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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
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 000-13225
VPGI CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 802808
Dallas, Texas 75380
(Address of principal executive offices) (Zip Code)
(214) 263-3122
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO ___
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in rule 12b-2 of the Exchange Act). YES NO X
At April 30, 2004, there were 5,242,120 shares of Registrant's common
stock outstanding.
GENERAL INDEX
Page
Number
---------------------------------------------------------------------------
PART I.
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS..................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.................. 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK................................................. 12
ITEM 4. CONTROLS AND PROCEDURES.............................. 12
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..................... 12
SIGNATURES..................................................... 13
EXHIBIT INDEX.................................................. 13
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
VPGI CORP. and Subsidiaries
Consolidated Balance Sheets
March 31 June 30
2004 2003
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ - $ 9,883
Trade accounts receivable, net - -
Notes receivable - -
Inventories - -
Prepaid expenses - -
Other current assets - -
----------- -----------
Total current assets - 9,883
PROPERTY AND EQUIPMENT, net of
accumulated depreciation - -
OTHER ASSETS
Purchased software, net of
accumulated amortization - -
Product and software development
costs, net of accumulated amortization - -
Intellectual property license, net of
accumulated amortization - -
Goodwill, net of accumulated amortization - -
Security deposit on corporate office 12,948 12,948
Other - -
----------- -----------
Total other assets 12,948 12,948
----------- -----------
Total assets $ 12,948 $ 22,831
=========== ===========
VPGI CORP. and Subsidiaries
Consolidated Balance Sheets
March 31 June 30
2004 2003
----------- -----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ - $ -
Current maturities of obligations
under capital leases - -
Trade accounts payable - -
Accrued expenses 7,142 11,992
Deferred revenue - -
----------- -----------
Total current liabilities 7,142 11,992
LONG TERM DEBT, less current maturities - -
OBLIGATIONS UNDER CAPITAL LEASES, less
current maturities - -
----------- -----------
Total liabilities 7,142 11,992
STOCKHOLDERS' EQUITY
Preferred stock, cumulative, $1.00
par value; 1,000,000 shares authorized:
Series A, 30,000 shares issued and
outstanding (liquidation preference
of $30,000) 30,000 30,000
Series H, 2 shares issued and outstanding
(liquidation preference of $50,000) 2 2
Series K, 20 shares issued and outstanding
(liquidation preference of $500,000) 20 20
Series 2002-G, 196 shares issued and
outstanding (liquidation preference
of $4.9 million) 196 196
Common stock, $.001 par value; 80,000,000
shares authorized; 5,242,120 and 4,486,120
shares issued and outstanding at March 31,
2004 and June 30, 2003, respectively 5,242 4,486
Additional paid in capital 60,365,155 60,337,666
Accumulated deficit (60,394,809) (60,361,531)
----------- -----------
Total stockholders' equity 5,806 10,839
----------- -----------
Total liabilities and stockholders' equity $ 12,948 $ 22,831
=========== ===========
The accompanying notes are an integral part of these statements.
VPGI CORP. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three months ended Nine months ended
March 31 March 31 March 31 March 31
2004 2003 2004 2003
----------- ----------- ----------- -----------
Revenues
Product sales $ - $ - $ - $ 42,730
Consulting and support services - - - 498,055
----------- ----------- ----------- -----------
Total revenues - - - 540,785
Cost of products and services
Cost of product sales - - - 50,649
Cost of consulting and
support services - - - 154,545
----------- ----------- ----------- -----------
Total cost of products and services - - - 205,194
----------- ----------- ----------- -----------
Gross margin - - - 335,591
Operating expenses
Selling - 226 - 10,369
General and administrative - 67,760 39,837 982,221
Depreciation and amortization - - - 261,637
Asset impairment - - - 1,238,943
Discount on acceleration of note
receivable collection - - - 300,000
Impairment of goodwill - - - 1,005,509
----------- ----------- ----------- -----------
Total operating expenses - 67,986 39,837 3,798,679
----------- ----------- ----------- -----------
Operating loss - (67,986) (39,837) (3,463,088)
Other (income) expense
Other (income) expense - 8,222 (6,560) (38,728)
Interest expense - - - 13,166
----------- ----------- ----------- -----------
Total other (income) expense - 8,222 (6,560) (25,562)
----------- ----------- ----------- -----------
Net loss - (76,208) (33,277) (3,437,526)
Decrease in redemption value of
redeemable preferred stock - 30,100 - 1,316,100
Dividend requirements on
preferred stock (1,075) (1,075) (3,225) (3,225)
----------- ----------- ----------- -----------
Net loss attributable to
common stockholders $ (1,075) $ (47,183) $ (36,502) $ (2,124,651)
=========== =========== =========== ===========
Net loss per share attributable
to common stockholders - basic
and diluted $ (0.00) $ (0.01) $ (0.01) $ (0.53)
=========== =========== =========== ===========
Weighted average common shares
outstanding - basic and diluted 5,242,120 4,451,920 5,107,415 4,015,937
The accompanying notes are an integral part of these statements.
VPGI CORP. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended March 31,
2004 2003
----------- -----------
Cash flows from operating activities
Net loss $ (33,277) $ (3,437,526)
Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation and amortization - 261,637
Asset impairment - 1,238,943
Discount on acceleration of note
receivable collection - 300,000
Impairment of goodwill - 1,005,509
Amortization of debt discount - 16,563
Common stock issued 756 -
Warrants to purchase common stock issued 27,488 -
Changes in operating assets and
liabilities, net of effects of
acquisitions and dispositions:
Trade accounts receivable - 356,178
Inventories - 49,929
Prepaid expense - 273,271
Other current assets - 3,506
Accounts payable and accrued
liabilities (4,850) (1,059,563)
Deferred revenue - (50,869)
----------- -----------
Cash and cash equivalents used in
operating activities (9,883) (1,042,422)
Cash flows from investing activities
Proceeds from certificate of deposit - 25,000
Collections on note receivable - 550,000
----------- -----------
Cash and cash equivalents provided
by investing activities - 575,000
Cash flows from financing activities
Proceeds from long term debt - 100,000
Principal payments on long-term debt - (300,000)
Principal payments on capital lease
obligations - (31,495)
----------- -----------
Cash and cash equivalents used in
financing activities - (231,495)
Net decrease in cash and cash equivalents (9,883) (698,917)
Cash and cash equivalents, beginning of period 9,883 724,051
----------- -----------
Cash and cash equivalents, end of period $ - $ 25,134
=========== ===========
Supplemental information
Cash paid for interest $ - $ 12,389
The accompanying notes are an integral part of these statements.
VPGI CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004
(Unaudited)
BASIS OF PRESENTATION
The interim consolidated financial statements and summarized notes
included herein were prepared, without audit, in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP)
for interim financial information, pursuant to rules and regulations of the
Securities and Exchange Commission. Because certain information and notes
normally included in complete financial statements prepared in accordance
with U.S. GAAP were condensed or omitted pursuant to such rules and
regulations, it is suggested that these financial statements be read
in conjunction with the Consolidated Financial Statements and the Notes
thereto, included in the Company's Annual Report on Form 10-K for the
preceding fiscal year. These interim financial statements and notes hereto
reflect all adjustments which are, in the opinion of management, necessary
for a fair statement of results for the interim periods presented. Such
financial results, however, should not be construed as necessarily
indicative of future earnings.
REDEEMABLE PREFERRED STOCK
Prior to April 16, 2003, the Company's Series 2002-G preferred stock
was redeemable at the option of the holder, and was therefore classified
outside of stockholders' equity in the balance sheets of those periods. The
redemption value of these securities varies based on the market price of the
Company's common stock. The Company adopted an accounting method for those
prior periods provided in EITF Topic D-98 for these types of securities,
which recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of the security to equal the redemption value at
the end of each reporting period. The result of this accounting method is
an increase in loss attributable to common shareholders and a decrease in
stockholders' equity as the Company's common stock price increases, with
the opposite effect when the Company's common stock price decreases.
On April 16, 2003, the terms of the preferred stock were amended,
whereby redemption of the preferred stock shall be at the sole option of
the Company. Therefore, the preferred stock is accounted for in subsequent
periods as equity.
IMPAIRMENT OF GOODWILL
In October 2002, management and the Board of Directors of the Company
determined, based on i) lower than expected revenues, ii) its inability
to secure contracts it had expected to secure during the quarter ended
September 30, 2002, and iii) its limited resources, the Company would not
continue to support the operations of its subsidiary, Network America
("NWA"), but rather would apply its resources in other areas. As a result
of this decision, and based on the fair value of the subsidiary, the Company
determined that $1,005,509 of unamortized goodwill on the Company's books
related to NWA was impaired under Statement of Financial Accounting
Standards No. 142 ("SFAS 142"). Accordingly, the Company recorded an
impairment expense for that amount to write off the goodwill as of September
30, 2002. Approximately $694,000 of the impairment expense is reflected
in the services segment, while the remaining $312,000 is reflected in the
product sales segment in the Company's Business Segment Information for the
nine months ended March 31, 2003.
NOTES PAYABLE / NOTES RECEIVABLE
On May 10, 2002 the Company entered into a note payable with Gemini
Growth Fund, L.P. for $200,000, at an annual interest rate of 14%, maturing
on May 31, 2003. On November 12, 2002, the loan agreement was modified to
change the loan amount from $200,000 to $300,000 and the Company entered
into an additional note payable with Trident Growth Fund, L.P., formerly
known as Gemini Growth Fund, L.P., for $100,000 at an annual interest rate
of 14%, maturing on November 30, 2003. In connection with the $100,000
loan, the Company issued warrants to purchase 75,000 shares of its Common
Stock, exercisable for three years at a fixed exercise price of $1.50 per
share. The loans were collateralized by a security interest in the note
received in connection with the sale of the Curtis Mathes trademark and
other assets of the Company. Interest was payable monthly in cash. In
December 2002, the Company received a notice of default and acceleration
notice from Trident Growth Fund, accelerating the entire principal balance
due on the notes. To satisfy this obligation, the Company negotiated a
discount on the $850,000 note receivable it acquired in the sale of the
Curtis Mathes trademark in exchange for a lump sum payment of $550,000 from
the debtor, charging $300,000 to discount on acceleration of note receivable
collection. Approximately $300,000 of the proceeds received by the Company
were applied to pay the entire remaining principal balance, as well as
accumulated interest and other fees, due on the note payable to Trident
Growth Fund.
SALE OF SUBSIDIARIES
In December 2002, the Company sold nine of its subsidiaries: Video
Management, Inc., including its wholly owned subsidiary Network America,
Inc., Corporate Network Solutions, L.C., Warranty Repair Corporation, FFL
Corporation, including its wholly owned subsidiary Systematic Electronics
Corp., uniView Technologies Advanced Systems Group, Inc., uniView Network
America Corp., and uniView Xpressway Corporation. In the transaction, all
of the issued and outstanding common stock of each of subsidiary was
transferred to W. I. Technology Holding Company Inc. for a purchase price of
$10. In connection with the sale, the Company issued warrants to purchase
150,000 shares of its common stock, exercisable through December 19, 2005 at
a fixed exercise price of the greater of $.01 or par value per share. The
Company had no operations remaining after the sale. Due to the resulting
suspension of ongoing development of its technologies, the Company wrote
down all of the intellectual property values and goodwill associated with
its technologies. The Company reported no gain or loss on the transaction
as the assets of these subsidiaries had been written off or realized, and
the liabilities on the books were satisfied prior to the sale.
LOSS PER SHARE
Basic loss per share is based upon the weighted average number of
shares of common stock outstanding. Diluted loss per share is based upon
the weighted average number of shares of common stock outstanding and, when
dilutive, common shares issuable for stock options, warrants and convertible
securities. There are no dilutive securities in the three and nine-month
periods ended March 31, 2004 or 2003. The effect of preferred stock
dividends and changes in value of redeemable preferred stock on net income
allocable to common stockholders was negligible and $.01 per share for the
three months ended March 31, 2004 and 2003, respectively, and negligible and
$.33 per share for the nine months ended March 31, 2004 and 2003,
respectively.
The weighted average of outstanding warrants that were not included in
the diluted calculation because their effect would be anti-dilutive total
1,023,558 and 592,844 for the three months and 1,112,159 and 555,992 for
the nine months ended March 31, 2004 and 2003, respectively. The weighted
average of outstanding options that were not included in the diluted
calculation because their effect would be anti-dilutive total 1,903,033
and 1,758,013 for the three months and 1,926,784 and 1,984,737 for the
nine months ended March 31, 2004 and 2003, respectively.
BUSINESS SEGMENT INFORMATION
Until it discontinued normal operations in December 2002, the Company
was primarily engaged in high technology product sales and consulting and
support services. The following tables set forth certain information with
respect to the three and nine months ended March 31:
Three Months Ended Nine Months Ended
March 31 March 31 March 31 March 31
2004 2003 2004 2003
---------- ---------- ---------- ----------
Net Revenues:
Product sales $ - $ - $ - $ 42,730
Services - - - 498,055
---------- ---------- ---------- ----------
Total revenues $ - $ - $ - $ 540,785
========== ========== ========== ==========
Operating loss
Product sales $ - $ - $ - $(1,329,123)
Services - (226) - (890,448)
Corporate - (67,760) (39,837) (1,243,517)
---------- ---------- ---------- ----------
Total operating loss - (67,986) (39,837) (3,463,088)
Less interest expense - - - (13,166)
Interest and other
income (expense) - (8,222) 6,560 38,728
---------- ---------- ---------- ----------
Net loss $ - $ (76,208) $ (33,277) $(3,437,526)
========== ========== ========== ==========
STOCK-BASED COMPENSATION
In December 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure" (SFAS 148) which
amends Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123). SFAS 148 provides alternative methods
of transition for voluntary change to the fair value based method of
accounting for stock-based employee compensation and requires disclosures
in annual and interim financial statements of the effects of stock-based
compensation as reflected below.
The Company continues to account for its stock options under the
recognition and measurement principles of Accounting Principles board
Opinion No. 25 "Accounting for Stock Issued to Employees," and related
Interpretations. No stock based employee compensation expense related to
the Company's stock options is reflected in the net loss, as all options
granted under the plan had an exercise price equal to the market value of
the underlying common stock on the date of grant.
The following table illustrates the effect on net loss and loss per
share if the Company had applied the fair value recognition provisions of
SFAS 123 to stock-based compensation.
Three Months Ended Nine Months Ended
March 31 March 31 March 31 March 31
2004 2003 2004 2003
---------- ---------- ---------- ----------
Net loss, as reported $ - $ (76,208) $ (36,502) $(3,437,526)
Deduct: Total stock-based
employee compensation
expense determined using
the fair value based
method for all awards $ - $ (102,920) $ (13,125) $ (308,760)
---------- ---------- ---------- ----------
Pro forma net los $ - $ (179,128) $ (49,627) $(3,746,286)
========== ========== ========== ==========
Loss per share
As reported $ (0.00) $ (0.02) $ (0.01) $ (0.86)
Pro forma $ (0.00) $ (0.04) $ (0.01) $ (0.93)
The fair value of these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions:
Three Months Ended Nine Months Ended
March 31 March 31 March 31 March 31
2004 2003 2004 2003
---------- ---------- ---------- ----------
Expected volatility - 150% 150% 150%
Risk-free interest rate - 0.90% 0.90% 0.90%
Expected lives - 5 years 5 years 5 years
Dividend yield - - - -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize,
and which are subject to various risks and uncertainties, such as general
economic conditions and growth in the high tech industry; competitive
factors and pricing pressures; changes in product mix; the timely
development and acceptance of new products; and other risks described from
time to time in the our SEC filings. These forward-looking statements speak
only as of the date of this report. We expressly disclaim any obligation or
undertaking to release publicly any updates or changes in our expectations
or any change in events, conditions or circumstances on which any such
statement may be based, except as may be otherwise required by the
securities laws.
Overview
Until the Company discontinued operations in December 2002, we offered
enhanced digital media solutions to customers worldwide. We also offered
contact center customer service solutions through CIMphony[TM], a suite of
computer telephony integration (CTI) software products and services. We are
continuing to evaluate all of our options and may consider seeking a buyer,
a merger candidate or an acquisition of a viable business.
The following discussion provides information to assist in the
understanding of our financial condition and results of operations for the
fiscal quarter ended March 31, 2004. It should be read in conjunction with
the Consolidated Financial Statements and Notes thereto appearing in our
Annual Report on Form 10-K for fiscal year ended June 30, 2003.
Results of Operations
Revenues. We report no revenues for the third fiscal quarters ended
March 31, 2004 and 2003. For the nine months ended March 31, 2004, total
revenues decreased to zero compared to $541,000 for the same period last
year. The decrease is due to the Company discontinuing all operations
during December 2002.
Gross Margin. Gross margin for the third fiscal quarters ended March
31, 2004 and 2003 was zero. Gross margin for the nine months ended March
31, 2004 was zero, compared to $336,000 for the same period last year.
Operating Expenses. Total operating expenses for the three months
ended March 31, 2004 decreased to zero compared to $68,000 for the same
quarter last year. Total operating expenses for the nine months ended March
31, 2004 decreased to $40,000 compared to $3.8 million for the same period
last year. Significant components of operating expenses for the three and
nine months ended March 31, 2004 and 2003 consisted of the following:
Three Months Ended Nine Months Ended
March 31 March 31 March 31 March 31
2004 2003 2004 2003
---------- ---------- ---------- ----------
Compensation $ - $ 67,000 $ 5,760 $ 526,000
Facilities - 1,000 - 142,000
Depreciation - - - 54,000
Amortization of product
and software development
costs, purchased software,
trademark, and goodwill - - - 208,000
Asset impairment - - - 1,239,000
Discount on acceleration of
note receivable collection - - - 300,000
Legal expense and
professional fees - - 26,485 143,000
Sales and marketing expenses - - - 10,000
Impairment of goodwill - - - 1,006,000
Other - - 7,592 171,000
---------- ---------- ---------- ----------
Total $ - $ 68,000 $ 39,837 $ 3,799,000
========== ========== ========== ==========
During the nine months ended March 31, 2004, another business venture
utilized the former corporate headquarters and made the lease payments.
As of December 31, 2003, this business venture had vacated the premises.
The lease term expires on November 30, 2004 and the balance of the lease
obligation is considered a contingent liability of the Company, dependent
upon the landlord re-leasing the space to another tenant. "Other" expenses
include public company cost, telephone, travel, office, insurance and other
general and administrative expenses. The decrease in operating expenses for
the period is attributable to the Company discontinuing all operations in
December 2002.
Liquidity and Capital Resources
Cash Flows From Operations. Cash used in operations for the nine
months ended March 31, 2004 and 2003 was $9,883 and approximately
$1,042,000, respectively.
Cash Flows From Investing Activities. During the nine months ended
March 31, 2004 we engaged in no investing activities. During the nine
months ended March 31, 2003, we received net cash from investing activities
of $575,000, consisting of proceeds from redemption of a certificate of
deposit and collections on the note received in the sale of the Curtis
Mathes trademark.
Cash Flows from Financing Activities. During the nine months ended
March 31, 2004 we engaged in no financing activities. During the nine
months ended March 31, 2003 we used cash of approximately $231,000 in
financing activities. The primary components of the financing activities
for the nine months ended March 31, 2003 were $100,000 from proceeds of
long-term debt and a $300,000 principal payment on long-term debt.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which may
adversely affect our financial position, results of operations and cash
flows. In seeking to minimize the risks from interest rate fluctuations, we
manage exposures through our regular operating and financing activities. We
do not use financial instruments for trading or other speculative purposes
and we are not a party to any leveraged financial instruments. We are
exposed to interest rate risk primarily through our borrowing activities,
which are described in the "Long-Term Debt" Notes to the Consolidated
Financial Statements of our Annual Report on Form 10-K for fiscal year
ended June 30, 2003, which are incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer has reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive
Officer has concluded that our current disclosure controls and procedures
provide him with reasonable assurance that they are effective to provide him
with timely material information relating to us required to be disclosed in
the reports we file or submit under the Exchange Act.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Reference is made to the Exhibit Index beginning on page 13
of this Form 10-Q for a list of all exhibits filed with and
incorporated by reference in this report.
(b) Reports on Form 8-K
During the three months ended March 31, 2004 the Company filed no
Current Reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VPGI Corp.
(Registrant)
By: /s/ PATRICK A. CUSTER
-------------------------------
Patrick A. Custer
Chief Executive Officer
and Principal Financial Officer
Date: May 14, 2004
VPGI CORP.
and Subsidiaries
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibits Page Number
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31 * Certification of Chief Executive Officer and Principal
Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
of the Securities and Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 14
32 * Certification of Chief Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. 16
_______________
* Filed herewith.