FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2000
------------------
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-3537895
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
158 ROUTE 206 NORTH, GLADSTONE, NEW JERSEY 07934
------------------------------------------ ---------------
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER (908) 234-0700
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.
------ ---
Number of shares of Common stock outstanding as of June 30, 2000:
2,877,783
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
PART I. FINANCIAL INFORMATION
Certain information and footnote disclosures normally included in the
consolidated 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. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the consolidated financial statements and notes thereto included in the December
31, 1999 Annual Report on Form 10-K for Peapack-Gladstone Financial Corporation
(the "Corporation").
The Corporation considers that all adjustments (all of which are normal
recurring accruals) necessary for a fair statement of the financial position and
results of operations for these periods have been made; however, results for
such interim periods are subject to year-end adjustments. Results for such
interim periods are not necessarily indicative of results for a full year.
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
(Dollars in thousands)
(Unaudited)
June 30, December 31,
2000 1999
----------- ------------
ASSETS
Cash and due from banks ............................ $ 20,435 $ 17,770
Federal funds sold ................................. 17,675 15,247
--------- ---------
Total cash and cash equivalents .................. 38,110 33,017
Investment Securities:(approximate market value
$64,564 in 2000 and $61,033 in 1999) ............ 65,416 61,672
Securities Available for Sale:(amortized cost
$86,698 in 2000 and $104,386 in 1999) ........... 83,499 101,324
Loans:
Loans secured by real estate ....................... 293,029 261,946
Other loans ........................................ 27,928 25,987
--------- ---------
Total loans ..................................... 320,957 287,933
Less: Allowance for loan losses .............. 3,115 2,962
--------- ---------
Net loans ....................................... 317,842 284,971
Premises and equipment ............................. 11,582 9,718
Accrued interest receivable ........................ 3,460 3,444
Other assets ....................................... 3,983 3,389
--------- ---------
TOTAL ASSETS ................................. $ 523,892 $ 497,535
========= =========
LIABILITIES
Deposits:
Noninterest-bearing demand deposits .............. $ 97,874 $ 87,034
Interest-bearing deposits:
Checking ...................................... 95,283 98,699
Savings ....................................... 84,329 82,962
Money market accounts ......................... 43,186 33,605
Certificates of deposit over $100,000 ......... 38,912 33,637
Certificates of deposit less than $100,000 .... 110,305 108,151
--------- ---------
Total deposits ..................................... 469,889 444,088
Accrued expenses and other liabilities ............. 3,347 5,872
--------- ---------
TOTAL LIABILITIES ............................. 473,236 449,960
STOCKHOLDERS' EQUITY
Common stock (no par value; stated value $1 2/3
per share; authorized 10,000,000 shares; issued
2,892,736 shares.) ................................. 4,817 4,599
Surplus ............................................ 19,691 19,667
Treasury Stock at cost, 14,953 shares in 2000
and 11,898 shares in 1999 ......................... (774) (655)
Retained Earnings .................................. 28,952 25,918
Accumulated other comprehensive income-
net unrealized (losses) on securities
available for sale (net of income taxes) ......... (2,030) (1,954)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY ................... 50,656 47,575
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ..... $ 523,892 $ 497,535
========= =========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
INTEREST INCOME
<S> <C> <C> <C> <C>
Interest and fees on loans ......................... $ 12,012 $ 9,653 $ 6,136 $ 4,887
Interest on investment securities:
Taxable ....................................... 1,658 1,493 851 720
Tax-exempt .................................... 280 280 124 146
Interest on securities available for sale:
Taxable ....................................... 2,987 3,334 1,475 1,732
Interest on federal funds sold ..................... 597 718 351 333
----------- ----------- ----------- -----------
Total interest income .............................. 17,534 15,478 8,937 7,818
INTEREST EXPENSE
Interest on savings account deposits ............... 2,028 1,763 1,049 898
Interest on certificates of deposit over $100,000 .. 773 801 476 386
Interest on other time deposits .................... 2,838 2,585 1,370 1,254
----------- ----------- ----------- -----------
Total interest expense ............................. 5,639 5,149 2,895 2,538
----------- ----------- ----------- -----------
NET INTEREST INCOME BEFORE
PROVISION FOR LOAN LOSSES ..................... 11,895 10,329 6,042 5,280
Provision for loan losses .......................... 252 228 126 114
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES ..................... 11,643 10,101 5,916 5,166
----------- ----------- ----------- -----------
OTHER INCOME
Service charges and fees for other services ........ 877 1,076 452 537
Trust Department income ............................ 1,877 1,507 873 674
Securities (Losses) ................................ (196) 0 (197) 0
Other income ....................................... 227 66 216 33
----------- ----------- ----------- -----------
Total other income ............................ 2,785 2,649 1,344 1,244
OTHER EXPENSES
Salaries and employee benefits ..................... 4,435 3,915 2,190 1,983
Premises and equipment ............................. 1,516 1,327 727 691
Merger related charges ............................. 500 0 0 0
Other expense ...................................... 2,216 1,977 1,222 1,047
----------- ----------- ----------- -----------
Total other expenses ............................... 8,667 7,219 4,139 3,721
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAX EXPENSE ................... 5,761 5,531 3,121 2,689
Income tax expense ................................. 1,974 1,975 1,063 928
----------- ----------- ----------- -----------
NET INCOME .................................... $ 3,787 $ 3,556 $ 2,058 $ 1,761
=========== =========== =========== ===========
EARNINGS PER SHARE (Reflects a 5% stock
dividend effective November 1, 1999)
Basic .............................................. $ 1.32 $ 1.24 $ 0.72 $ 0.61
Diluted ............................................ $ 1.29 $ 1.21 $ 0.70 $ 0.60
Average basic shares outstanding ................... 2,873,502 2,867,636 2,875,507 2,868,007
Average diluted shares outstanding ................. 2,935,441 2,949,744 2,937,446 2,950,116
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)
Six Months Ended
June 30,
2000 1999
-------- ---------
Balance, Beginning of Period ......................... $ 47,575 $ 44,461
Comprehensive income:
Net Income ...................................... 3,787 3,556
Unrealized holding losses on securities
arising during the period, net of tax ....... (205) (2,055)
Less: Reclassification adjustment for losses
included in net income ..................... 129 0
-------- --------
Unrealized holding losses on securities
arising during the period, net of tax ....... (76) (2,055)
-------- --------
Total Comprehensive income ...................... 3,711 1,501
Common Stock Options Exercised ....................... 117 (6)
Cash Dividends Declared .............................. (747) (586)
-------- --------
Balance, June 30, .................................... $ 50,656 $ 45,370
======== ========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
PEAPACK-GLADSTONE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Six Months Ended
June 30,
2000 1999
-------- ---------
OPERATING ACTIVITIES:
Net Income: ............................................ $ 3,787 $ 3,556
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ........................................... 498 483
Amortization of premium and accretion of
discount on securities, net ......................... 134 152
Provision for loan losses .............................. 252 228
Losses on security sales ............................... 196 0
Increase in interest receivable ........................ (16) (84)
(Increase) decrease in other assets .................... (594) 264
(Decrease) increase in other liabilities ............... (2,524) 1,091
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES ........... 1,733 5,690
-------- --------
INVESTING ACTIVITIES:
Proceeds from maturities of investment securities ...... 10,305 10,897
Proceeds from maturities of securities available
for sale ............................................ 19,216 5,631
Proceeds from calls of investment securities ........... 10 4,600
Proceeds from sales and calls of securities available
for sale ............................................ 8,484 7,000
Purchase of investment securities ...................... (14,093) (9,107)
Purchase of securities available for sale .............. (10,248) (25,789)
Net (increase) in short term investments ............... 0 (10)
Net increase in loans .................................. (33,123) (7,592)
Purchase of premises and equipment ..................... (2,362) (428)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES ............... (21,811) (14,798)
-------- --------
FINANCING ACTIVITIES:
Net increase in deposits ............................... 25,801 10,223
Dividends paid ......................................... (747) (586)
Exercise of stock options .............................. 117 (6)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES ............... 25,171 9,629
-------- --------
Net increase in cash and cash equivalents ........... 5,093 521
-------- --------
Cash and cash equivalents at beginning of period ....... 33,017 52,390
-------- --------
Cash and cash equivalents at end of period ............. $ 38,110 $ 52,911
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest on deposits ................................... $ 6,016 $ 5,929
Income taxes ........................................... 2,125 2,174
See accompanying notes to consolidated financial statements.
<PAGE>
PEAPACK-GLADSTONE FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of Peapack-Gladstone Financial Corporation
are prepared on the accrual basis and include the accounts of the Corporation
and its wholly-owned subsidiary, the Peapack-Gladstone Bank. All significant
intercompany balances and transactions have been eliminated from the
accompanying consolidated financial statements.
Effective January 7, 2000, the Corporation acquired Chatham Savings, FSB. The
acquisition has been accounted for as a pooling-of-interests and, accordingly,
the financial statements include the accounts and activities of Chatham for all
periods presented. The transaction resulted in the issuance of 305,730 shares of
the Corporation's common stock.
Prior periods have been restated as follows:
For the three months ended June 30, 1999
As
Previously As Restated
Reported
----------- -----------
Net Interest Income after Provision for Loan Losses $ 4,425,000 $ 5,166,000
=========== ===========
Net Income ......................................... $ 1,609,000 $ 1,761,000
=========== ===========
For the six months ended June 30, 1999
As
Previously As Restated
Reported
----------- -----------
Net Interest Income after Provision for Loan Losses $ 8,722,000 $10,101,000
=========== ===========
Net Income ......................................... $ 3,262,000 $ 3,556,000
=========== ===========
As of December 31, 1999:
Stockholders' Equity ............................... $40,715,000 $47,575,000
=========== ===========
In the first half of 2000, the Corporation recorded a pre-tax merger charge of
$500,000 which primarily consisted of severance costs, professional fees and
consolidation costs directly attributable to the merger.
2. ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level that management considers
adequate to reflect the risk of future losses inherent in the Corporation's loan
portfolio. In its evaluation of the adequacy of the allowance for loan losses,
management considers past loan loss experience, changes in the composition of
non-performing loans, the condition of borrowers facing financial pressure, the
relationship of the current level of the allowance to the credit portfolio and
to non-performing loans and existing economic conditions. The process of
determining the adequacy of the allowance is necessarily judgmental and subject
to changes in external conditions. The allowance is increased by provisions
charged to expense and reduced by net charge-offs.
3. EARNINGS PER COMMON SHARE - BASIC AND DILUTED
Basic earnings per share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding.
Diluted earnings per share includes any additional common shares as if all
potentially dilutive common shares were issued (i.e., stock options).
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4. COMPREHENSIVE INCOME
The Corporation's total comprehensive income for the six months ended June 30,
2000 and 1999 was $3,711,000 and $1,501,000. The difference between the
Corporation's net income and total comprehensive income for the six months ended
June 30, 2000 and 1999 relates to the change in the net unrealized losses on
securities available for sale during the applicable period of time less
adjustments for realized losses.
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MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL: This Form 10-Q contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 which involve risks and
uncertainties. Such statements are not historical facts and include expressions
about management's confidence and strategies and management's expectations about
new and existing programs and products, relationships, opportunities, technology
and market conditions. You can identify forward looking statements by looking
for words such as "expect", "look", "believe", "anticipate", "may", "will", or
similar statements or variations of such terms. These forward-looking statements
involve certain risks and uncertainties. Actual results may differ materially
from the results the forward-looking statements contemplate because of, among
others, the following factors: the direction of interest rates is different than
anticipated, declines in the levels of loan quality and origination volume,
relationships with major customers including sources for loans, a decline in
trust business, as well as the adverse effects of economic conditions and legal
and regulatory barriers and structure.
RESULTS OF OPERATIONS: Net income for the six months ended June 30, 2000 was
$3,787,000, or $1.29 per diluted share including a merger related charge of
$423,000, net of tax or $0.14 per diluted share. These results compare to net
income of $3,556,000, or $1.21 per diluted share for the same period in 1999.
(all data has been restated for the Chatham Savings, FSB merger and earnings per
share amounts have been restated to give effect to a 5 percent stock dividend
issued November 1, 1999). Excluding the merger related charge the annualized
return on average assets was 1.64% while the annualized return on average equity
was 17.44%
Net income was $2,058,000 or $0.70 per diluted share for the three month period
ended June 30, 2000, compared with $1,761,000 or $0.60 per diluted share for the
same period in 1999.
Net income for both the six and three month periods ended June 30, 2000 reflect
higher net interest income and other income, offset by higher other expenses,
including merger-related charges.
EARNINGS ANALYSIS
NET INTEREST INCOME: Net interest income is the largest source of the
Corporation's operating income. Net interest income on a tax equivalent basis
increased to $11,946,000 from $10,464,000, an increase of 14.2 percent for the
six months ended June 30, 2000 as compared to the six months ended June 30,
1999. The increase in net interest income is due to higher average balances of
loans and higher average interest rates earned on earning assets, partially
offset by lower average investments and federal funds sold. Also contributing to
the increase was higher interest bearing liabilities and demand deposits,
partially offset by higher interest rates paid on interest bearing liabilities.
The net interest margin was 4.87 percent for the six months ended June 30, 2000
compared with 4.69 percent for the same period in 1999.
Average interest earning assets increased $36.9 million, or 8.3 percent for the
first six months of 2000 over the comparable 1999 amount. This was mainly the
result of the increase in average balances of loans of $52.8 million, offset in
part by lower average investment securities and federal funds sold, lower by
$10.8 million and $5.1 million, respectively.
Average interest-bearing liabilities for the first six months of 2000 increased
$17.6 million or 5.0 percent from the same period in 1999. Average
interest-bearing checking and money market accounts increased $6.4 million and
$8.4 million, respectively. Average demand deposits increased by $9.9 million or
11.5 percent over the comparable 1999 balance.
Average interest rates on interest earning assets increased during the six
months ended June 30, 2000 to 7.30 percent from 7.05 percent for the comparable
period in 1999. The largest increase in average rates was for federal funds sold
and investment securities, which rose 155 and 26 basis points, respectively.
Average rates earned on loans declined 1 basis point to 7.66 percent. Average
interest rates on interest-bearing liabilities also rose by 11 basis points to
3.08 percent from 2.97 percent. Overall, the growth in interest earning assets
coupled with the increase in average interest rates, as compared to 1999, caused
the net interest margin to increase to 4.87 percent from 4.63 percent.
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Net interest income on a tax equivalent basis increase to $6,030,000 from
$7,830,000 for the three months ended June 30, 2000 as compared with the same
period in 1999. This increase is attributable to a $39.8 million increase in
average interest earning assets and average demand deposits offset by an
increase in average interest-bearing liabilities of $17.6 million. The net
interest margin increased to 4.86 percent for the three months ended June 30,
2000 compared with 4.66 percent for the same period in 1999 as a result of
increased average earning assets in conjunction with rising average interest
rates.
OTHER INCOME: Other income continues to represent a considerable source of
income for the Corporation. Excluding losses on securities transactions, total
other income amounted to $2,981,000 for the six months ended June 30, 2000
compared with $2,649,000 for the six months ended June 30, 1999. For the quarter
ended June 30, 2000 total other income, excluding losses on securities
transactions, was $1,541,000 compared with $1,244,000 for the quarter ended June
30, 1999. The largest component of other income is Trust Department Income which
rose $370,000 or 25 percent as compared to the first six months of 1999. The
book value of assets under management in the Trust Department increased by $39.8
million to $661.4 million at June 30, 2000 as compared to June 30, 1999. Service
charges and fees for other services declined $199,000 for the first six months
of 2000 as compared to the same period a year ago. This reduction was due to
mortgage backing activities related to residential mortgage loans at Chatham
Savings, FSB, in 1999 that has been discontinued.
During the second quarter, the Corporation sold a residential mortgage loan
servicing portfolio for a pre-tax gain of $211,000. This portfolio, acquired in
the Chatham Savings, FSB merger was not compatible with existing lines of
business.
In the second quarter of 2000, the Corporation sold securities at a loss in the
amount of $197,000. The higher rate earned on the reinvestment of the proceeds
will increase interest income in future years in excess of the loss.
OTHER EXPENSES: Other expenses totaled $4,139,000 and $8,667,000 for the three
and six months ended June 30, 2000. Excluding merger-related charges, other
expenses totaled $8,167,000 for the first half of 2000, an increase of $948,000
or 13 percent for the same period in 1999. Other expenses rose $418,000 or 11
percent in the second quarter of 2000 as compared to the same period in 1999.
Salaries and benefits expense, the largest component of other expense increased
$520,000 or 13 percent during the first half of 2000 as compared to the first
half of 1999. Additions to the professional and clerical staff along with
increased pension expense of $238,000 were the primary reasons for the increase.
The significant components of other expense include advertising, data
processing, trust department, telephone, postage, stationery and professional
fees which totaled $663,000 and $1,282,000 for the three and six months ended
June 30, 2000.
PROVISION FOR LOAN LOSSES: For the six months ended June 30, 2000, the provision
for loan losses was $252,000, compared to $228,000 for the same period last
year. The amount of the loan loss provision and the level of the allowance for
possible loan losses are based upon a number of factors including Management's
evaluation of potential losses in the portfolio, after consideration of
appraised collateral values, financial condition and past credit history of the
borrowers are well are prevailing and anticipated economic conditions. Net
charge-offs were $99,000 during the first half of 2000 as compared with net
charge-offs of $9,000 during the same period in 1999.
A summary of the allowance for loan losses for the six month period ended June
30, follows:
(In thousands) 2000 1999
------- -------
Balance, January 1, .......................... $ 2,962 $ 2,428
Provision charged to expense ................. 252 228
Loans charged off ............................ (131) (53)
Recoveries ................................... 32 44
------- -------
Balance, June 30, ............................ $ 3,115 $ 2,647
======= =======
INCOME TAXES: Income tax expense as a percentage of pre-tax income was 34
percent for both the three and six months ended June 30, 2000, as compared to 35
percent and 36 percent for the same periods in 1999. The lower effective tax
rate is attributable to a tax strategy implemented in July 1999 to minimize
state tax expense.
CAPITAL RESOURCES: Maintaining a strong capital position is an important goal of
the Corporation. At June 30, 2000, total shareholders' equity (including net
unrealized (losses)) was $50,656,000, representing an 6.5% increase over the
same period in 1999. The Federal Reserve Board has adopted risk-based capital
guidelines for banks. The minimum guidelines for the ratio of total capital to
risk-weighted assets is 8%. At least half of the total capital is to be
comprised of common stock, retained earnings, minority interests in the equity
accounts of consolidated
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subsidiaries, non-cumulative preferred stock, less goodwill and certain other
intangibles ("Tier 1 Capital"). The remainder may consist of other preferred
stock, certain other instruments and a portion of the loan loss allowance. At
June 30, 2000, the Bank's Tier 1 Capital and Total Capital ratios were 19.94%
and 21.23%, respectively.
In addition, the Federal Reserve Board has established minimum leverage ratio
guidelines for banks. These guidelines provide for a minimum ratio of Tier 1
Capital to average total assets of 3% for banks that meet certain specified
criteria, including having the highest regulatory rating. All other banks are
generally required to maintain a leverage ratio of at least 3% plus an
additional cushion of 100 to 200 basis points. The Bank's leverage ratio at June
30, 2000 was 9.39%.
MARKET RISK: The Corporation continues to monitor its exposure to various market
risk sensitive instruments. These instruments and procedures employed to monitor
market risks are listed in the Corporation's 1999 Annual Report. There has been
no significant change in market risk since December 31, 1999.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No information is reported under this item.
ITEM 2. CHANGES IN SECURITIES
No changes have been made to the rights of holders of any class of securities
during the second quarter of 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No default has occurred with respect to any of the Corporation's securities
during 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of shareholders held on April 25, 2000, in
Peapack-Gladstone, New Jersey, the following matters were discussed and voted
upon:
(1) The following persons were elected as directors of Peapack-Gladstone
Financial Corporation for a term of one year:
Anthony J. Consi II, Pamela Hill, T. Leonard Hill, Frank A. Kissel, John D.
Kissel, Edward A. Merton, F. Duffield Meyercord, John R. Mulcahy, Jack D.
Stine, James R. Lamb, George R. Layton and Philip W. Smith III.
ITEM 5. OTHER INFORMATION
No information is reported under this item.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 11th day of August 2000.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Registrant)
BY /s/ FRANK A. KISSEL
-------------------------------------
(FRANK A. KISSEL, PRESIDENT
AND CHIEF EXECUTIVE OFFICER)
BY /s/ ARTHUR F. BIRMINGHAM
-------------------------------------
(ARTHUR F. BIRMINGHAM, SENIOR
VICE PRESIDENT AND TREASURER)
12
