SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 10-Q
Quarterly Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended October 28, 2000
Commission file number 33-27126
-----------------
PEEBLES INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0332635
-------------------------- -----------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Peebles Street
South Hill, Virginia 23970-5001 (804) 447-5200
------------------------------------- --------------------
(Address of principal executive offices) (Telephone Number)
Indicate by check (x) 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 November 1, 2000, 1,000 shares of Common Stock of
Peebles Inc. were outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
PEEBLES INC. & SUBSIDIARIES
(in thousands, except shares and per share amounts)
October 28, January 29, October 30,
2000 2000 1999
---------- -------- --------
ASSETS (Unaudited) (Unaudited)
CURRENT ASSETS
Cash $ 138 $ 1,008 $ 25
Accounts receivable, net 32,710 37,949 30,227
Merchandise inventories 92,749 70,181 91,407
Prepaid expenses 758 709 1,207
Income taxes receivable -- 1,201 973
Other 896 2,670 2,599
------- ------- -------
TOTAL CURRENT ASSETS 127,251 113,718 126,438
PROPERTY AND EQUIPMENT, NET 51,030 53,063 53,572
OTHER ASSETS
Excess of cost over net assets 37,660 39,100 39,577
acquired, net
Deferred financing cost 850 1,895 2,243
Other 3,046 2,441 3,389
-------- -------- --------
41,556 43,436 45,209
-------- -------- --------
$219,837 $210,217 $225,219
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $21,273 $12,795 $22,423
Accrued compensation and other expenses 6,672 7,268 5,396
Deferred income taxes 2,139 2,139 2,433
Current maturities of long-term debt 3,700 3,700 3,700
Other 3,666 3,582 1,862
------- ------- -------
TOTAL CURRENT LIABILITIES 37,450 29,484 35,814
LONG-TERM DEBT 101,141 102,677 117,670
LONG-TERM CAPITAL LEASE OBLIGATIONS 399 614 717
DEFERRED INCOME TAXES 8,884 8,883 6,990
STOCKHOLDERS' EQUITY
Preferred stock- no par value,
authorized 1,000,000 shares,
none issued and outstanding -- -- --
Common stock-- par value $.10 per share,
authorized 5,000,000 shares,
1,000 issued and outstanding. 1 1 1
Additional capital 59,307 59,307 59,307
Retained earnings: accumulated
from May 27, 1995; 12,655 9,251 4,720
-------- -------- --------
71,963 68,559 64,028
-------- -------- --------
$ 219,837 $ 210,217 $ 225,219
======== ======== ========
See notes to condensed consolidated financial statements
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PEEBLES INC. & SUBSIDIARIES
(in thousands, except shares and per share amounts)
(Unaudited)
Three-Month Period Ended Nine-Month Period Ended
------------------------- ------------------------
October 28, October 30, October 28, October 30,
2000 1999 2000 1999
------------ ----------- ----------- -----------
NET SALES $ 71,992 $ 69,723 $ 206,892 $ 204,692
COSTS AND EXPENSES
Cost of sales 41,626 41,915 122,703 122,206
Selling, general and
administrative expenses 22,219 21,666 62,049 62,682
Depreciation and 2,497 2,622 7,487 6,891
amortization
------ ------ ------- -------
66,342 66,203 192,239 191,779
------ ------ ------- -------
OPERATING INCOME 5,650 3,520 14,653 12,913
INTEREST EXPENSE 2,855 2,878 8,574 8,453
------ ------ ------- -------
INCOME BEFORE INCOME TAXES 2,795 642 6,079 4,460
INCOME TAXES
Federal, state and deferred 1,230 282 2,675 1,962
------ ------ ------- -------
NET INCOME $ 1,565 $ 360 $ 3,404 $ 2,498
======= ======= ======= =======
RETAINED EARNINGS
BEGINNING OF PERIOD 11,090 4,360 9,251 2,222
------ ------- ------ ------
RETAINED EARNINGS
END OF PERIOD $12,655 $ 4,720 $ 12,655 $ 4,720
======= ======= ======== ========
EARNINGS PER SHARE $ 1,565 $ 360 $ 3,404 $ 2,498
======= ======= ======== ========
Weighted average common
stock outstanding 1,000 1,000 1,000 1,000
======= ======= ======== ========
See notes to condensed consolidated financial statements
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
PEEBLES INC. & SUBSIDIARIES
(in thousands)
(Unaudited)
Nine-Month Period Ended
----------------------------
October October
28, 30,
2000 1999
-------- --------
OPERATING ACTIVITIES
Net income $ 3,404 $ 2,498
Adjustments to reconcile net income
to net cash provided by (used in)
Operating activities:
Depreciation 5,771 5,175
Amortization 2,762 2,762
Provision for doubtful accounts 2,301 1,156
Changes in operating assets and liabilities:
Accounts receivable 2,938 2,112
Merchandise inventories (22,568) (19,945)
Accounts payable 8,478 4,907
Other assets and liabilities 1,809 (2,731)
------- -------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 4,895 (4,066)
INVESTING ACTIVITIES
Purchase of property and equipment (3,979) (7,418)
Other (250) -
------- -------
NET CASH USED IN INVESTING ACTIVITIES (4,229) (7,418)
FINANCING ACTIVITIES
Proceeds from revolving line of credit 284,113 279,579
Reduction in revolving line of credit and
long-term debt (285,649) (268,134)
------- -------
NET CASH (USED IN) PROVIDED BY FINANCING
ACTIVITIES (1,536) 11,445
------- -------
DECREASE IN CASH AND CASH EQUIVALENTS (870) (39)
Cash and cash equivalents beginning of
Period 1,008 64
------- -------
CASH AND CASH EQUIVALENTS END OF PERIOD $ 138 $ 25
======= =======
See notes to condensed consolidated financial statements
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PEEBLES INC. & SUBSIDIARIES
October 28, 2000
(in thousands)
NOTE A-ORGANIZATION AND BASIS OF PRESENTATION
NATURE OF OPERATIONS: Peebles Inc. and subsidiaries
("Peebles" or the "Company") operate retail department stores
offering predominately fashion merchandise for the entire
family and selected home accessories. At October 28, 2000,
the Company was operating 124 stores located primarily in
small and medium sized communities which typically do not have
a mall-based department store. The stores serve communities
in 15 states, located primarily in the Southeast and Mid-
Atlantic.
CONSOLIDATION: The consolidated financial statements include
the accounts of Peebles Inc. and its wholly owned
subsidiaries, Carlisle Retailers, Inc. and Ira A. Watson Co.
(together "Peebles" or the "Company"). All significant
intercompany balances and transactions have been eliminated.
ACCOUNTING PRONOUNCEMENTS: The Company is subject to the
provisions of Staff Accounting Bulletin ("SAB") No. 101,
"Revenue Recognition in Financial Statements", effective
October 29, 2000. SAB 101 had no impact on the Company's
consolidated financial statements. In addition, the Company
will be subject to the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Financial Instruments and Hedging Activities",
effective February 4, 2001. SFAS No. 133 is not expected to
impact the Company's consolidated financial statements.
The accompanying unaudited condensed financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with
instructions to Form 10-Q and Article 10 of Regulation S-X.
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 and
recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the
three-month and nine-month periods ended October 28, 2000 are
not necessarily indicative of the results that may be expected
for the fiscal year ended February 3, 2001, due to the
seasonal nature of the business of Peebles.
The balance sheet at January 29, 2000 has been derived from
the audited financial statements at that date but does not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements. Certain prior year amounts have been
reclassified to conform to the current year presentation.
For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's
annual report on Form 10-K for the fiscal year ended January
29, 2000.
NOTE B-ACCOUNTS RECEIVABLE
Accounts receivable at October 28, 2000, January 29, 2000 and
October 30, 1999 are shown net of $2,100, $1,800 and $1,700,
respectively, representing the allowance for uncollectible
accounts. Finance charges on credit sales and late fees for
delinquent payments are included as a reduction of selling,
general and administrative expenses. Finance charges and late
fees totaled $1,592 and $1,375 for the three-month periods
ended October 28, 2000 and October 31, 1999, respectively, and
$4,879 and $4,201, respectively, for the nine-month periods
then ended.
As a service to its customers, the Company offers credit
through the use of its own charge card and certain major
credit cards. The Peebles' customer usually resides in the
local community immediately surrounding the store location.
Peebles stores serve these local customers in 15 states:
Virginia, Tennessee, North Carolina, Maryland, Kentucky, West
Virginia, Alabama, Pennsylvania, South Carolina, Ohio,
Delaware, New York, Indiana, New Jersey and Missouri. The
Company does not require collateral from its customers.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--Continued
PEEBLES INC. & SUBSIDIARIES
(in thousands)
NOTE C-LONG-TERM DEBT
Long-term debt consisted of the following:
October 28, January 29, October 29,
2000 2000 1999
---------- ----------- -----------
Senior Revolving Facility $ 41,240 $ 34,000 $ 48,000
Senior Term Note A 6,738 9,750 10,500
Senior Term Note B 53,522 58,950 59,100
Swingline Facility 3,041 3,277 3,370
Other 300 400 400
------- ------- -------
104,841 106,377 121,370
Less current maturities: 3,700 3,700 3,700
------- ------- -------
Long-term debt $101,141 $102,677 $117,670
======= ======= =======
The total amount available under the Senior Revolving Facility
(the "Revolver") and the Swingline Facility is determined by a
defined asset based formula with maximum borrowings limited to
$75,000, less outstanding amounts under letters of credit. At
October 28, 2000, the total amount available to borrow was
$74,169, of which $44,281 was in use.
On July 17, 2000, in accordance with certain provisions of the
Credit Agreement, the Company reduced the outstanding
principal amount of its Senior Term Notes A and B by $761 and
$4,978, respectively. The prepayment amount (the "ECF
Prepayment Amount") represents excess cash flow as defined by
the Credit Agreement. The ECF Prepayment Amount is an annual
calculation based on the Company's operations from the
previous fiscal year. The ECF Prepayment Amount was funded
through the Revolver.
NOTE D-INCOME TAXES
Differences between the effective rate of income taxes and the
statutory rate arise principally from state income taxes and
non-deductible amortization related to certain purchase
accounting adjustments.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(in thousands)
RESULTS OF OPERATIONS
The following management's discussion and analysis provides
information with respect to the results of operations for the
three-month period (or "Fiscal Quarter") and nine-month period
ended October 28, 2000 in comparison with the Fiscal Quarter
and nine-month period ended October 30, 1999. The
consolidated operations of the Company for the Fiscal Quarter
and nine-month period ended October 28, 2000 include the
results of 124 store locations. The Company opened three new
store locations in the twelve-month period ended October 28,
2000 and closed one marginally profitable store. In addition,
two new store locations were opened on October 28, 1999.
The Company defines a comparable store as having operations
for the entire twelve-month period in both the current and
previous fiscal years. For fiscal 2000, 117 stores will have
had operations for the entire twelve- month periods ending
February 3, 2001 and January 29, 2000.
Three-Month Nine-Month
Period Ended Period Ended
------------------ ------------------
October October October October
28, 30, 28, 30,
(dollars in thousands) 2000 1999 2000 1999
------- -------- -------- -------
Net sales $71,992 $69,723 $206,892 $204,692
% increase 3.3% 6.3% 1.1% 17.4%
Comparable stores % increase
(decrease) in net sales: 1.5% .4% (.3%) .5%
Stores in operation at
Period end 124 122 124 122
Total stores opened during
period 3 2 3 5
Operations as a Percentage of
Net Sales:
-----------------------------
Cost of sales 57.8% 60.1% 59.3% 59.7%
Selling, general &
administrative expenses 30.9 31.1 30.0 30.6
Depreciation and amortization 3.5 3.8 3.6 3.4
---- ---- ---- ----
Operating Income 7.8 5.0 7.1 6.3
Interest expense 3.9 4.1 4.2 4.1
Provision for income taxes 1.7 .4 1.3 1.0
---- ---- ---- ----
Net income 2.2% .5% 1.6% 1.2%
===== ===== ===== ====
Net sales for the Fiscal Quarter ended October 28, 2000
increased $2,269, or 3.3%, to $71,992. Comparable stores
contributed $69,077 to total net sales, an increase of $1,012,
or 1.5%, over the comparable prior year period. The Company
opened three new store locations during the Fiscal Quarter
ended October 28, 2000, and these stores contributed $650 to
net sales. The remaining net sales increase of $607 resulted
from a full nine-months of operations at five new store
locations opened in 1999, partially offset by a store closed
in the fourth quarter of 1999. During the third Fiscal
Quarter, consumer demand for the Fall season merchandise drove
the sales increases noted, as relatively weak August sales,
featuring final clearance of Summer merchandise, were offset
by strong September sales. For the nine-month period ended
October 28, 2000, total net sales were $2,200, or 1.1%,
greater than in the comparable prior year period. The
increase was a result of the new store locations opened on and
after October 28, 1999. Current year net sales at comparable
stores were lower than in the prior year by $674, or .3%, as
increases in both the second and third Fiscal Quarters have
not offset the decline experienced in the first Fiscal
Quarter. Comparable store net sales increases (decreases) as
a percentage of the prior year comparable period were as
follows for the last 15 Fiscal Quarters:
Fiscal Quarter
------------------------------------
First Second Third Fourth Total Year
----- ------ ----- ------ ----------
2000 vs. 1999 (3.6%) 1.0% 1.5% N/A N/A
1999 vs. 1998 (2.6%) 3.6% .4% 3.2% 1.3%
1998 vs. 1997 6.2% 2.9% (2.8%) (1.2%) 0.9%
1997 vs. 1996 5.1% 7.7% 6.9% 3.3% 5.3%
Cost of sales as a percentage of net sales was 57.8% and 60.1%
for the Fiscal Quarters ended October 28, 2000 and October 30,
1999, respectively, and 59.3% and 59.7%, respectively, for the
nine-month periods then ended. Improvement in the third
Fiscal Quarter resulted primarily from managing inventory
levels through the Summer clearance cycle, and the stronger
consumer demand for Fall merchandise, as noted above. In the
second Fiscal Quarter greater promotional markdowns and
clearance markdowns were taken after Father's Day to reduce
inventory levels going into the third Fiscal Quarter. In
addition, the continued maturation of the 33 store locations
opened during 1998 and the 5 store locations opened in 1999
contributed to the decline in cost of sales as a percentage of
net sales.
Selling, general and administrative expenses ("SG&A") as a
percentage of net sales, exclusive of depreciation and
amortization, were 30.9% and 31.1%, respectively, for Fiscal
Quarters ended October 28, 2000 and October 30, 1999 and 30.0%
and 30.6%, respectively, for the nine-month periods then
ended. SG&A expenses as a percentage of net sales continue to
benefit from the maturation of stores opened in fiscal 1999
and 1998. New and acquired stores are planned to have a
higher expense structure than mature stores for the first 12
to 18 months of operation as advertising and payroll expenses
are increased to achieve a market presence. In addition,
newer stores typically have higher occupancy costs than mature
stores.
Depreciation and amortization expenses as a percentage of net
sales were 3.5% and 3.8% for the Fiscal Quarters ended October
28, 2000 and October 30, 1999, respectively, and 3.6% and 3.4%
for the nine-month periods then ended. The decrease noted in
comparing the Fiscal Quarters and the increase in the nine-
month period were primarily a result of depreciation expense
related to certain capital expenditures required in the store
locations opened in 1999 and 1998. Capital expenditures
totaled $9,151 and $13,394 in 1999 and 1998, respectively.
For the nine-month period ended October 28, 2000 and October
30, 1999, capital expenditures totaled $3,979 and $7,418,
respectively.
Interest expense was 3.9% and 4.1% of net sales for the Fiscal
Quarters ended October 28, 2000 and October 30, 1999,
respectively, and 4.2% and 4.1%, respectively, for the nine-
month periods then ended. In the current Fiscal Quarter,
interest expense of $2,855 decreased slightly from $2,878 in
the comparable prior year period as lower average borrowings
offset higher average interest rates. In the nine-month
periods ended October 28, 2000 and October 30, 1999, interest
expense totaled $8,574 and $8,453, respectively, as lower
average borrowings did not completely offset the increase in
average interest rates.
The effective income tax rate for the three and nine-month
periods ended October 28, 2000 and October 30, 1999 was 44.0%.
The effective tax rate differs from the statutory rate
primarily due to state income taxes and nondeductible
amortization relating to certain acquisition related assets.
As a result of the changes discussed above, net income for the
three-month and nine-month periods ended October 28, 2000 was
2.2% and 1.6% of net sales, respectively. For the prior year
three and nine-month periods ended October 30, 1999, net
income as a percentage of net sales was .5% and 1.2%,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for capital
expenditures in connection with the new store expansion and
remodeling program and for working capital needs. The
Company's primary sources of funds are cash flow from
continuing operations, borrowings under the Credit Agreement
and trade accounts payable. Merchandise inventory levels
typically build throughout the first Fiscal Quarter and again
in the fall, peaking during the Christmas selling season.
Accounts receivable peak during December and January, decrease
during the first and second Fiscal Quarters and begin building
again in the third Fiscal Quarter. Capital expenditures for
existing stores typically occur evenly throughout the first
three quarters of each year, but can vary by Fiscal Quarter
based on new and acquired stores.
The Company's operating activities provided cash of $4,895 in
the nine-month period ended October 28, 2000. In the nine-
month period ended October 30, 1999, operating activities used
cash of $4,066. Comparing the operating cash flow in 2000 to
1999, less cash was used in the current year for the seasonal
increase in merchandise inventory. Greater financing through
vendor credit and the realization of certain current assets
required in prior periods by the Company's former cooperative
buying service reduced the use of cash. In addition,
operating cash flow in 2000 benefited from more profitable
operations and a greater realization of accounts receivable.
Working capital was $89,801 and $90,624 at October 28, 2000
and October 30, 1999.
Capital expenditures are the primary use of cash in investing
activities. In the nine-month periods ended October 28, 2000
and October 30 1999, capital expenditures totaled $3,979 and
$7,418, respectively. In the current year, capital
expenditures were primarily for four new store locations,
three of which opened in the third Fiscal Quarter, and one in
the fourth. In addition, capital expenditures were for the
relocation of one existing store, several planned
remodeling/space reallocations and routine fixture upgrades.
In the prior year, the Company had opened 5 new stores through
October 30, 1999 and capital expenditures were also required
for the significant number of stores opened in 1998.
The Company completed its fiscal 2000 expansion plans with the
opening of a new store on November 16, 2000. Based on
historical experience, the Company estimates that the cost of
opening a new store will include capital expenditures of
approximately $425 for leasehold improvements and fixtures and
approximately $425 for initial inventory, approximately one-
third of which is normally financed through vendor credit.
Accounts receivable for new stores typically build to an
average of approximately 11% of net sales or approximately $275
within 24 months of the store opening. The Company may also
incur capital expenditures to acquire existing stores.
The Company finances its operations, capital expenditures, and
debt service payments with funds available under its Revolver.
The maximum amount available under the Revolver is $75,000
less amounts outstanding under letters of credit. The actual
amount available is determined by an asset-based formula. In
the nine-month period ended October 28, 2000, the Company
reduced outstanding borrowings by a net $1,536. During the
nine-month period ended October 30, 1999, the Company drew a
net $11,445, primarily for working capital and capital
expenditures. The Company believes the cash flow generated
from operating activities together with funds available under
the Revolver will be sufficient to fund its investing
activities and the debt service of the Credit Agreement.
SEASONALITY AND INFLATION
As a retailer offering predominately soft-apparel and selected
home accessories, the Company's business is seasonal, although
less heavily weighted in the fourth quarter than retailers
with comparable offerings of merchandise. Over the past four
fiscal years, quarterly sales as a percentage of total sales
have been consistent at approximately 20%, 23%, 24% and 33%
for the first through fourth quarters, respectively. Peebles'
positioning of its stores in small to medium sized communities
with limited competition, along with the Company's less-
promotional, every day fair value, pricing strategy produces
operations less dependent on the fourth quarter. However, the
third and fourth quarters are generally bolstered by the back-
to-school and Christmas holiday selling seasons.
The Company does not believe that inflation has had a material
effect on its results of operations during the past three
fiscal years. Peebles uses the retail inventory method
applied on a LIFO basis in accounting for its inventories.
Under this method, the cost of products sold reported in the
financial statements approximates current costs and thus
reduces the likelihood of a material impact that increases
costs. However, there can be no assurance that the Company's
business will not be impacted by inflation in the future.
MARKET RISK
The Company's interest expense is affected by changes in short-
term interest on the debt outstanding under the Credit
Agreement. The Credit Agreement bears interest at rates based
on both the LIBOR and prime lending rates (the "Borrowing
Rates"). Assuming: i) the Borrowing Rates vary by 100 basis
points from their current levels at any given fiscal month,
and ii) the Company maintains an aggregate outstanding debt
balance subject to these rates of $104,841 during the fiscal
month of variance, interest expense would vary by
approximately $87 for that fiscal month.
FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q are
forward-looking, based on the Company's evaluation of
historical information and judgments on future events, based
on the best information available at the time. Underlying
these statements are risks and uncertainties, which could
cause actual results to differ materially from those forward-
looking statements. These risks and uncertainties include,
but are not limited to: i) consumer demand for the Company's
soft-apparel merchandise; ii) competitive and consumer
demographic shifts within the Company's markets; iii) the
Company's access to, and cost of, capital; iv) the Company's
ability to locate and open new store locations on a timely and
profitable basis; v) the Company's ability to continue to
integrate acquired stores into Peebles' overall operations on
a timely basis; and vi) the successful management of inventory
levels, related costs and selling, general and administrative
costs.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The information called for by this item is provided under the
caption "Market Risk" under Item 2 - Management's Discussion
and Analysis of Financial Condition and Results of Operations.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
None
<PAGE>
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.
PEEBLES INC.
Date: November 29, 2000 By /s/ Michael F. Moorman
----------------------
Michael F. Moorman
President and Chief Executive
Officer
(Principal Executive Officer)
By /s/ E. Randolph Lail
----------------------
E. Randolph Lail
Chief Financial Officer, Senior
Vice President-Finance, Treasurer,
Secretary
(Principal Financial Officer)
