U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____.
Commission file number 0-18552
Pennichuck Corporation
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(Exact name of small business issuer as specified in its charter)
New Hampshire 02-0177370
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Four Water Street, Nashua, New Hampshire 03061
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(Address of principal executive offices) (Zip Code)
(603) 882-5191
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(Issuer's telephone number)
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $1.00 Par Value -- 1,757,946 shares as of November 1, 2000
INDEX
PENNICHUCK CORPORATION AND SUBSIDIARIES
PAGE NUMBER
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets--
September 30, 2000 and December 31, 1999 3
Condensed Consolidated Statements of Income--
Nine months and quarter ended September 30, 2000
and 1999 4
Condensed Consolidated Statements of Cash Flows--
Nine months ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial
Statements--September 30, 2000 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings Not Applicable
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities Not Applicable
Item 4. Submission of Matters to a Vote
of Security Holders Not Applicable
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 14
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
PENNICHUCK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
------------ -----------
(In thousands)
(Unaudited)
<S> <C> <C>
ASSETS
Property, Plant and Equipment
Land $ 1,180 $ 998
Buildings 22,962 22,498
Equipment 63,826 58,620
Construction work in progress 374 955
----------------------
88,342 83,071
Less accumulated depreciation 21,867 20,066
----------------------
66,475 63,005
Current Assets
Cash and cash equivalents 2,017 2,438
Accounts receivable, net 2,855 2,509
Note receivable 248 ---
Inventory 354 312
Other current assets 198 739
----------------------
5,672 5,998
Other Assets
Land development costs 3,384 3,753
Deferred charges, net 2,662 2,430
Investment in real estate partnerships 645 395
----------------------
TOTAL ASSETS $78,838 $75,581
======================
STOCKHOLDERS' EQUITY AND LIABILITIES
Common stock-par value $1 per share $ 1,770 $ 1,761
Paid in capital 14,634 14,458
Retained earnings 11,305 10,361
Treasury stock, at cost (291) (323)
----------------------
27,418 26,257
Minority Interest 380 295
Long Term Debt, less current portion 27,154 27,223
Current Liabilities
Current portion of long term debt 548 1,043
Accounts payable 468 479
Accrued interest payable 461 383
Other accrued liabilities 1,906 1,225
----------------------
3,383 3,130
Other Liabilities
Contributions in aid of construction 13,084 11,300
Other liabilities and deferred credits 7,419 7,376
----------------------
TOTAL STOCKHOLDERS' EQUITY & LIABILITIES $78,838 $75,581
======================
</TABLE>
See notes to condensed consolidated financial statements.
PENNICHUCK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30 September 30
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues
Water utility operations $ 4,573 $ 4,794 $ 12,154 $ 12,641
Real estate operations and other 1,372 337 2,379 1,092
------------------------------------------------------
5,945 5,131 14,533 13,733
Operating expenses
Water utility operations 3,035 3,067 8,607 8,451
Real estate operations and other 394 167 830 486
------------------------------------------------------
3,429 3,234 9,437 8,937
Operating income 2,516 1,897 5,096 4,796
Interest and other income 44 41 134 130
Interest expense (496) (506) (1,496) (1,519)
------------------------------------------------------
Income before income taxes 2,064 1,432 3,734 3,407
Provision for income taxes 813 559 1,443 1,319
------------------------------------------------------
Net income before minority interest 1,251 873 2,291 2,088
Minority interest in income (loss)
of Westwood Park, LLC 101 3 85 (15)
------------------------------------------------------
Net income $ 1,150 $ 870 $ 2,206 $ 2,103
======================================================
Net income per common share:
Basic $ .65 $ .50 $ 1.25 $ 1.21
Diluted $ .64 $ .50 $ 1.24 $ 1.20
Weighted average number of shares
Outstanding:
Basic 1,772,280 1,749,252 1,768,831 1,740,983
Diluted 1,777,789 1,759,287 1,774,340 1,751,018
Dividends paid per common share $ .24 $ .23 $ .72 $ .68
</TABLE>
See notes to condensed consolidated financial statements.
PENNICHUCK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
-----------------
2000 1999
---- ----
(in thousands)
<S> <C> <C>
CASH PROVIDED (USED) BY:
Operating Activities
Net income $ 2,206 $ 2,103
Adjustments to reconcile net income to net
net cash provided by operating activities:
Depreciation and amortization 2,010 1,544
Deferred income taxes 68 68
Change in working capital 712 781
--------------------
4,996 4,496
Investing Activities:
Purchase of property, plant and
equipment and other assets (5,425) (4,395)
Increase in contributions in aid of
construction 1,869 766
(Increase) decrease in other (251) (208)
--------------------
(3,807) (3,837)
Financing Activities:
Payments on long-term debt (577) (82)
Proceeds from issuance of long-term debt 13 94
Payment of common dividends (1,262) (1,172)
Proceeds from dividend reinvestment plan
and other 216 291
--------------------
(1,610) (869)
(DECREASE) IN CASH (421) (210)
CASH AT BEGINNING OF PERIOD 2,438 3,602
--------------------
CASH AT END OF PERIOD $ 2,017 $ 3,392
====================
</TABLE>
Supplemental Cash Flow Information. Interest paid was $1,373,000 and
$1,362,000 for the nine months ended September 30, 2000 and 1999,
respectively. Income taxes paid were $509,000 and $632,000 for the nine
months ended September 30, 2000 and 1999, respectively.
See notes to condensed consolidated financial statements.
PENNICHUCK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2000
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month and nine-month periods ended September 30, 2000
are not necessarily indicative of the results that may be expected for the
year ending December 31, 2000. The Balance Sheet amounts shown under the
December 31, 1999 column have been derived from the audited financial
statements of the Company as contained in its Annual Report to Shareholders.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-KSB for
the year ended December 31, 1999.
NOTE B - EARNINGS PER SHARE
Diluted earnings per share were computed by dividing actual net income
by the adjusted weighted average number of shares of common stock which
include the effect of any dilutive unexercised stock options.
NOTE C - SUBSEQUENT EVENT
On October 26, 2000, Westwood Park LLC ("Westwood"), in which
Southwood has a 60% ownership interest, entered into a purchase and sale
agreement for the sale of approximately 56 acres of land in Nashua, New
Hampshire. Under the terms of this agreement, Westwood will receive $5
million, less closing costs, in exchange for a fee simple interest in the
land parcel. Southwood's portion of the after-tax gain from this sale is
estimated to amount to an additional $.55 to $.65 per common share during
the fourth quarter of 2000. This sale is subject to customary conditions
and is expected to close in late November 2000.
PART I. Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Financial Condition
The financial position of Pennichuck Corporation (the "Company") and
its wholly-owned operating subsidiaries, Pennichuck Water Works, Inc.
("Pennichuck"), Pittsfield Aqueduct Company, Inc. ("Pittsfield"), Pennichuck
East Utility, Inc. ("Pennichuck East"), Pennichuck Water Service Corporation
(the "Service Corporation") and The Southwood Corporation ("Southwood") is
shown in the accompanying Condensed Consolidated Balance Sheets.
The Company's operating cash flow for the first nine months of 2000
was nearly $5.0 million. Operating cash flow was used to fund approximately
$3.18 million of new rate base investment made by its water utility
subsidiaries, net of contributions in aid of construction and customer
advances. Typically, the Company's cash needs peak during the second and
third quarters due to capital expenditures related to the construction
activity of its water utilities. Overall, the Company experienced a negative
cash flow of $421,000 from the beginning of 2000, principally as a result of
the aforementioned rate base investment and an additional $1.84 million paid
out for common dividends and principal payments on outstanding loan
obligations. This shortfall in cash flow was covered by advances from the
Company's short-term investments which at September 30, 2000 totaled $1.97
million. The following table provides the year-to-date cash in (out) flow by
business segment:
<TABLE>
<CAPTION>
In Millions
-----------
<S> <C>
Water utility operations $(1.465)
Real estate and other 1.044
-------
Net Cash Flow $ (.421)
=======
</TABLE>
To supplement any deficiencies in cash flow, the Company also
maintains a revolving credit agreement with a local bank which allows it to
borrow up to $2.5 million at interest rates tied to the lower of the bank's
cost of funds or LIBOR. At September 30, 2000, there were no borrowings
outstanding under this agreement.
For calendar year 2000, the Company's consolidated capital budget
amounts to approximately $4.8 million, practically all of which relates to
various projects of its three operating utilities. Of that amount, the
Company expects to spend
(i) $1.18 million for replacement of aging infrastructure,
(ii) $1.9 million for new distribution lines and storage,
(iii) $760,000 for water treatment and supply, and
(iv) the remainder on technology-related upgrades to its operating
and administrative systems.
Thus far in 2000, the Company has invested approximately $5.04 million
in new utility plant, of which $1.87 million has been in the form of
contributions in aid of construction from area developers. Operating cash
flow for the remainder of 2000, together with available short-term
investments, should be sufficient to fund the remaining 2000 capital
expenditure program, cash dividends and required principal payments.
Besides the change in its cash position from December 31, 1999 to
September 30, 2000, other major changes in the Company's financial position
were (i) an increase of $346,000 in "Accounts receivable" reflecting
increased billed and unbilled revenues, (ii) a decrease of $541,000 in
"Other current assets" resulting principally from prepaid property taxes
which were amortized and charged against earnings during 2000 and (iii) an
increase of $681,000 in "Other current liabilities" comprised principally of
income taxes, customer deposits and retainage amounts due on construction
projects at September 30, 2000.
The "Note receivable" balance of $248,000 at September 30, 2000
represents amounts loaned by the Company to a certain real estate
partnership in which Southwood is a 50% owner. The loan to the partnership
is for the construction of 7 homes in Nashua, New Hampshire and is secured
by a mortgage on the land.
Results of Operations -- Three Months Ended September 30, 2000 Compared to
Three Months Ended September 30, 1999
For the three months ended September 30, 2000, consolidated net income
was $1.15 million, or $.65 per basic share compared to $870,000, or $.50 per
basic share for the same period in 1999. Diluted earnings per share were
$.64 and $.50 for the three months ended September 30, 2000 and 1999,
respectively. Consolidated revenues for the third quarter increased nearly
16% -- from $5.13 million in 1999 to $5.95 million in 2000. As discussed in
greater detail below, despite the overall growth in revenues, the Company's
three water utility subsidiaries experienced a $221,000 decline in revenues
while real estate and other revenues increased $1.04 million from the same
quarter in 1999.
Consolidated revenues are generally seasonal due to the overall
significance of the water sales of Pennichuck, Pennichuck East and
Pittsfield as a percent of consolidated revenues. Water revenues are
typically at their lowest point during the first and fourth quarters of the
calendar year while water revenues in the second and third quarters tend to
be greater as a result of increased water consumption during the late spring
and summer months. In addition, the Company's consolidated revenues may be
significantly affected by sales of major real estate parcels which may occur
from time to time.
Water Utility Operations
Utility operating revenues for the three months ended September 30,
2000 decreased to $4.57 million from $4.79 million for the same period in
1999 as shown in the table below, broken out by each of the Company's
regulated water utilities:
<TABLE>
<CAPTION>
2000 1999 Change
---- ---- ------
<S> <C> <C> <C>
Pennichuck $3,763,000 $3,964,000 -5.1%
Pennichuck East 710,000 724,000 -1.9%
Pittsfield 100,000 106,000 -5.7%
---------- ----------
Total $4,573,000 $4,794,000 -4.6%
========== ==========
</TABLE>
As shown above, most of the decrease in water revenues during the
third quarter of 2000 occurred in Pennichuck, the Company's primary water
utility subsidiary. Consumption for the three months ended September 30,
2000 was adversely affected by less than ideal weather conditions
experienced in the most recent third quarter, especially in July, compared
to the third quarter in 1999 as shown by the following statistics:
* a 4.5% increase in rainfall for the quarter, and
* a decrease in the average maximum temperature from 81 degrees in
1999 to 78 degrees in 2000.
The effect of the decline in consumption, however, was partially
offset by a 2.1% increase in the water utilities' customer base from
September 1999 to September 2000. None of the water companies had any rate
proceedings pending before the New Hampshire Public Utilities Commission
during 2000 or 1999.
Total utility operating expenses, which include production,
distribution system maintenance, administrative, depreciation and taxes
other than income taxes were $3.04 million for the three months ended
September 30, 2000, a 1% decrease from the same period last year. Treatment
and other production costs decreased by $75,000, or 8.3%, reflecting the
decline in consumption during the third quarter of 2000 and were offset by
$38,000 of increased distribution system maintenance costs and depreciation
expense over the same quarter last year.
As a result of Pennichuck's net investment in plant since its last
rate case in 1997, its actual return on investment has declined to 7.49%, or
85 basis points below its allowed rate of return. In order to recover
increased operating costs and earn a return on invested capital since 1997,
Pennichuck intends to file a rate case in the first quarter of 2001.
However, at this time, it is too early to estimate the amount of rate relief
that Pennichuck will be requesting.
Real Estate Operations and Other
Revenues from our real estate and other activities (principally
contract operations) were $1.17 million and $198,000, respectively, for the
three months ended September 30, 2000. For the same period last year, real
estate and other revenues were $177,000 and $160,000, respectively.
Real estate revenues for the third quarter of 2000 include
approximately $704,000 from the sale of a 12.5 acre land parcel by Westwood
Park LLC, a commercial joint venture in which Southwood holds a 60%
ownership interest. The remaining real estate revenues of $469,000 represent
Southwood's portion of pretax income generated by two residential joint
ventures in which Southwood holds a 50% ownership interest. Those
residential joint ventures, Heron Cove LLC and Ayers Crossing LLC, sold 13
homes and 4 homes, respectively, in the third quarter of 2000. Under the
terms of the partnership agreements, Southwood has conveyed its ownership in
the land to the partnerships in exchange for non-interest bearing notes from
the partnerships, secured by a second mortgage on the real estate conveyed.
Last year's real estate revenues for the comparable period include $175,000
representing the sale of 9 homes by Heron Cove LLC.
Other operating revenues of $198,000 for the quarter ended September
30, 2000 increased by $38,000 over the same quarter in 1999. These revenues
consist chiefly of fees charged by the Service Corporation under various
operations and billing contracts with local municipalities as well as rental
income from several tower leases.
The operating expenses associated with real estate and other
activities for the third quarter of 2000 increased to $394,000 over the same
period last year. Of that increase, approximately $303,000 relates to the
allocable land and infrastructure costs for the major land parcel that
Westwood Park LLC sold in the third quarter of 2000. Expenses relating to
contract and other operations for the three months ended September 30, 2000
and 1999 were approximately $155,000 and $195,000, respectively, with such
decrease attributable to a lower level of allocated corporate expenses in
2000 versus 1999.
Results of Operations -- Nine Months Ended September 30, 2000 Compared to
Nine Months Ended September 30, 1999
For the nine-month period ended September 30, 2000, consolidated net
income increased 4.9% to $2.2 million from $2.1 million for the same period
in 1999. Basic earnings per share increased to $1.25 for the nine months
ended September 30, 2000 from $1.21 last year. Diluted earnings per share
increased by $.04 to $1.24 for the nine months ended September 30, 2000.
The year-to-date consolidated revenues in 2000 were $14.53 million,
representing an $800,000, or 5.8%, increase over last year. Although
consolidated revenues increased from 1999 to 2000, there was a significant
change in revenues among the Company's principal business segments as
discussed in this Report.
Water Utility Operations
Utility operating revenues for the first nine months of 2000 totaled
$12.15 million -- a 3.9% decrease from the same period last year. For the
nine months ended September 30, 2000, water pumpage within Pennichuck's core
system was 5.8% less than last year. As explained in last year's second and
third quarter Reports, the hotter and drier than normal weather conditions
experienced in June and July 1999 contributed to a higher level of
consumption during that year. The recent decline in consumption, however,
was partially offset by a 2.1% increase in the number of customers serviced
by the three water utilities. The table below summarizes the change in
utility revenues for each water utility for the comparable nine month
periods:
<TABLE>
<CAPTION>
2000 1999 Change
---- ---- ------
<S> <C> <C> <C>
Pennichuck $ 9,940,000 $10,324,000 -3.7%
Pennichuck East 1,883,000 2,009,000 -6.5%
Pittsfield 331,000 308,000 6.5%
----------- -----------
Total $12,154,000 $12,641,000 -3.9%
=========== ===========
</TABLE>
There were no rate cases pending or closed for any of our water
utilities during the periods ended September 30, 2000 or 1999.
The utilities' operating expenses increased by $156,000, or 1.85%, to
$8.61 million for the nine months ended September 30, 2000. This change is
primarily due to
* $128,000 in additional administrative expenses reflecting a 4.8%
in wages and benefits from 1999, and
* $61,000 of additional depreciation expense recognized by the
three utilities for the first nine months of 2000 as a result of
their $4.7 million investment in plant assets during 1999 and
$3.18 million thus far in 2000.
These increases, however, were partially offset by $51,000 of lower
production and treatment costs in 2000 due to the decreased pumpage
discussed earlier.
Real Estate and Other Operations
For the nine months ended September 30, 2000 and 1999, revenues from
real estate and other activities totaled $2.38 million and $1.09 million,
respectively. A breakout of those revenues is shown in the table below:
<TABLE>
<CAPTION>
2000 1999 Change
---- ---- ------
<S> <C> <C> <C>
Real estate $1,836,000 $ 640,000 $1,196,000
Contract Operations
And Other 543,000 452,000 91,000
---------- ---------- ----------
Totals $2,379,000 $1,092,000 $1,287,000
========== ========== ==========
</TABLE>
In the first quarter of 2000, Southwood sold a one-half interest in a
land parcel to a local developer which resulted in a $100,000 pretax gain.
Subsequently, it conveyed its remaining interest in that land parcel to a
limited liability corporation - Heron Cove Office Park II ("HECOP II") in
which it is a 50% owner. HECOP II has constructed a 42,000 square foot
office building, of which approximately 40,000 square feet is subject to
either signed, long-term lease agreements or letters of intent to lease with
third parties. A similar sale occurred in the first quarter of 1999 in which
Southwood sold a one half interest in a land parcel to the same local
developer resulting in a $72,000 pretax gain. This land was also conveyed to
a limited liability corporation - Heron Cove Office Park I ("HECOP I") which
owns and leases a 39,000 square foot office building.
Southwood revenues thus far in 2000 also include (i) approximately
$704,000 from the sale of a major tract of land by Westwood Park LLC as
discussed earlier and (ii) $970,000 in partnership revenues earned through
its two residential joint ventures, Heron Cove LLC and Ayers Crossing LLC.
Last year's revenues for the same period included $529,000 from Southwood's
participation in Heron Cove LLC.
Revenues from other operating activities during the nine months ended
September 30, 2000 include $474,000 for contract operations performed by the
Service Corporation, a 22% increase over 1999. This increase reflects
additional contract operations work performed on existing contracts as well
as new contracts acquired thus far in 2000.
PART II. OTHER INFORMATION
Item 2. CHANGES IN SECURITIES:
The Company maintains a stock option plan for the benefit of its
officers and key employees. Under the plan, incentive stock options may be
granted to acquire shares of the Company's common stock, $1.00 par value, at
an exercise price equal to the closing sale price of the Company's common
stock on the date of the grant. During the period covered by this report,
options were exercised to acquire 635 shares under the plan. The offer and
sale of shares of common stock under the plan is exempt from the
registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 3(a)(11) thereof, as (i) the Company is incorporated
under the laws of and does business within the State of New Hampshire and
(ii) all employees receiving and exercising stock option grants are
residents of the State of New Hampshire. The shares acquired pursuant to
such exercise are restricted from transfer for one year following the date
of acquisition.
Item 5. OTHER INFORMATION:
On October 26, 2000, Westwood Park LLC ("Westwood"), in which
Southwood has a 60% ownership interest, entered into a purchase and sale
agreement for the sale of approximately 56 acres of land in Nashua, New
Hampshire. Under the terms of this agreement, Westwood will receive $5
million, less closing costs, in exchange for a fee simple interest in the
land parcel. Southwood's portion of the after-tax gain from this sale is
estimated to amount to an additional $.55 to $.65 per common share during
the fourth quarter of 2000. This sale is subject to customary conditions
and is expected to close in late November 2000.
Forward-Looking Statements
---------------------
Except for historical information contained herein, this report and
other oral and written statements made by the Company to the public may
contain forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements are based on management's current expectations or
beliefs and are subject to a number of factors and uncertainties, some of
which are beyond the control of the Company, that could cause actual results
to differ materially from those expressed or implied in the forward-looking
statements. Such statements address the following subjects, among others:
the anticipated per share gain from pending real estate transactions; future
operating results in the water utility and real estate sectors; earnings
growth and expectations; and capital spending and liquidity. The following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: with respect to the sale
of Westwood land, the risk that the closing conditions will not be met; with
respect to real estate development generally, continued beneficial economic
conditions in the local economy; the impact of weather on the operating
results of the water companies; and, risks associated with regulatory lag in
realizing changes to regulated water utility rates for capital expenditures.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) No reports on Form 8-K were filed during the third quarter of
2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Pennichuck Corporation
(Registrant)
Date: November 9, 2000 /s/ Maurice L. Arel
------------------------------------
Maurice L. Arel, President and
Principal Executive Officer
Date: November 9,2000 /s/ Charles J. Staab
------------------------------------
Charles J. Staab, Vice President,
Treasurer and Principal Financial
Officer
