UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
_________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report: February 1, 2008
(Date
of
earliest event reported)
DCAP
GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
0-1665
|
|
36-2476480
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer Identification
Number)
|
1158
Broadway, Hewlett, NY
|
11557
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
(516)
374-7600
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions:
____
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
____
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
____
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
____
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
Item
2.01.
|
Completion
of Acquisition or
Disposition of Assets
.
|
|
|
On
February 1, 2008, Payments Inc. (“Payments”), a wholly-owned subsidiary of
DCAP Group, Inc., sold its outstanding premium finance loan portfolio
to
Premium Financing Specialists, Inc. (“PFS”). The salient terms
of the sale are as follows:
·
The
purchase price for the acquired loan portfolio was approximately
$11,845,000, of which approximately $268,000 was paid to
Payments. The remainder of the purchase price was satisfied
substantially by the assumption of liabilities of Payments, including
the
satisfaction of Payments’ premium finance revolving credit line obligation
to Manufacturers and Traders Trust Company.
·
Payments
shall be entitled to receive an additional amount based upon the
net
earnings generated by the acquired loan portfolio.
·
PFS
has agreed that, during the five year period ending January 31,
2013
(subject to automatic renewal for successive two year terms under
certain
circumstances), it will purchase, assume and service all eligible
premium
finance contracts originated by Payments in the states of New York,
New
Jersey and Pennsylvania. In connection with such purchases, PFS
shall be obligated to pay to Payments a fee generally equal to
a
percentage of the amount financed.
|
|
|
Item
9.01
.
|
Financial
Statements and
Exhibits
.
|
(b)
|
Pro
Forma
Financial Information
:
(i)
Explanatory
Note with regard to Unaudited Pro Forma Condensed Consolidated
Financial
Statements
(ii)
Pro
Forma Condensed Consolidated Balance Sheet of the Company as of
September
30, 2007
(iii)
Pro
Forma Condensed Consolidated Statement of Income for the nine months
ended
September 30, 2007
(iv)
Pro
Forma Condensed Consolidated Statement of Income for the year ended
December 31, 2006
(v)
Notes
to Unaudited Pro Forma Financial Statements
|
(d)
|
Exhibits
:
|
|
|
|
2.1
|
Amended
and Restated Purchase and
Sale Agreement, dated as of February 1, 2008, by and among Premium
Financing Specialists, Inc., Payments Inc. and DCAP Group,
Inc.
|
DCAP
GROUP, INC AND SUBSIDIARIES
UNAUDITED
PRO FORMA CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS
EXPLANATORY
NOTE
The
following unaudited pro forma condensed consolidated financial statements
give
effect to the sale (the "Sale") of the premium finance receivable assets
of
Payments Inc. (“Payments”), a wholly-owned subsidiary of DCAP Group, Inc. (the
"Registrant"), to Premium Financing Specialists, Inc. (“PFS”) and the assumption
of certain liabilities (primarily premiums payable) and the liquidation of
the
revolving credit line of Payments by PFS. These pro forma financial
statements are presented for illustrative purposes only and therefore are
not
necessarily indicative of the operating results and financial position that
might have been achieved had the Sale occurred as of an earlier date, nor
are
they necessarily indicative of the operating results and financial position
which may occur in the future.
A
Pro
Forma Condensed Consolidated Balance Sheet is provided as of September 30,
2007,
giving effect to the Sale as though it had been consummated on that
date. Pro Forma Condensed Consolidated Statements of Income are
provided for the nine months ended September 30, 2007, giving effect to the
Sale
as though it had occurred on January 1, 2007, and the year ended December
31,
2006, giving effect to the Sale as though it had occurred on January 1,
2006.
The
pro
forma financial statements are based on preliminary estimates of values and
transaction costs. Accordingly, the actual recording of the
transaction may differ from these pro forma financial statements.
The
pro
forma condensed consolidated financial statements presented as of September
30,
2007 and for the nine months then ended and for the year ended December 31,
2006
are derived from the separate historical consolidated financial statements
of
the Registrant and should be read in conjunction with the audited and unaudited
consolidated financial statements of the Registrant (included in its Annual
Report on Form 10-KSB for the year ended December 31, 2006 and Quarterly
Report
on Form 10-QSB for the period ended September 30, 2007).
DCAP
GROUP, INC. AND
|
|
SUBSIDIARIES
|
|
Pro
Forma Condensed Consolidated Balance Sheet
|
|
9/30/2007
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
As
Reported
|
|
|
|
|
|
|
|
|
Pro
Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
1,000,725
|
|
|
$
|
279,659
|
|
|
|
A
|
|
|
$
|
1,225,384
|
|
|
|
|
|
|
|
|
(25,000
|
)
|
|
|
D
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,000
|
)
|
|
|
B
|
|
|
|
|
|
Accounts
receivable, net
|
|
|
878,761
|
|
|
|
-
|
|
|
|
|
|
|
|
878,761
|
|
Finance
contracts receivable, net
|
|
|
13,423,523
|
|
|
|
(13,423,523
|
)
|
|
|
A
|
|
|
|
-
|
|
Due
from purchaser
|
|
|
-
|
|
|
|
294,646
|
|
|
|
E
|
|
|
|
294,646
|
|
Prepaid
expenses and other current assets
|
|
|
418,291
|
|
|
|
-
|
|
|
|
|
|
|
|
418,291
|
|
Deferred
income taxes
|
|
|
76,000
|
|
|
|
-
|
|
|
|
|
|
|
|
76,000
|
|
Total
Current Assets
|
|
|
15,797,300
|
|
|
|
(12,904,218
|
)
|
|
|
|
|
|
|
2,893,082
|
|
Property
and Equipment, net
|
|
|
465,576
|
|
|
|
-
|
|
|
|
|
|
|
|
465,576
|
|
Goodwill
|
|
|
2,601,257
|
|
|
|
-
|
|
|
|
|
|
|
|
2,601,257
|
|
Other
Intangibles, net
|
|
|
268,042
|
|
|
|
-
|
|
|
|
|
|
|
|
268,042
|
|
Notes
Receivable,net
|
|
|
4,854,318
|
|
|
|
-
|
|
|
|
|
|
|
|
4,854,318
|
|
Deposits
and Other Assets
|
|
|
170,969
|
|
|
|
(68,505
|
)
|
|
|
C
|
|
|
|
102,464
|
|
Total
Assets
|
|
$
|
24,157,462
|
|
|
$
|
(12,972,723
|
)
|
|
|
|
|
|
$
|
11,184,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving
credit line
|
|
$
|
9,601,676
|
|
|
$
|
(9,601,676
|
)
|
|
|
A
|
|
|
$
|
-
|
|
Accounts
payable and accrued expenses
|
|
|
686,896
|
|
|
|
|
|
|
|
|
|
|
|
686,896
|
|
Premiums
payable
|
|
|
3,247,542
|
|
|
|
(3,247,542
|
)
|
|
|
A
|
|
|
|
-
|
|
Current
portion of long-term debt
|
|
|
2,091,263
|
|
|
|
-
|
|
|
|
|
|
|
|
2,091,263
|
|
Mandatorily
Redeemable Preferred Stock
|
|
|
780,000
|
|
|
|
-
|
|
|
|
|
|
|
|
780,000
|
|
Other
current liabilities
|
|
|
153,677
|
|
|
|
-
|
|
|
|
|
|
|
|
153,677
|
|
Total
Current Liabilities
|
|
|
16,561,054
|
|
|
|
(12,849,218
|
)
|
|
|
|
|
|
|
3,711,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term
Debt
|
|
|
653,971
|
|
|
|
-
|
|
|
|
|
|
|
|
653,971
|
|
Deferred
Income Taxes
|
|
|
532,201
|
|
|
|
-
|
|
|
|
|
|
|
|
532,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
37,505
|
|
|
|
-
|
|
|
|
|
|
|
|
37,505
|
|
Preferred
stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Capital
in excess of par
|
|
|
11,773,130
|
|
|
|
-
|
|
|
|
|
|
|
|
11,773,130
|
|
Deficit
|
|
|
(4,214,619
|
)
|
|
|
(68,505
|
)
|
|
|
C
|
|
|
|
(4,338,124
|
)
|
|
|
|
|
|
|
|
(25,000
|
)
|
|
|
D
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,000
|
)
|
|
|
B
|
|
|
|
|
|
|
|
|
7,596,016
|
|
|
|
(123,505
|
)
|
|
|
|
|
|
|
7,472,511
|
|
Treasury
stock, at cost
|
|
|
(1,185,780
|
)
|
|
|
-
|
|
|
|
|
|
|
|
(1,185,780
|
)
|
Total
Stockholders' Equity
|
|
|
6,410,236
|
|
|
|
(123,505
|
)
|
|
|
|
|
|
|
6,286,731
|
|
Total
Liabilities and Stockholders' Equity
|
|
$
|
24,157,462
|
|
|
$
|
(12,972,723
|
)
|
|
|
|
|
|
$
|
11,184,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro
Forma Condensed Consolidated Balance Sheet (continued)
9/30/2007
(unaudited)
A)
To
record net proceeds from sale of premium finance receivables to PFS, liquidation
of credit line and payment of unfunded premiums due to insurance carriers
by
PFS.
B)
To
record estimated transaction costs associated with the sale.
C)
To
record write-off of deferred financing costs associated with terminated credit
line.
D)
To
record payment of early termination fee on credit line.
E)
To
record holdback amount from purchase price that will be adjusted one year
after
closing date.
DCAP
GROUP, INC.
AND
|
|
SUBSIDIARIES
|
|
Pro
Forma Condensed Consolidated
Statement of Income
|
|
|
|
|
|
|
|
Nine
Months Ended September 30,
2007 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Reported
|
|
|
|
|
|
|
|
|
Pro
Forma
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
and
fees
|
|
$
|
4,486,855
|
|
|
$
|
-
|
|
|
|
|
|
$
|
4,486,855
|
|
Premium
finance
revenue
|
|
|
2,419,506
|
|
|
|
(2,419,506
|
)
|
|
|
A
|
|
|
|
417,265
|
|
|
|
|
|
|
|
417,265
|
|
|
|
B
|
|
|
|
|
Total
Revenue
|
|
|
6,906,361
|
|
|
|
(2,002,241
|
)
|
|
|
|
|
|
|
4,904,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
expenses
|
|
|
5,849,432
|
|
|
|
(1,084,110
|
)
|
|
|
A
|
|
|
|
4,841,259
|
|
|
|
|
|
|
|
|
75,937
|
|
|
|
C
|
|
|
|
|
|
Provision
for finance receivable
losses
|
|
|
396,065
|
|
|
|
(396,065
|
)
|
|
|
A
|
|
|
|
-
|
|
Depreciation
and
amortization
|
|
|
287,430
|
|
|
|
(75,349
|
)
|
|
|
A
|
|
|
|
214,716
|
|
|
|
|
|
|
|
|
2,635
|
|
|
|
C
|
|
|
|
|
|
Interest
expense
|
|
|
498,519
|
|
|
|
(498,519
|
)
|
|
|
A
|
|
|
|
-
|
|
Total
Operating
Expenses
|
|
|
7,031,446
|
|
|
|
(1,975,471
|
)
|
|
|
|
|
|
|
5,055,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Income
|
|
|
(125,085
|
)
|
|
|
(26,770
|
)
|
|
|
|
|
|
|
(151,855
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(Expense)
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income - notes
receivable
|
|
|
971,333
|
|
|
|
-
|
|
|
|
|
|
|
|
971,333
|
|
Interest
expense
|
|
|
(397,963
|
)
|
|
|
232
|
|
|
|
A
|
|
|
|
(397,731
|
)
|
Other,
net
|
|
|
72,942
|
|
|
|
-
|
|
|
|
|
|
|
|
72,942
|
|
Total
Other (Expense)
Income
|
|
|
646,312
|
|
|
|
232
|
|
|
|
|
|
|
|
646,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Before Provision for Income
Taxes
|
|
|
521,227
|
|
|
|
(26,538
|
)
|
|
|
|
|
|
|
494,689
|
|
Provision
for Income
Taxes
|
|
|
238,049
|
|
|
|
(11,942
|
)
|
|
|
D
|
|
|
|
226,107
|
|
Net
Income
|
|
$
|
283,178
|
|
|
$
|
(14,596
|
)
|
|
|
|
|
|
$
|
268,582
|
|
Net
Income Per Common
Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Shares
Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
2,962,683
|
|
|
|
|
|
|
|
|
|
|
|
2,962,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
3,288,072
|
|
|
|
|
|
|
|
|
|
|
|
3,288,072
|
|
A)
To eliminate historical revenue and
expenses associated with premium financing of insurance contracts. See Note
1 of
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
for a
description of pro forma adjustments related to general and administrative
expenses.
B)
To
record estimated fee
revenues from the sale of new premium finance contracts to PFS as if the
sales
commenced on January 1, 2007.
C)
To
record estimated expenses from the sale of premium finance contracts to PFS
as
if the sale occured on January 1, 2007.
See Note 1 of Notes to Unaudited
Pro
Forma Condensed Consolidated Financial Statements for a description of pro
forma
adjustments related to general and administrative expenses.
D)
To record tax benefit based on
historical tax rate for the period presented.
DCAP
GROUP, INC.
AND
SUBSIDIARIES
|
|
Pro
Forma Condensed Consolidated
Statement of Income
|
|
|
|
|
|
|
|
Year
Ended December 31, 2006
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro
Forma
|
|
|
|
|
|
|
|
|
|
As
Reported
|
|
|
Adjustments
|
|
|
|
|
|
Pro
Forma
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions
and
fees
|
|
$
|
7,121,724
|
|
|
$
|
-
|
|
|
|
|
|
$
|
7,121,724
|
|
Premium
finance
revenue
|
|
|
3,960,223
|
|
|
|
(3,960,223
|
)
|
|
|
A
|
|
|
|
687,431
|
|
|
|
|
|
|
|
687,431
|
|
|
|
B
|
|
|
|
|
Total
Revenue
|
|
|
11,081,947
|
|
|
|
(3,272,792
|
)
|
|
|
|
|
|
|
7,809,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
expenses
|
|
|
8,965,066
|
|
|
|
(1,695,779
|
)
|
|
|
A
|
|
|
|
7,346,388
|
|
|
|
|
|
|
|
|
77,101
|
|
|
|
C
|
|
|
|
|
|
Provision
for finance receivable
losses
|
|
|
650,005
|
|
|
|
(650,005
|
)
|
|
|
A
|
|
|
|
-
|
|
Depreciation
and
amortization
|
|
|
456,614
|
|
|
|
(171,430
|
)
|
|
|
A
|
|
|
|
288,697
|
|
|
|
|
|
|
|
|
3,513
|
|
|
|
C
|
|
|
|
|
|
Interest
expense
|
|
|
824,382
|
|
|
|
(824,382
|
)
|
|
|
A
|
|
|
|
-
|
|
Total
Operating
Expenses
|
|
|
10,896,067
|
|
|
|
(3,260,982
|
)
|
|
|
|
|
|
|
7,635,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Income
|
|
|
185,880
|
|
|
|
(11,810
|
)
|
|
|
|
|
|
|
174,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(Expense)
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income - notes
receivable
|
|
|
1,182,844
|
|
|
|
-
|
|
|
|
|
|
|
|
1,182,844
|
|
Interest
expense
|
|
|
(490,946
|
)
|
|
|
-
|
|
|
|
|
|
|
|
(490,946
|
)
|
Other,
net
|
|
|
46,559
|
|
|
|
-
|
|
|
|
|
|
|
|
46,559
|
|
Total
Other (Expense)
Income
|
|
|
738,457
|
|
|
|
-
|
|
|
|
|
|
|
|
738,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Before Provision for Income
Taxes
|
|
|
924,337
|
|
|
|
(11,810
|
)
|
|
|
|
|
|
|
912,527
|
|
Provision
for Income
Taxes
|
|
|
415,952
|
|
|
|
(5,314
|
)
|
|
|
D
|
|
|
|
410,638
|
|
Net
Income
|
|
$
|
508,385
|
|
|
$
|
(6,496
|
)
|
|
|
|
|
|
$
|
501,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income Per Common
Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Shares
Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
2,888,805
|
|
|
|
|
|
|
|
|
|
|
|
2,888,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
3,250,937
|
|
|
|
|
|
|
|
|
|
|
|
3,250,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A)
To eliminate historical revenue and
expenses associated with premium financing of insurance contracts adjusted
for
certain inter-segment re-allocations. See Note 1 of Notes to
Unaudited Pro Forma Condensed Consolidated Financial Statements for a
description of pro forma adjustments related to general and administrative
expenses.
B)
To
record estimated fee
revenues from the sale of new premium finance contracts to PFS as if the
sales
commenced on January 1, 2006.
C)
To
record estimated expenses from the sale of premium finance contracts to PFS
as
if the sale occurred on January 1, 2006.
See Note 1 of Notes to Unaudited
Pro
Forma Condensed Consolidated Financial Statements for a description of pro
forma
adjustments related to general and administrative expenses.
D)
To record tax benefit based on
historical tax rate for the period presented.
DCAP
Group, Inc. and Subsidiaries
Notes
to Unaudited Pro Forma Condensed Consolidated Financial Statements
1.
Pro Forma Adjustments – General and Administrative Expenses
|
|
Nine
Months
|
|
Year
|
|
|
Ended
|
|
Ended
|
|
|
September
30,
|
|
December
31,
|
|
|
2007
|
|
2006
|
Historical
general and
administrative expenses associated
with
premium financing of
insurance contracts:
|
|
|
Customer
processing
|
|
$ (695,497)
|
|
$
(1,096,600)
|
Employment
costs
|
|
(180,129)
|
|
(323,276)
|
Occupancy
costs
|
|
(37,860)
|
|
(43,772)
|
Other
costs and
expenses
|
|
(170,624)
|
|
(232,131)
|
Total
|
|
$ (1,084,110)
|
|
$
(1,695,779)
|
|
|
|
|
|
Estimated
general and
administrative expenses associated with
the
sale of premium finance
contracts to PFS as if the sale occurred
at
the beginning of the periods
presented:
|
|
|
Employment
costs
|
|
$ 38,367
|
|
$ 38,367
|
Other
costs and
expenses
|
|
37,570
|
|
38,734
|
Total
|
|
$ 75,937
|
|
$
77,101
|
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 hereunto
duly authorized.
|
DCAP
GROUP, INC.
|
|
|
|
|
|
February
7, 2008
|
By:
|
/s/ Barry
B. Goldstein
|
|
|
|
Barry
B. Goldstein
|
|
|
|
President
|
|
|
|
|
|