UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

OR

FOR THE TRANSITION PERIOD FROM _________________ TO ___________________

COMMISSION FILE NUMBER 0-26123

ONLINE RESOURCES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(703) 394-5100
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES    X    NO __

      As of August 10, 2001 there were 11,708,881 shares of the issuer’s common stock outstanding.

ONLINE RESOURCES CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ONLINE RESOURCES CORPORATION

BALANCE SHEETS

See accompanying notes to unaudited financial statements.

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ONLINE RESOURCES CORPORATION
UNAUDITED STATEMENTS OF OPERATIONS

See accompanying notes to unaudited financial statements.

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ONLINE RESOURCES CORPORATION

UNAUDITED STATEMENTS OF CASH FLOWS

See accompanying notes to unaudited financial statements.

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ONLINE RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

      Online Resources Corporation (the “Company”) is a leading Internet banking, bill payment and e-financial service provider to financial institutions. The Company provides its clients, primarily regional and community banks, thrifts and credit unions, with an end-to-end outsourced service, that is branded in the client’s name. This enables cost-effective delivery of Internet-based financial services to consumer, small business and other retail customers of the Company’s clients. By packaging transaction services with call center, database and support services, the Company offers an integrated financial hub and a single-source solution for its clients and their retail customers.

INTERIM FINANCIAL INFORMATION

      The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the statements include all adjustments necessary (which are of a normal and recurring nature) for the fair presentation of the results of the interim periods presented. These financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2000, included in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 30, 2001. The results of operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.

RECENT PRONOUNCEMENTS

      In July 2001, the Securities and Exchange Commission issued staff announcement, D-98, Classification and Measurement of Redeemable Securities. The announcement is required to be adopted in years beginning after December 15, 2001. The Company believes the announcement will not have a significant effect on the earnings or the financial position of the Company upon adoption.

RECLASSIFICATION

      Certain 2000 amounts have been reclassified to conform to the 2001 presentation.

2. CHANGE IN REVENUE RECOGNITION FOR IMPLEMENTATION REVENUE

      The Company generates revenues from service fees, implementation fees, and other revenues. Revenues from service fees are derived from recurring monthly fees by providing services which include banking and bill payment, customer service, consumer marketing, information reporting, and administrative services, to financial institution clients, typically based on the number of enrolled retail customers. These services are priced on a monthly per retail customer basis, and in some cases, on a transaction basis. Implementation and other related revenues are generated from the linking of the Company’s financial institution clients to the Company’s Quotien(TM) e-financial suite through various networks and the Company’s gateways and the sale of PC software and customer service software used to access the e-financial suite. Effective January 1, 2001, we discontinued support of our proprietary PC software and screen-based telephone products which have not been a significant source of revenue.

      The Company previously recognized nonrefundable implementation fees as revenue under the percentage of completion method as certain milestone output measures were completed. During the year ended December 31, 2000, the Company adopted SEC Staff Accounting Bulletin No. 101 —Revenue Recognition in Financial Statements (“SAB 101”), effective January 1, 2000, and changed its method of accounting for nonrefundable implementation fees for all contracts to recognize such fees and the related incremental direct costs of implementation activities over the contract term as the services are provided, which typically range from one to five years (generally three years). The Company believes the change in accounting principle was preferable based on guidance provided in SAB 101. The cumulative effect of the accounting change as of January 1, 2000 was $217,000 ($1,371,000 of revenue less direct incremental costs of $1,154,000) and was recognized in the statement of operations for the three months ended March 31, 2000. The effect of the accounting change was to increase the net loss before the cumulative effect of the accounting change by $119,000 and $163,000 for the three months and six months ended June 30, 2000, respectively. Due to the adoption of SAB 101, $1,371,000 of revenue that was previously recognized under the Company’s prior revenue recognition policy will be recognized under the

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Company’s revised revenue recognition policy through periods up to 2004 because some contract periods extend through 2004. During the three months and six months ended June 30, 2001, the Company recognized revenue of approximately $153,000 and $316,000, respectively, and related direct incremental costs that were included in the cumulative effect adjustment at January 1, 2000.

3. NON-RECURRING CHARGES

      The Company paid a one-time charge of $209,434 including severance and benefit payments during the six months ended June 30, 2001 as a result of the staff reduction of 23 employees, approximately 9% of the total employees, on January 3, 2001.

4. NET LOSS PER COMMON SHARE

      Basic and diluted net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding.

      Due to their antidulitive effects, shares underlying outstanding stock options, warrants and convertible subordinated notes to purchase shares of common stock were excluded from the computation of diluted earnings per share for all periods presented.

5. EQUITY

      During the six months ended June 30, 2001, employees purchased 42,343 shares of common stock under the Company's employee stock purchase plan and individuals exercised warrants to purchase 21,385 shares of common stock with net proceeds to the Company of approximately $222,000.

6. NOTES PAYABLE

      On September 28, 2000, the Company completed the private placement of $20 million in convertible subordinated notes (the “Convertible Notes”) to a group of accredited investors and received proceeds of $18.7 million net of debt issuance costs of $1.3 million including commission of $917,200. The proceeds have been and will continue to be used for working capital. On May 22, 2001 and May 24, 2001, the Company repurchased $3,000,000 and $500,000, respectively, of the Convertible Notes in privately negotiated transactions. Accordingly, as of June 30, 2001, $16.5 million of the Convertible Notes remains outstanding and matures on September 30, 2005. The Convertible Notes carry an 8% coupon and interest payment dates are April 1 and October 1, commencing April 1, 2001. The Convertible Notes are convertible at a price of $4.75 per share subject to an annual reset under certain circumstances but in no event will the price be less than $4.00 per share. Subject to certain conditions, the Company may redeem all or part of the Convertible Notes prior to maturity. As of June 30, 2001, 4,210,526 shares were authorized and issuable upon conversion of the Convertible Notes. Jefferies & Company, Inc., one of the underwriters of the placement, also obtained 200,000 warrants that expire on September 30, 2005 that are exercisable at the same price as the conversion price under the Convertible Notes.

      Interest expense related to the Convertible Notes for the three months and six months ended June 30, 2001, was $370,000 and $780,000, respectively. As of June 30, 2001, accrued interest on notes payable totaled approximately $330,000. As of June 30, 2000, we had no accrued interest on notes payable as no notes were outstanding.

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7. EXTRAORDINARY ITEM

      The extraordinary item represents a gain of $1,083,153 from the repurchase of $3.5 million of the Convertible Notes pursuant to privately negotiated transactions in May 2001. The funds used to repurchase the Convertible Notes represent a portion of the proceeds from the issuance of the Convertible Notes.

8. COMPONENTS OF COMPREHENSIVE INCOME

      Comprehensive income includes the Company’s net loss adjusted for changes, net of tax, of unrealized losses on investments in marketable securities. Comprehensive income for the three months and six months ended June 30, 2001 and 2000 is as follows:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY NOTE

      The following management’s discussion and analysis should be read in conjunction with the accompanying Financial Statements and Notes thereto. This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to:

      These forward-looking statements represent our best judgment as of the date of the Quarterly Report on Form 10-Q, and we caution readers not to place undue reliance on such statements. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including but not limited to, the risks and uncertainties described or discussed in the section “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2001. These risks include, among others, the following:

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OVERVIEW

      We are a leading service provider for Internet banking, bill payment and e-financial services to financial institutions. We provide our clients a cost-effective outsourced service, branded in their name, by seamlessly integrating Internet banking, electronic bill payment, and other e-financial services into a single-vendor, end-to-end solution. As part of our services, we provide customer support through our call center, marketing services, web site design, implementation and other services.

      We primarily derive revenue from long-term service contracts with our financial institution clients, who pay us recurring fees based primarily on the number of their retail customers enrolled and transaction volumes, as well as an up-front implementation fee. Our financial institution clients typically subsidize some or all of our fees when reselling our services to their retail customers, as they derive significant potential benefits including account retention, delivery and paper cost savings, account consolidation and cross-selling of other products. As a network-based service provider, we have made substantial up-front investments in infrastructure. We believe our financial performance and operating leverage will be based primarily on increasing retail customer subscriptions and transaction volumes over a relatively fixed cost base.

      Our current sources of revenue are from service fees, implementation and other revenues. We expect that our revenue growth will principally come from service fees as a result of continued growth of retail customers.

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      Historically, the majority of our resources have been directed to creating our proprietary system. Our proprietary system enables us to provide a broad range of services to our financial institution clients including Internet banking, bill paying, and access to complementary financial services supported by our customer call center, marketing services and other support services. While investment to date has been significant, we believe the infrastructure we have built will enable us to support our anticipated growth over the next several years with only modest cost increases associated with adding retail customers.

FINANCIAL CONDITION

      Since our founding, we have incurred high costs to create and upgrade our infrastructure, while generating low revenues. As a result, we have historically experienced large operating losses and negative cash flow. At June 30, 2001, we had an accumulated deficit of $80.5 million and net property and equipment of $6.8 million. We have funded our operations primarily through the issuance of equity and debt securities. Ongoing working capital requirements will primarily consist of personnel costs related to enhancing and maintaining our system. We expect to continue to incur losses in the near future.

      As of June 30, 2001, we had $1.0 million in cash and cash equivalents and $10.9 million in investments as compared to $1.8 million in cash and cash equivalents and $19.7 million in investments as of December 31, 2000. The decrease in cash and investments results from cash used for operating purposes and the repurchase of $3.5 million of 8% convertible subordinated notes. Total liabilities decreased from $25.9 million as of December 31, 2000 to $21.4 million as of June 30, 2001 primarily as a result of the repurchase of $3.5 million of 8% convertible subordinated notes, decreases in deferred revenues and capital lease obligations.

      Our limited operating history makes it difficult to evaluate our prospects for success and our revenue and profitability potential is unproven.

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RESULTS OF OPERATIONS

      The following table presents certain items derived from our statements of operations expressed as a percentage of revenue.

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2000.

      Revenues. We derive revenues from service fees, implementation and other revenues. Revenues increased $2.5 million, or 72.7%, to $6.0 million for the three months ended June 30, 2001 as compared to $3.5 million for the same period in 2000. This increase was primarily attributable to a 82.5% increase in service fees which were largely recurring and driven by an increase of 93.1% in the number of retail customers and an increase of 101.2% in the number of transactions offset by lower service fees per user measured at June 30, 2001 and June 30, 2000. Additionally, implementation and other revenues increased $166,000, or 27.1%, to $780,000 as a result of the cancellation fees from a client acquired by another financial institution and an increase in demand of professional services.

      Cost of Revenues. Cost of revenues primarily includes telecommunications, payment processing, systems operations, customer service, implementation and related products. Cost of revenues increased $403,000, or 12.8%, to $3.6 million for the three months ended June 30, 2001 as compared to $3.2 million for the same period in 2000. This increase was primarily attributable to a $358,000 increase in bill payment processing and customer service costs. These increases resulted from increases in the number of retail customers, transactions, banking expenses and staff to support the growth of our operations.

      Gross Profit. Gross profit increased to $2.4 million from $323,000 for the three months ended June 30, 2001 and 2000, respectively. Gross margin for the same periods improved to 41% from 9% primarily due to increased service fees leveraged over our relatively fixed costs of revenue as a result of improved efficiency from technology development and cost control initiative. Gross margin for service fees improved as a result of increased end user growth without a corresponding incremental increase in costs.

      General and Administrative. General and administrative expenses are comprised primarily of salaries for executive, administrative and financial control personnel, consulting expenses and facilities costs such as office leases, insurance, and depreciation. General and administrative expenses increased $351,000, or 23.4%, to $1,852,000 as compared to $1,501,000 for the three months ended June 30, 2001 and 2000, respectively. The increase was primarily attributed to higher depreciation expense as a result of capital expenditures of approximately $3.2 million between June 30, 2000 and June 30, 2001 and an increase in other overhead expenses necessary to support the growing business operations.

      Sales and Marketing. Sales and marketing expenses consist of salaries and commissions paid to sales and marketing personnel, consumer marketing costs, public relations costs, and other costs incurred in marketing our services and products. Sales and marketing expenses decreased $612,000, or 28.3%, to $1.5 million for the three months ended June 30, 2001 as compared to $2.2 million for the same period in 2000. The principal reason for the decrease in sales and marketing expenses was a decline in advertising and commission expenses and a reduction in staffs as a result of consolidating certain client service responsibilities.

      Systems and Development. Systems and development expenses include salaries of personnel in the systems and development department, consulting fees and all other expenses incurred in supporting the research and development of new services and products, and new technology to enhance existing products. Systems and development expenses decreased $216,000, or 12.8%, to $1.5 million for the three months ended June 30, 2001 as compared to $1.7 million for the same period in 2000. The decrease in our systems and development expenses was primarily due to the reduction in consulting fees associated with our efforts to control costs.

      Loss from Operations. Loss from operations decreased $2.6 million, or 51.8%, to $2.4 million as compared to $5.0 million for the three months ended June 30, 2001 and 2000, respectively. Loss from operations significantly decreased between the two periods, primarily as a result of increases in service fees and gross profit driven by growth in our customer base, decreases in various expenditures and costs derived from our cost-cutting initiatives, as well as other factors described above.

      Other Income and Expense. Interest income decreased $43,000, or 18.0%, to $195,000 for the three months ended June 30, 2001 as compared to $238,000 for the same period in 2000, primarily due to lower interest rates. Interest expenses increased $445,000, or 2137.9%, to $466,000 for the three months ended June 30, 2001 as compared to $20,808 for the same period in 2000 as the result of the interest expense incurred in connection with the issuance of 8% convertible subordinated notes on September 28, 2000. Going forward, until at least September 2005, unless the convertible notes are earlier converted, we will continue to incur interest expenses due to the convertible subordinated notes.

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      Net Loss and Loss Per Share. Net loss was $1.6 million compared to a loss of $4.8 million for the three months ended June 30, 2001 and 2000, respectively. For the three months ended June 30, 2001 and 2000 the basic and diluted loss per share were $(0.14) and $(0.42), respectively. Excluding gain from repurchase of debt, we would have reported loss per share of $(0.23) and $(0.42), for the three months ended June 30, 2001 and 2000, respectively, as a result of the various factors noted above.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000.

      Revenues. Revenues increased $5.1 million, or 78.6%, to $11.6 million for the six months ended June 30, 2001 as compared to $6.5 million for the same period in 2000. This increase was primarily attributable to a 96.0% increase in service fees which were largely recurring and driven by an increase of 93.1% in the number of retail customers and an increase of 111.0% in the number of transactions. Additionally, implementation and other revenues increased $118,000, or 9.1%, to $1.4 million as a result of an increase in professional service revenue offset by discontinued screen phone and proprietary PC software revenues.

      Cost of Revenues. Cost of revenues increased $1.1 million, or 17.2%, to $7.2 million for the six months ended June 30, 2001 as compared to $6.2 million for the same period in 2000. This increase was primarily attributable to a $462,000 increase in bill payment processing costs and a $417,000 increase in customer service costs. These increases resulted from expansion in the number of retail customers, transactions, banking expenses and staff to support the growth of operations.

      Gross Profit. Gross profit increased to $4.4 million from $327,000 for the six months ended June 30, 2001 and 2000, respectively. Gross margin for the same periods improved to 37.7% from 5.0% primarily due to increased service fees leveraged over our relatively fixed costs of revenue as a result of the continued efforts to improve efficiency and our cost control initiatives. Gross margin for service fees positively affected by increased end user growth without a corresponding incremental increase in costs.

      General and Administrative. General and administrative expenses increased $434,000, or 13.7%, to $3.6 million as compared to $3.2 million for the six months ended June 30, 2001 and 2000, respectively. The increase was primarily attributed to higher depreciation expense as a result of capital expenditures of approximately $3.2 million, increased personnel expenses and other overhead expenses necessary to support the growing business operations.

      Sales and Marketing. Sales and marketing expenses decreased $1.4 million, or 30.9%, to $3.1 million for the six months ended June 30, 2001 as compared to $4.4 million for the same period in 2000. The principal reason for the decrease in sales and marketing expenses was a decline in advertising and commission expenses and a reduction in staffs as a result of consolidating certain client service responsibilities.

      Systems and Development. Systems and development expenses decreased $141,000, or 4.5%, to $3.0 million for the six months ended June 30, 2001 as compared to $3.1 million for the same period in 2000. The decrease in our systems and development expenses was primarily due to the reduction in consulting fees associated with our efforts to control costs.

      Non-Recurring Charges. As a result of the reduction in staffs by approximately 9% on January 3, 2001, we paid a one-time charge of $209,000 including severance costs and benefit payments during the six months ended June 30, 2001.

      Loss from Operations. Loss from operations decreased $4.9 million, or 47.2%, to $5.5 million as compared to $10.4 million for the six months ended June 30, 2001 and 2000, respectively. Excluding one-time charges related to the staff reduction, loss from operations decreased $5.1 million, or 49.3%, between the two periods, primarily as a result of increases in service fees and gross profit driven by growth in our customer base, decreases in various expenditures and costs derived from our cost-cutting initiatives, as well as other factors describved above.

      Other Income and Expense. Interest income decreased $139,000, or 25.8%, to $400,000 for the six months ended June 30, 2001 as compared to $539,000 for the same period in 2000, primarily due to lower interest rates. Interest expenses increased $930,000, or 1879.1%, to $980,000 for the six months ended June 30, 2001 as compared to $49,508 for the same period in 2000 as the result of the interest expense in connection with the issuance of 8% convertible subordinated notes on September 28, 2000. Going forward, until at least September 2005, unless the convertible notes are earlier converted, we will continue to incur interest expenses due to the convertible subordinated notes.

      Net Loss and Loss Per Share. Net loss was $5.0 million compared to a loss of $10.1 million for the six months ended June 30, 2001 and 2000, respectively. For the six months ended June 30, 2001 and 2000 the basic and diluted loss per share were $(0.43) and $(0.89), respectively. Excluding gain from repurchase of debt, non-recurring charges and cumulative effect of change in accounting principle, we would have reported loss per share of $(0.50) and $(0.87), for the six months ended June 30, 2001 and 2000,

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respectively, as a result of the various factors noted above.

LIQUIDITY AND CAPITAL RESOURCES

      Cash and investments in available for sale securities decreased $9.6 million to $11.9 million from $21.5 million as of June 30, 2001 and December 31, 2000, respectively.

      Net cash used in operating activities was $6.1 million for the six months ended June 30, 2001. The decrease resulted primarily from a net loss of $5.0 million and $1.1 million of gain from repurchase of debts.

      Net cash provided from investing activities for the six months ended June 30, 2001 was $7.5 million, which primarily resulted from the net reduction of $8.8 million in available for sale securities. In addition, capital expenditures were $1.3 million for the six months ended June 30, 2001.

      Net cash used in financing activities was $2.2 million for the six months ended June 30, 2001 relating primarily to $2.2 million in net payments made to repurchase $3.5 million of 8% convertible subordinated notes. At June 30, 2001, we had cash and cash equivalents of $1.0 million, investments in available for sale securities of $10.9 million, working capital of $12.8 million, long-term obligations of $17.5 million and stockholder equity of $4.5 million.

      We currently believe that cash, cash equivalents and investment balances will be sufficient to meet our current anticipated cash requirements for at least the next twelve months. However, there can be no assurance that additional capital beyond the amounts currently forecasted by us will not be required or that any such required additional capital will be available on reasonable terms, if at all, at such time as required. We intend to invest our cash in excess of current operating requirements in marketable government, Corporate and mortgage-backed securities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      We invest primarily in marketable government, corporate, and mortgage-backed debt securities. We do not have operations subject to risks of foreign currency fluctuations, nor do we use derivative financial instruments in our operations or investment portfolio. We have classified all of our investments as available-for-sale financial instruments. The following table provides information about our available-for-sale investments that are sensitive to changes in interest rates.

      The long-term debts on June 30, 2001 are comprised of convertible subordinated notes with an 8% interest rate and capital lease obligations with interest rates ranging from 8% to 13%. The cost of the convertible subordinated notes is approximately fair market value at June 30, 2001. We do not believe a fluctuation of 100 basis points in the prime rate would have a material adverse effect on us.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

      We are not a party to any pending material litigation nor are we aware of any pending or threatened litigation that would have a material adverse effect on the Company, our business or results of operation.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

                  None.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

                  None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      On June 6, 2001, the Company held its annual meeting of shareholders (the “Annual Meeting”). There were three proposals submitted to a vote of the shareholders at the Annual Meeting: (i) to elect three Directors; (ii) to approve the amendment to the 1999 Stock Option Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 600,000 shares; and (iii) to ratify the appointment of the independent auditors for the fiscal year ending December 31, 2001.

      At the Annual Meeting each of the following persons were elected to serve as directors of the Company until the 2004 annual meeting: Matthew P. Lawlor was elected with 9,343,515 votes cast in favor of election and 42,945 cast against election and Ervin R. Shames and Barry D. Wessler were each elected with 9,343,586 votes cast in favor of election and 42,874 cast against election. The directors whose terms continued after the Annual Meeting are Michael H. Heath, Thomas S. Johnson, George M. Middlemas, David A. O’Connor and Joseph S. Spalluto. Next, the shareholders approved the amendment to the 1999 Stock Option Plan with 7,971,530 votes cast in favor, 1,228,064 votes cast against, 186,865 votes abstaining and one broker non-vote. Finally, the shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors, with 9,381,310 votes cast in favor of this proposal, 4,975 votes cast against, 175 votes abstaining and no broker non-votes.

      No other matters were submitted to the shareholders for a vote.

ITEM 5. OTHER INFORMATION.

                  None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      Online Resources Corporation did not file any Form 8-K reports during the quarter ended June 30, 2001.

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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.

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