10-Q 1 b37166coe10-q.txt COGNEX CORPORATION 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended OCTOBER 1, 2000 or Transition Report pursuant to Section 13 or 15(d) of the Securities --- Exchange Act of 1934 for the transition period from to ------------------ ----------------- COMMISSION FILE NUMBER 0-17869 COGNEX CORPORATION (Exact name of registrant as specified in its charter) ------------------------------------------------------ MASSACHUSETTS 04-2713778 ------------------------------ ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE VISION DRIVE NATICK, MASSACHUSETTS 01760-2059 (508) 650-3000 ------------------------------------------ (Address, including zip code, and telephone number, including area code, of principal executive offices) 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 --- --- As of October 29, 2000, there were 43,376,615 shares of Common Stock, $.002 par value, of the registrant outstanding. Total number of pages: 13 Exhibit index is located on page 12 ================================================================================ 2 INDEX PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income for the three and nine months ended October 1, 2000 and October 3, 1999 Consolidated Balance Sheets at October 1, 2000 and December 31, 1999 Consolidated Statement of Stockholders' Equity for the nine months ended October 1, 2000 Consolidated Condensed Statements of Cash Flows for the nine months ended October 1, 2000 and October 3, 1999 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures 3 PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS COGNEX CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED ----------------------- ------------------------- OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (UNAUDITED) (UNAUDITED) Revenue............................................ $67,960 $41,046 $184,642 $103,802 Cost of revenue.................................... 17,402 11,949 47,480 31,619 ------- ------- -------- -------- Gross profit....................................... 50,558 29,097 137,162 72,183 Research, development, and engineering expenses.... 8,265 7,555 23,631 20,614 Selling, general, and administrative expenses...... 16,143 10,897 43,313 31,336 Amortization of goodwill........................... 555 66 1,199 175 ------- ------- -------- -------- Operating income................................... 25,595 10,579 69,019 20,058 Investment income.................................. 2,624 1,667 6,931 4,745 Other income....................................... 297 206 758 557 ------- ------- -------- -------- Income before provision for income taxes........... 28,516 12,452 76,708 25,360 Provision for income taxes......................... 9,125 3,486 24,547 7,101 ------- ------- -------- -------- Net income......................................... $19,391 $ 8,966 $ 52,161 $ 18,259 ======= ======= ======== ======== Net income per share: Basic.......................................... $ .45 $ .22 $ 1.22 $ .45 ======= ======= ======== ======== Diluted........................................ $ .42 $ .20 $ 1.14 $ .42 ======= ======= ======== ======== Weighted-average common and common equivalent shares outstanding: Basic.......................................... 43,325 41,146 42,930 40,727 ======= ======= ======== ======== Diluted........................................ 45,833 44,348 45,843 43,868 ======= ======= ======== ========
The accompanying notes are an integral part of these consolidated financial statements. 4 COGNEX CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in thousands) OCTOBER 1, DECEMBER 31, 2000 1999 ASSETS ----------- ------------ (UNAUDITED) Current assets: Cash and investments.......................... $260,518 $216,947 Accounts receivable, less reserves of $2,331 and $2,836 in 2000 and 1999, respectively.... 42,461 28,742 Inventories................................... 18,811 10,872 Deferred income taxes......................... 6,097 6,082 Prepaid expenses and other.................... 10,057 6,149 -------- -------- Total current assets........................ 337,944 268,792 Property, plant, and equipment, net........... 32,673 31,857 Deferred income taxes......................... 7,051 7,051 Other assets.................................. 31,826 7,122 -------- -------- $409,494 $314,822 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.............................. $ 7,532 $ 4,237 Accrued expenses.............................. 21,874 18,536 Accrued income taxes.......................... 11,634 7,470 Customer deposits............................. 2,992 2,714 Deferred revenue.............................. 5,152 4,508 -------- -------- Total current liabilities................... 49,184 37,465 -------- -------- Other liabilities............................. 375 733 Stockholders' equity: Common stock, $.002 par value - Authorized: 140,000,000 shares, issued: 45,716,954 and 44,220,434 shares in 2000 and 1999, respectively....... 91 88 Additional paid-in capital.................... 152,911 122,522 Treasury stock, at cost, 2,365,387 and 2,381,032 shares in 2000 and 1999, respectively.......................... (42,676) (43,550) Retained earnings.............................. 249,177 197,016 Accumulated other comprehensive income......... 432 548 -------- -------- Total stockholders' equity................... 359,935 276,624 -------- -------- $409,494 $314,822 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 2 5 COGNEX CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DOLLARS IN THOUSANDS)
ACCUMULATED COMMON STOCK ADDITIONAL TREASURY STOCK OTHER TOTAL ------------------ PAID-IN --------------- RETAINED COMPREHENSIVE COMPREHENSIVE STOCKHOLDERS' SHARES PAR VALUE CAPITAL SHARES COST EARNINGS INCOME INCOME EQUITY ------ --------- ---------- ------ ---- -------- ------------- ------------- ------------- Balance at December 31, 1999... 44,220,434 $88 $122,522 2,381,032 $(43,550) $197,016 $548 $276,624 Issuance of common stock under stock option and stock purchase plans..... 1,496,520 3 17,089 17,092 Tax benefit from exercise of stock options............ 13,300 13,300 Common stock received for payment of stock option exercises.... 1,974 (78) (78) Acquisition of Image Industries, Ltd..... (17,619) 952 952 Comprehensive income: Net income.......... 52,161 52,161 52,161 Unrealized gain on investment, net of tax............... 284 284 284 Foreign currency translation adjustment........ (400) (400) (400) Comprehensive income.. $52,045 ---------- --- -------- --------- -------- -------- ---- ======= -------- Balance at October 1, 2000 (unaudited).... 45,716,954 $91 $152,911 2,365,387 $(42,676) $249,177 $432 $359,935 ========== === ======== ========= ======== ======== ==== ========
The accompanying notes are an integral part of these consolidated financial statements. 3 6 COGNEX CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) NINE MONTHS ENDED --------------------------- OCTOBER 1, OCTOBER 3, 2000 1999 ---------- ---------- (UNAUDITED) Cash flows from operating activities: Net income....................................... $ 52,161 $ 18,259 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.................. 8,889 6,996 Tax benefit from exercise of stock options..... 13,300 2,394 Change in current assets and current liabilities.................................. (15,555) 10,757 Other.......................................... (968) 424 -------- -------- Net cash provided by operating activities...... 57,827 38,830 -------- -------- Cash flows from investing activities: Purchase of investments....................... (100,569) (79,542) Maturity of investments....................... 54,113 45,021 Purchase of property, plant, and equipment.... (5,215) (2,299) Cash paid for business and technology acquisitions, net of cash assumed........... (22,181) (1,624) -------- -------- Net cash used in investing activities......... (73,852) (38,444) -------- -------- Cash flows from financing activities: Issuance of common stock under stock option and stock purchase plans............... 17,014 8,579 -------- -------- Net cash provided by financing activities....... 17,014 8,579 -------- -------- Effect of exchange rate changes on cash........... 201 (738) -------- -------- Net increase in cash and cash equivalents......... 1,190 8,227 Cash and cash equivalents at beginning of period.. 48,665 27,807 -------- -------- Cash and cash equivalents at end of period........ 49,855 36,034 Investments....................................... 210,663 164,628 -------- -------- Cash and investments.............................. $260,518 $200,662 ======== ======== The accompanying notes are an integral part of these consolidated financial statements. 4 7 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION As permitted by the rules of the Securities and Exchange Commission applicable to Quarterly Reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles. Reference should be made to the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. In the opinion of the management of Cognex Corporation, the accompanying consolidated unaudited financial statements contain all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the Company's financial position at October 1, 2000, and the results of its operations for the three and nine months ended October 1, 2000 and October 3, 1999, and changes in stockholders' equity and cash flows for the periods presented. The results disclosed in the Consolidated Statements of Income for the three and nine months ended October 1, 2000 are not necessarily indicative of the results to be expected for the full year. Certain amounts reported in prior periods have been reclassified to be consistent with the current period's presentation. . INVENTORIES ----------- Inventories consist of the following: (In thousands) OCTOBER 1, DECEMBER 31, 2000 1999 ---------- ------------ (UNAUDITED) Raw materials............................. $ 2,364 $ 5,451 Work-in-process........................... 6,348 1,987 Finished goods............................ 10,099 3,434 ------- ------- $18,811 $10,872 ======= ======= 5 8 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NET INCOME PER SHARE Net income per share is calculated as follows: (In thousands)
THREE MONTHS ENDED NINE MONTHS ENDED ---------------------------- ---------------------------- OCTOBER 1, OCTOBER 3, OCTOBER 1, OCTOBER 3, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (UNAUDITED) (UNAUDITED) Net income........... $19,391 $ 8,966 $52,161 $18,259 ======= ======= ======= ======= BASIC: Weighted-average common shares outstanding.. 43,325 41,146 42,930 40,727 ======= ======= ======= ======= Net income per common share............... $ .45 $ .22 $ 1.22 $ .45 ======= ======= ======= ======= DILUTED: Weighted-average common shares outstanding.... 43,325 41,146 42,930 40,727 Effect of dilutive securities: Stock options......... 2,508 3,202 2,913 3,141 ------- ------- ------- ------- Weighted-average common and common equivalent shares outstanding.... 45,833 44,348 45,843 43,868 ======= ======= ======= ======= Net income per common and common equivalent share................. $ .42 $ .20 $ 1.14 $ .42 ======= ======= ======= =======
ACQUISITION OF KOMATSU LTD. MACHINE VISION BUSINESS On March 31, 2000, the Company acquired selected assets of the machine vision business of Komatsu Ltd. for $11,200,000 in cash, with the potential for additional cash payments in 2002 of up to $8,000,000 depending upon certain performance criteria. The purchase price was allocated as follows: $297,000 to tangible equipment, to be depreciated in accordance with the Company's depreciation policy; $400,000 to workforce, to be amortized over two years; $2,462,000 to complete technology, to be amortized over five years; and $8,041,000 to goodwill, also to be amortized over five years. The contingent consideration will be recorded as purchase price when paid and will be allocated to goodwill to be amortized over the remaining period of expected benefit. The acquisition was accounted for under the purchase method of accounting. Accordingly, the results of operations of the acquired business have been included in the Company's consolidated results of operations since the date of the acquisition. The financial position and results of operations of the acquired business were not material compared to the Company's financial position and consolidated results of operations, and therefore, pro forma results are not presented. ACQUISITION OF IMAGE INDUSTRIES, LTD. On April 20, 2000, the Company acquired all of the outstanding shares of Image Industries, Ltd. ("Image Industries"), a privately held manufacturer of low-cost machine vision systems located in the United Kingdom. The purchase price of $2,706,000 included $876,000 in cash at closing, $878,000 in cash to be paid through 2002, and 17,619 shares of Cognex common stock, issued from treasury, with a fair value of $952,000. At October, 1 2000, $815,000 of the purchase price remained to be paid out in cash through 2002. The purchase price was allocated as follows: $671,000 to tangible net assets; $200,000 6 9 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS to workforce, to be amortized over five years; and $1,835,000 to goodwill, also to be amortized over five years. The acquisition was accounted for under the purchase method of accounting. Accordingly, Image Industries' results of operations have been included in the Company's consolidated results of operations since the date of the acquisition. Image Industries' financial position and historical results of operations were not material compared to the Company's consolidated financial position and results of operations, and therefore, pro forma results are not presented. ACQUISITION OF HONEYWELL INTERNATIONAL INC. WEB INSPECTION BUSINESS On September 30, 2000, the Company acquired selected assets of the web inspection business of Honeywell International Inc. ("Honeywell") for $8,400,000 in cash. The Company paid an additional $1,600,000 at the closing that is contingent upon the resolution of certain performance criteria. There is the potential for an additional payment of up to $1,600,000 in 2002 also depending upon the resolution of certain performance criteria. As part of the agreement, the Company and Honeywell also formed an alliance in which the Company will provide its web inspection systems to Honeywell's customers in the pulp and paper industry worldwide. The purchase price was recorded as goodwill to be amortized over ten years. The contingent consideration will be recorded as additional goodwill in the period that the performance criteria are met and will be amortized over the remaining period of the expected benefit. The acquisition was accounted for under the purchase method of accounting. As a result of the proximity of the acquisition date to the end of the quarter, the results of operations of the acquired business were not included in the third quarter. The financial position and results of operations of the acquired business were not material compared to the Company's consolidated financial position and results of operations, and therefore, pro forma results are not presented. OTHER ASSETS On June 30, 2000, Cognex Corporation became a Limited Partner in Venrock Associates III, L.P., a venture capital fund. The company invested $2,500,000 in the partnership and committed to a total investment of up to $25,000,000 over a ten-year period. The investment is recorded in "Other assets" on the Consolidated Balance Sheet and will be accounted for on a cost basis. A director of the company is affiliated with Venrock Associates III, L.P. NEW PRONOUNCEMENTS In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." SAB No. 101 sets forth guidelines for accounting and disclosures related to revenue recognition. SAB No. 101, as amended by SAB No. 101B, does not require registrants that have not applied this accounting to restate prior financial statements, provided they report a change in accounting principle in accordance with Accounting Principles Board Opinion No. 20, "Accounting Changes," no later than the fourth quarter of the fiscal year beginning after December 15, 1999. The Company is evaluating the accounting and disclosure requirements of SAB No. 101 and will report the effect, if any, in the fourth quarter of 2000. 7 10 COGNEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In June 2000, the Financial Accounting Standards Board ("FASB") issued Financial Accounting Standard ("FAS") No. 138, "Accounting for Certain Derivative Instruments -- An amendment of FAS 133" Accounting for Derivative Instruments and Hedging Activities". FAS 138 shall be effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. We do not expect FAS 138 to have a material impact on our financial position and results of operations. 8 11 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue for the three-month and nine-month periods ended October 1, 2000 totaled $67,960,000 and $184,642,000, respectively, compared to $41,046,000 and $103,802,000 for the same periods in 1999, representing a 66% increase for the three-month period and a 78% increase for the nine-month period. The increase in revenue is due to a higher volume of machine vision systems sold to both Original Equipment Manufacturers (OEM) and end-user customers in all geographic regions. Sales to OEM customers increased $16,041,000, or 60%, over the three-month period in 1999 and $52,534,000, or 87%, over the nine-month period in 1999. Sales to end-user customers increased $10,873,000, or 75%, over the three-month period in 1999 and $28,306,000, or 66%, over the nine-month period in 1999. Comparing consecutive quarters, revenue increased $5,773,000, or 9%, over the second quarter of 2000. The sequential increase in revenue can be attributed to a higher volume of machine vision systems sold to the Company's Japanese OEM customers in the semiconductor and electronics industries. Based on current order levels the Company expects revenue to continue to increase sequentially and year-over-year for the fourth quarter. Gross profit as a percentage of revenue for the three-month and nine-month periods ended October 1, 2000 was 74% in both periods, compared to 71% and 70%, respectively, for the same periods in 1999. The increase in the gross margin is due primarily to manufacturing efficiencies that resulted from a significant increase in product sales without a corresponding increase in manufacturing overhead. Research, development, and engineering expenses for the three-month and nine-month periods ended October 1, 2000 were $8,265,000 and $23,631,000, respectively, compared to $7,555,000 and $20,614,000 for the same periods in 1999, representing a 9% increase for the three-month period and a 15% increase for the nine-month period. The increase in aggregate expenses is due primarily to higher personnel-related costs to support the Company's continued investment in product development. Included in the incremental expenses are the operating costs associated with the acquisitions of the machine vision businesses of Komatsu, Ltd. and Image Industries. Expenses as a percentage of revenue were 12% and 13%, respectively, for the three-month and nine-month periods in 2000, compared to 18% and 20% for the same periods in 1999. The decrease in expenses as a percentage of revenue is a result of revenue increasing at a faster rate than spending. The Company anticipates that aggregate expenses will continue to increase in the fourth quarter due to planned investment in product development. Selling, general, and administrative expenses for the three-month and nine-month periods ended October 1, 2000 were $16,143,000 and $43,313,000, respectively, compared to $10,897,000 and $31,336,000 for the same periods in 1999, representing a 48% increase for the three-month period and a 38% increase for the nine-month period. The increase in aggregate expenses is due primarily to higher personnel-related costs to support the Company's expanding worldwide operations and grow the Company's end-user business. Included in the incremental expenses are the operating costs associated with the acquisitions of the machine vision businesses of Komatsu, Ltd. and Image Industries. Expenses as a percentage of revenue were 24% and 23%, respectively, for the three-month and nine-month periods in 2000, compared to 27% and 30% for the same periods in 1999. Expenses as a percentage of revenue decreased as a result of revenue increasing at a faster rate than spending. The Company anticipates that aggregate expenses will continue to increase in the fourth quarter due to additional resources required further penetrate the end-user market. Amortization of goodwill for the three-month and nine-month periods ended October 1, 2000 was $555,000 and $1,199,000, respectively, compared to $66,000 and $175,000 for the same periods in 9 12 1999. The increase in amortization expense is due to goodwill recorded in 2000 associated with the purchase of the machine vision businesses of Komatsu, Ltd. and Image Industries. Investment income for the three-month and nine-month periods ended October 1, 2000 was $2,624,000 and $6,931,000, respectively, compared to $1,667,000 and $4,745,000 for the same periods in 1999, representing a 57% increase for the three-month period and a 46% increase for the nine-month period. The increase in investment income is primarily due to a higher average invested cash balance in 2000. The Company's effective tax rate for both the three-month and nine-month periods ended October 1, 2000 was 32%, compared to 28% for the same periods in 1999. The increase in the effective tax rate is due primarily to the higher operating income in 2000 and the diminishing effect of tax-free investment income. LIQUIDITY AND CAPITAL RESOURCES The Company's cash requirements during the nine-month period ended October 1, 2000 were met through cash generated from operations. Cash and investments increased $43,571,000 from December 31, 1999 primarily as a result of $57,827,000 of cash generated from operations and $17,014,000 from the issuance of common stock under stock option and stock purchase plans, offset by $22,181,000 cash paid for business and technology acquisitions. Capital expenditures for the nine-month period were $5,215,000 and consisted primarily of expenditures for computer hardware and software. The Company believes that its existing cash and investments balance, together with cash generated from operations, will be sufficient to meet the Company's planned working capital and capital expenditure requirements through 2000, including potential future business acquisitions. NEW PRONOUNCEMENTS In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." SAB No. 101 sets forth guidelines for accounting and disclosures related to revenue recognition. SAB No. 101, as amended by SAB No. 101B, does not require registrants that have not applied this accounting to restate prior financial statements, provided they report a change in accounting principle in accordance with Accounting Principles Board Opinion No. 20, "Accounting Changes," no later than the fourth quarter of the fiscal year beginning after December 15, 1999. The Company is evaluating the accounting and disclosure requirements of SAB No. 101 and will report the effect, if any, in the fourth quarter of 2000. In June 2000, the Financial Accounting Standards Board ("FASB") issued Financial Accounting Standard ("FAS") No. 138, "Accounting for Certain Derivative Instruments -- An amendment of FAS 133 "Accounting for Derivative Instruments and Hedging Activities". FAS 138 shall be effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. We do not expect FAS 138 to have a material impact on our financial position and results of operations. 10 13 FORWARD-LOOKING STATEMENTS Certain statements made in this report, as well as oral statements made by the Company from time to time, which are prefaced with words such as "expects," "anticipates," "believes," "projects," "intends," "plans," and similar words and other statements of similar sense, are forward-looking statements. These statements are based on the Company's current expectations and estimates as to prospective events and circumstances, which may or may not be in the Company's control and as to which there can be no firm assurances given. These forward-looking statements, like any other forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include (1) the loss of, or a significant curtailment of purchases by, any one or more principal customers; (2) the cyclicality of the semiconductor and electronics industries; (3) the Company's continued ability to achieve significant international revenue; (4) capital spending trends by manufacturing companies; (5) inability to protect the Company's proprietary technology and intellectual property; (6) inability to attract or retain skilled employees; (7) technological obsolescence of current products and the inability to develop new products; (8) inability to respond to competitive technology and pricing pressures; and (9) reliance upon certain sole source suppliers to manufacture or deliver critical components of the Company's products. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation to subsequently revise forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Further discussions of risk factors are also available in the Company's registration statements filed with the Securities and Exchange Commission. The Company wishes to caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. 11 14 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 Exhibit 27 - Financial Data Schedule (electronic filing only) (b) Reports on Form 8-K None 12 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE: November 14, 2000 COGNEX CORPORATION /s/ Richard A. Morin -------------------- Richard A. Morin Vice President of Finance, Chief Financial Officer, and Treasurer (duly authorized officer, principal financial and accounting officer) 13