<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 1998
WEEKS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Georgia 011-13254 58-1525322
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
4497 Park Drive, Norcross, Georgia 30093
----------------------------------------
(Address of principal executive offices, including zip code)
(770) 923-4076
--------------
(Registrant's telephone number, including area code)
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by Item 7(a)(3) relating to the
acquisition of the Beacon Centre Acquisition Property described
in Item 2 of Form 8-K of Weeks Corporation (the "Company") dated
January 9, 1998 are attached hereto as Exhibit A and incorporated
herein by this reference.
(b) Pro Forma Financial Information
The unaudited pro forma financial information required by Item
7(b) relating to the Beacon Centre Acquisition Property described
in Item 2 of Form 8-K of Weeks Corporation dated January 9, 1998
is attached hereto as Exhibit B and incorporated herein by this
reference.
(c) Exhibits
Exhibit
No. Description
--------------------------------------------------------------
A Financial statements required by Item 7(a)(3).
B Pro forma financial information required by Item 7(b).
23.1 Consent of Independent Auditors
<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 hereunto duly authorized.
WEEKS CORPORATION
Registrant
Date: February 17, 1998 /s/ David P. Stockert
--------------------------
David P. Stockert
Senior Vice President and
Chief Financial Officer
<PAGE>
Index to Exhibits
Exhibit Description Page
------- ----------- ----
A Financial statements required by Item 7(a)(3) 5
B Pro forma financial information required by Item 7(b) 10
23.1 Consent of Independent Auditors 18
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements File
Nos. 33-96534, 333-1106, 333-42821 and 333-32755 of Weeks Corporation on
Form S-3 and Registration Statements File Nos. 333-1108 and 333-18305 on
Form S-8 and File No. 333-32755 of Weeks Realty, L.P. on Form S-3 of our report
dated January 30, 1998 relating to the statement of revenues and certain
expenses of Beacon Centre Acquisition Property for the year ended December 31,
1996 appearing in the Report on Form 8-K/A of Weeks Corporation and Weeks
Realty, L.P. dated January 9, 1998.
DELOITTE & TOUCHE LLP
Miami, Florida
February 13, 1998
<PAGE>
Exhibit A
BEACON CENTRE ACQUISITION PROPERTY
COMBINED STATEMENTS OF REVENUE AND
CERTAIN EXPENSES
FOR THE YEAR
ENDED DECEMBER 31, 1996 AND FOR THE
NINE MONTHS IN THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Weeks Realty, L.P.:
We have audited the statement of revenues and certain expenses of the Beacon
Centre Acquisition Property (the "Property") for the year ended December 31,
1996. This financial statement is the responsibility of the Property's
management. Our responsibility is to express an opinion on the financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission (for inclusion in the filings on Form 8-K of Weeks
Corporation and Weeks Realty, L.P.). Material amounts, described in Note 1 to
the statement of revenues and certain expenses, that would not be comparable to
those resulting from future operations of the acquired Property are excluded,
and the statement is not intended to be a complete presentation of the acquired
Property's revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenues and certain expenses of the Beacon Centre
Acquisition Property for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Miami, Florida
January 30, 1998
<PAGE>
BEACON CENTRE ACQUISITION PROPERTY
STATEMENT OF REVENUES AND CERTAIN EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months
in the Period Year
Ended Ended
September 30, 1997 December 31, 1996
(Unaudited)
<S> <C> <C>
REVENUES:
Rental income $ 12,558,141 $ 14,347,852
Tenant reimbursements 966,650 1,197,883
------------- ------------
Total revenues 13,524,791 15,545,735
------------- ------------
CERTAIN EXPENSES:
Property operating and maintenance 1,652,092 1,766,475
Real estate taxes 1,578,299 1,973,991
------------- ------------
Total certain expenses 3,230,391 3,740,466
------------- ------------
REVENUES IN EXCESS OF
CERTAIN EXPENSES $ 10,294,400 $ 11,805,269
============= ============
</TABLE>
See notes to the statement of revenues and certain expenses.
<PAGE>
BEACON CENTRE ACQUISITION PROPERTY
NOTES TO THE STATEMENT OF REVENUES AND CERTAIN EXPENSES
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Beacon Centre Acquisition Property (the "Property"), consists of 24
buildings and construction in progress in the Beacon Centre project
located in Miami-Dade County, Florida. The Property was acquired by
Weeks Corporation (the "Company"), an unrelated party, through its
majority owned subsidiary, Weeks Realty, L.P. (the "Operating
Partnership") on January 9, 1998. The statement of revenues and certain
expenses includes information related to the operation of the Property for
the year ended December 31, 1996 as recorded by the previous owner.
The accompanying historical financial statement information is presented
in conformity with Rule 3-14 of the Securities and Exchange Commission.
Accordingly, the financial statement is not representative of the actual
operations for the year ended December 31, 1996 as certain expenses, which
may not be comparable to the expenses expected to be incurred in future
operations of the Property, have been excluded. Expenses excluded consist
of property management fees and related costs and expenses, interest,
depreciation and amortization, and other costs not directly related to the
future operations of the Property after acquisition.
The Company and the previous owner are not aware of any material factors
relating to the Property that would cause the reported financial
information not to be necessarily indicative of future operating results.
The statement of revenues and certain expenses for the nine months in the
period ended September 30, 1997 has not been audited. In the opinion of
management, all adjustments, consisting solely of normal recurring
adjustments necessary for the fair presentation of the statement of
revenues and certain expenses for the interim period, have been included.
The results of operations for the nine month period ended September 30,
1997 are not necessarily indicative of results which ultimately may be
achieved for the year.
Management's Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Rental Income - Rental income is recognized on a straight-line basis over
the terms of the related leases.
Property Operating and Maintenance Expenses - Property operating and
maintenance expenses consist primarily of utilities, repairs and
maintenance, security and safety, cleaning, and other expenses.
<PAGE>
2. OPERATING LEASES
Operating revenue is principally obtained from tenant rentals under
noncancelable operating lease agreements. The future minimum rentals under
noncancelable operating lease agreements as of December 31, 1996 are as
follows:
December 31, Amount
1997 $ 15,957,338
1998 15,066,299
1999 13,308,008
2000 10,210,449
2001 7,218,811
Thereafter 16,801,108
----------
Total $ 78,562,013
============
* * * * * *
<PAGE>
Exhibit B
Weeks Corporation
Pro Forma Condensed Consolidated Statements of Operations
(Unaudited)
The unaudited pro forma condensed consolidated statements of operations are
presented as if the Company acquired the Beacon Centre Acquisition Properties
acquired on January 9, 1998 (described in the Company's Current Report on
Form 8-K dated January 9, 1998) and the NWI and Lichtin 1997 Acquisition
Properties acquired on various dates during 1997 (described in the Company's
Current Report on Form 8-K dated February 17, 1998 and filed on February 18,
1998) as of January 1, 1996. The unaudited combined results of operations of the
NWI and Lichtin 1997 Acquisition Properties for the nine months ended September
30, 1997 include the historical revenue and certain operating expenses of these
properties through their respective acquisition dates (see Note 1 to the
combined statements of revenue and certain expenses included as Exhibits A and B
to the Company's Current Report on Form 8-K dated February 17, 1998 and filed on
February 18, 1998). The actual operating results of the NWI and Lichtin 1997
Acquisition Properties, subsequent to their acquisition dates are included in
the historical financial statements of the Company. In management's opinion, all
adjustments necessary to present fairly the effects of these acquisitions have
been made.
These unaudited pro forma condensed consolidated statements of operations should
be read in conjunction with the unaudited pro forma condensed consolidated
balance sheet of the Company included herein, the consolidated financial
statements and accompanying notes thereto of the Company included in its Annual
Report on Form 10-K/A-2 for the year ended December 31, 1996, and the unaudited
condensed consolidated financial statements and accompanying notes thereto of
the Company included in its September 30, 1997 Quarterly Report on Form 10-Q.
The unaudited pro forma condensed consolidated statements of operations are not
necessarily indicative of what the actual results of operations of the Company
would have been assuming the Company had acquired the Beacon Centre Acquisition
Properties and the NWI and Lichtin 1997 Acquisition Properties as of the
beginning of each period presented, nor do they purport to represent the results
of operations for future periods.
<PAGE>
Weeks Corporation
Pro Forma Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 1997
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Beacon Centre Lichtin 1997 NWI 1997
Company Acquisition Acquisition Acquisition Pro Forma
Historical/(a)/ Properties/(b)/ Properties/(c)/ Properties/(d)/ Adjustments Pro Forma
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue
Rental income $ 57,326 $ 12,558 $ 2,437 $ 504 $ -- $ 72,825
Tenant reimbursements 7,319 966 1,179 108 -- 9,572
Income from direct financing
lease 565 -- -- -- -- 565
Other 406 -- -- -- -- 406
- -------------------------------------------------------------------------------------------------------------------------------
Total revenue 65,616 13,524 3,616 612 -- 83,368
- -------------------------------------------------------------------------------------------------------------------------------
Expenses
Property operating and
maintenance 7,720 1,652 1,176 64 -- 10,612
Real estate taxes 5,394 1,578 215 83 -- 7,270
Depreciation and amortization 17,344 -- -- -- 4,842/(e)/ 22,186
Interest 14,341 -- -- -- 10,747/(f)/ 25,088
Amortization of deferred
financing costs 679 -- -- -- -- 679
General and administrative 3,675 -- -- -- 817/(g)/ 4,492
- -------------------------------------------------------------------------------------------------------------------------------
Total expenses 49,153 3,230 1,391 147 16,406 70,327
- -------------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of
unconsolidated entities, interest
income and gain on sale of real
estate asset 16,463 10,294 2,225 465 (16,406) 13,041
Equity in earnings of unconsolidated
entities 1,538 -- -- -- -- 1,538
Interest income 996 -- -- -- -- 996
Gain on sale of real estate property 209 -- -- -- -- 209
- -------------------------------------------------------------------------------------------------------------------------------
Income before minority interests 19,206 10,294 2,225 465 (16,406) 15,784
Minority interests (4,533) -- -- -- (76)/(h)/ (4,609)
- -------------------------------------------------------------------------------------------------------------------------------
Net income $ 14,673 $ 10,294 $ 2,225 $ 465 $ (16,482) $ 11,175
- -------------------------------------------------------------------------------------------------------------------------------
Earnings Per Share Data:
Basic $ 0.92 -- -- -- -- $ 0.70
Diluted $ 0.91 -- -- -- -- $ 0.70
- -------------------------------------------------------------------------------------------------------------------------------
Weighted average shares:
Basic 15,904 -- -- -- -- 15,904
Diluted 21,018 -- -- -- -- 22,654
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Weeks Corporation
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 1996
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Beacon Centre Lichtin 1997 NWI 1997
Company Acquisition Acquisition Acquisition Pro Forma
Historical/(a)/ Properties/(b)/ Properties/(c)/ Properties/(d)/ Adjustments Pro Forma
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Revenue
Rental income $ 48,162 $ 14,348 $ 4,347 $ 702 $ -- $ 67,559
Tenant reimbursements 4,517 1,198 2,187 114 -- 8,016
Income from direct financing
lease 768 -- -- -- -- 768
Other 436 -- -- -- -- 436
- ---------------------------------------------------------------------------------------------------------------------------
Total revenue 53,883 15,546 6,534 816 -- 76,779
- ---------------------------------------------------------------------------------------------------------------------------
Expenses
Property operating and
maintenance 6,025 1,766 2,100 110 -- 10,001
Real estate taxes 4,725 1,974 381 52 -- 7,132
Depreciation and amortization 13,474 -- -- -- 6,538/(e)/ 20,012
Interest 11,779 -- -- -- 14,324/(f)/ 26,103
Amortization of deferred
financing costs 864 -- -- -- -- 864
General and administrative 3,039 -- -- -- 877/(g)/ 3,916
- ---------------------------------------------------------------------------------------------------------------------------
Total expenses 39,906 3,740 2,481 162 21,739 68,028
- ---------------------------------------------------------------------------------------------------------------------------
Income before equity in earnings of
unconsolidated entities
and interest income 13,977 11,806 4,053 654 (21,739) 8,751
Equity in earnings of unconsolidated
entities 1,340 -- -- -- -- 1,340
Interest income 492 -- -- -- -- 492
- ---------------------------------------------------------------------------------------------------------------------------
Income before minority interests 15,809 11,806 4,053 654 (21,739) 10,583
Minority interests (3,064) -- -- -- (58)/(h)/ (3,122)
- ---------------------------------------------------------------------------------------------------------------------------
Net income $ 12,745 $ 11,806 $ 4,053 $ 654 $ (21,797) $ 7,461
- ---------------------------------------------------------------------------------------------------------------------------
Earnings Per Share Data:
Basic $ 1.11 -- -- -- -- $ 0.65
Diluted $ 1.10 -- -- -- -- $ 0.64
- ---------------------------------------------------------------------------------------------------------------------------
Weighted average shares:
Basic 11,512 -- -- -- -- 11,512
Diluted 14,386 -- -- -- -- 16,435
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Weeks Corporation
Notes and Assumptions to Unaudited Pro Forma
Condensed Consolidated Statements of Operations
a) Represents the Company's unaudited condensed consolidated statement of
operations contained in its Quarterly Report on Form 10-Q for the nine
months ended September 30, 1997, and the Company's consolidated statement
of operations contained in its Annual Report on Form 10-K/A-2 for the year
ended December 31, 1996, respectively.
b) Represents the rental income, tenant reimbursements, real estate taxes and
property operating and maintenance expenses for the Beacon Centre
Acquisition Properties included herein in Exhibit A.
c) Represents the rental income, tenant reimbursements, real estate taxes and
property operating and maintenance expenses for the Lichtin 1997
Acquisition Properties as set forth in Exhibit A to the Company's Form 8-K
dated February 17, 1998 and filed on February 18, 1998.
d) Represents the rental income, tenant reimbursements, real estate taxes and
property operating and maintenance expenses for the NWI 1997 Acquisition
Properties as set forth in Exhibit B to the Company's Form 8-K dated
February 17, 1998 and filed on February 18, 1998.
e) Represents adjustment to reflect depreciation expense based upon the
assumed allocation of the acquisition price to land, buildings and
improvements using a 35 year life for buildings and the life of the lease
for tenant improvements for the periods indicated. Aggregate pro forma
depreciation expense for the nine months ended September 30, 1997 was
$3,845,000 for the Beacon Centre Acquisition Properties and $997,000 for
the NWI and Lichtin 1997 Acquisition Properties for periods prior to their
respective acquisition dates (see Note 1 to the combined statements of
revenues and certain expenses of the NWI and Lichtin 1997 Acquisition
Properties as set forth in Exhibits A and B to the Company's Form 8-K dated
February 16, 1998 and filed on February 17, 1998). Aggregate pro forma
depreciation expense for the year ended December 31, 1996 was $5,126,000
and $1,412,000 for the Beacon Centre Acquisition Properties and NWI and
Lichtin 1997 Acquisition Properties, respectively.
f) Represents increased interest expense, associated with borrowings utilized
to acquire the Beacon Centre Acquisition Properties, of $8,634,000 and
$11,511,000 for the nine months ended September 30, 1997 and the year ended
December 31, 1996, respectively. Amounts reflect interest costs relating to
additional borrowings under the Company's revolving credit facility of
$68.5 million at a weighted average interest rate of 7.0% and assumed
mortgage debt of $78.2 million at a weighted average interest rate of
8.59%. Additionally, the amounts includes interest expense for periods
prior to the Lichtin 1997 Acquisition Properties' respective acquisition
dates of $2,113,000 and $2,813,000 for the nine months ended September 30,
1997 and the year ended December 31, 1996, respectively (see Note 1 to the
combined statements of revenue and certain expenses as set forth in Exhibit
A to the Company's Form 8-K dated February 16, 1998 and filed on February
17, 1998), associated with approximately $24.0 million of mortgage debt
assumed at a weighted average interest rate of approximately 9.0% and
additional Company revolving credit facility borrowings of approximately
$37.6 million at an interest rate of 7.00% which were utilized to acquire
the Lichtin 1997 Acquisition Properties.
g) Represents management fees at 3% of total revenues and other general and
administrative expenses under the Company's third-party management
arrangement for the Beacon Centre Acquisition Properties.
<PAGE>
h) Represents the adjustment to pro forma minority interest to adjust the pro
forma consolidated minority interest amount to reflect the weighted average
ownership percentage of the unitholders in the Operating Partnership of
29.2% for the nine months ended September 30, 1997 and 29.5% for the year
ended December 31, 1996.
<PAGE>
Weeks Corporation
Pro Forma Condensed Consolidated Balance Sheet
September 30, 1997
(Unaudited)
The unaudited pro forma condensed consolidated balance sheet is presented as if
the acquisition of the Beacon Centre Acquisition Properties for a total
acquisition price of approximately $175.0 million and the acquisition of certain
of the Lichtin and NWI 1997 Acquisition Properties which occurred subsequent to
September 30, 1997 (consisting of four properties acquired from Lichtin and two
properties from NWI for total acquisition consideration of approximately $43.4
million) had occurred as of September 30, 1997. The unaudited pro forma
condensed consolidated balance sheet is not necessarily indicative of what the
actual financial position would have been at September 30, 1997, nor does it
purport to represent the future financial position of the Company.
The unaudited pro forma condensed consolidated balance sheet should be read in
conjunction with the unaudited pro forma condensed consolidated statements of
operations of the Company included herein, the consolidated financial statements
and accompanying notes thereto of the Company included in its Annual Report on
Form 10-K/A-2 for the year ended December 31, 1996, and the unaudited condensed
consolidated financial statements and accompanying notes thereto of the Company
included in its September 30, 1997 Quarterly Report on Form 10-Q.
<PAGE>
Weeks Corporation
Pro Forma Condensed Consolidated Balance Sheet
September 30, 1997
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Company Pro Forma
Historical/(a)/ Adjustments/(b)/ Pro Forma
<S> <C> <C> <C>
Assets
Land $ 98,279 $ 32,041/(b)/ $ 130,320
Building and improvements 578,722 186,317/(b)/ 765,039
Accumulated depreciation (56,639) -- (56,639)
- ---------------------------------------------------------------------------------------------------------------
Operating real estate assets 620,362 218,358 838,720
Development in progress 72,415 -- 72,415
Land held for future development 9,833 -- 9,833
- ---------------------------------------------------------------------------------------------------------------
Net real estate assets 702,610 218,358 920,968
Real estate loans 24,619 -- 24,619
Cash and cash equivalents 476 -- 476
Receivables 6,387 -- 6,387
Direct financing lease 5,032 -- 5,032
Deferred costs, net 12,530 -- 12,530
Investments in and notes receivable
from unconsolidated subsidiaries 8,876 -- 8,876
Other assets 2,600 -- 2,600
- ---------------------------------------------------------------------------------------------------------------
Total Assets $ 763,130 $ 218,358 $ 981,488
===============================================================================================================
Liabilities and Shareholders' Equity
Mortgage notes payable $ 190,687 $ 78,180/(b)/ $ 268,867
Bank credit facility borrowings 150,098 96,933/(b)/ 247,031
Accounts payable
and accrued expenses 18,301 -- 18,301
Other liabilities 4,127 -- 4,127
- ---------------------------------------------------------------------------------------------------------------
Total Liabilities 363,213 175,113 538,326
- ---------------------------------------------------------------------------------------------------------------
Minority Interests in
Operating Partnership 89,981 29,673/(b)//(c)/ 119,654
- ---------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Common stock 177 -- 177
Preferred stock -- -- --
Additional paid-in capital 376,013 -- 376,013
Deferred compensation (934) -- (934)
Accumulated deficit (65,320) 13,572/(c)/ (51,748)
- ---------------------------------------------------------------------------------------------------------------
Total shareholders' equity 309,936 13,572 323,508
- ---------------------------------------------------------------------------------------------------------------
Total Liabilities
and Shareholders' Equity $ 763,130 $ 218,358 $ 981,488
===============================================================================================================
</TABLE>
<PAGE>
Weeks Corporation
Notes and Assumptions to Unaudited Pro Forma
Condensed Consolidated Balance Sheet
a) Represents the Company's unaudited condensed consolidated balance sheet
contained in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1997.
b) Represents the aggregate acquisition consideration, including closing costs
and acquisition expenses, of $175.0 million for the Beacon Centre
Acquisition Properties and approximately $43.4 million for the four
properties acquired from Lichtin and the two properties acquired from NWI
subsequent to September 30, 1997 (see Note 1 to the combined statements of
revenue and certain expenses of the Lichtin and NWI Acquisition Properties
as set forth in Exhibits A and B to the Company's Form 8-K dated February
17, 1998 and filed in February 18, 1998). The aggregate acquisition
consideration for these properties consisted of assumed mortgage
indebtedness of approximately $78.2 million related to the Beacon Centre
Acquisition Properties, the assumption and repayment of other indebtedness
and the payment of cash through borrowings under the Company's revolving
credit facility of approximately $68.5 million related to the Beacon Centre
Acquisition Properties and $28.4 million related to the Lichtin and NWI
1997 Acquisition Properties and units of partnership interest in the
Operating Partnership valued at $28.3 million related to the Beacon Centre
Acquisition Properties and $15.0 million related to the Lichtin and NWI
1997 Acquisition Properties.
c) Represents the adjustment to state the consolidated pro forma shareholders'
equity balance and the minority interest balance to 73.0% and 27.0%,
respectively, of the total combined pro forma equity interests (both
shareholders' equity and minority interests) in the Company.
