of entering into new European markets, continued successful integration of acquisitions, economic and political conditions in the United States and abroad, as well as other risks detailed in the Company's SEC reports, including the Company's Form 10-K and other filings. Copies of these filings are available at www.sec.gov.
 

For information contact:
 
Theodore Ayvas
Director of Corporate Communications
& Investor Relations
Aceto Corporation
(516) 627-6000
www.aceto.com


 

Aceto Corporation
 
Consolidated Statements of Income
 
(in thousands, except per-share amounts)
 
 
   
(unaudited)
             
   
Three Months Ended
   
Twelve Months Ended
 
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
Net sales
  $ 104,703     $ 87,183     $ 359,591     $ 313,473  
Cost of sales
    80,483       70,689       292,286       258,980  
Gross profit
    24,220       16,494       67,305       54,493  
Gross profit %
    23.13 %     18.92 %     18.72 %     17.38 %
                                 
Selling, general and
                               
  administrative expenses
    12,498       10,696       45,422       39,418  
Research and development expenses
    (126 )     -       506       11  
Operating income
    11,848       5,798       21,377       15,064  
                                 
Other income, net of interest expense
    279       76       812       359  
                                 
Income before income taxes
    12,127       5,874       22,189       15,423  
Provision for income taxes
    4,150       1,668       8,716       5,211  
Net income
  $ 7,977     $ 4,206     $ 13,473     $ 10,212  
                                 
Net income per common share
  $ 0.33     $ 0.17     $ 0.55     $ 0.42  
                                 
Diluted net income per common share
  $ 0.32     $ 0.17     $ 0.54     $ 0.41  
                                 
Weighted average shares outstanding:
                               
  Basic
    24,356       24,326       24,346       24,305  
  Diluted
    24,788       24,793       24,800       24,711  


 
Aceto Corporation
 
Consolidated Balance Sheet
 
(in thousands, except per-share amounts)
 
             
   
June 30, 2008
   
June 30, 2007
 
             
             
Assets
           
Current Assets:
           
  Cash and cash equivalents
  $ 46,515     $ 32,320  
  Investments
    548       3,036  
  Trade receivables: less allowances for doubtful
               
    accounts: June 30, 2008 $477; and June 30, 2007 $491
    68,220       58,206  
  Other receivables
    4,819       3,123  
  Inventory
    71,109       60,679  
  Prepaid expenses and other current assets
    817       1,128  
  Deferred income tax asset, net
    1,756       2,541  
                 
        Total current assets
    193,784       161,033  
                 
                 
Long-term notes receivable
    347       449  
Property and equipment, net
    4,307       4,406  
Property held for sale
    6,978       5,268  
Goodwill
    1,987       1,820  
Intangible assets, net
    5,421       5,817  
Deferred income tax asset, net
    4,098       5,958  
Other assets
    5,321       3,727  
                 
Total Assets
  $ 222,243     $ 188,478  
                 
Liabilities and Shareholders' Equity
               
                 
Current liabilities:
               
  Accounts payable
  $ 43,480     $ 32,539  
  Short term bank loans
    -       25  
  Note payable - related party
    500       500  
  Accrued expenses
    19,948       14,154  
  Deferred income tax liability
    1,070       885  
         Total current liabilities
    64,998       48,103  
                 
Long-term liabilities
    7,034       6,684  
Environmental remediation liability
    7,578       5,816  
Deferred income tax liability
    1,751       2,746  
Minority interest
    473       302  
          Total liabilities
    81,834       63,651  
                 
Commitments and contingencies
               
                 
Shareholders' equity:
               
  Common stock, $.01 par value:
               
(40,000 shares authorized; 25,644 shares issued;
               
        24,446 and 24,330 shares outstanding at
               
        June 30, 2008 and June 30, 2007, respectively)
    256       256  
  Capital in excess of par value
    56,832       56,854  
  Retained earnings
    81,778       74,419  
  Treasury stock, at cost:
               
       (1,198 and 1,314 shares at June 30, 2008 and
               
        June 30 2007, respectively)
    (11,571 )     (12,693 )
  Accumulated other comprehensive income
    13,114       5,991  
         Total shareholders' equity
    140,409       124,827  
                 
Total liabilities and shareholders' equity
  $ 222,243     $ 188,478  
 
 
 
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