CONTINUATION SHEET I
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ReferenceNo. of Document Being Continued PIIN/SIIN DggS01-00-C-0077 MOD/AMD Poooo2
Name of Offeror or Contractor: SYSTEMS DEVELOPMENT CO~P SECTION A - SUPPLEMENTAL INFORMATION THIS MODIFICATION IS.ISSUED TO REVISE THE DELIVERY CLIN 0001AA (FIRST ARTICLE) i0 NOV 02 CLIN 000lAB (PRODUCTION QUANTITY) - 9 MAY 03 IN CONSIDERATION FOR THE MUTUAL AGREEMENTS CONTAINED HEREIN, EACH PARTY REMISES, RELEASES, AND DISCHARGE THE OTHER, ITS OFFICER, AGENTS, AND EMPLOYEES OF AND FROM ALL CIVIL LIABILITIES, OELIGATIONS, CLAIMS, APPEALS, AND DEMANDS WHICH THEY NOW HAVE OR HEREAFTER MJIY HAVE, WHETHER KNOWN OH UNKOWN, ADMINISTRATIVE OF JUDICIAL, LEGAL OR EQUITABLE, ARISING UNDER OR IN ANY RELATED TO CONTRACT DAAH01-00-C-0077 WHICH HAVE ACCRUED UP TO THE DATE OF THIS MODIFICATION, IN WHOLE OR IN PART. DATES FOR THE FIRST ARTICLE AND PRODUCTION QUANTITIES.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
*** END OF NARRATIVE A 010 ***
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CONTINUATION SHEET
ITEM NO
Reference No. of Document Being Continued PIIN/SIIN Dn.~aoz-oo-c-~o77 MOD/AMD Poooo~
Name of Offeror or Contractor: SYSTEMS DEVELOPbiEI,IT CORP
SUPPLIES/SERVICES
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
QUANTITY
UNIT
UNIT PRICE
AMOUNT
FIRST ARTICLE
2
EA
$ ....21f516.05000
$ ........ 43t032.10
NOUN: CIRCUIT CARD ASSEMB PRON: DI943064D1 PRON AMD: 05 AMS CD: 060011
ACRN: AA
Descriptiq~/Sp~.cs./Work Sta.~ement TOP DRAWING NR: 1325072
Packa~in~ and Ma~king PACKAGING/PACKING/SPECIFICATIONS: IAW MILSTD2073 UNiT PACK: 001 INTERMEDIATE PACK: 000 LEVEL PRESERVATION: Military LEVEL PACKING: Minimal
Inspection and Acceptance INSPECTION: Origin ACCEPTANCE: Destination Government Approval/Disapproval Days: 90
Deliveries or Performance DOC SUPPL REL CD MILSTRIP ADDR 003 W31P4092940030 W31P0W J DEL REL CD QUANTITY 001 2
SIG CD MARK FOR TP CD 3 DEL DATE 10-NOV-2002
FOB POINT: Destination SHIP TO: PARCEL POST ADDRESS {W31P0W) PR WOH9 HQ USA AVN AND MISLE CMD TRANSPORTATION OFFICER BLDG 8022 COTTONWOOD RD MF RTTC BLDG 4500 REDSTONE ARSENAL AL 3S898-8052
OO01AD
PRODUCTION QUANTITY WITH FIRST ARTICLE
EA
iS 17fSBg..45000
$ ........... 3B6,967.90
NOUN: CIRCUIT CARD ASSEMB PRON: D1943064D1 PRON AMD: 05 AMS CD: 060011
ACRM: AA
.~ascription/Specs.../Nor~.Stat~.~ant TOP DRAWING NR: 13235072
Packaging and Markinq PACKAGING/PACKING/SPECIFICATIONS:
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CONTINUATION SHEET
Reference No. of Document Being Continued PIIN/SIIN D~01-OO-C-OO77 MOD/AMD poooo2
QUANTITY
Name of Offeror or Contractor: SYSTEMS DEVELOPMENT CORP
....... ITEM NO SUPPLIES/SERVICES
IAW MILSTDI073 UNIT PACK: 001 INTERMEDIATE PACK: 000 LEVEL PRESERVATION: Military LEVEL PACKING: Minimal
UNIT
UNIT PRICE
AMOUNT
~nspection and Acceptance INSPECTION: Origin ACCEPTANCE: Origin
Deliveries or Performance DOC SUPPL REL CD MILSTRIP ADDR SIG CD MARK FOR J 001 W31G3Hg0891959 W25GID DEL REL CD QUANTITY DEL DATE 001 9 09-MAY-2002
TP CD 3
FOB POINT: Destination SHIP TO: PARCEL POST ADDRESS (W25GIU) XU TRANSPORTATION OFFICER DDSP NEW CUMBERLAND FACILITY . BUILDING MISSION DOOR 113 134 NEW CUMBERLAND PA 17070-5001
DOC SUPPL REL CD MILSTRIP ADDR 002 W31G3ng0891960 W62GIT J DEL REL CD QUANTITY" 001 13
SIG CD MARK FOR TP CD 3 DEL DATE 09-MAY-2003
FOB POINT: Destination SHIP TO: PARCEL POST ADDRESS (W62G2T) XU DEF DIST DEPOT SAN JOAQUIN TRANSPORTATION OFFICER PO BOX 960001 STOCKTON CA 95296-0130
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14 [:cbruary 2002
Systems Development Corporation ATTN: Ms. Virginia Gilchrist 215 Wynn Drive, Suite 318 Huntsville, AL 35805 Gentlemeil: I. Reference: a. SDC, Inc., letter dated 10 July 2001. b. Meeting with SDC and Government personnel on Contracts DAAH01-00-C-0077 and DAAH01-00-P-0741, 23 January 2002. 2. The purpose of the meeting was to resolve two issues that SDC is concerned about in the production on Contracts DAAH01-00-C-0077 and DAAH01-00-P-0741. The issues and agreed resolution are as follows: . a. The production units are required to be subjected to environmental testing per the specification: APN 13235072 is beitig proc.u-red finder DA~AH0-t'00-C-0077.- Coiffra~t c~ilI~ t-or two articles to be delivered to Redstone Arsenal for testing. APN 1.~.~072 note 6 indicates "'This unit shall meet the requirements of MIS41341" MIS-41341 calls for three different '~-' ~..,al;lln,~ d~,rb t~ots. 1. Visual examination per 4.3.3.1 covers 7 characteristics which are either visually inspected or measured. 2. Examination te.sting per 4.3.3.2 covers 2 tests per MIS (current drain per 4.4.1.1 and Output logic level and dynamic fm~ctional requirements per 4.4.1.2) 3. Inspection testing per 4.3.3.3 covers the environmental requirements. In 4.3.2.3, it states "inspection testing shall be conducted on the first article sample only". This indicates that the production units are not subjected to inspection testing nor to environlnental testing. APN 13385560 is being procured under DAAH01-00-P-0741. Contract calls for two I]rst articles to be delivered to Redstone Arsenal tbr testing.
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APN 13385560 note 6 indicates "This unit shall meet the requirements of MIS45073". MIS-45073 calls for three different examinations/tests. 1. Visual examination per 4.3.3.1 covers 6 characteristics which are either visually inspected or measured.
2. Examination testing per 4.3.3.2 covers 2 tests per the MIS (current drain per 4.4.1.1 and Output logic level anddynamic functional requirements per 4.4.1.2)
3. Inspection testing per 4.3.3.3 covers the environmental requirements. In 4.3.2.3, it .states "inspection testing shall be conducted on the first article sample only". This indicates that theproduction units are not subjected to inspection testing nor to environmental testing. b. PROM Data: It was agreed in the meeting that SDC would provide PROMS to the Research and Development and Engineering Center (RDEC) for programming and subsequent testing with the GETS 2000. PROM data will then be provided to SDC so that SDC can program remaining boards. 3. It is requested that SDC coordinate with Mr. Mark Bradley at (256) 842-9365 in order to deliver the PROMS. 4. If there is additional information and/or assistance needed concerning this action, please contact the following: Pattie Page, (256) 876-2897 or Jerry Hill, (256) 876-1772.
Officer
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13 March 2001
U.S. Army Aviation and Missile Command AMSAM-AC-ML-,.£A Ms, Georgia Walker Redstone Arsenal, AL 35898-5280 Subject: Replacement Parts for Circuit Card Assemblies Cohtract DAAH01-00-C-0077. Reference: Facsimile, 8DC, dated 2 March 2001 Dear Ms. Walker: Systems Dev.elopment Corporation has completed a review ot ..the pads required by contract DAAH01-00-C-0077. We have identified the obsolete parts ,and the replacement pads as indicated onthe attached sheet.
;
:
All Replacement Parts meet or exceed specification requiremea.ts. SDC is .prepared to initiate the First Article build process upon receipt of your approval and/or comments.
Virginia P. Gilcl~rist CEO
215 Wynn Drive, Suite 318 Huntsville. Alabama 35805 Phone: 256.382.4600 Fa~: 256.382,460! h~tp;//www.sd ~ sv.c, om
1
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Attachment
Replacement Paris, Contract DA.AH01L00-C-00~/
Find No. Identification No.
t3638370
29 13038331 26 22 ~.. .~,. 1,3038457 5962-8777101CX
Alternate part No. Justification R.~lacemL~nt ,Part !~lentificat,!on Method 8.403615JA Obsolete .... Mfi~r rec ,emmendation/Engiheering ¢alidation ISL54331BCA' Ve.'n.dor Obsolete reebmmendation/certification to Orig. specs Ditect cross reference to vendor part no. ~ ~!~.~ ~0,, ~ ~!! :';,' Obsolete. SG1536Y'-883B ....Obsolete' ' Di~e.ct cr6s~ refere'~r~ 'io vendor I~rt no. Di~ct cross r~'fe~e'nce tO vendor part no. "' Failure rate req'~d"obsolete.'"lS~chased ibe,t~e, r than. failure rate '" Failure rate req'd obsolete. P'[~rchased .... be.{'ter than failure rate
:M38510/i'10o6~cx
Obsolete
MSS40101M2201JB "M63zI0102M220:!..G,B Obsolete R JR 26FX203M 13038120-02i iObsolete I
596218768201RX
Obsolete,~
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Gilliam Carpenter [[email protected]] Thursday, March 22, 2001 8:19 AM [email protected] [email protected] Contract DAAH01-00-C-0077, PN 13038120-021
Dear Ms. Walker, The PN 13038120-021 is listed on the drawing as superseded by PN 5962-8768201RX and should have been reported in our letter of 13 March 2001.We also need the digital (PROM)data in order to complete the manufacturing process. Thank you for your assistance. Gil
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Author : .vpgilchrist@sdchs~..6m"
..... Original Message ..... From: [email protected] [SMTP:[email protected]] Sent: Tuesday, January 25, 2000 2:09 PM [email protected] To: Subject: Re: Questions on DAAH01-00-R-0013
Virginia,
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In. our conversation earlier today you indicated that you do have the first 18 pages of MIS-41341. The acceptance requirements for the circuit card assembly are defined in MIS-41341. Paragraph 6.3 of this document indicates that a Teledyne L200 Series Test Station must be used to test this circuit card assembly, and You said that you do have
Case 1:06-cv-00232-LMB Document 41-10 ~rown. x~ Filed 10/29/2007 ~ Page , of 28 acce'ss to this te s~e~,on via Teledyne ~ .... .... 10
you.should have th~ an, ~ to the main questions yo~ ha .bout this requirement. I will be checking into the question you had about updated specification information. Please verify that the statements above are correct and if you have any additional questions/concerns, indicate what they are and I will get back to you as soon as possible.
Reply Separator Subject: Questions on DAAH01-00-R-0013 Author: "[email protected]"
The following questions have arisen as we are preparing the response to this requirement: i. Are there Acceptance Test Procedures already existing for this item? If so, can we have a copy? 2. The first 18 page of MIS-41341 is missing from the information that we have-can this data be p~ovided? 3. Is there updated specification information available for this .requirement? For example, MIL-STD-2000 has been deleted and the sChools are no longer held. If you have any questions about these questions feel free to contact me or Ovoy Horton at 726-6300. Thank You Virginia Gilchrist
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P.2
Damage Calculation For Systems Development Corporation
Due to Improper Actions of Army Representatives
¯ Under Contract DAAH01-00-C-0077
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~P.3
I
QUALIFICATIONS I am a Certified Public Accountant (CPA) in private practice since 1980. My practice is
primarily related to Government Contract and construction accounting. As I established my accounting practice, I was a full time assistant professor of accounting at Rutgers University. Prior to starting my practice I was an auditor for the Defense Contract Audit Agency (DCAA) a Federal Government agency. During that time I was also an Instructor of accounting at Morris County and Bergen County Collegeg. I received my bachelor and master'sdegrees from Seton Hall University. I have been accepted as an expert in the following judicial fora: a. b. c. d. e. f. g. h. i. j. United States District Court. New Jersey Superior Court, Armed Services Board of Contract Appeals. Department of Transportation Board of Contract Appeals. General Services Administration Board of Contract Appeals. Department of Energy Board of Contract Appeals. Urtited States Federal Court of Claims. Various State Courts. Various County Courts. Various Arbitration and mediation hearings.
I have published for the Smal! Business Administration, under the Small Business 7(J) program; a manual and seminar workbook entitled "How to Survive a DCAA Audit". I have conducted numerous seminars as a paid lecturer with Technology Training Corporation.
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I have also been a guest lecturer on numerous occasions for the following organizations: A) B) C) National Contract Management Association. Association of Government Accountants. Association of Women Owned Businesses.
I am a member of various professional organizations and as a committee member of the Defense Contractor's Committee; I was part of the final review of the Audit and Accounting Guide "Audits of Federal Government. Contractors" published by the American Institute of Certified Public Accountants. I have consulted for over.26 years and testified on the calculation and the review of damages in a variety of circumstances over the past 26 years. I have attached my curriculum vita, which summarizes my education and experience. II SCOPE OF EFFORT I have been retained by Dick, Riggs, Miller and Stem LLP on behalf of Systems Development Corporation (SDC) in the subject action, at an hourly rate of$250, inorder to determine the damages resulting from the improper actions of Army representatives under contract DAAH01-00-C-0077. In this regard, I reviewed the following specific accounting .documents: 1) 2) Financial Statements - Fiscal Years 2001 through 2006. General Ledgers t~iseal Years 2001 through 2004. ¯ Trial Balances Fiscal Years 2001 through 2004.
4)
Corporate Tax Returns Fiscal Years 2001 through 2006.
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In addition, I reviewed supporting documentation on a limited sample basis in order to determine the reasonableness of the underlying data for the financial statements to the extent I considered necessary under the circumstances. I also reviewed the following specific documents: 1) 2) Numerous Depositions Contractfiles for Contract DAAH01-00-C-0077
I also reviewed other non accounting information which I considered necessary to develop the damages. Finally, I utilized acquisition data from publicly traded companies, and merger and acquisition data furnished by INPUT, in order to determine damages relating to loss of the value compensation. I reserve the right to supplement this report as necessary pending additional review of documents which may be furnished. IV. CONCLUSION I have calculated the damages of SDC resulting from the actions of the Army representatives to be approximately $7,441,145, which is summarized in Exhibit A. The calculations are based upon the loss of profits, g & a expense, the loss in company value and other costs related to contract DAAH01-00-C-0077. The basis of these theories is as follows: 1) Loss of Profit For the fiscal years 2002 through 2006 revenue was calculated to reflect the impact of revenue lost caused by DAAH-01-00-C-0077, The ass0eiated increased costs resulting from the increase in revenue was calculated based upon historical data. The difference between the profits calculated With the increased revenue and the actual profits represents the lost profit. The lost profits are based on the specific contract and unidentified contracts, since specific contracts have a definitive term whereas the 3
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actions by Army representatives impacted work beyond the term of the specific contract since they: 1) Denied SDC an opportunity to expand its existing business base. 2) Denied SDC an opportunity to expand its future business base. 3) Denied SDC growth in marketsit was not active. 2) Loss in Company Value A company's value is generally dependent upon a company's revenue and profitability. Lost .revenue and profits were calculated as discussed in 1)above. The lost revenue and profits were converted to a loss in company value by applying a revenue factor and a profit multiplier based upon recent financial data of company's ¯ in an industry similar to SDC. Downward adjustments were made to the profit multiplier to give effect to the size of SDC. Also, the revenue factor was compared to recent merger data. 3) Other Costs SDC also incurred the following specific damages resulting from the Army representatives improper actions as follows: 1) G&A costs increases resulting from the reduction in business. 2) Actual lease payments to Teledyne Brown for.unused facility space. 3) Employment costs and associated litigation expense i'esulting from layoffs. The above calculationsare rendered within a reasonable degree of professional certainty within the field of financial damage calculations. The methodologies used to calculate the damages within this report are consistent with established practices within this field. Ernest J. Agresto April 4, 2007
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Exhibit A
SDC Summary of Damage Calculation
Lost Profit ~ Loss in Company Value Increased G & A Costs Unrecovered Lease Cost Employee Costs And Legal Fees
$ 3,469,687 3,096,995 835,713 9,000 29,750
Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5
Total .Damages
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SDC ,Summary of Lost Profit
Lost Profit Contract DAAH01-01-C-R052 Other Contracts Total
$ 785,655 (Schedule lc) 2,684,032 Note 1 $ 3,469,687 (Schedule la)
Notes
1. The other contract lost profit is based on the difference between the total lost profit calculated in Schedule la less the profit calculated on Schedule lc for contract DAAH01-01-C-R052.
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SDC Total Lost Profit
Schedule la
Pr~ected Profit (Schedule lb) 2002 2003 2004 2005 2006 Totals $ 838,728 865,390 892,851 921,137 950,271 $ 4,468,377 $
Actual Pmfi~ Note 1 (895) 9,812 29,752 215,330 744,691 $ 998,690 $
Lost
Profit N~e 2 839,623 855,578 863,099 705,807 205,580 $ 3:46,~,687
Notes 1..The actual profits were derived from t~c~m~any's internal financial statements. 2. The .lost profit is the difference betw(e~n projected profitless actual profit. '
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Schedule Ib
SDC-Projected Revenue, Profit and EBITDA
200_...~2 Sales (Note 1) Profit 10% (Note2) Less Unallowables (Note 3) Profit Interest (Note 4) Depreciation (Note 5) EBITDA $ $ $ 8,887277 $ 888,728 50,000 838,728 10 000 10,000 8581728 $ $ $
~ 9,153,8..95 915,390 50~000
200..__~4 $.....9~428~512 $ 942,851 50,000$ 892,851 10,000 ,!0~000 ' $ 912!851
200___~5 $ 9,711~367 $. 971,137 50,000 $ ~921,137 10 000 10,000 ~ 941,137
200_.~6 $101002~708 $ 1,000,271 50,000 $ 950,271 10,000 1,0.000 $ 9701271
$ 865,390 10,000 .. 10,000 8851390
Not 1. Sales represent actual revenue for FY2002 increased by 3% per year. 2. Th,e 10% profit factor is that recommended by the TCO in the evaluation of the termination for convenience proposal. It is also reasonable based on the DOD weighted guidelines. 3. Unallowable interest and depreciation costs are estimated based on actuals for FY2002 and assumed to be consistent,
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Schedule lc
SDC Lost Profit For Contract DAAH01-01-.C-R052
Contract Value Amount Paid Lost Revenue Cost Lost Profit
$ 22,203,359 13,561,160 $ 8,642,199 7,856,545 $ 785,654 3 2
Notes 1. The contract value represents the original value anticipated. 2. The amount paid represents the amount through modification 49. 3. Cost is based on a 10% factor as explained in Schedule lb.
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SDC Loss_ in ~Compa, ny Value
Schedule 2
EBITDA Value Method FY2006-Projected EBITDA Less Actual EBITDA Decrease in EBITDA F..BITDA Discount Factor Loss in Value Due to EBITDA Method Sales Multiple Method FY2006 Projected Revenue Actual Revenue Decrease in Revenue Sales Discount Factor Loss in Value Due to Sales Multiple Method Loss Based on Average of Two Methods
$ 10,002,708 (Schedule lb) 2,544,221 (Note 1) $ $ $ 7,458,487 0.64 (Schedule 2a) 4,773 432 3,096,995
$
970,271 (Schedule lb) 784,691 (Note 1)
$ 205,580 6.91 (Schedule 2a)
,420,558
Note_ 1..The actual EBITDA (Earnings Before Interest Taxes Depreciation and Amortization) and sales were derived from the FY 2006 internal finanacial statements.
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Schedule 2a
Valuation Fundamentals:
Public Compar~ ables
Public comparables analysis transposes the mean of the public companies' key financial ratios on DSCI estimated financial results, rendering a value for.the Company as if it were a publicly traded firm. However, because the shares of the Company are not pubficly traded, a discount.for the lack of marketability of said shares is deemed appropriate by industry standard. In fact, a study undertaken by the SEC regarding this topic discovered that the average discount applied to restricted OTC shares of non-reporting entities (which closely resembles privately held stock) was approximately 32.6%. In addition, larger companies are capable
I
of.leveraging additional economies of scale and have larger asset bases, customer bases and funding alternatives, reducing the level of riskin the event of a downturn in the industry. Accordingly, I have accounted for these factors by applying an additional 10% discount.
Applying the aforementioned discount to. the average EBIDTA multiple, produces the following adjustment to our analysis:
Average Public Comparable EBITDA Multiple
12,04 (Schedule 2b)
0
Discount Factor
Resulting Discount Multiple
42.6%
6.91 ¯
Average Public Comparable Sales Multiple
1.12 (Schedule 2b)
Discount Factor
Resulting Discount Multiple
42.6%
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SDC Calculation ofPubJ, ic Company Ratios
Schedule 2b
Valuation Fundamentals: Financial and valuation information on the guideline companies is presented as follows: ( 000,000 omitted except for ratios ) MKT Cap Divided by EBITDA 11.96 11.48 20,50 7.00 9.29 44.50
MKT Cap Divided by Sale____~s 1.92 1.02 1,17 0.27 0,85 0.83
Coml~anv Stantec Tera Tech Versar VSE Willdan Xanser Total Simple Average
MKT Cap $ 1,160 1,010 41 98 65 178 $ 2,5.5,2 $ 425.33 $
Sale.......~sEBITDA 604 987 35 364 76 214 $ 2,28.0... $ 97 88 2 14 7 4 $ 212
$ 380.0. $ 35.3_.....~3 0
12.04
1,12
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Schedule 2c (i)
Valuation Fundamentals'.
Public Comparables.
Public Company Comparables: Stantec
Line of business: Stantec, Inc. provides consulting planning, engineering, architecture, interior design, landscape architecture, surveying and geomatics, environmental sciences, project management, and project economics services for infiastructure and facilities projects in North America.
I
l~inancial Results Sales: $604.9 million EBITDA: $97.2 million Mitt. Cap: $1.16 billion
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Schedule 2c (ii)
Valuation Fundamentals:
Public Comparables
Public Company Comparables: ~ Tetra Tech
Line of business: Tetra Tech, Inc. provides consulting, engineering, and technical services focused on water resource management and civil infrastructure. It offers research and development, applied science and technology, engineering design, pro~am management, construction management, and operations and maintenance services. Financial. Results
Sales: $986.6 million EBITDA: $88.4 million Mkt. Cap: $1.01 billion
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Schedule 2c (iii)
Valuation Fundamentals,Public, Comparables
Public Company Comparables: Versar
Line of business:
Versar, Inc. provides professional services to the government and private sectors in the United States. It I operates through two segments, Infr~tructure and Management Services, and National Security. The Infrastructure and Management Services segment provides environmental compliance management, environmental restoration, and enviromental conservation services, as well as engineering, design, and construction management services.
Financial Results
Sales: $34.8 million EBITDA: $2.05 million Mkt. Cap: $40.7 million
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Valuation Fundamentals: Public Comparables
Public. CompanyComparables:
Line of business:
VSE Corporation provides engineering, logistics, management, and technical services to the United States Government, other government prime contractors, nongovernment organizations, and commercial entities. The compaay provides the U.S. Navy with engineering, technical, and logistical support services associated with the sale, lease, or transfer of navy ships to foreign govermnents, as well as offers similar services, to the U.S. Coast Guard. Financial Results
Sales: $363.7 million EBITDA: $13.8 million Mkt. Cap: $98.3 million
Corporation
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Schedule 2c (v)
Valuation Fundamentals: Public C0mparables
Public Company Comparables: Willdan Group
Line of business:
Willdan Group, Inc., together with its subsidiaries, provides outsourced services to small and mid sized public agencies in California and other western states. It offers a range of services, including civil engineering; building and safety;, geotechnical engineering; financial and economic consulting; disaster preparedness and homeland security; and public safety consulting services.
Financial Results
Sales: $76.0 million EBITDA: $7.0 million Mkt. Cap: $64.8 million
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