Stamps.com 2012 Annual Report Download

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STAMPS.COM INC
FORM 10-K
(Annual Report)
Filed 03/15/13 for the Period Ending 12/31/12
Address 12959 CORAL TREE PLACE
LOS ANGELES, CA 90066-7020
Telephone 3104825800
CIK 0001082923
Symbol STMP
SIC Code 5961 - Catalog and Mail-Order Houses
Industry Retail (Catalog & Mail Order)
Sector Services
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2013, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    ... INC FORM 10-K (Annual Report) Filed 03/15/13 for the Period Ending 12/31/12 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 12959 CORAL TREE PLACE LOS ANGELES, CA 90066-7020 3104825800 0001082923 STMP 5961 - Catalog and Mail-Order Houses Retail (Catalog & Mail Order) Services 12...

  • Page 2
    ... or Organization) 1990 E. Grand Avenue El Segundo, California 90245 (Address of Principal Executive Offices and Zip Code) Registrant's Telephone Number, Including Area Code: (310) 482-5800 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $.001 par value...

  • Page 3
    ... held by non-affiliates of the Registrant was $365,258,099 (based upon the closing price for shares of the Registrant's Common Stock as reported by The NASDAQ Stock Market on that date). As of February 28, 2013, there were 15,319,433 shares of the Registrant's Common Stock issued and outstanding...

  • Page 4
    STAMPS.COM INC. AND SUBSIDIARY FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2012 ...DATA. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. CONTROLS AND PROCEDURES. OTHER INFORMATION. 19 22 23 37 38 38 38 38 40 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE...

  • Page 5
    ... 1. BUSINESS. Overview Stamps.com ® is the leading provider of Internet-based postage solutions. Our customers use our service to mail and ship a variety of mail pieces, including postcards, envelopes, flats and packages, using a wide range of United States Postal Service (the "USPS") mail classes...

  • Page 6
    ...and international mail classes. Customers can also add to their mail pieces USPS Special Services such as Delivery Confirmation TM , Signature Confirmation TM , Registered Mail, Certified Mail, Insured Mail, Return Receipt, Collect on Delivery and Restricted Delivery. Our customers can print postage...

  • Page 7
    ... our PC Postage software and sells NetStamps labels, shipping labels, other mailing labels, dedicated postage printers, scales, and other mailing and shipping-focused office supplies. Our Supplies Store features a store catalog, messaging regarding our free or discounted shipping promotions, cross...

  • Page 8
    ... insurance; and (6) processing large batch shipments via data import or database integrations. The ability to optimize shipping operations is particularly relevant to our higher volume shipping customers. Marketing of PC Postage We target our PC Postage marketing at small businesses, home offices...

  • Page 9
    ... our batch shipping capabilities such as batch printing tools, design enhancements, international custom forms with hidden postage, and forms that can be use with thermal printers. We also plan to broaden our support for USPS services such as Express Mail Flat Rate Padded Envelope, which offers cost...

  • Page 10
    ...based service for printing a single label for use in shipping a package that does not require a monthly subscription fee, in partnership with eBay. Pitney Bowes offers a customized postage offering (branded ZazzleStamps) through a partnership with Zazzle.com, Inc., a small, private U.S. company that...

  • Page 11
    ... with Office's mailing capabilities such as mail merge and envelope printing; we are the only PC Postage provider with an integration partnership with Amazon.com serving their Marketplace users; we support more address books than any other PC Postage software; and we are the only company that offers...

  • Page 12
    ... are located in high-security data centers and operate with proprietary security software. These servers create the data used to generate information-based indicia. They also process postage purchases using secure technology that meets USPS security requirements. Our service currently uses a Windows...

  • Page 13
    ... executive offices are located at 1990 E. Grand Avenue, El Segundo, CA 90245, and our telephone number is (310) 482-5800. Available Information We make available on our website (www.stamps.com), free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form...

  • Page 14
    ... revenues from a large base of active customers. In order to attract customers in the future, we may run special promotions and offers, such as trial periods, discounts on fees, postage and supplies, and other promotions. In addition, we may offer new pricing plans for new and existing customers...

  • Page 15
    ... include home businesses and offices, small and medium sized businesses, corporations and individuals. We cannot be sure that our services will appeal to or be adopted by an ever-growing range of customers. If we are unable to ship products such as items from our Supplies Store or PhotoStamps in...

  • Page 16
    ... technology and practices, the practices and rules of payment processing companies, and the practices and rules of issuing financial institutions. If we do not effectively charge and bill our customers in future periods through credit cards and debit cards, it would adversely affect our results of...

  • Page 17
    ...surges in the use of our service by customers. Any substantial system interruptions in the future, whatever the cause, could result in the loss of data and could completely impair our ability to generate revenues from our service. Our servers also periodically experience directed attacks intended to...

  • Page 18
    ..., the USPS could suspend or terminate our approval or offer services that compete against us, any of which could stop or negatively impact the commercial adoption of our services. Any changes in requirements or specifications for PC Postage could adversely affect our pricing, cost of revenues...

  • Page 19
    ... with substantial customer bases in the computer and other technical fields. Additionally, companies that control access to transactions through a network or Web browsers could also promote our competitors or charge us a substantial fee for inclusion. In addition, changes in postal regulations could...

  • Page 20
    ... the SEC on April 2, 2008. On July 22, 2010, our Board of Directors suspended the NOL Protective Measures by approving a waiver from the NOL Protective Measures to all persons and entities, including companies and investment firms. As a result, as of the date of filing of this Annual Report on Form...

  • Page 21
    ... market price of their securities. This type of litigation, if directed at us, could result in substantial costs and a diversion of management's attention and resources. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES. Our corporate headquarters are located in El Segundo, California. 17

  • Page 22
    ...On January 23, 2012, we completed the purchase of two adjacent buildings in El Segundo, California that now serve as our corporate headquarters for an aggregate purchase price of $13.4 million. We moved into our new corporate headquarters during the third quarter of 2012. We substantially completed...

  • Page 23
    ... sets forth the range of high and low dividend adjusted sales prices reported on The NASDAQ Stock Market for our common stock for the following periods: High Fiscal Year 2011 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year 2012 First Quarter Second Quarter Third Quarter Fourth...

  • Page 24
    ...Base December 31, 2007 $ $ $ 100.00 100.00 100.00 $ $ $ Year ended December 31, 2010 2011 $ $ $ 108.78 100.02 139.17 $ $ $ 246.39 98.22 129.40 $ $ $ Company/Index Stamps.com Inc. NASDAQ Market Index Morgan Stanley Internet Index Holders 2008 80.71 59.46 54.10 $ $ $ 2009 2012 237.62 113.85 170.05...

  • Page 25
    ... of 2012, we repurchased 498,900 shares of our common stock as described in the following table: Approximate Dollar Total Number of Value of Shares That Shares Purchased as May Yet be Part of Publicly Purchased Under the Total Number of Average Price Paid Announced Plans or Plans or Programs Shares...

  • Page 26
    ... the notes thereto, included elsewhere in this Report. Year ended December 31, 2012 2011 2010 2009 2008 (in thousands, except per share data) Statement of Operations Data: PC Postage revenue $ 110,003 $ 93,321 $ 78,355 $ 73,623 $ 73,036 PhotoStamps revenue 5,651 8,258 7,162 8,485 11,876 Other...

  • Page 27
    ..., envelopes, flats and packages, using a wide range of United States Postal Service ("USPS") mail classes, including First Class Mail®, Priority Mail®, Express Mail®, Media Mail®, Parcel Post®, and others. Our customers include individuals, small businesses, home offices, medium-size businesses...

  • Page 28
    ... and insurance revenues. When we refer to our "Core PC Postage marketing channels," we are referring to our marketing channels targeted at acquiring small business, enterprise and high volume shipping customers. These channels include partnerships, online advertising, affiliate channel, direct mail...

  • Page 29
    ...(1) service and transaction fees related to our PC Postage service; (2) product revenue from the direct sale of consumables and supplies through our Supplies Store; (3) insurance revenue from our branded insurance offering; (4) PhotoStamps revenue from our PhotoStamps business; and (5) other revenue...

  • Page 30
    ...being shipped to international destinations; (2) insurance purchases resulting from our partnership with Amazon.com; and (3) increased insurance purchases by high volume shippers. Postage printed by our high volume shipping customers was up 66% in 2012 compared to 2011. PhotoStamps revenue decreased...

  • Page 31
    ... Mailing & Shipping Supplies Store and the related costs of shipping and handling. The cost of insurance revenue principally consists of parcel insurance offering costs. Cost of PhotoStamps revenue principally consists of the face value of postage, customer service, image review costs, and printing...

  • Page 32
    ... to our new corporate headquarters and headcount related expenses. General and administrative expenses as a percent of total revenue decreased slightly from 14% in 2011 to 13% in 2012 as a result of lower litigation expenses in 2012 following the settlement of our patent infringement lawsuit with...

  • Page 33
    ...for 2013 compared to 2012. We expect Non-Core PC Postage and PhotoStamps revenues to decrease in 2013 compared with 2012, as we expect to minimize investment in these areas of our business. In October 2012, Amazon.com launched an additional Marketplace USPS shipping solution as an alternative to our...

  • Page 34
    ...to (1) higher monthly fees from our high volume shipping and enterprise customer segments, (2) an increase in the average store revenue per paid customer driven by the increased usage of our service and (3) an increase in insurance purchases driven by our focus on shipping and new insurance features...

  • Page 35
    ... in postage printed, which helps drive sales of consumable supplies such as labels. Total postage printed by customers using our service during 2011 was $672 million, a 50% increase from $447 million in 2010. Store orders increased by 14% in 2011 compared to 2010, while the average revenue per store...

  • Page 36
    ... with Amazon.com and (3) increased insurance purchases by high volume shippers. Total postage printed by our high volume shipping customers in 2011 increased by 96% compared to 2010. As a percentage of total revenue, insurance revenue increased to 4% in 2011 from 2% in 2010. PhotoStamps revenue...

  • Page 37
    ... due to increased marketing expenditures to acquire new small business, enterprise and shipping customers, which increased 15% in 2011 compared to 2010. This increase was partially offset by decreases in our PhotoStamps and enhanced promotion marketing expenditures, which decreased by 42% and...

  • Page 38
    ... and long-term money market funds, commercial paper, asset-backed securities, corporate notes and bonds and municipal securities and do not engage in hedging or speculative activities. On January 23, 2012, we completed the purchase of two adjacent buildings in El Segundo, California that now serves...

  • Page 39
    ... there is no legal obligation to remit the value of the unredeemed PhotoStamps retail boxes. On a limited basis, we allow third parties to offer products and promotions to our customer base. These arrangements generally provide payment in the form of a flat fee or revenue sharing arrangements where...

  • Page 40
    ... a free digital scale and is expensed in the period in which a customer qualifies using estimated redemption rates based on historical data. Promotional expense, which is included in cost of service, is incurred as customers qualify and thereby may not correlate directly with changes in revenue, as...

  • Page 41
    ... of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any gain or loss is included in operations. On January 23, 2012, we completed the purchase of our new corporate headquarters in El Segundo, California, for an aggregate purchase price of $13...

  • Page 42
    ... Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, management, including our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting was effective as of December 31, 2012. Ernst & Young...

  • Page 43
    ... Public Accounting Firm The Board of Directors and Stockholders of Stamps.com Inc. and Subsidiary We have audited Stamps.com Inc. and Subsidiary's internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by...

  • Page 44
    ...by reference herein to our proxy statement for our 2013 annual meeting of stockholders, which will be filed with the SEC by not later than 120 days after our fiscal year end. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The information required under this item is incorporated by reference herein...

  • Page 45
    ... Purchase Plan (as amended and restated on February 9, 2000).(6) +++ Form of Indemnification Agreement between the Company and its directors and officers.(1) +++ Patent License and Settlement Agreement dated December 19, 2003 by and between Stamps.com Inc. and Pitney Bowes Inc. (8) Agreement dated...

  • Page 46
    ... Plan.(13) +++ Form of Stock Option Agreement.(14) +++ Settlement Agreement among the Company, Kara Technology Incorporated and Salim Kara.(15) Agreement of Purchase And Sale and Joint Escrow Instructions.(16) Code of Ethics.(10) List of Subsidiaries: PhotoStamps Inc., a California corporation...

  • Page 47
    ... herein by reference to the Company's Form 10-Q filed with the Securities and Exchange Commission on November 8, 2010 (File No. 000-26427). Incorporated herein by reference to the Company's Form 10-K filed with the Securities and Exchange Commission on March 14, 2012 (File No. 000-26427). 43

  • Page 48
    Table of Contents (17) + ++ Filed with the Securities and Exchange Commission with this Annual Report on Form 10-K. Confidential treatment requested and received as to certain portions. Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule ...

  • Page 49
    ... with the standards of the Public Company Accounting Oversight Board (United States), Stamps.com Inc. and Subsidiary's internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring...

  • Page 50
    ....COM INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) December 31, 2012 2011 Assets Current assets: Cash and cash equivalents Restricted cash Short-term investments Accounts receivable, net Other current assets Total current assets Property and equipment, net...

  • Page 51
    ... 14,685 2012 Revenues: Service Product Insurance PhotoStamps Other Total revenues Cost of revenues: Service Product Insurance PhotoStamps Total cost of revenues Gross profit Operating expenses: Sales and marketing Research and development General and administrative Legal settlements Total operating...

  • Page 52
    Table of Contents STAMPS.COM INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) 2012 Net income Other comprehensive income: Unrealized (loss) gain on investments Comprehensive income F-4 Year Ended December 31, 2011 2010 $ 26,265 $ 5,532 629 6,161 $ 38,557 $ (34...

  • Page 53
    ... 31, 2009 Net income Unrealized gain on investments Stock-based compensation expense Return of capital Dividend Exercise of stock options Shares issued under the ESPP Stock repurchase Balance at December 31, 2010 Net income Unrealized loss on investments Stock-based compensation expense Exercise of...

  • Page 54
    ... investments Sale of long-term investments Purchase of long-term investments Release (purchase) of restricted cash Acquisition of property, equipment and intangibles Net cash (used in) provided by investing activities Financing activities: Dividend payment Return of capital Proceeds from exercise of...

  • Page 55
    ... postcards, envelopes, flats and packages, using a wide range of United States Postal Service (the "USPS") mail classes, including First Class Mail®, Priority Mail®, Express Mail®, Media Mail®, Parcel Post®, and others. Our customers include individuals, small businesses, home offices, medium...

  • Page 56
    ... financial institutions may exceed Federal Deposit Insurance Corporation insurance limits. Interest rate fluctuations and changes in credit ratings impact the carrying value of our portfolio. During 2012, 2011 and 2010, we did not recognize revenue from any one customer that represented 10% or more...

  • Page 57
    Table of Contents STAMPS.COM INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) On January 23, 2012, we completed the purchase of our new corporate headquarters in El Segundo, California, for an aggregate purchase price of $13.4 million of which approximately $7.2 million ...

  • Page 58
    ... there is no legal obligation to remit the value of the unredeemed PhotoStamps retail boxes. On a limited basis, we allow third parties to offer products and promotions to our customer base. These arrangements generally provide payment in the form of a flat fee or revenue sharing arrangements where...

  • Page 59
    ... costs of shipping and handling. The cost of insurance revenue principally consists of parcel insurance offering costs. Cost of PhotoStamps revenue principally consists of the face value of postage, image review costs and printing and fulfillment costs. Promotional Expense New PC Postage customers...

  • Page 60
    ... partner and affiliate agreements, third parties refer prospects to our web site, and we pay the third parties when the customer completes the customer registration process, or in some cases, upon the first successful billing of a customer. We record these expenses on a monthly basis as prospects...

  • Page 61
    Table of Contents STAMPS.COM INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table reconciles share amounts utilized to calculate basic and diluted net income per share (in thousands, except per share data): Year Ended December 31, 2012 2011 2010 38,557 $ 26...

  • Page 62
    ... used in the Black-Scholes valuation model for the periods indicated: 2012 Expected dividend yield Risk-free interest rate Expected volatility Expected life (in years) Expected forfeiture rate - 0.37% 50% 3.7 7% 2011 - 1.39% 48% 4.4 9% 2010 - 1.67% 49% 4.5 20% We elected to utilize the alternative...

  • Page 63
    ...on our capitalization policy. These capitalized costs are amortized based on their estimated useful life. Administrative costs related to the maintenance and development of our website are expensed as incurred. Recent Accounting Pronouncements In July 2012, FASB issued Accounting Standards Update No...

  • Page 64
    ... cash flows. We did not record any OTTI during 2012 and 2011 after evaluating a number of factors including, but not limited to How much fair value has declined below amortized cost The financial condition of the issuers Significant rating agency changes on the issuers Our intent and ability to...

  • Page 65
    ... 2011 (in thousands): December 31, 2012 Gross Gross Unrealized Unrealized Gains Losses - - - 66 4 70 190 190 260 9) (9) (9) $ $ Cost or Amortized Cost Cash and cash equivalents: Cash Money market Cash and cash equivalents Short-term investments: Corporate notes and bonds U.S. government and agency...

  • Page 66
    ... our financial assets measured at fair value on a recurring basis as of December 31, 2012 and 2011 (in thousands): Fair Value Measurement at Reporting Date Using Quoted Prices in Significant Other Active Markets Significant for Identical Observable Unobservable Inputs December 31, Inputs Assets...

  • Page 67
    ... at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Assets December 31, Inputs Inputs (Level 1) (Level 2) (Level 3) 2011 $ $ 54,587 $ 14,776 69,363 $ 54,587 - 54,587 $ $ - 14,776 14,776 $ $ - - - Description Cash, restricted...

  • Page 68
    ... (2) the material decline of our Section 382 ownership under the Internal Revenue Code from approximately 34% as of March 31, 2010 to approximately 24% as of June 30, 2010, and (3) the settlement of our outstanding patent infringement litigation with Kara Technology, which improved our confidence in...

  • Page 69
    ... for tax reporting purposes and as a result we did not use any tax credits. We recorded a current tax provision for corporate alternative minimum federal taxes and state taxes of approximately $565,000, $0 and $34,000 during the years ended December 31, 2012, 2011 and 2010, respectively. Total...

  • Page 70
    ... a study to understand the status of net operating losses. Based on that study, we believe that we have not undergone an Internal Revenue Code (IRC) Section 382 change of ownership that would trigger an impairment of the use of our NOLs since our secondary offering in December 1999. Under IRC...

  • Page 71
    ... by our stockholders in June 2010. Under the 2010 Plan, we are authorized to issue 3,500,000 shares of common stock and stock units, although "full value" awards (such as restricted stock and restricted stock units) will be counted against the 2010 Plan's overall limits as two shares (rather than...

  • Page 72
    ... December 31, 2011 Granted Forfeited Exercised Balance at December 31, 2012 $ $ $ $ The weighted-average fair value of stock grants for 2012, 2011 and 2010 using the Black-Scholes valuation method are as follows: 2012 Weighted-average fair value of stock options with an exercise price equal to...

  • Page 73
    ...: Weighted Average Remaining Contractual Life (in years) Outstanding at December 31, 2011 Granted Exercised Forfeited or expired Balance at December 31, 2012 Exercisable at December 31, 2012 Number of Weighted Stock Average Options Exercise Price (in thousands) 2,317 $ 13.36 192 25.50 (560) 13.04...

  • Page 74
    ... of common stock issued pursuant to the ESPP during 2012, 2011 and 2010 were approximately 56,000, 56,000 and 48,000, respectively. Savings Plan During 1999, we implemented a savings plan for all eligible employees, which qualifies under Section 401(k) of the Internal Revenue Code. Participating...

  • Page 75
    ... sue the other for patent infringement. No payments were made to either party as part of the settlement. In 2001, we were named, together with certain of our current and former board members and/or officers, as a defendant in several purported class-action lawsuits, filed in the U.S. District Court...

  • Page 76
    ... may not agree with per share amounts for the year shown elsewhere in our Annual Report on Form 10-K. _____ (1) During the second quarter of 2011 we recognized $2.2 million of retail box breakage revenue, of which $2.1 million related to a cumulative catch-up for previously sold and unredeemed...

  • Page 77
    ... has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 15th day of March 2013. STAMPS.COM INC. By: /s/ KENNETH MCBRIDE Kenneth McBride Chief Executive Officer and Chairman of...

  • Page 78
    ....com Inc. 2010 Equity Incentive Plan. of our reports dated March 15, 2013, with respect to the financial statements of Stamps.com Inc. and subsidiary and the effectiveness of internal control over financial reporting of Stamps.com Inc. and subsidiary, included in this Annual Report (Form 10-K) for...

  • Page 79
    ...McBride, his true and lawful attorneyin-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all Annual Reports on Form 10-K and any amendments thereto, for the year ended December 31, 2012, of Stamps...

  • Page 80
    ...McBride, his true and lawful attorneyin-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all Annual Reports on Form 10-K and any amendments thereto, for the year ended December 31, 2012, of Stamps...

  • Page 81
    ...McBride, his true and lawful attorneyin-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all Annual Reports on Form 10-K and any amendments thereto, for the year ended December 31, 2012, of Stamps...

  • Page 82
    ...31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ken McBride, certify that: 1. I have reviewed this annual report on Form 10-K of Stamps.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material...

  • Page 83
    ...Huebner, certify that: 1. I have reviewed this annual report on Form 10-K of Stamps.com Inc.; 2. Based on my knowledge, this report does ...internal control over financial reporting. Date: March 15, 2013 /s/ KYLE HUEBNER Kyle Huebner Chief Financial Officer (Principal Financial and Accounting Officer...

  • Page 84
    ... OF 2002 In connection with the Annual Report of Stamps.com Inc. (the "Company") on Form 10-K for the period ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ken McBride, Chief Executive Officer of the Company, certify, pursuant to 18...

  • Page 85
    ...OF 2002 In connection with the Annual Report of Stamps.com Inc. (the "Company") on Form 10-K for the period ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kyle Huebner, Chief Financial Officer of the Company, certify, pursuant to 18...