SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED JUNE 29, 2002
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OR
[ ] 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 0-599
THE EASTERN COMPANY
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(Exact Name of Registrant as specified in its charter)
Connecticut 06-0330020
----------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
112 Bridge Street, Naugatuck, Connecticut 06770
- ----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(203) 729-2255
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No--.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of June 29, 2002
----- -------------------------------
Common Stock, No par value 3,632,021
-1-
PART I
FINANCIAL INFORMATION
THE EASTERN COMPANY AND SUBSIDIARIES
ITEM I CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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ASSETS
June 29, 2002 December 29, 2001
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CURRENT ASSETS
Cash and cash equivalents $ 6,082,252 $ 4,955,020
Investment in common stock 860,855 850,017
Accounts receivable, less allowance:
2002- $350,000; 2001- $344,000 12,073,973 10,814,017
Inventories 16,312,310 18,590,847
Prepaid expenses and other current assets 1,616,355 1,690,917
Deferred income taxes 640,200 640,200
------------ -------------
Total Current Assets 37,585,945 37,541,018
--------------------
Property, plant and equipment 41,140,782 40,323,624
Accumulated depreciation (15,935,593) (14,337,979)
------------ -------------
25,205,189 25,985,645
Prepaid pension cost 5,172,750 5,321,110
Goodwill 10,686,718 10,603,638
Other assets, net of accumulated amortization 2,441,794 2,444,643
------------ -------------
TOTAL ASSETS $ 81,092,396 $ 81,896,054
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 3,709,991 $ 3,471,951
Accrued compensation 1,320,876 982,464
Other accrued expenses 1,177,391 2,066,734
Current portion of long-term debt 8,636,126 3,388,662
------------ -------------
Total Current Liabilities 14,844,384 9,909,811
-------------------------
Deferred federal income taxes 3,144,000 3,126,500
Long-term debt, less current portion 18,160,434 25,013,906
Accrued postretirement benefits 2,773,410 2,735,910
Interest rate swap obligation 1,023,116 1,054,420
Shareholders' Equity
Preferred Stock, No Par Value
Authorized shares - 2,000,000
(No shares issued)
Common Stock, No Par Value:
Authorized shares - 25,000,000
Issued and outstanding shares:
2002-3,630,520; 2001-3,629,185
excluding 1,652,320 shares held in treasury 881,940 839,155
Accumulated other comprehensive (loss)/income:
Foreign currency translation (770,454) (1,156,515)
Derivative financial instruments (614,116) (632,420)
Unrealized holding gain on investment in common stock 67,310 60,972
------------ -------------
(1,317,260) (1,727,963)
Retained earnings 41,582,372 40,944,315
------------ -------------
TOTAL SHAREHOLDERS' EQUITY 41,147,052 40,055,507
------------ -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 81,092,396 $ 81,896,054
============ =============
See accompanying notes.
-2-
THE EASTERN COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Six Months Ended Three Months Ended
June 29, 2002 June 30, 2001 June 29, 2002 June 30, 2001
------------- ------------- ------------- -------------
Net sales $41,612,262 $ 43,367,024 $21,291,745 $ 20,690,102
Interest income 40,400 68,264 27,185 28,839
----------- ------------ ----------- ------------
41,652,662 43,435,288 21,318,930 20,718,941
Cost of products sold 31,689,505 31,848,401 16,478,547 15,356,556
----------- ------------ ----------- ------------
9,963,157 11,586,887 4,840,383 5,362,385
Selling and administrative expenses 6,911,464 7,244,552 3,269,684 3,643,994
Interest expense 884,582 1,239,860 437,867 593,975
Goodwill amortization - 395,579 - 155,816
----------- ------------ ----------- ------------
INCOME BEFORE INCOME TAXES 2,167,111 2,706,896 1,132,832 968,600
Income taxes 731,486 1,004,809 374,314 418,385
----------- ------------ ----------- ------------
NET INCOME $ 1,435,625 $ 1,702,087 $ 758,518 $ 550,215
=========== ============ =========== ============
Net income per share:
Basic $ 0.40 $ 0.47 $ 0.21 $ 0.15
Diluted $ 0.38 $ 0.46 $ 0.20 $ 0.15
Cash dividends per share $ 0.22 $ 0.22 $ 0.11 $ 0.11
See accompanying notes.
-3-
THE EASTERN COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended
June 29, 2002 June 30, 2001
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OPERATING ACTIVITIES:
Net income $ 1,435,625 $ 1,702,087
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,811,709 2,223,073
Loss on sales of equipment and other assets - 488
Postretirement benefits other than pensions 37,500 (25,000)
Provision for losses on accounts receivable 4,836 (5,926)
Issuance of Common Stock for directors' fees 42,785 75,569
Changes in operating assets and liabilities:
Accounts receivable (1,242,184) 1,008,233
Inventories 2,313,644 (1,430,740)
Prepaid expenses 139,483 157,435
Prepaid pension 148,360 (104,589)
Accounts payable (34,521) (387,977)
Accrued expenses (113,501) (322,833)
Other Assets (272,200) (110,024)
----------- ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,271,536 2,779,796
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (752,733) (1,094,373)
Other 3,177 -
----------- ------------
NET CASH USED BY INVESTING ACTIVITIES (749,556) (1,094,373)
FINANCING ACTIVITIES:
Principal payments on long-term debt (1,608,384) (1,386,881)
Dividends paid (797,568) (799,814)
----------- ------------
NET CASH USED BY FINANCING ACTIVITIES (2,405,952) (2,186,695)
Effect of exchange rate changes on cash 11,204 (10,013)
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NET CHANGE IN CASH AND CASH EQUIVALENTS 1,127,232 (511,285)
Cash and Cash Equivalents at Beginning of Period 4,955,020 4,541,706
----------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,082,252 $ 4,030,421
=========== ============
See accompanying notes.
-4-
THE EASTERN COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Six Months Ended Three Months Ended
June 29, 2002 June 30, 2001 June 29, 2002 June 30, 2001
------------- ------------- ------------- -------------
Net income $ 1,435,625 $ 1,702,087 $ 758,518 $ 550,215
Other comprehensive income --
Foreign currency translation 386,061 33,311 137,717 173,477
Cumulative effect of accounting change
for derivative financial instruments,
net of income tax benefit of $265,000 - (400,756) - -
Change in fair value of derivative financial
instruments, net of income tax
(expense)/benefit:
2002 - ($13,000) and $61,000 respectively; 18,304 - (92,274) -
2001 - $55,000 and ($50,000) respectively - (88,004) - 74,427
Unrealized holding gain on investment in
common stock, net of income tax expense
of ($4,500) and ($24,000) respectively 6,338 - 35,610 -
----------- ----------- --------- ---------
Comprehensive income $ 1,846,328 $ 1,246,638 $ 839,571 $ 798,119
=========== =========== ========= =========
See accompanying notes.
-5-
THE EASTERN COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 29, 2002
Note A - Basis of Presentation
- ------------------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting
principles in the United States for complete financial statements. Refer to the
Company's consolidated financial statements and notes thereto included in its
Form 10-K for the year ended December 29, 2001 for additional information.
The accompanying condensed consolidated financial statements are unaudited.
However, in the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results of
operations for interim periods have been reflected therein. Operating results
for interim periods are not necessarily indicative of the results that may be
expected for the full year.
The condensed balance sheet as of December 29, 2001 has been derived from the
audited consolidated balance sheet at that date.
Note B - Earnings Per Share
- ---------------------------
The denominators used in the earnings per share computations follow:
Six Months Ended Three Months Ended
June 29, 2002 June 30, 2001 June 29, 2002 June 30, 2001
------------- ------------- ------------- --------------
Basic:
Weighted average shares outstanding 3,629,931 3,632,015 3,630,586 3,632,819
Contingent shares outstanding - (11,250) - (11,250)
--------- --------- --------- ---------
Denominator for basic earnings per share 3,629,931 3,620,765 3,630,586 3,621,569
========= ========= ========= =========
Diluted:
Weighted average shares outstanding 3,629,931 3,632,015 3,630,586 3,632,819
Contingent shares outstanding - (11,250) - (11,250)
Dilutive stock options 99,611 75,509 86,445 69,008
--------- --------- --------- ---------
Denominator for diluted earnings per share 3,729,542 3,696,274 3,717,031 3,690,577
========= ========= ========= =========
Note C - Inventories
- --------------------
The components of inventories follow:
June 29, 2002 December 29, 2001
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Raw materials and component parts $ 7,226,353 $ 8,228,364
Work in process 3,849,705 4,390,818
Finished goods 5,236,252 5,971,665
------------ ------------
$ 16,312,310 $ 18,590,847
============ ============
-6-
THE EASTERN COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 29, 2002
Note D - Segment Information
- ----------------------------
Segment financial information follows:
SIX MONTHS ENDED THREE MONTHS ENDED
June 29, 2002 June 30, 2001 June 29, 2002 June 30, 2001
------------- ------------- ------------- -------------
Revenues:
Sales to unaffiliated customers:
Industrial Hardware $14,902,415 $15,412,620 $ 8,005,345 $ 7,379,061
Security Products 18,494,321 17,934,957 9,438,508 8,436,751
Metal Products 8,215,526 10,019,447 3,847,892 4,874,290
----------- ----------- ----------- -----------
41,612,262 43,367,024 21,291,745 20,690,102
General corporate 40,400 68,264 27,185 28,839
----------- ----------- ----------- -----------
$41,652,662 $43,435,288 $21,318,930 $20,718,941
=========== =========== =========== ===========
Income Before Income Taxes:
Industrial Hardware $ 1,799,473 $ 2,206,582 $ 1,062,078 $ 927,707
Security Products 1,973,095 1,397,899 1,169,217 498,769
Metal Products 211,834 1,127,693 (35,530) 760,062
----------- ----------- ----------- -----------
Operating Profit 3,984,402 4,732,174 2,195,765 2,186,538
General corporate expenses (932,709) (785,418) (625,066) (623,963)
Interest expense (884,584) (1,239,860) (437,867) (593,975)
----------- ----------- ----------- -----------
$ 2,167,109 $ 2,706,896 $ 1,132,832 $ 968,600
=========== =========== =========== ===========
Note E - FASB Statement 142 - Goodwill and Other Intangible Assets
- ------------------------------------------------------------------
Effective December 30, 2001, the Company adopted FASB Statement 142, Goodwill
and Other Intangible Assets. Under the new standard, goodwill is no longer
amortized but rather subjected to annual impairment tests; other intangibles
continue to be amortized over their useful lives. The Company recently
completed its initial impairment review and determined that there is no
impairment.
The changes in the carrying amount of goodwill for the six months ended June
29, 2002, follow:
Balance as of December 29, 2001 $10,603,638
Goodwill acquired 50,735
Change due to foreign currency translation 32,345
-----------
Balance as of June 29, 2002 $10,686,718
===========
Goodwill amortization for the three and six month periods ended June 30, 2001
were $155,816 and $395,579, respectively. If the provisions of Statement No.
142 had been applied effective December 31, 2000 then the net income for the
Company would have been $643,705 or $.17 per diluted share and $1,939,434 or
$.52 per diluted share for the three and six month periods ended June 30,
2001.
-7-
Note F - FASB Statement 133 - Accounting for Derivative Instruments
and Hedging Activities
- -------------------------------------------------------------------
Effective December 31, 2000, the Company adopted FASB Statement 133, Accounting
for Derivative Instruments and Hedging Activities. The statement requires the
Company to recognize all derivatives in the balance sheet at fair value.
Further, derivatives that are not hedges are adjusted to fair value through
operations. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives are either offset against the change in
fair value of assets, liabilities, or firm commitments through operations or
recognized in other comprehensive income until the hedged item is recognized in
operations. The adoption of Statement No. 133 resulted in a charge to
comprehensive income for the cumulative effect of accounting change of $400,756
in the first quarter of 2001.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company makes estimates and assumptions that may materially affect reported
amounts and disclosures. These relate to valuation allowances for the
collectibility of accounts receivable and for excess and obsolete inventories,
accruals for pensions and other postretirement benefits (including forecasted
future cost increases and returns on plan assets), provisions for depreciation
(estimating useful lives), and, on occasion, accruals for contingent losses. The
Company is also subject to various risks and uncertainties that may cause actual
results to differ from estimated results, such as changes within our industry
segments, in the overall economy, competition, litigation and legislation.
Results of Operations
Net income per share for the second quarter of 2002 was $759,000 or $.20 per
diluted share on sales of $21.3 million compared to $550,000 or $.15 per
diluted share on sales of $20.7 million in the second quarter of 2001. Net
income for the first six months of 2002 was $1.4 million or $.38 per diluted
share on sales of $41.6 million as compared to the first six months of 2001 of
$1.7 million or $.46 per diluted share on sales of $43.4 million.
Sales for the second quarter 2002 were up 3% compared to the same period a
year ago. New product sales contributed 4% and volume decreased 1%. Sales for
the first half of 2002 were down 4% compared to the same period a year ago.
Volume was down 7% while new product sales were up 3%.
The Industrial Hardware segment's second quarter sales were up 9% compared to
the second quarter of 2001. New product sales increased 8% and volume
increased 1%. However, sales for the first six months of 2002 were down 3%
compared to the same period a year ago. New product sales increased 7% while
sales volume was down 10%. New products include pushbutton locking systems for
use on utility truck bodies, rotary locks with cables for tonneau covers and
door closures for school and courtesy buses. Sales of heavy hardware to the
tractor-trailer industry were down 35% for the first six months of 2002 as
compared to the same period a year ago. Trailer manufacturers with excessive
inventories continue to hold back purchase commitments for our heavy hardware.
We expect a moderate improvement in sales during the second half of the year.
Sales of our school and courtesy bus products were up 22% for the first half
of the year as compared to the first half of 2001. Sales of industrial
hardware are off 25% from prior year levels while truck and utility body
hardware sales were comparable to prior year levels. The lower sales in the
industrial hardware segment is reflective of the overall softness in the
economy, however, we anticipate an improvement in business during the second
half of 2002.
The Security Products segment's sales were up 12% in the second quarter 2002
as compared to the second quarter of 2001. Price increases were up 1%, new
products sales were up 3% and volume was up 8%. Sales for the first half of
2002 were up 3% compared to the first half of 2001. Price increases were up 1%
and new product sales increased 2%. Sales of new products include push button
locks, drawer slides, luggage tags and electronic drop meters. Sales of locks
to the computer industry
-8-
increased 29% in the second quarter of 2002 as compared to the comparable
quarter of 2001 while sales for the first half of 2002 increased 18% as
compared to the first half of 2001. Sales of locks to the electronic
industries were up 13% for the first half of 2002 as compared to the first
half of 2001. Sales of locks to the luggage industry continue to be below
prior year levels, however, it is improving gradually and is expected to
continue to improve in the second half of 2002. Sales of security products to
the commercial laundry industry increased 6% as compared to the first half of
2001. Despite the current economic environment, sales increases were up across
the majority of the product lines with smart card systems accounting for
approximately half of the increase. The Company continues to pursue new
business opportunities through aggressive pricing, improved customer service,
intense marketing and a commitment to new product development.
The Metal Products segment's sales were down 21% in the second quarter 2002 as
compared to the second quarter of 2001. Volume was down 19% and prices
decreased 2%. Sales for the first half were down 18% compared to the first
half of 2001 all attributable to a decrease in volume. Sales of our contract
casting products for use in the commercial and industrial construction
industry decreased 21% for the first half of 2002 as compared to the first
half of 2001. Foreign competition from China and Mexico with low labor rates
and favorable foreign exchange rates has created pricing pressure and reduced
demand for our contract casting products. Sales of our mine roof anchors were
down 16% for the first half of 2002 as compared to 2001. A mild winter reduced
demand for coal by utility companies resulting in coal production cutbacks at
many Appalachian coal companies. To combat reduction in our contract casting
and mine roof anchor products the Company continues to develop ductile iron
casting capabilities in order to compete in the market for smaller sized
ductile iron castings. Also, the Company is currently developing a mine roof
anchor system to compete with resin bolt systems.
Gross margin as a percentage of sales for the three and six months ended June
29, 2002 were approximately 23% and 24% respectively compared to 25% and 26%
in the comparable periods a year ago. The decrease in gross margin is
primarily the result of product mix and reduced sales volume causing lower
plant utilization at some of our production facilities.
Selling and administrative expenses were down 10% or $374 thousand and 5% or
$333 thousand respectively for the three and six months ended June 29, 2002
compared to the same periods a year ago. The reduction in selling and
administrative expenses for both the three and six month periods was mainly
due to lower personnel costs, lower professional service costs, and favorable
insurance premium refunds compared to the second quarter of 2001.
Interest expense decreased by $156 thousand or 26% for the second quarter of
2002 and $355 thousand or 29% for six months as compared to the same periods
in 2001. This decrease in interest expense was due to lower debt and lower
interest rates.
Earnings before income taxes for the three months ended June 29, 2002 were up
$164 thousand or 17% and for six months ended June 29, 2002 were down 20% or
$540 thousand as compared to the same periods of 2001. The Industrial Hardware
segment was up 15% or $134 thousand and down 18% or $407 thousand for the
three and six month periods as compared to the same periods a year ago. The
increase in the second quarter was primarily the result of increased sales
while the decrease for the first half was due to lower sales. The Security
Products segment earnings before income taxes for the three and six month
periods ended June 29, 2002 were up 134% or $670 thousand and 41% or $575
thousand respectively compared to the comparable periods a year ago. This
increase was the result of increased sales volume and the elimination of
goodwill amortization expense as required by FASB Statement 142, "Goodwill and
Other Intangible Assets" and efficiency gains achieved through the
consolidation of our manufacturing operations of CCL Security Products into
the Illinois Lock facility in Wheeling Illinois. The Metal Products segment
earnings were down 105% or $796 thousand and 81% or $916 thousand for the
second quarter and first half of 2002 over the same periods a year ago. Lower
sales volume in both contract casting and mine roof anchor systems resulted in
the lower earnings.
-9-
Liquidity and Sources of Capital
Cash flows from operations were $4.3 million for the first half of 2002 versus
$2.8 million for the same period in 2001. The change in cash flows resulted
from changes in the level of sales at all locations and the associated timing
differences for collections of accounts receivable and payments of liabilities
and changes in inventories. Cash flow from operations coupled with cash on
hand at the beginning of the year was sufficient to fund capital expenditures,
debt service and dividend payments.
Additions to property, plant and equipment were $750,000 during the first half
of 2002 versus $1.1 million for the comparable period a year ago. Total 2002
capital expenditures are not expected to exceed the $3.0 million level of
depreciation for the year.
Total inventories as of June 29, 2002 were $16.3 million or $2.3 million lower
than yearend 2001. The inventory turnover ratio of 3.9 turns at the end of the
second quarter was slightly higher than the prior year second quarter of 3.5
turns and the year end ratio of 3.3 turns. Accounts receivable increased by
$1.3 million from year end 2001. The average day's sales in accounts
receivable for the second quarter of 2002 was 52 days compared to the 55 days
in the second quarter of 2001.
Cash flow from operating activities and funds available under the revolving
credit portion of the Company's loan agreement should be sufficient to cover
future working capital requirements. The Company borrowings against the
revolver totaled approximately $5 million all of which has been classified on
the balance sheet under "Current portion of long-term debt". The Company
intends to refinance its revolving credit loan upon its expiration on July 1,
2003.
A summary of the Company's contractual obligations and commitments as of June
29, 2002 (amounts in millions), follows:
Obligations and
Commitments 2003 2004 2005 2006 2007 Thereafter
--------------- ---- ---- ---- ---- ---- ----------
Revolver $5.0 $ -- $ -- $ -- $ -- $ --
Long-term debt 3.6 4.1 4.2 9.2 0.2 0.4
Operating Leases 0.3 0.3 0.3 0.3 0.2 --
---- ---- ---- ---- ---- ----
Total $8.9 $4.4 $4.5 $9.5 $0.4 $0.4
Other Matters
No other matters are currently pending.
Note: The preceding information contains forward looking statements which
reflect the Company's current expectations regarding its future operating
performance and achievements and is subject to certain risks and uncertainties
that could cause actual results to differ materially from those set forth in
such statements. Such risks and uncertainties include changing customer
preferences, lack of success of new products, loss of customers, competition,
increased raw material prices and problems associated with foreign sourcing of
parts and products. The Company is not obligated to update or revise the
aforementioned statements for new developments
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from what was reported in the
2001 Annual Report on Form 10-K.
-10-
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS -
- ------ -------------------
There are no significant pending legal proceedings, other than
ordinary routine litigation incidental to the Company's
business, to which either the Registrant or any of its
subsidiaries is a party or of which any of their property is
the subject.
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
- ------ -----------------------------------------
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES-
- ------ -------------------------------
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
See the information set forth in Item 4 of the Form 10-Q of
the Company for the quarterly period ended March 30, 2002.
ITEM 5 OTHER INFORMATION
- ------ -----------------
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
None
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.
THE EASTERN COMPANY
------------------
(Registrant)
DATE: July 30, 2002 /s/Leonard F. Leganza
------------- ---------------------
Leonard F. Leganza
President and Chief Executive Officer
DATE: July 30, 2002 /s/John L. Sullivan, III
------------- ------------------------
John L. Sullivan, III
Vice President, Secretary and Treasurer
-11-