UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 1998
_____________________________________
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 0-17427
___________
UPPER PENINSULA ENERGY CORPORATION
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Michigan 38-2817909
___________________________________ _________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Lakeshore Drive, P.O. Box 130, Houghton, Michigan 49931-0130
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
(Registrant's telephone no., including area code) (906) 487-5000
______________
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
_____ ___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of issuer's classes of
common stock, as of the latest practicable date.
As of July 31, 1998, 2,950,001 shares of common stock, no par value
________________________________________________________________
UPPER PENINSULA ENERGY CORPORATION
FORM 10-Q
JUNE 30, 1998
TABLE OF CONTENTS
Page No.
________
Part I. FINANCIAL INFORMATION 3
Item 1. Financial Statements (Unaudited) 3
Consolidated Statements of Income - Three
Months Ended June 30, 1998 and June 30, 1997 3
Consolidated Statements of Income - Six
Months Ended June 30, 1998 and June 30, 1997 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1998 and
June 30, 1997 5
Consolidated Balance Sheets - June 30,
1998 and December 31, 1997
Assets 7
Capitalization and Liabilities 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 10
Part II. OTHER INFORMATION 13
Items 1. through 4. N/A
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 19
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
June 30
(Unaudited)
______________________
1998 1997
(Thousands of Dollars)
Operating Revenues........................ $13,889 $13,796
_______ _______
Operating Expenses:
Operation - Power Supply Costs.......... 4,709 4,619
- Other....................... 3,425 3,727
Maintenance............................. 752 699
Depreciation and Amortization........... 1,545 1,457
Federal Income Tax Expense.............. 416 350
Taxes Other Than Federal Income Taxes -
Ad Valorem............................ 994 904
Other................................. 349 297
_______ _______
Total........................... 12,190 12,053
_______ _______
Operating Income.......................... 1,699 1,743
_______ _______
Other Income (Deductions):
Interest Income......................... 99 59
Other................................... 77 49
Federal Income Tax Expense.............. (75) (47)
_______ _______
Total........................... 101 61
_______ _______
Income Before Interest Charges............ 1,800 1,804
_______ _______
Interest Charges:
Interest on Long-Term Debt.............. 963 968
Amortization of Debt Expense............ 18 18
Other Interest Expense.................. 228 147
_______ _______
Total........................... 1,209 1,133
_______ _______
Income Before Dividends on Preferred
Stock of Subsidiary..................... 591 671
Dividends on Preferred Stock of
Subsidiary.............................. 5 5
_______ _______
Net Income................................ $ 586 $ 666
======= =======
Average Number of Shares Outstanding...... 2,950,001 2,969,215
Earnings Per Share of Common Stock........ $ 0.20 $ 0.22
Dividends Paid Per Share of Common Stock.. $ 0.32 $ 0.32
See notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended
June 30
(Unaudited)
_____________________
1998 1997
(Thousands of Dollars)
Operating Revenues........................ $29,462 $30,099
_______ _______
Operating Expenses:
Operation - Power Supply Costs.......... 10,077 10,252
- Other....................... 7,413 7,224
Maintenance............................. 1,412 1,351
Depreciation and Amortization........... 3,089 2,913
Federal Income Tax Expense.............. 992 1,292
Taxes Other Than Federal Income Taxes -
Ad Valorem............................ 1,986 1,809
Other................................. 802 651
_______ _______
Total........................... 25,771 25,492
_______ _______
Operating Income.......................... 3,691 4,607
_______ _______
Other Income (Deductions):
Interest Income......................... 182 99
Other................................... 121 196
Federal Income Tax Expense.............. (133) (112)
_______ _______
Total........................... 170 183
_______ _______
Income Before Interest Charges............ 3,861 4,790
_______ _______
Interest Charges:
Interest on Long-Term Debt.............. 1,927 1,937
Amortization of Debt Expense............ 37 37
Other Interest Expense.................. 450 215
_______ _______
Total........................... 2,414 2,189
_______ _______
Income Before Dividends on Preferred
Stock of Subsidiary..................... 1,447 2,601
Dividends on Preferred Stock of
Subsidiary.............................. 10 11
_______ _______
Net Income................................ $ 1,437 $ 2,590
======= =======
Average Number of Shares Outstanding...... 2,950,001 2,969,215
Earnings Per Share of Common Stock........ $ 0.49 $ 0.87
Dividends Paid Per Share of Common Stock.. $ 0.64 $ 0.64
See notes to consolidated financial statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30
(Unaudited)
_____________________
1998 1997
(Thousands of Dollars)
Cash Flows from Operating Activities:
Net Income.............................. $ 1,437 $ 2,590
Adjustments to Reconcile Net Income
to Net Cash Flows from Operating
Activities:
Depreciation and Amortization......... 3,089 2,913
Dividends on Preferred Stock of
Subsidiary.......................... 10 11
Allowance for Equity Funds Used
During Construction................. (37)
Deferred Federal Income Taxes and
Investment Tax Credit............... 261 13
Accrued Pension....................... (252) (183)
Other................................. 574 769
Changes in Assets and Liabilities:
Accounts Receivable................... 2,111 25
Inventories........................... (30) (151)
Prepayments........................... 5 (122)
Accrued Ad Valorem Taxes.............. (290) (89)
Accounts Payable and Accrued Accounts. (2,846) (962)
_______ _______
Cash Flows From Operating
Activities...................... 4,069 4,777
_______ _______
Cash Flows from Investing Activities:
Plant and Property Additions
(excluding Allowance for Borrowed
Funds Used During Construction).... (1,515) (3,545)
Allowance for Borrowed Funds Used
During Construction................. (55)
Hoist Hydro Dam Repairs............... (1,081)
Other - Net........................... (78) (83)
_______ _______
Cash Flows from Investing
Activities...................... (2,674) (3,683)
_______ _______
Cash Flows From Financing Activities:
Retirement of Long-Term Debt and
Preferred Stock..................... (231) (177)
Dividends............................. (1,898) (1,911)
Issuance of Notes Payable............. 1,750 2,600
_______ _______
Cash Flows from Financing
Activities...................... (379) 512
_______ _______
Net Increase in Cash and Cash
Equivalents............................. 1,016 1,606
Cash and Cash Equivalents at the
Beginning of Period..................... 2,071 2,064
_______ _______
Cash and Cash Equivalents at the End
of Period............................... $ 3,087 $ 3,670
======= =======
Supplemental Cash Flows Information:
Interest Paid......................... $ 2,361 $ 2,272
======= =======
Income Taxes Paid..................... $ 1,050 $ 950
======= =======
See notes to consolidated financial statements
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30 December 31
1998 1997
(Unaudited)
___________ ___________
(Thousands of Dollars)
Utility Plant:
Electric Plant in Service............ $178,665 $178,943
Less Accumulated Depreciation and
Amortization....................... 83,688 80,993
________ ________
Net Electric Plant in Service.. 94,977 97,950
Construction Work in Progress........ 5,975 4,510
________ ________
Net Utility Plant.............. 100,952 102,460
________ ________
Other Property and Investments......... 11,218 11,387
________ ________
Current Assets:
Cash and Cash Equivalents............ 3,087 2,071
Accounts Receivable (less allowance
for doubtful accounts of $70....... 4,208 7,515
Revenue Receivable - Power Supply
Cost Recovery-Net.................. 1,632 876
Inventories - at average cost:
Materials and Supplies............. 2,036 1,968
Fuel............................... 248 286
Prepayments.......................... 274 279
Accrued Ad Valorem Taxes............. 4,157 3,867
Deferred Federal Income Taxes........ 240 642
Taxes Receivable..................... 440
________ ________
Total.......................... 16,322 17,504
________ ________
Deferred Debits and Other Assets:
Unamortized Debt Expense ............ 445 466
Regulatory Assets.................... 1,300 1,305
Intangible Pension Plan Asset........ 2,998 2,998
Other - Hoist Hydro Dam Repairs...... 1,462 381
Other - Net.......................... 405 343
________ ________
Total.......................... 6,610 5,493
________ ________
$135,102 $136,844
======== ========
CAPITALIZATION AND LIABILITIES
June 30 December 31
1998 1997
(Unaudited)
___________ ___________
(Thousands of Dollars)
Capitalization:
Common Stock and Paid-In-Capital..... $ 21,071 $ 21,087
Retained Earnings.................... 19,403 19,854
________ ________
Total Common Equity............ 40,474 40,941
Redeemable Preferred Stock of Upper
Peninsula Power Company............ 398 445
Long-Term Debt, less current
maturities......................... 42,806 43,007
________ ________
Total Capitalization........... 83,678 84,393
________ ________
Current Liabilities:
Long-Term Debt Due Within One Year... 277 260
Notes Payable........................ 11,250 9,500
Accounts Payable..................... 2,835 4,096
Accrued Accounts:
Taxes - Ad Valorem................. 6,212 6,488
- Other...................... 112
Wages and Benefits................. 1,650 2,875
Interest........................... 925 910
Other.............................. 17 4
________ ________
Total.......................... 23,166 24,245
________ ________
Deferred Credits:
Deferred Federal Income Taxes........ 5,985 6,035
Unamortized Investment Tax Credit.... 2,469 2,560
Customer Advances for Construction... 2,146 1,895
Accrued Pension...................... 3,338 3,590
Regulatory Liabilities............... 6,208 6,208
Post Retirement Health and Life...... 5,727 5,229
Sick Leave Termination............... 1,725 2,033
Other................................ 660 656
________ ________
Total.......................... 28,258 28,206
________ ________
Commitments and Contingencies..........
________ ________
$135,102 $136,844
======== ========
See notes to consolidated financial statements
Item 1. Notes to Consolidated Financial Statements (Unaudited)
______________________________________________________
Accounting Policies
The accompanying unaudited financial statements have been prepared in
accordance with the summary of significant accounting policies set forth in
the notes to the consolidated financial statements contained in the
Company's Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 1997.
The preparation of consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
In the opinion of management, the information furnished reflects all
adjustments of a normal recurring nature which are necessary for a fair
statement of results for the interim periods presented. Operating results
for the six months ended June 30, 1998 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1998. Certain
items previously reported have been reclassified to conform to the current
presentation in the financial statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
_________________________________________________
Results of Operations
Second Quarter of 1998 Compared to Second Quarter of 1997
_________________________________________________________
Operating revenues for the second quarter of 1998 were $13,889,000
compared to $13,796,000 for the same quarter of 1997. The modest increase
of 0.7% can be attributed to higher deferred power supply costs revenue.
Power supply costs for the second quarter was virtually the same as
the previous period.
Total other operation and maintenance expenses (excluding power supply
cost) decreased $249,000 (5.6%) due to reductions in all categories of
operation expenses.
Depreciation expense and ad valorem taxes increased $178,000 (7.5%) in
the second quarter due to an increase in electric plant in service. Other
taxes increased $52,000 (17.5%) in the second quarter due to higher Michigan
Single Business Tax and payroll tax accruals resulting from vacation pay
benefits paid to terminated Presque Isle Plant employees.
Other income increased $40,000 due mainly to higher interest income.
Other interest expense increased $81,000 because of a higher level of
short-term borrowings in the current period.
First Six Months of 1998 Compared
to First Six Months of 1997
_________________________________
Net income decreased $1,153,000 in the first six months of 1998
compared to the same period last year. Earnings per average common share
for the six months ended June 30, 1998 and 1997 were $0.49 and $0.87,
respectively.
Operating revenues for the six months ended June 30, 1998 were
$29,462,000 compared to $30,099,000 for the corresponding period of the
prior year, a decrease of $637,000 (2.1%). The decrease in revenues was
mainly due to a reduction of 2.2% in mWh sales from the prior period
attributed to lower residential sales resulting from our mild winter.
Power supply costs for the six months ended June 30, 1998 were
$175,000 (1.7%) lower than the previous period. This decrease is the result
of the aforementioned decrease in residential sales and a (1.4%) decrease in
the unit cost of power supply.
Total other operation and maintenance expenses (excluding power supply
cost) increased $250,000 (2.9%) for the six months ended June 30, 1998 due
mainly to the expensing of merger related costs.
Depreciation expense and ad valorem taxes increased 7.5% for the first
six months of 1998 due to an increase in electric plant in service. Other
taxes increased $151,000 (23.2%) in the current period due to higher
Michigan Single Business Tax and payroll tax accruals.
Other income increased mainly due to higher interest income.
Interest charges increased $235,000 because of a higher level of
short-term borrowings in the current period.
Other Financial Information
___________________________
Liquidity and Capital Resources
During the second quarter of 1998 the Corporation's cash requirements
were met through funds that were internally generated and short-term
borrowings. There were $11,250,000 of short-term borrowings at June 30,
1998 compared to $9,500,000 at December 31, 1997.
The Corporation's primary subsidiary, Upper Peninsula Power Company
(UPPCO), has indentures relating to first mortgage bonds containing certain
limitations on the payment of cash dividends on common stock. Under the
most restrictive of these provisions, approximately, $13,767,000 of
consolidated retained earnings is available at June 30, 1998, for payment of
common stock cash dividends by the Corporation. At December 31, 1997
unrestricted retained earnings were approximately $14,122,000.
The Company expects to incur development costs to modify existing
computer programs to accommodate the year 2000 and beyond. The Company is
currently evaluating its alternatives for the most cost-effective means for
these modifications. Management is of the opinion that the costs associated
with these modifications will not have a material adverse effect on the
results of operations or financial position of the Company.
The statements under Management's Discussion and Analysis of Financial
Condition and Results of Operations and the other statements in this Form
10-Q which are not historical facts are forward looking statements. These
forward looking statements involve risks and uncertainties that could render
them materially different, including, but not limited to, the effect of
economic conditions, the rate of technology change, the availability of
capital, supply constraints or difficulties, the effect of the Company's
accounting policies, the effect of regulatory and legal developments, and
other risks detailed in the Company's Securities and Exchange Commission
filings.
Part II - OTHER INFORMATION
____________________________
Item 1. Legal Proceedings N/A
Item 2. Changes in Securities N/A
Item 3. Defaults Upon Senior Securities N/A
Item 4. Submission of Matters to a Vote of
Security Holders N/A
Item 5. Other Information
On July 10, 1997 Upper Peninsula Energy Corporation (UPEN) announced
an agreement to merge with WPS Resources Corporation (WPSR). The S-4
Registration Statement was declared effective by the Securities and Exchange
Commission on December 5, 1997. UPEN shareholders approved the merger on
January 29, 1998. The merger was approved by the Federal Energy Regulatory
Commission ("FERC") on May 27, 1998. On July 9, 1998 the Federal Trade
Commission granted early termination of the waiting period applicable to the
merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
merger remains subject to (1) approval by the SEC under the Public Utility
Holding Company Act of 1935; (2) receipt by the parties of an opinion of
counsel that the exchange of stock qualifies as a tax-free transaction; (3)
receipt by the parties of appropriate assurances that the transaction will
be accounted for as a pooling of interests; and (4) the satisfaction of
various other conditions. The merger is expected to be completed in the
second half of 1998. UPEN will merge with and into WPSR, and Upper
Peninsula Power Company ("UPPCO"), UPEN's utility subsidiary, will become a
wholly-owned subsidiary of WPSR.
The summary below contains selected unaudited pro forma financial data
for the three months and six months ended June 30, 1998. The financial data
should be read in conjunction with the historical WPSR and UPEN consolidated
financial statements and related notes. The pro forma combined earnings per
share reflect the issuance of shares associated with the merger agreement
and the related dilutive effect. The pro forma combined data accounts for
the merger as a pooling of interests.
Under the terms of the merger agreement, each of the 2,950,001
outstanding shares of UPEN common stock (no par value) will be converted
into 0.90 shares of WPSR common stock ($1.00 par value), subject to
adjustment for fractional shares.
Pro Forma
In thousands (except UPEN WPSR Combined
per-share data) (as reported) (as reported) (unaudited)
____________________________________________________________________________
Three months ended June 30, 1998
Operating revenues........ $ 13,889 $ 219,620 $ 233,509
Net income................ $ 586 $ 9,879 $ 10,465
Basic and diluted
earnings per share....... $ 0.20 $ 0.41 $ 0.39
Six months ended June 30, 1998
Operating revenues........ $ 29,462 $ 496,429 $ 525,891
Net income................ $ 1,437 $ 26,980 $ 28,417
Basic and diluted earnings $ 0.49 $ 1.13 $ 1.07
per share................
At June 30, 1998
Assets.................... $134,662 $1,339,449 $1,473,871
Long-term Obligations..... $ 42,806 $ 251,989 $ 294,795
===========================================================================
WPSR's principal subsidiary is Wisconsin Public Service Corporation
(WPSC), an electric and natural gas utility headquartered in Green Bay,
Wisconsin. It serves 400,000 customers in northeastern and north central
Wisconsin as well as a small portion of Michigan's Upper Peninsula. WPSR's
other subsidiaries include WPS Energy Services, Inc., which provides
marketing services and energy project management services in the non-
regulated energy marketplace, and WPS Power Development, Inc., which
develops electric generation projects and provides services to the non-
regulated electric generation industry.
Item 6. Exhibits and Reports on Form 8-K
________________________________
(a) List of Exhibits required by Item 601 of
Regulation S-K
Exhibit No. Description of Exhibit
___________ ______________________
(2) Plan of acquisition, reorganization,
arrangement, liquidation or succession N/A
(4) Instruments defining the rights of security
holders,including indentures
[INSTRUMENTS TO WHICH UPPCO IS A PARTY]
4.1(a)-1 --- Indenture of Mortgage dated May 1, 1947
relating to UPPCO's First Mortgage Bonds.
(Exhibit 4(d)-1 to Form 8-K, dated
December 13, 1988)
4.1(a)-2 --- Supplemental Indenture dated as of May 1,
1947.
(Exhibit 4(d)-2 to Form 8-K, dated
December 13, 1988)
4.1(a)-3 --- Second Supplemental Indenture dated as of
December 1, 1948.
(Exhibit 4(d)-3 to Form 8-K, dated
December 13, 1988)
4.1(a)-4 --- Third Supplemental Indenture dated as of
November 1, 1950.
(Exhibit b(1)(d)4 to Registration No.
2-66759)*
4.1(a)-5 --- Fourth Supplemental Indenture dated as of
October 1, 1953.
(Exhibit b(1)(d)5 to Registration No.
2-66759)*
4.1(a)-6 --- Fifth Supplemental Indenture dated as of
April 1, 1957.
(Exhibit b(1)(d)6 to Registration No.
2-66759)*
4.1(a)-7 --- Sixth Supplemental Indenture dated as of
September 1, 1958.
(Exhibit b(1)(d)7 to Registration No.
2-66759)*
4.1(a)-8 --- Seventh Supplemental Indenture dated as of
May 1,1961.
(Exhibit b(1)(d)8 to Registration No.
2-66759)*
4.1(a)-9 --- Eighth Supplemental Indenture dated as of
May 1, 1963.
(Exhibit b(1)(d)9 to Registration No.
2-66759)*
4.1(a)-10 --- Ninth Supplemental Indenture dated as of
January 1, 1971.
(Exhibit 4(d-10 to Form 8-K, dated
December 13, 1988)
4.1(a)-11 --- Tenth Supplemental Indenture dated as of
November 1, 1973.
(Exhibit 4(d-11 to Form 8-K, dated
December 13, 1988)
4.1(a)-12 --- Eleventh Supplemental Indenture dated as
of May 1, 1976.
(Exhibit 4(d-12 to Form 8-K, dated
December 13, 1988)
4.1(a)-13 --- Twelfth Supplemental Indenture dated as of
August 1, 1981
(Exhibit 4(a)-13 to Form 10-K, dated
March 26, 1982)*
4.1(a)-14 --- Thirteenth Supplemental Indenture dated
as of November 1, 1988
(Exhibit 4(d-14 to Form 8-K, dated
December 13, 1988)
4.1(a)-15 --- Fourteenth Supplemental Indenture dated
as of November 1, 1991
(Exhibit 4.1(a)-15 to Form 10-Q, dated
November 11, 1991)
4.1(a)-16 --- Fifteenth Supplemental Indenture dated as
of March 1, 1993
(Exhibit 4.1(a)-16 to Form 10-K, dated
4.1(b) --- Installment Sales Contract between the
Village of L'Anse and UPPCO dated May 1,
1974.
(Exhibit A-II to Form 8-K, dated
July 10, 1974)*
4.1(c)-4 --- Loan Agreement dated as of June 30, 1988
between UPPCO and First of America
Bank-Copper Country (Exhibit 4.1(c)-4
to Form 10-K dated March 29, 1989)
4.1(d) --- Lease Agreement dated as of November 13,
1991 between UPPCO and UPBDC
(Exhibit 4.1(d) to Form 10-K dated
March 25, 1992)
[INSTRUMENTS TO WHICH UPBDC IS A PARTY]
4.2(a) --- Trust Indenture, Mortgage and Security
Agreement dated November 1, 1991,
relating to UPBDCO's Senior Secured
Note
(Exhibit 4.2(a) to Form 10-K dated
March 25, 1992)
4.2(c) --- Loan Agreement dated as of June 20, 1989
between UPBDC and National Bank of
Detroit.
(Exhibit 4.2(c) to Form 10-K, dated
March 28, 1990)
4.2(d) --- Lease Agreement dated as of November 13,
1991 between UPBDC and UPPCO
(Exhibit 4.2(d) to Form 10-K dated
March 25, 1992
* Parenthetical references following descriptions
of Upper Peninsula Power Company instruments are
to filings made by that company. 1934 ACT File
No. is 0-1276
(11) Statement re computation of per share earnings N/A
(15) Letter re unaudited interim financial information N/A
(18) Letter re change in accounting principles N/A
(19) Report furnished to security holders N/A
(22) Published report regarding matters submitted
to vote of security holders N/A
(23) Consents of experts and counsel
23(a) - Consent of Independent Certified Public
Accountants N/A
(24) Power of attorney N/A
(27) Financial Data Schedule, which is submitted
electronically to the Securities and Exchange
Commission for information only
(Filed herewith)
(99) Additional Exhibits N/A
Item 6(b). Reports on Form 8-K
No Form 8-K was filed during the quarter for which
this report was filed.
S I G N A T U R E S
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.
UPPER PENINSULA ENERGY CORPORATION
__________________________________
(Registrant)
Date: August 13, 1998
/s/ B. C. Arola
__________________________________
B. C. Arola
Vice President, Treasurer and Secretary
(Principal Financial Officer)