10-Q 1 g65379e10-q.txt CROWN CRAFTS, INC 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2000 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----- ----- Commission File No. 1-7604 CROWN CRAFTS, INC ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-0678148 -------------------------------- ---------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1600 RiverEdge Parkway, Suite 200, Atlanta, Georgia 30328 ----------------------------------------------------------- (Address of principal executive offices) (770) 644-6400 ----------------------------------------------------------- (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 [ ] The number of shares of common Stock, $1.00 par value, of the Registrant outstanding as of November 15, 2000 was 8,608,843. 1 2 FORM 10-Q CROWN CRAFTS, INC. AND SUBSIDIARIES PART 1 - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS October 1, 2000 (UNAUDITED) and April 2, 2000
October 1, April 2, dollar amounts in thousands, except share and par value per share 2000 2000 ---------- ---------- ASSETS CURRENT ASSETS: Cash $ 1,972 $ 1,453 Accounts receivable (less allowances of $7,199 at October 1, 2000 and $5,771 at April 2, 2000): Due from factor 19,383 25,432 Other 4,776 3,580 Inventories, net 40,860 73,269 Other current assets 8,600 8,755 Assets held for sale 41,686 ---------- ---------- Total current assets 117,277 112,489 ---------- ---------- PROPERTY, PLANT AND EQUIPMENT - AT COST: Land, buildings and improvements 23,142 45,613 Machinery and equipment 56,769 97,972 Furniture and fixtures 1,670 2,142 ---------- ---------- 81,581 145,727 Less accumulated depreciation 40,409 72,705 Property, plant and equipment - net 41,172 73,022 ---------- ---------- OTHER ASSETS: Goodwill (net of amortization of $4,596 at October 1, 2000 and $4,067 at April 2, 2000) 24,699 25,228 Other 4,150 4,265 ---------- ---------- Total other assets 28,849 29,493 ---------- ---------- TOTAL ASSETS $ 187,298 $ 215,004 ========== ==========
See notes to interim consolidated financial statements. 2 3 Crown Crafts, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS October 1, 2000 (UNAUDITED) and April 2, 2000
October 1, April 2, dollar amounts in thousands, except share and par value per share 2000 2000 ---------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 10,075 $ 17,997 Accrued wages and benefits 4,195 5,022 Accrued royalties 3,376 3,538 Other accrued liabilities 7,791 3,444 Current maturities of long-term debt 124,719 19,000 ---------- ---------- Total current liabilities 150,156 49,001 ---------- ---------- NON-CURRENT LIABILITIES: Long-term debt -- 106,593 Deferred income taxes 1,850 1,850 Other 745 745 ---------- ---------- Total non-current liabilities 2,595 109,188 ---------- ---------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Common stock - par value $1.00 per share 50,000,000 shares authorized, 9,983,305 issued 9,983 9,983 Additional paid-in capital 46,096 46,096 Retained earnings (deficit) (1,184) 21,110 Cumulative currency translation adjustment (39) (65) Common stock held in treasury - 1,374,462 shares at cost (20,309) (20,309) ---------- ---------- Total shareholders' equity 34,547 56,815 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 187,298 $ 215,004 ========== ==========
See notes to interim consolidated financial statements. 3 4 Crown Crafts, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS OCTOBER 1, 2000 AND SEPTEMBER 26, 1999 (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED October 1, Sept 26, October 1, Sept 26, in thousands, except loss per share 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Net sales $ 82,175 $ 84,162 $ 140,369 $ 149,949 Cost of products sold 71,995 70,497 125,742 127,339 ---------- ---------- ---------- ---------- Gross profit 10,180 13,665 14,627 22,610 Marketing and administrative expenses 10,681 13,254 22,657 25,317 ---------- ---------- ---------- ---------- (Loss) earnings from operations (501) 411 (8,030) (2,707) Other income (expense): Interest expense (4,012) (3,429) (7,946) (6,431) Other - net (6,757) 176 (6,180) 195 ---------- ---------- ---------- ---------- Loss before income taxes (11,270) (2,842) (22,156) (8,943) Income tax expense (benefit) 138 (1,025) 138 (3,299) ---------- ---------- ---------- ---------- Net loss (11,408) (1,817) (22,294) (5,644) ---------- ---------- ---------- ---------- Other comprehensive income (loss), net of tax: Foreign currency translation adjustment (5) 26 (53) ---------- ---------- ---------- ---------- Comprehensive loss, net of tax $ (11,413) $ (1,817) $ (22,268) $ (5,697) ---------- ---------- ---------- ---------- Basic loss per share $ (1.33) $ (0.21) $ (2.59) $ (0.66) ---------- ---------- ---------- ---------- Diluted loss per share $ (1.33) $ (0.21) $ (2.59) $ (0.66) ---------- ---------- ---------- ---------- Weighted average shares outstanding - basic 8,609 8,609 8,609 8,609 ---------- ---------- ---------- ---------- Weighted average shares outstanding - diluted 8,609 8,609 8,609 8,609 ---------- ---------- ---------- ---------- Dividends declared per share $ 0.00 $ 0.03 $ 0.00 $ 0.06 ========== ========== ========== ==========
See notes to interim consolidated financial statements. 4 5
October 1, Sept 26, in thousands 2000 1999 ---------- ---------- OPERATING ACTIVITIES: Net loss $ (22,294) $ (5,644) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation of property, plant and equipment 6,086 6,268 Amortization of goodwill 529 515 Loss on sale of property, plant and equipment 2,551 7 Changes in assets and liabilities Accounts receivable 1,494 1,167 Inventories 32,409 (3,814) Other current assets 155 395 Inventories transferred to assets held for sale (18,303) Other assets 115 (376) Accounts payable (7,922) (5,261) Accrued liabilities 3,358 2,899 ---------- ---------- Net cash used for operating activities (1,822) (3,844) ---------- ---------- INVESTING ACTIVITIES: Capital expenditures (1,232) (5,755) Proceeds from sale of property, plant and equipment 1,062 402 Other 26 (52) ---------- ---------- Net cash used for investing activities (144) (5,405) ---------- ---------- FINANCING ACTIVITIES: Repayments of current maturities of long term debt (874) Decrease in notes payable (3,414) Increase in advances from factor 3,359 12,782 Cash dividends (258) ---------- ---------- Net cash provided by financing activities 2,485 9,110 ---------- ---------- NET INCREASE (DECREASE) IN CASH 519 (139) Cash at beginning of year 1,453 744 ---------- ---------- CASH AT END OF PERIOD $ 1,972 $ 605 ---------- ---------- SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid $ 268 $ 57 Interest paid $ 8,586 $ 3,338 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES Disposition escrow account $ 500 Property, plant and equipment held for sale 23,383 ========== ==========
See notes to interim consolidated financial statements. 5 6 FORM 10-Q CROWN CRAFTS, INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, such interim consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position as of October 1, 2000 and the results of its operations and its cash flows for the periods ended October 1, 2000 and September 26, 1999. Such adjustments include normal recurring accruals and a pro rata portion of certain estimated annual expenses. Operating results for the six-month period ended October 1, 2000 are not necessarily indicative of the results that may be expected for the year ending April 1, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the annual report of Form 10-K for the year ended April 2, 2000 of Crown Crafts, Inc. (the "Company"). Use of Estimates: The preparation of 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. Recently Issued Accounting Standards: In 1998, the Financial Accounting Standards Board (FASB) issued Statement No. 133, "Accounting for Derivative Financial Instruments and Hedging Activities" ("SFAS No. 133"). This statement requires that all derivatives be recognized in the statement of financial position as either assets or liabilities and measured at fair value. In addition, all hedging relationships must be designated, reassessed and documented pursuant to the provisions of SFAS No. 133. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133," which amends the effective date of SFAS No. 133 to all fiscal quarters of fiscal years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138, which amends SFAS No. 133 and addresses a limited number of issues causing implementation difficulties for a large number of entities preparing to implement SFAS No. 133. The effect on the Company's financial statements upon adoption of SFAS No. 133 has not been determined. SFAS 133 and its amendments are effective for the Company beginning in the first quarter of fiscal 2002. The SEC recently issued Staff Accounting Bulletin 101 ("SAB 101"), Revenue Recognition. The Company is currently evaluating the effect of this pronouncement on its financial statements. Reclassifications: Certain prior period financial statement balances have been reclassified to conform to the current period's presentation. 2. In 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." The Company's principal segments include adult home furnishing and juvenile products, consisting of bedroom products (adult comforters and accessories), throws and decorative home accessories (primarily jacquard-woven throws in cotton, acrylic, rayon or chenille), and juvenile products (primarily Pillow Buddies). The second principal segment is infant products, consisting of infant bedding, bibs, and infant soft goods. The Company tracks revenues and operating profit information for these two business segments. Financial information attributable to the Company's business segments for the quarters ended and six months ended October 1, 2000 and September 26, 1999, was as follows (in thousands): 6 7 Net sales by individual product groups within these business segments were as follows (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED October 1, Sept 26, October 1, Sept 26, 2000 1999 2000 1999 ---------- -------- ---------- -------- Revenues: Adult home furnishing and juvenile products $ 54,114 $ 56,876 $ 92,067 $100,952 Infant products 28,061 27,286 48,302 48,997 -------- -------- -------- -------- Total $ 82,175 $ 84,162 $140,369 $149,949 ======== ======== ======== ======== THREE MONTHS ENDED SIX MONTHS ENDED October 1, Sept 26, October 1, Sept 26, 2000 1999 2000 1999 ---------- -------- ---------- -------- Operating income (loss) Adult home furnishing and juvenile products $ (3,325) $ (2,177) $(12,908) $ (7,362) Infant products 2,824 2,588 4,878 4,655 -------- -------- -------- -------- Total $ (501) $ 411 $ (8,030) $ (2,707) ======== ======== ======== ========
Net sales by individual product groups within these business segments were as follows (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED October 1, Sept 26, October 1, Sept 26, 2000 1999 2000 1999 ---------- -------- ---------- -------- Bedroom products 28,446 35,428 55,131 69,189 Throws and decorative home accessories $ 24,174 $ 17,718 $ 34,537 $ 26,283 Infant and juvenile products 29,521 30,964 50,637 54,355 Other 34 52 64 122 -------- -------- -------- -------- Total $ 82,175 $ 84,162 $140,369 $149,949 ======== ======== ======== ========
3. Interest costs of $0 and $69,000, respectively, were capitalized during the six months ended October 1, 2000, and September 26, 1999. 4. Major classes of inventory were as follows (in thousands):
October 1, April 2, 2000 2000 ---------- --------- Raw materials $ 13,877 $ 27,822 Work in process 3,678 4,925 Finished goods 23,305 40,522 ---------- --------- $ 40,860 $ 73,269 ========== =========
7 8 Inventory is net of reserves for inventories classified as irregular or discontinued of $6.0 million and $6.2 million at October 1, 2000 and April 2, 2000, respectively. 5. During the six months ended October 1, 2000, the Company sold surplus real property in North Carolina and Louisiana with net proceeds of $888,000 and a gain on sale of $466,000. The Company completed the sale of the Wovens division on November 14, 2000 with net proceeds of approximately $36 million compared to a book value of $45.1 million. The Woven division has annual sales of approximately $85 million and is included in the Adult home furnishing and juvenile products segment. The Wovens division includes the Throws and decorative home accessories product group and part of the Bedroom products group. The disposal was made as part of a plan to reduce debt and restructure the Company's operations. Included in the sale were inventory, buildings, machinery and equipment at sites in Calhoun, Dalton and Chatsworth, Georgia; Blowing Rock, North Carolina; and Manchester, New Hampshire. The price is subject to adjustment based upon the inventory at closing. A provision for loss on the sale has been recorded in the second quarter as follows:
$ Million --------- Write-down of inventory to net realizable value 4.2 Loss on sale of property, plant and equipment 2.5 Selling and other expenses 4.1 ---- Total loss 10.8 ====
The write-down of inventory included in the provision for loss on the sale of approximately $4.2 million is included in Cost of Products Sold for the quarter ended October 1, 2000. The loss on sale of property, plant and equipment and selling and other expenses of approximately $2.5 million and $4.1 million, respectively, are included in Other Expense for the quarter ended October 1, 2000. 8 9 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED OCTOBER 1, 2000 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 26, 1999 Net sales decreased $2.0 million or 2.4% to $82.2 million in the current year quarter compared to $84.2 million in the prior year quarter. This was attributable to a decrease of $7.0 million or 19.7% in bedroom products, a $1.4 million decrease in sales of infant and juvenile products from $30.9 million to $29.5 million, partly offset by a $6.5 million increase in throws and decorative home accessories. The decrease in bedroom products resulted from the decision to phase down the unprofitable Studio bedding line. Lower sales in infant and juvenile products stemmed from inventory management by retail customers and maturing of the Pillow Buddy(R) product. Higher sales of throws and decorative home accessories resulted from resolution of shipping problems in the prior year quarter. For the quarter ended October 1, 2000, gross profit as a percentage of net sales decreased to 12.4% from 16.2% for the quarter ended September 26, 1999. The primary reason for the decline was a $4.2 million write-down of inventories associated with the pending sale of the Wovens division; absent this impact, gross profit would have increased to 17.5%. Marketing and administrative expenses decreased by $2.6 million in the current year quarter compared to the same quarter in the prior fiscal year and were 13.0% of net sales versus 15.7%. The decrease is a result of the Company's cost reduction and restructuring programs. Interest expense for the quarter increased by $583,000 because of higher levels of borrowings and higher effective interest rates. Other expense increased by $6.9 million due to the accrued loss on sale of fixed assets and expenses related to the pending sale of the Wovens division. Due to the accumulated losses, no federal income tax benefit has been included for the quarter ended October 1, 2000, whereas the effective income tax rate for the prior year was 37.3%. SIX MONTHS ENDED OCTOBER 1, 2000 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 26, 1999 For the six months ended October 1, 2000, net sales compared to the prior year declined by $9.6 million, or 6.4%. Sales of bedroom products decreased $14.1 million. Sales of throws and decorative home accessories for the six months increased $8.3 million. In the infant and juvenile product group, net sales decreased $3.7 million. The sales trends were due to the same factors explained above. In the first half of the current fiscal year, gross profit decreased to $14.6 million compared to $22.6 million for the six months ended September 26, 1999 and the gross margin declined from 15.1% to 10.4%. Besides the inventory write-down described above, the other factors affecting gross margin were higher than normal sales of closeout inventory and under-absorption of overhead costs at the Roxboro, North Carolina manufacturing facility in connection with the withdrawal from the Studio adult bedding products. Marketing and administrative costs decreased by $2.7 million compared to the first six months of fiscal 2000 and were 16.1% of net sales compared to 16.9% in the prior year period. 9 10 Interest expense increased by $1.5 million in the first six months of fiscal 2001 compared to fiscal 2000 due to higher levels of debt and interest rates. Other expense increased by $6.4 million due to the accrued loss on sale of fixed assets and expenses related to the pending sale of the Wovens division, net of gains on sale of fixed assets realized in the first quarter. FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES Net cash used for operating activities was $1.8 million for the six months ended October 1, 2000 compared to $3.8 million for the six months ended September 26, 1999. Net cash used for investing activities was $144,000 compared to $5.4 million in the prior year period. Net cash provided by financing activities was $2.5 million, compared to $9.1 million in the prior year period. Total debt outstanding decreased to $124.7 million at October 1, 2000 from $125.6 million at April 2, 2000. This decrease resulted from the repayment of debt from the sale of fixed assets. At October 30, 2000, cash available from factor advances was $15.7 million. As of October 1, 2000, cash of $1.8 million was restricted and assigned as collateral to secure letters of credit and accounts payable. On August 31, 2000, the Company concluded a restructuring of its debt. Among other things, the agreements extend the maturity of the debt to April 3, 2001 and adjust financial and other covenants based on the Company's projections. The restructured loan covenants limit capital expenditures for fiscal 2001 to $4.4 million, limit the level of advances on factored accounts receivable to $36 million, require certain levels of borrowing base assets relative to debt, and require certain levels of cash flow on a monthly basis, totaling $14.5 million for fiscal 2001. The credit facilities also currently prohibit the payment of dividends and restrict the amounts the Company may expend on acquisitions and purchases of treasury stock. The lenders have security interests in substantially all of the Company's assets. In exchange, the Company has agreed to issue to the Lenders warrants exercisable for 10% of the Company's issued and outstanding common stock exercisable not later than December 31, 2005. The warrants will be extinguished at the rate of 2% for each 1% reduction in the Company's debt. The interest rate on the bank credit facilities was increased by 1% to each bank's Base Rate plus 2% and on the notes placed with an insurance company to 11.77%. The margin over Base Rate is subject to change after January 1, 2001 depending upon the level of debt. The principal payment on the notes was deferred until April 3, 2001, but the Company is required to make repayments of $19 million on the debt between December 8, 2000 and April 1, 2001 as follows:
MILLIONS -------- December 8, 2000 $ 7.0 December 31, 2000 4.0 February 4, 2001 3.0 March 4, 2001 2.0 April 1, 2001 3.0 -------- Total $ 19.0 ========
The balance of $105.7 million is due and payable on April 3, 2001. The Company's ability to make scheduled payments of principal, to pay the interest on, or to refinance its maturing indebtedness by April 2, 2001, to fund capital expenditures, or to comply with its debt covenants will depend upon future performance. The Company's future performance is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors beyond its control. Based upon the current level of operations and anticipated increases in cash flow from improved inventory management, cost reduction initiatives, as well as the planned withdrawal from under-performing product lines, the Company believes that cash flow from operations together with advances available from factored accounts receivable will be adequate to meet liquidity needs for the next year. To reduce its exposure to credit losses and to enhance its cash flow forecasts, the Company factors the majority of its trade accounts receivable. The Company's factor establishes customer credit lines, and accounts for and collects receivable balances. The factor remits payment to the Company on the due dates of the factored invoices. The factor assumes all responsibility for credit losses on sales within approved credit lines, but may deduct from its remittances to the Company the amounts of customer deductions for returns, allowances, disputes and discounts. The Company's factor at any time may terminate or limit its approval of 10 11 shipments to a particular customer. If such a termination occurs, the Company may either assume the credit risks for shipments after the date of such termination or cease shipments to such customer. The agreement with its lenders, described above, provides for the Company to finance its seasonal working capital needs by taking advances against its factored receivables of up to $36 million. FORWARD-LOOKING INFORMATION This Form 10Q contains forward-looking statements within the meaning of the federal securities law. Such statements are based upon management's current expectations, projections, estimates and assumptions. Words such as "expects," "believes," "anticipates" and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause future results to differ materially from those anticipated. These risks include, among others, general economic conditions, changing competition, the level and pricing of future orders from the Company's customers, the Company's dependence upon third-party suppliers, including some located in foreign countries with unstable political situations, the Company's ability to successfully implement new information technologies, the Company's ability to integrate its acquisitions and new licenses, and the Company's ability to implement improvements in its acquired businesses. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in interest rates on debt, commodity prices and foreign exchange rates. The Company's exposure to interest rate risk relates to its floating rate debt, $82.2 million of which was outstanding at October 1, 2000. The Company's exposure to commodity price risk primarily relates to changes in the price of cotton, which is a principal raw material in a substantial number of the Company's products. To manage this risk, from time to time the Company enters into commodity future contracts and forward purchase contracts. No such contracts were outstanding at October 1, 2000. The Company's exposure to foreign exchange rates relates to its Mexican manufacturing subsidiary. During the fiscal year ended April 2, 2000, this subsidiary manufactured products for the Company with a value of approximately $7.5 million. The Company's investment in the subsidiary was approximately $4.4 million at October 1, 2000. 11 12 FORM 10-Q CROWN CRAFTS, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1 - Legal Proceedings From time to time, the Company is involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company nor any of its subsidiaries is a party to any such legal proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company's financial condition or results of operations. Item 2 - Changes in Securities None Item 3 - Defaults Upon Senior Securities None Item 4 - Submission of Matters to Vote of Security Holders None Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K Exhibit 27 - Financial Data Schedule (For SEC use only) There was one report on Form 8-K during the quarter ended October 1, 2000: August 8, 2000: Agreement in principle with its lenders to extend the maturity of its loans from August 31, 2000 to April 3, 2001 12 13 FORM 10-Q CROWN CRAFTS, INC. AND SUBSIDIARIES OCTOBER 1, 2000 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. CROWN CRAFTS, INC. Date: November 15, 2000 /s/ Carl A. Texter -------------------- ------------------------------- CARL A. TEXTER (Chief Accounting Officer) 13