UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
For the Fiscal Year Ended September 30, 2003
Mesa Air Group, Inc.
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Nevada
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85-0302351 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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410 North 44th Street, Suite 700, Phoenix, Arizona (Address of Principal Executive Offices) |
85008 (Zip Code) |
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Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 31, 2003: Common Stock, no par value: $153.3 million.
On December 8, 2003, the Registrant had outstanding 31,721,724 shares of Common Stock.
Documents Incorporated by Reference
Portions of the registrant’s proxy statement for the 2004 annual meeting of stockholders
EXPLANATORY NOTE
Mesa Air Group, Inc. is filing this amendment to its Annual Report on Form 10-K, originally filed with the Securities and Exchange Commission on December 29, 2003, solely for the purpose of filing additional exhibits previously omitted from the 10-K and to revise the exhibit list to include omitted exhibit numbers.
PART IV
| Item 15. | Exhibits, Schedules and Reports on Form 8-K |
(A) Documents filed as part of this report:
| 1. Reference is made to consolidated financial statement schedules in item 8 hereof. | |
| 2. Reports on Form 8-K |
| We did not file any reports on Form 8-K during the quarter ended September 30, 2002. |
| 3. Exhibits |
The following exhibits are either filed as part of this report or are incorporated herein by reference from documents previously filed with the Securities and Exchange Commission:
| Exhibit | ||||||
| Number | Description | Reference | ||||
| 3 | .1 | Articles of Incorporation of Registrant dated May 28, 1996 | Filed as Exhibit 3.1 to Registrant’s Form 10-K for the fiscal year ended September 30, 1996, incorporated herein by reference | |||
| 3 | .2 | Bylaws of Registrant as Amended | Filed as Exhibit 3.2 to Registrant’s Form 10-K for the fiscal year ended September 30, 1996, incorporated herein by reference | |||
| 4 | .1 | Form of Common Stock certificate | Filed as Exhibit 4.5 to Amendment No. 1 to Registrant’s Form S-18, Registration No. 33-11765 filed March 6, 1987, incorporated herein by reference | |||
| 4 | .2 | Form of Common Stock certificate (issued after November 12, 1990) | Filed as Exhibit 4.8 to Form S-1, Registration No. 33-35556 effective December 6, 1990, incorporated herein by reference | |||
| 4 | .3 | Indenture dated as of June 16, 2003 between the Registrant, the guarantors executing a signature page thereto and U.S. Bank National Association, as Trustee, relating to Senior Convertibles Notes due 2023. | Filed as Exhibit 4.1 to Form 10-Q for the quarterly period ended June 30, 2003, incorporated herein by reference | |||
| 4 | .4 | Registration Rights Agreement dated as of June 16, 2003 between the Registrant, the subsidiaries of the Registrant listed on The signature pages thereto, and Merrill Lynch & Co., a representatives of the Initial Purchasers of Senior Convertibles Notes due 2023. | Filed as Exhibit 4.2 to Form 10-Q for the quarterly period ended June 30, 2003, incorporated herein by reference | |||
| 4 | .5 | Form of Guarantee (Exhibit A-2 to Indenture filed as Exhibit 4.3 above) | Filed as Exhibit 4.3 to Form 10-Q for the quarterly period ended June 30, 2003, incorporated herein by reference. | |||
| 4 | .6 | Form of Senior Convertible Note due 2023 (Exhibit A-1 to Indenture filed as Exhibit 4.3 above) | Filed as Exhibit 4.4 to Form 10-Q for the quarterly period ended June 30, 2003, incorporated herein by reference. | |||
| 5 | .1 | 1998 Key Officer Stock Option Plan | Filed as Appendix A to Registrant’s Definitive Proxy Statement, dated June 19, 1998 | |||
| 5 | .2 | 2001 Key Officer Stock Option Plan, as Amended | Filed as Exhibit 5.2 to Form 10-K for fiscal year ended September 30, 2003 and Incorporated herein by reference | |||
| 5 | .3 | Outside Directors’ Stock Option Plan, as Amended | Filed as Exhibit 5.3 to Form 10-K for fiscal year ended September 30, 2003 and Incorporated herein by reference | |||
| 5 | .4 | Employee Stock Option Plan, as amended | Filed as Exhibit 5.4 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
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| Exhibit | ||||||
| Number | Description | Reference | ||||
| 10 | .1 | Form of Directors’ and Officers’ Indemnification Agreement | Filed as Exhibit 10.1 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .2 | Codeshare and Revenue Sharing Agreement, dated as of February 1, 2001, by and between Mesa Airlines, Inc. and America West, Inc. (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.1 to Form 10-Q for the period ended March 31, 2001, incorporated herein by reference | |||
| 10 | .3 | First Amendment to Codeshare and Revenue Sharing Agreement dated as of April 27, 2001, By and between Mesa Airlines, Inc. and America West, Inc. | Filed as Exhibit 10.10 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .4 | Second Amendment to Code-share and Revenue Sharing Agreement dated as of October 24, 2002, by and between Mesa Airlines, Inc. and America West, Inc. | Filed as Exhibit 10.4 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .5 | Third Amendment to Code-share and Revenue Sharing Agreement dated as of December 2, 2002, by and between Mesa Airlines, Inc., Freedom Airlines, Inc. and America West, Inc. | Filed as Exhibit 10.5 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .6(1) | Fourth Amendment to Code-share and Revenue Sharing Agreement dated as of September 5, 2003, by and between Mesa Airlines, Inc., Freedom Airlines, Inc., Air Midwest, Inc. and America West, Inc. | Filed as Exhibit 10.6 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .7 | Service Agreement dated as of November 11, 1997 between Mesa Airlines, Inc. and US Airways, Inc. | Filed as Exhibit 10.86 to Form 10-Q for the quarter ended December 31, 1997 and incorporated herein by reference | |||
| 10 | .8 | First Amendment to Service Agreement dated as of November 24, 1999, by and between Mesa Airlines, Inc. and US Airways, Inc. (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.15 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .9 | Second Amendment to Service Agreement dated as of October 6, 2000, by and between Mesa Airlines, Inc. and US Airways, Inc. (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.16 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .10 | Third Amendment to Service Agreement dated as of October 17, 2002, by and between Mesa Airlines, Inc. and US Airways (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.17 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .11 | Fourth Amendment to Service Agreement dated as of October 17, 2002, by and between Mesa Airlines, Inc. and US Airways (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.18 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .12 | Fifth Amendment to Service Agreement dated as of October 17, 2002, by and between Mesa Airlines, Inc., and US Airways (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.19 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .13(1) | Sixth Amendment to Service Agreement dated as of August 14, 2003, by and between Mesa Airlines, Inc., and US Airways | Filed as Exhibit 10.13 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
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| Exhibit | ||||||
| Number | Description | Reference | ||||
| 10 | .14(1) | Service Agreement between US Airways, Inc. and Air Midwest, Inc. dated as of May 14, 2003 | Filed as Exhibit 10.14 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .15 | Master Purchase Agreement between Bombardier, Inc. and the Registrant Dated May 18, 2001 (Certain portions deleted Pursuant to confidential treatment) | Filed as exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2001 and incorporated herein by reference | |||
| 10 | .16 | Form of Lease Agreement between Beech Acceptance Corporation, Inc. and Mesa Airlines, Inc., negotiated September 30, 1994 for all prospective 1900 D Airliner leases. | Filed as Exhibit 10.67 to Form 10-K for the year ended September 30, 1994, Commission File No. 0-15495 and incorporated herein by reference | |||
| 10 | .17 | Agreement between the Registrant and Barlow Capital, LLC, as amended | Filed as Exhibit 10.23 to Registrant’s Form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 10 | .18 | Employment Agreement dated as of March 14, 2001, between the Registrant and Jonathan G. Ornstein, as amended | Filed as Exhibit 10.24 to Registrant’s Form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 10 | .19 | Employment Agreement dated as of January 1, 2001, between the Registrant and Michael J. Lotz, as amended | Filed as Exhibit 10.25 to Registrant’s Form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 10 | .20 | Employment Agreement, dated as of December 6, 2001 between the Registrant and George Murnane III, as amended | Filed as Exhibit 10.27 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .21 | Form of Employment Agreement entered into by and between the Registrant and Carter Leake and Brian Gillman | Filed as Exhibit 10.26 to Registrant’s Form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 10 | .22 | Three Gateway Office Lease between Registrant and DMB Property Ventures Limited Partnership, dated October 16, 1998, as Amended | Filed as Exhibit 10.29 to Registrant’s Form 10-K for the year ended September 30, 2002 and incorporated herein by reference | |||
| 18 | .1 | Letter regarding change in accounting Principle | Filed as exhibit 18.1 to Registrant’s form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 21 | .1 | Subsidiaries of the Registrant | Filed as Exhibit 21.1 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 23 | .1 | Independent Auditors’ Consent of Deloitte and Touche LLP | Filed as Exhibit 23.1 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 31 | .1 | Section 302 Certification of Chief Executive Officer | Filed in Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 31 | .2 | Section 302 Certification of Chief Financial Officer | Filed in Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 32 | .1 | Section 906 Certification of Chief Executive Officer | Filed herewith | |||
| 32 | .2 | Section 906 Certification of Chief Financial Officer | Filed herewith | |||
| (1) | The Company has sought confidential treatment of portions of the referenced exhibits. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| MESA AIR GROUP, INC. | |
| By: /s/ JONATHAN G. ORNSTEIN | |
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| Jonathan G. Ornstein | |
| Chairman and Chief Executive Officer | |
| (Principal Executive Officer) | |
| By: /s/ GEORGE MURNANE III | |
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| George Murnane III | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Dated: January 2, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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/s/ JONATHAN G. ORNSTEIN Jonathan G. Ornstein |
Chairman of the Board, Chief Executive Officer and Director |
January 2, 2004 | ||||
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* James E. Swigart |
Director | January 2, 2004 | ||||
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* Daniel J. Altobello |
Director | January 2, 2004 | ||||
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* Ronald R. Fogleman |
Director | January 2, 2004 | ||||
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* Maurice A. Parker |
Director | January 2, 2004 | ||||
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* Julie Silcock |
Director | January 2, 2004 | ||||
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* Joseph L. Manson |
Director | January 2, 2004 | ||||
| *By: |
/s/ JONATHAN G. ORNSTEIN Jonathan G. Ornstein, Attorney-in-Fact |
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EXHIBIT INDEX
| Exhibit | ||||||
| Number | Description | Reference | ||||
| 3 | .1 | Articles of Incorporation of Registrant dated May 28, 1996 | Filed as Exhibit 3.1 to Registrant’s Form 10-K for the fiscal year ended September 30, 1996, incorporated herein by reference | |||
| 3 | .2 | Bylaws of Registrant as Amended | Filed as Exhibit 3.2 to Registrant’s Form 10-K for the fiscal year ended September 30, 1996, incorporated herein by reference | |||
| 4 | .1 | Form of Common Stock certificate | Filed as Exhibit 4.5 to Amendment No. 1 to Registrant’s Form S-18, Registration No. 33-11765 filed March 6, 1987, incorporated herein by reference | |||
| 4 | .2 | Form of Common Stock certificate (issued after November 12, 1990) | Filed as Exhibit 4.8 to Form S-1, Registration No. 33-35556 effective December 6, 1990, incorporated herein by reference. | |||
| 4 | .3 | Indenture dated as of June 16, 2003 between the Registrant, the guarantors executing a signature page thereto and U.S. Bank National Association, as Trustee, relating to Senior Convertibles Notes due 2023. | Filed as Exhibit 4.1 to Form 10-Q for the quarterly period ended June 30, 2003, incorporated herein by reference. | |||
| 4 | .4 | Registration Rights Agreement dated as of June 16, 2003 between the Registrant, the subsidiaries of the Registrant listed on The signature pages thereto, and Merrill Lynch & Co., a representatives of the Initial Purchasers of Senior Convertibles Notes due 2023. | Filed as Exhibit 4.2 to Form 10-Q for the quarterly period ended June 30, 2003, incorporated herein by reference. | |||
| 4 | .5 | Form of Guarantee (Exhibit A-2 to Indenture filed as Exhibit 4.3 above) | Filed as Exhibit 4.3 to Form 10-Q for the quarterly period ended June 30, 2003, incorporated herein by reference. | |||
| 4 | .6 | Form of Senior Convertible Note due 2023 (Exhibit A-1 to Indenture filed as Exhibit 4.3 above) | Filed as Exhibit 4.4 to Form 10-Q for the quarterly period ended June 30, 2003, incorporated herein by reference. | |||
| 5 | .1 | 1998 Key Officer Stock Option Plan | Filed as Appendix A to Registrant’s Definitive Proxy Statement, dated June 19, 1998 and incorporated herein by reference | |||
| 5 | .2 | 2001 Key Officer Stock Option Plan, as Amended | Filed as Exhibit 5.2 to Form 10-K for fiscal year ended September 30, 2003 and Incorporated herein by reference | |||
| 5 | .3 | Outside Directors’ Stock Option Plan, as Amended | Filed as Exhibit 5.3 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 5 | .4 | Employee Stock Option Plan, as amended | Filed as Exhibit 5.4 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .1 | Form of Directors’ and Officers’ Indemnification Agreement | Filed as Exhibit 10.1 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .2 | Codeshare and Revenue Sharing Agreement, dated as of February 1, 2001, by and between Mesa Airlines, Inc. and America West, Inc. (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.1 to Form 10-Q for the period ended March 31, 2001, incorporated herein by reference | |||
| Exhibit | ||||||
| Number | Description | Reference | ||||
| 10 | .3 | First Amendment to Codeshare and Revenue Sharing Agreement dated as of April 27, 2001, By and between Mesa Airlines, Inc. and America West, Inc. | Filed as Exhibit 10.10 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .4 | Second Amendment to Codeshare and Revenue Sharing Agreement dated as of October 24, 2002, by and between Mesa Airlines, Inc. and America West, Inc. | Filed as Exhibit 10.4 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .5 | Third Amendment to Codeshare and Revenue Sharing Agreement dated as of December 2, 2002, by and between Mesa Airlines, Inc., Freedom Airlines, Inc. and America West, Inc. | Filed as Exhibit 10.5 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .6(1) | Fourth Amendment to Codeshare and Revenue Sharing Agreement dated as of September 5, 2003, by and between Mesa Airlines, Inc., Freedom Airlines, Inc., Air Midwest, Inc. and America West, Inc. | Filed as Exhibit 10.6 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .7 | Service Agreement dated as of November 11, 1997 between Mesa Airlines, Inc. and US Airways, Inc. | Filed as Exhibit 10.86 to Form 10-Q for the quarter ended December 31, 1997 and incorporated herein by reference | |||
| 10 | .8 | First Amendment to Service Agreement dated as of November 24, 1999, by and between Mesa Airlines, Inc. and US Airways, Inc. (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.15 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .9 | Second Amendment to Service Agreement dated as of October 6, 2000, by and between Mesa Airlines, Inc. and US Airways, Inc. (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.16 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .10 | Third Amendment to Service Agreement dated as of October 17, 2002, by and between Mesa Airlines, Inc. and US Airways (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.17 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .11 | Fourth Amendment to Service Agreement dated as of October 17, 2002, by and between Mesa Airlines, Inc. and US Airways (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.18 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .12 | Fifth Amendment to Service Agreement dated as of October 17, 2002, by and between Mesa Airlines, Inc., and US Airways (Certain portions deleted pursuant to confidential treatment.) | Filed as Exhibit 10.19 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .13(1) | Sixth Amendment to Service Agreement dated as of August 14, 2003, by and between Mesa Airlines, Inc., and US Airways | Filed as Exhibit 10.13 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 10 | .14(1) | Service Agreement between USAirways, Inc. and Air Midwest, Inc. dated as of May 14, 2003 | Filed as Exhibit 10.14 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| Exhibit | ||||||
| Number | Description | Reference | ||||
| 10 | .15 | Master Purchase Agreement between Bombardier, Inc. and the Registrant Dated May 18, 2001 (Certain portions deleted Pursuant to confidential treatment) | Filed as exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2001 and incorporated herein by reference | |||
| 10 | .16 | Form of Lease Agreement between Beech Acceptance Corporation, Inc. and Mesa Airlines, Inc., negotiated September 30, 1994 for all prospective 1900 D Airliner leases. | Filed as Exhibit 10.67 to Form 10-K for the year ended September 30, 1994, Commission File No. 0-15495 and incorporated herein by reference | |||
| 10 | .17 | Agreement between the Registrant and Barlow Capital, LLC, as amended | Filed as Exhibit 10.23 to Registrant’s Form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 10 | .18 | Employment Agreement dated as of March 14, 2001, between the Registrant and Jonathan G. Ornstein, as amended | Filed as Exhibit 10.24 to Registrant’s Form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 10 | .19 | Employment Agreement dated as of January 1, 2001, between the Registrant and Michael J. Lotz, as amended | Filed as Exhibit 10.25 to Registrant’s Form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 10 | .20 | Employment Agreement, dated as of December 6, 2001 between the Registrant and George Murnane III, as amended | Filed as Exhibit 10.27 to Form 10-K for fiscal year ended September 30, 2002 and incorporated herein by reference | |||
| 10 | .21 | Form of Employment Agreement entered into by and between the Registrant and Carter Leake and Brian Gillman | Filed as Exhibit 10.26 to Registrant’s Form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 10 | .22 | Three Gateway Office Lease between Registrant and DMB Property Ventures Limited Partnership, dated October 16, 1998, as Amended | Filed as Exhibit 10.29 to Registrant’s Form 10-K for the year ended September 30, 2002 and incorporated herein by reference | |||
| 18 | .1 | Letter regarding change in accounting Principle | Filed as exhibit 18.1 to Registrant’s form 10-K for the year ended September 30, 2001 and incorporated herein by reference | |||
| 21 | .1 | Subsidiaries of the Registrant | Filed as Exhibit 21.1 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 23 | .1 | Independent Auditors’ Consent of Deloitte and Touche LLP | Filed as Exhibit 23.1 to Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 31 | .1 | Section 302 Certification of Chief Executive Officer | Filed in Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 31 | .2 | Section 302 Certification of Chief Financial Officer | Filed in Form 10-K for fiscal year ended September 30, 2003 and incorporated herein by reference | |||
| 32 | .1 | Section 906 Certification of Chief Executive Officer | Filed herewith | |||
| 32 | .2 | Section 906 Certification of Chief Financial Officer | Filed herewith | |||
| (1) | The Company has sought confidential treatment of portions of the referenced exhibits. |