SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September 2000
-----------------------------------
WHEREVER.NET HOLDING CORPORATION
Suite 4701 - NatWest Tower
One Matheson Street, Causeway Bay
Hong Kong SAR, People's Republic of China
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No [X]
<PAGE>
WHEREVER.net Holding Corporation
Form 6-K
TABLE OF CONTENTS
Page No.
--------------------------------------------------------------------------------
Introductory Note 3
--------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION 3
--------------------------------------------------------------------------------
Item 1. Financial Statements 3
--------------------------------------------------------------------------------
Condensed Consolidated Balance Sheet as of September 30, 2000 4
--------------------------------------------------------------------------------
Condensed Consolidated Statement of Operations and
Comprehensive Income (Loss) for the nine months ended
September 30, 2000 6
--------------------------------------------------------------------------------
Condensed Consolidated Statement of Cash Flows for the nine
months ended September 30, 2000 7
--------------------------------------------------------------------------------
Condensed Consolidated Statement of Shareholders' Equity for
the years ended December 31, 1998 and 1999 and nine months
ended September 30, 2000 9
--------------------------------------------------------------------------------
Notes to Condensed Consolidated Financial Statements 11
--------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
--------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
--------------------------------------------------------------------------------
PART II. OTHER INFORMATION 16
--------------------------------------------------------------------------------
Item 1. Legal Proceedings 16
--------------------------------------------------------------------------------
Item 2. Changes in Securities and Use of Proceeds 16
--------------------------------------------------------------------------------
Item 3. Defaults Upon Senior Securities 16
--------------------------------------------------------------------------------
Item 4. Submission of Matters to a Vote of Security Holders 16
--------------------------------------------------------------------------------
Item 5. Other Information 16
--------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K 16
--------------------------------------------------------------------------------
Signatures 17
--------------------------------------------------------------------------------
<PAGE>
INTRODUCTORY NOTE
The following is intended to provide information comparable to that which would
be contained in Form 10-Q, although as a foreign private issuer we are not
obligated to file Forms 10-Q under current rules and regulations of the
Securities and Exchange Commission. We intend to continue to submit to the SEC
quarterly reports on Form 6-K that will include unaudited quarterly financial
information, for the first three quarters of each fiscal year, in addition to
our annual report on Form 20-F that will include audited annual financial
information. As a foreign private issuer, we are not currently required to use
the Edgar system to submit such documents to the SEC but we currently intend to
do so to make the reports readily available over the internet.
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
<PAGE>
WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S><C><C> <C>
Current assets:
Cash $ 32,372,895
Accounts receivable, net of allowance for doubtful
accounts of $1,964,183 as of September 30, 2000 2,520,600
Prepaid expenses 1,130,120
Other current assets 1,939,302
------------
Total current assets 37,962,917
Property and equipment, net 11,843,396
Intangible assets 2,934,997
Other non-current assets 1,788,822
------------
Total assets $ 54,530,132
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,011,308
Deferred revenue 480,939
Income tax payable 6,281
Accrued expenses and other current liabilities 1,510,517
------------
Total current liabilities 5,009,045
Accrued pension 82,988
------------
Total liabilities 5,092,033
------------
Minority interest 66,552
Shareholders' equity:
Common shares, par value of $0.01, issued and outstanding
shares of 24,723,327 as of September 30, 2000 and
authorized shares of 80,000,000 247,233
Preferred shares, par value of $0.01, issued and
outstanding shares of 888,888 as of September 30, 2000 8,889
Additional paid-in capital - common shares 53,744,501
Additional paid-in capital - preferred shares 13,291,101
Accumulated deficit (17,992,892)
Accumulated other comprehensive income 72,715
------------
Total shareholders' equity 49,371,547
------------
Total liabilities and shareholders' equity $ 54,530,132
============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
<PAGE>
WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
<S><C> <C> <C>
Revenues:
Service revenue $ 7,099,790
Costs and expenses:
Direct cost of service revenue 12,129,912
Depreciation and amortization 1,493,449
Selling, general and administrative 10,694,278
Research and development 398,257
Operating loss (17,616,106)
Interest expense (11,454)
Interest income 756,527
Foreign exchange gain, net 40,025
Gain on disposal of short-term investments 6,230,081
Other loss, net (218,097)
Loss before income taxes and minority interest (10,819,024)
Income tax expense (1,033,487)
Loss before minority interest (11,852,511)
Minority interest in net loss of subsidiaries 93,962
Net loss $(11,758,549)
===========
Net loss per common share $ (0.52)
===========
Weighted average common shares outstanding 22,658,512
===========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
<PAGE>
WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
<S><C><C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(11,758,549)
Adjustments to reconcile net loss to cash used in
operating activities:
Minority interest in net loss (93,962)
Bad debt expense 615,635
Depreciation and amortization 1,493,449
Gain on disposal short-term investments (6,230,081)
Changes in operating assets and liabilities:
Accounts receivable 16,617
Inventories 8,661
Prepaid expenses and other current assets (2,539,495)
Other non-current assets (333,590)
Accounts payable 1,027,609
Income tax payable 800
Accrued expenses and other current liabilities 2,007,561
Accrued pension (317)
------------
Cash used in operating activities (15,785,662)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal short-term investments 6,477,918
Maturities of short-term investments 225,786
Additions to property and equipment (9,407,054)
Additions to software cost and intangible assets (51,288)
Additions to other non-current assets (1,080,082)
------------
Cash used in investing activities (3,834,720)
<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in short-term borrowings (641,500)
Net decrease in payables to related party (120,000)
Issuance of common shares 41,057,709
Issuance of preferred shares 9,999,990
------------
Cash provided by financing activities 50,296,199
Effect of exchange rate changes on cash 44,105
------------
Net (decrease) increase in cash 30,719,922
Cash at beginning of year 1,652,973
------------
Cash at end of year $ 32,372,895
============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest 11,454
Income taxes 13,289
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Intangible assets related to issuance to preferred shares 3,300,000
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
<PAGE>
WHEREVER.NET HOLDING CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders' Equity
Years ended December 31, 1998 and 1999 and nine months ended September 30, 2000
(unaudited)
<TABLE>
<CAPTION>
Accumulated other
comprehensive income
(loss)
Unrealized
holding
Additional paid-in Foreign gain on
capital currency marketable Total
Common shares Preferred shares Common Preferred Accumulated translation equity shareholders'
Shares Amount Shares Amount Shares Shares deficit adjustment security equity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1998 5,000,000 $50,000 - $ - $1,739,501 $ - $ (319,366) $(215,509) $ - $1,254,626
Issuance of common
shares for cash 4,989,994 49,900 - - 1,419,392 - - - - 1,469,292
Net loss - - - - - - (212,599) - - (212,599)
Foreign currency
translation
adjustment - - - - - - - 69,258 - 69,258
---------- -------- ------- ------ ----------- ----------- ------------- -------- ---------- ----------
Balance at December
31, 1998 9,989,994 99,900 - - 3,158,893 - (531,965) (146,251) - 2,580,577
Stock split effected
in the form of a
stock dividend 3,999,000 39,990 - - 1,169,215 - (1,209,205) - - -
Issuance of common
shares for cash 5,472,000 54,720 - - 5,694,681 - - - - 5,749,401
Issuance of common
shares to employees
at no cost 179,000 1,790 - - 2,683,210 - - - - 2,685,000
Compensation cost
incurred by
shareholders - - - - 31,626 - - - - 31,626
Net loss - - - - - - (4,493,173) - - (4,493,173)
Foreign currency
translation
adjustment - - - - - - - 166,001 - 166,001
Unrealized holding
gain on marketable
equity security - - - - - - - - 3,564,517 3,564,517
---------- -------- ------- ------ ----------- ----------- ------------- -------- --------- -----------
Balance at December
31, 1999 19,639,994 196,400 - - 12,737,625 - (6,234,343) 19,750 3,564,517 10,283,949
Net loss - - - - - - (11,758,549) - - (11,758,549)
Realized holding gain
on marketable
security - - - - - - - - (3,564,517) (3,564,517)
Foreign currency
translation
adjustment - - - - - - - 52,965 - 52,965
Issuance of common
shares for cash 5,083,333 50,833 - - 41,006,876 - - - - 41,057,709
Issuance of preferred
shares for cash - - 888,888 8,889 - 13,291,101 - - - 13,299,990
---------- -------- ------- ------ ----------- ----------- ------------- -------- ---------- -----------
Balance at September
30, 2000 24,723,327 $247,233 888,888 $8,889 $53,744,501 $13,291,101 $(17,992,892) $ 72,715 $ - $49,371,547
---------- -------- ------- ------ ----------- ----------- ------------- -------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements
<PAGE>
WHEREVER.net Holding Corp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
We have prepared the accompanying unaudited condensed consolidated
financial statements in accordance with accounting principles generally accepted
in the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for annual financial statements. These financial
statements were not examined by our independent public accountants, but in the
opinion of our management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results for the interim period presented are not necessarily indicative of the
results that may be expected for any future period. For further information,
please refer to the consolidated financial statements and the notes included in
our Registration Statement on Form F-1 (File No. 333-11676).
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires our management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Our actual results could differ from those estimates.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion of our financial condition and results of
operations should be read in conjunction with the Management's Discussion and
Analysis of Financial Condition and Results of Operations section and the
consolidated financial statements and the notes included in our Registration
Statement on Form F-1 (File No. 333-11676), which became effective May 2, 2000.
In December 1995, Congress enacted the Private Securities Reform Act of
1995. The Act contains amendments to the Securities Act of 1933 and the
Securities Exchange Act of 1934, which provide protection from liability in
private lawsuits for "forward-looking" statements, made by persons specified in
the Act. We desire to take advantage of the "safe harbor" provisions of the Act.
We wish to caution readers that, with the exception of historical matters,
the matters discussed in this Report on Form 6-K include forward-looking
statements. Generally the forward-looking statements can be identified by the
use of forward-looking words such as "may," "expect," "anticipate," "estimate,"
"plan," "believe" or similar words. They involve risks and uncertainties,
including but not limited to factors related to our limited operating history
and significant historical losses, the highly competitive nature of the
telecommunications business, our dependence on others for, among other things,
equipment and services, our ability to manage growth, political, economic, and
regulatory risks, including but not limited to currency and other risk related
to foreign operations in China, Taiwan and other countries in Asia, the results
of financing efforts and other factors discussed in our other filings with and
submissions to the Securities and Exchange Commissions. Such factors could
affect our actual results and cause our results to differ materially from those
expressed in any forward-looking statement.
OVERVIEW
We are a provider of international voice and fax call completion services
using a privately managed Internet Protocol (IP) network. As of September 30,
2000, we operated gateways at 105 points of presence (or POPs). For the quarter
ended September 30, 2000, we carried 45.1 million minutes on our
privately-managed network, a 204.7% increase over the total minutes carried in
the previous quarter. For the month of October 2000, we carried 26.8 million
minutes on our network. Dialogic Corporation, a subsidiary of Intel Corporation,
manufactures our gateways using our proprietary software. We do not sell
gateways, but rather place them at our customers and business partners'
premises, retaining ownership rights. This allows us to route traffic through
all of our gateways. Our open infrastructure allows for the use of VAS (value
added services) software developed by outside sources. Our business model is to
rapidly create a large, worldwide IP network with a concentration in Southeast
Asia and Greater China. As we are creating such network, and developing VAS, we
plan to carry wholesale and phone card traffic to support the infrastructure
while we develop the more profitable international direct dialing and virtual
private network (VPN) customer base segments of our business. Our relationships
with Intel Corporation include an investment by Intel Corporation in our Series
<PAGE>
A preferred stock, a co-marketing agreement with Dialogic Corporation and a
co-marketing agreement with Intel Corporation.
Our current strategic relationships with Intel Corporation, Pacific
Electric Wire & Cable, China Telecom, Japan's KDDI, Jitong Communications and
China Netcom are intended to give us access to more rapid technology
development, network deployment and penetration of the corporate VPN market.
We are a Cayman Islands company with headquarters in Hong Kong, a research
and development center in Taipei, network operating centers in Taipei, Hong Kong
and Los Angeles and "super POPs" in Taipei, Hong Kong, Tokyo and Los Angeles. We
also have sales offices in these cities as well as Singapore and Sydney. We are
currently opening a "super POP" in London.
We completed three private placements during the first quarter of 2000. In
February 2000, we sold 125,000 shares of common stock to AsiaVest Partners Ltd.,
a Hong Kong-based venture capital firm, for $1,875,000. The number of shares was
subsequently increased to 208,300 to reflect an adjustment resulting from the
$9.00 per share price of our common stock in the initial public offering. In
February 2000, we also sold 375,000 shares of our common stock for $3,000,000 to
China Telecom Technology Partners. In March 2000, we sold 888,888 shares of
Series A preferred stock to Intel Corporation for $9,999,990 or $11.25 per
share. Each share of Series A preferred stock is convertible, at the election of
Intel Corporation, into 1.4 shares of our common stock.
In May 2000, we completed our initial public offering and issued 4,500,000
American Depositary Shares (ADS). Each ADS represents one share of our common
stock. The net proceeds to us from the offering were $37,665,000.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000
There have been substantial planned changes in the nature of our business
during the nine-month period ended September 30, 2000. As a result, we are not
providing any comparison to the nine-month period ended September 30, 1999
because the results for that period are not comparable and any comparison would
not be meaningful.
REVENUE. We have four lines of business: phone cards, wholesale, direct
dialing and VPN. Phone card revenues are recognized based on usage by
cardholders, substantially all of which have prepaid for the minutes embedded in
the cards. Wholesale and direct dial customers are billed on a monthly basis
based on traffic that we carried for them. VPN customers are billed a flat fee
per month plus a specified minute-based amount for off-network usage. During the
nine-month period ended September 30, 2000, we recorded revenues of $7,099,790.
During the quarter ended September 30, 2000, revenues were $4,510,769, a 74.2%
gain over the six-month period ended June 30, 2000. On an average month
comparison, monthly revenues for the third quarter represented a 248% increase
over an average month for the six months ended June 30.
<PAGE>
DIRECT COST OF SERVICE REVENUE. Our direct cost of service revenue
consists primarily of network management costs, including salary and salary
related costs, costs associated with carrying our customers' traffic on our
privately managed IP network, costs paid to other carriers through which we
deliver international calls routed for quality purposes, and termination fees
paid to local telephone companies. Termination fee traffic is measured in
minutes, and the per-minute rates charged for terminating calls are negotiated
with local service providers. Contracts with our providers typically provide
that either party may renegotiate the per minute termination fees. Purchased
minutes are fees we pay to other telecommunications carriers for completing
calls over public circuit-switched networks to destinations outside of our
network, generally as a result of quality or capacity factors. Per-minute rate
charges for purchased minutes are negotiated with public circuit-switched
network carriers for each destination served. Other data communication and
telecommunications expenses include fees for the fiber optic connections between
our POPs and our customers or terminating partners.
For the nine months ended September 30, 2000, direct cost of service
revenue was $12,129,912. Our higher direct cost of service revenue, compared to
service revenue during the same period, resulted from the need to build capacity
ahead of traffic by, among other things, maintaining relationships with higher
per-minute costs at lower traffic volumes and acquiring a large percentage of
China-bound traffic at competitive rates. For the third quarter, direct cost of
service revenue of $7,416,605 represented 164% of revenues, a slight decline
from the 182% recorded for the first six months of the year. We expect that the
ratio of cost-to-revenue will decrease over time, as volume increases, contracts
are renegotiated, and more optimal traffic mixes are achieved.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
$1,493,449 during the nine-month period ended September 30, 2000 and consisted
primarily in depreciation of network equipment. We hold ownership rights to all
of our deployed gateways. Of such amount, $837,979 was recorded in the third
quarter, a 27.9% increase over the $655,470 recorded for the first six months of
the year.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses include salary and salary related costs for our sales
personnel and expenses associated with the development and implementation of our
promotional and marketing campaigns. The category also includes salary and
salary related costs for our research and administrative staff and miscellaneous
costs, such as travel, except for costs associated with our network operations
staff. Selling, general and administrative expenses were $10,694,278 for the
nine months ended September 30, 2000, of which $4,767,203 was recorded in the
third quarter. The third quarter amount represented 105.7% of revenues, which
compares with $5,927,075, representing 228.9% of revenues recorded for the first
six months.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
include the expenses of developing and supporting our proprietary software
modules, including value added services software. We expense research and
development expenses as they are incurred. Research and development expenses for
the nine months ended September 30, 2000 were $398,257 and for the quarter ended
September 30, 2000 were $148,167, excluding salary expenses, which are included
as selling, general and administrative expenses.
<PAGE>
INTEREST INCOME AND INTEREST EXPENSE. Interest expense is primarily
comprised of interest on short-term notes incurred prior to our initial public
offering and subsequently repaid. Interest income primarily consists of interest
earned on the temporary investment of the net proceeds from our offerings. We do
not currently have any other debt.
LOSS FROM OPERATIONS. Our loss from operations for the nine-month period
ended September 30, 2000 was $17,616,106. The loss was incurred primarily as a
result of ramp-up costs and expenses in developing our IP network and internal
systems. This operating loss represented approximately 248% of revenues, a
decline from the 346% ratio recorded for the first six months. For the quarter
ended September 30, 2000, we recorded loss from operations of $8,659,186, or
192% of revenues.
LIQUIDITY AND CAPITAL RESOURCES. As of September 30, 2000, we had
approximately $32.4 million in cash and liquid investments. We believe that we
have sufficient liquidity and capital resources to implement our 2000-2001
business plan. However, depending on the growth rate experienced in the earlier
months of 2001, we may seek to sell additional equity or debt securities. If
additional funds are raised through the issuance of debt securities, these
securities could have rights, preferences and privileges senior to holders of
our common stock, and the terms of these debt securities could impose
restrictions on our operations. The sale of additional equity or convertible
debt securities could result in additional dilution to our shareholders. In any
event, we cannot be certain that additional financing will be available in
amounts or on terms acceptable to us, if at all. During the nine-month and
three-month periods ended September 30, 2000, we generated negative cash flow
from operating activities of approximately $15.8 million and $8.5 million,
respectively, for the reasons discussed above.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have not engaged in trading market-risk-sensitive instruments or
purchasing hedging instruments that would be likely to expose us to market risk,
whether interest rate, foreign currency exchange, commodity price or
equity-price risk. Our primary market risk exposure is that of currency exchange
rate fluctuations, since we currently operate in seven countries. To-date, such
exposure has not been meaningful since revenues generated in non-US dollar
currencies have been used to partially offset local, non-US dollar expenses.
With the exception of terminating costs and the salaries of a few of our
administrative staff, our expenses are typically incurred in local currencies.
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in various legal proceedings relating
to claims arising in the ordinary course of business.
Item 2. Changes in Securities and Use of Proceeds
On May 2, 2000, our Registration Statement on Form F-1 (No. 333-11676) was
declared effective by the Securities and Exchange Commission. Under that
registration statement, we sold 4,500,000 American Depositary Shares, each
representing one share of our common stock, at a price of $9.00 per share, for
$40.5 million.
In connection with the offering, we incurred $2.835 million in
underwriting discounts and commissions, and approximately $1.2 million in other
related expenses. The net proceeds from the offering, after deducting the
foregoing expenses, were approximately $36.4 million. From the effective date of
the registration statement through September 30, 2000, the Company used
approximately $6.8 million of the proceeds for capital expenditures. The balance
of the net proceeds will be used as described in our Registration Statement,
including for general corporate purposes and working capital.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
On May 27, 2000, Fernando Bensuaski, our chief financial officer, Tom
Tung, president of Pacific Electric Wire & Cable, and George Yang, a retired
Taiwan Minister of State, were elected to our board of directors, raising the
total membership to the currently authorized maximum of fifteen.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits.
Financial Data Schedule (EDGAR)
b) Reports on Form 8-K.
No reports on Form 8-K (or Reports on Form 6-K or otherwise) were filed or
submitted during the three-month period ended September 30, 2000.
<PAGE>
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.
WHEREVER.NET HOLDING CORP
By: /S/ CHUNG-PIN LEE Date: November 13, 2000
--------------------------
Chung-Pin (Johnny) Lee
Chief Executive Officer
By: /S/ FERNANDO BENSUASKI Date: November 13, 2000
--------------------------
Fernando Bensuaski
Chief Financial Officer
