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UNITED STATES 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 28, 2003
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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 0-981
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PUBLIX SUPER MARKETS, INC.
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(Exact name of Registrant as specified in its charter)
Florida 59-0324412
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3300 Airport Road
Lakeland, Florida 33811
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (863) 688-1188
--------------
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 by check mark whether the Registrant is an accelerated filer.
Yes X No _______
--------
The number of shares outstanding of the Registrant's common stock, $1.00 par
value, as of July 31, 2003 was 182,524,909.
Page 1 of 12 pages
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except share amounts)
ASSETS
June 28, 2003 December 28, 2002
------------- -----------------
(Unaudited)
Current Assets
- --------------
Cash and cash equivalents $ 209,926 207,523
Short-term investments 10,181 6,713
Trade receivables 192,221 188,077
Merchandise inventories 900,440 922,243
Deferred tax assets 64,117 57,383
Prepaid expenses 16,149 4,263
---------- ----------
Total Current Assets 1,393,034 1,386,202
---------- ----------
Long-term investments 405,578 377,616
Other noncurrent assets 1,118 950
Property, plant and equipment 4,951,713 4,697,650
Less accumulated depreciation (1,823,106) (1,672,816)
---------- ----------
Net property, plant and equipment 3,128,607 3,024,834
---------- ----------
Total Assets $4,928,337 4,789,602
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts payable $ 709,312 686,634
Accrued contribution to retirement plans 169,613 248,605
Accrued salaries and wages 101,200 63,906
Accrued self-insurance reserves 115,712 102,722
Federal and state income taxes 5,667 16,131
Other 205,212 172,186
---------- ----------
Total Current Liabilities 1,306,716 1,290,184
---------- ----------
Deferred tax liabilities, net 262,174 238,573
Self-insurance reserves 188,171 176,895
Accrued postretirement benefit cost 68,175 69,062
Other noncurrent liabilities 5,493 6,820
Stockholders' Equity
- --------------------
Common stock of $1 par value. Authorized
300,000,000 shares; issued 190,958,556
shares at June 28, 2003 and 189,167,769
shares at December 28, 2002 190,959 189,168
Additional paid-in capital 494,001 421,019
Reinvested earnings 2,670,222 2,397,634
---------- ----------
3,355,182 3,007,821
Less 6,955,729 treasury shares
at June 28, 2003, at cost (264,893) ---
Accumulated other comprehensive earnings 7,319 247
---------- ----------
Total Stockholders' Equity 3,097,608 3,008,068
---------- ----------
Total Liabilities and Stockholders'
Equity $4,928,337 4,789,602
========== ==========
See accompanying notes to condensed consolidated financial statements.
-2-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Three Months Ended
June 28, 2003 June 29, 2002
------------- -------------
(Unaudited)
Revenues
- --------
Sales $ 4,110,358 3,823,975
Other operating income 23,899 23,079
------------ -----------
Total revenues 4,134,257 3,847,054
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold, including certain
store occupancy, warehousing and delivery
expenses 2,982,604 2,772,635
Operating and administrative expenses 906,064 858,384
------------ -----------
Total costs and expenses 3,888,668 3,631,019
------------ -----------
Operating profit 245,589 216,035
------------ -----------
Investment income, net 5,710 2,621
Other income, net 4,968 6,110
------------ -----------
Earnings before income tax expense 256,267 224,766
Income tax expense 94,757 83,317
------------ -----------
Net earnings $ 161,510 141,449
============ ===========
Weighted average number of common
shares outstanding 186,515,735 196,866,501
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ .87 .72
============ ===========
Cash dividends paid per common share $ .40 .33
============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Three Months Ended
June 28, 2003 June 29, 2002
------------- -------------
(Unaudited)
Net earnings $ 161,510 141,449
Other comprehensive earnings
Unrealized gain (loss) on investment
securities available-for-sale,
net of tax effect of $3,360 and
($415) in 2003 and 2002, respectively 5,350 (660)
Reclassification adjustment for net
realized (gain) loss on investment
securities available-for-sale, net
of tax effect of ($62) and $1,332
in 2003 and 2002, respectively (98) 2,120
------------ -----------
Comprehensive earnings $ 166,762 142,909
============ ===========
See accompanying notes to condensed consolidated financial statements.
-3-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Six Months Ended
June 28, 2003 June 29, 2002
------------- -------------
(Unaudited)
Revenues
- --------
Sales $ 8,428,293 8,017,991
Other operating income 49,138 46,724
------------ -----------
Total revenues 8,477,431 8,064,715
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 6,135,591 5,823,580
Operating and administrative expenses 1,809,361 1,723,893
------------ -----------
Total costs and expenses 7,944,952 7,547,473
------------ -----------
Operating profit 532,479 517,242
------------ -----------
Investment income, net 10,902 8,765
Other income, net 10,980 10,834
------------ -----------
Earnings before income tax expense 554,361 536,841
Income tax expense 205,743 200,223
------------ -----------
Net earnings $ 348,618 336,618
============ ===========
Weighted average number of common
shares outstanding 187,514,571 196,893,432
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ 1.86 1.71
============ ===========
Cash dividends paid per common share $ .40 .33
============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Six Months Ended
June 28, 2003 June 29, 2002
------------- -------------
(Unaudited)
Net earnings $ 348,618 336,618
Other comprehensive earnings
Unrealized gain (loss) on investment
securities available-for-sale,
net of tax effect of $4,474 and
($1,178) in 2003 and 2002, respectively 7,125 (1,875)
Reclassification adjustment for net
realized (gain) loss on investment
securities available-for-sale, net
of tax effect of ($33) and $1,488 in
2003 and 2002, respectively (53) 2,369
------------ -----------
Comprehensive earnings $ 355,690 337,112
============ ===========
See accompanying notes to condensed consolidated financial statements.
-4-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
Six Months Ended
June 28, 2003 June 29, 2002
------------- -------------
(Unaudited)
Cash flows from operating activities
- ------------------------------------
Cash received from customers $ 8,484,187 8,072,099
Cash paid to employees and suppliers (7,414,319) (7,111,146)
Dividends and interest received 11,380 13,052
Income taxes paid (203,781) (186,612)
Payment for self-insured claims (100,315) (97,160)
Other operating cash receipts 478 460
Other operating cash payments (4,219) (4,823)
------------ ----------
Net cash provided by operating
activities 773,411 685,870
------------ ----------
Cash flows from investing activities
- ------------------------------------
Payment for property, plant and
equipment (287,633) (335,391)
Proceeds from sale of property, plant
and equipment 7,499 1,370
Payment for investment securities -
available-for-sale (AFS) (147,811) (176,831)
Proceeds from sale and maturity of
investment securities - AFS 117,433 168,242
Net proceeds from joint ventures
and other investments 9,983 17,853
Other, net (190) 19
------------ ----------
Net cash used in investing activities (300,719) (324,738)
------------ ----------
Cash flows from financing activities
- ------------------------------------
Proceeds from sale of common stock 31,812 39,333
Payment for acquisition of common stock (426,515) (324,839)
Dividends paid (75,455) (65,439)
Other, net (131) (131)
------------ ----------
Net cash used in financing activities (470,289) (351,076)
------------ ----------
Net increase in cash and cash equivalents 2,403 10,056
------------ ----------
Cash and cash equivalents at beginning
of period 207,523 211,296
------------ ----------
Cash and cash equivalents at end of period $ 209,926 221,352
============ ==========
See accompanying notes to condensed consolidated financial statements. (Continued)
-5-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts are in thousands)
Six Months Ended
June 28, 2003 June 29, 2002
------------- -------------
(Unaudited)
Reconciliation of net earnings to net cash
provided by operating activities
Net earnings $ 348,618 336,618
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 170,147 148,127
Retirement contributions payable in
common stock 117,571 126,301
Deferred income taxes 12,426 21,900
Loss on sale of property, plant and
equipment 6,236 13,481
(Gain) loss on sale of investments (86) 3,857
Self-insurance reserves in excess of
current payments 24,266 19,093
Postretirement accruals less than
current payments (887) (433)
Decrease in advance purchase allowances (1,544) (3,361)
Other, net 564 (1,531)
Change in cash from:
Trade receivables (4,144) (1,224)
Merchandise inventories 21,803 19,796
Prepaid expenses (11,886) (6,461)
Accounts payable and accrued expenses 100,791 17,996
Federal and state income taxes (10,464) (8,289)
---------- -------
Total adjustments 424,793 349,252
---------- -------
Net cash provided by operating activities $ 773,411 685,870
========== =======
See accompanying notes to condensed consolidated financial statements.
-6-
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying condensed consolidated financial statements included herein
are unaudited; however, in the opinion of management, such information
reflects all adjustments (consisting solely of normal recurring adjustments)
which are necessary for the fair statement of results for the interim period.
These condensed consolidated financial statements should be read in
conjunction with the fiscal 2002 Form 10-K Annual Report of the Company.
2. Due to the seasonal nature of the Company's business, the results for the
three months and six months ended June 28, 2003 are not necessarily
indicative of the results for the entire 2003 fiscal year.
3. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of 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.
4. Certain 2002 amounts have been reclassified to conform with the 2003
presentation.
5. In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 143, "Accounting for Asset Retirement
Obligations," (SFAS 143) effective for fiscal years beginning after June 15,
2002. SFAS 143 addresses the financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. SFAS 143 requires the Company to
record the fair value of an asset retirement obligation as a liability in the
period in which it incurs a legal obligation associated with the retirement
of tangible long-lived assets. The Company would also record a corresponding
asset which is depreciated over the life of the asset. Subsequent to the
initial measurement of the asset retirement obligation, the obligation will
be adjusted at the end of each period to reflect the passage of time and
changes in the estimated future cash flows underlying the obligation. The
adoption of SFAS 143 did not have a material effect on the Company's
financial condition, results of operations or cash flows.
6. In July 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities," (SFAS 146) effective for exit or disposal
activities initiated after December 31, 2002. SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be
recognized at fair value when the liability is incurred rather than at the
date of a commitment to an exit or disposal plan. The adoption of SFAS 146
did not have a material effect on the Company's financial condition, results
of operations or cash flows.
7. In November 2002, the Emerging Issues Task Force (EITF) issued EITF Issue No.
02-16, "Accounting by a Customer (Including a Reseller) for Certain
Consideration Received from a Vendor," (EITF 02-16). EITF 02-16 provides
guidance for the accounting for cash consideration given to a reseller from a
vendor. The adoption of EITF No. 02-16 did not have a material effect on the
Company's financial condition, results of operations or cash flows.
-7-
PUBLIX SUPER MARKETS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------------
Results of Operations
- ---------------------
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents and short-term and long-term investments totaled
approximately $625.7 million at June 28, 2003, compared to $592.7 million at
June 29, 2002. Net cash provided by operating activities was approximately
$773.4 million for the six months ended June 28, 2003, as compared with $685.9
million for the six months ended June 29, 2002. Any net cash in excess of the
amount needed for current operations is invested in short-term and long-term
investments.
Net cash used in investing activities was approximately $300.7 million for
the six months ended June 28, 2003, as compared with $324.7 million for the six
months ended June 29, 2002. The primary use of net cash in investing activities
was funding capital expenditures. During the six months ended June 28, 2003,
capital expenditures totaled approximately $287.6 million. These expenditures
were primarily incurred in connection with the opening of 33 new supermarkets
and remodeling or expanding 34 supermarkets. In addition, the Company closed
seven supermarkets. The net impact of new and closed supermarkets (net new
supermarkets) added an additional 1.5 million square feet in the six months
ended June 28, 2003, a 4.6% increase. Significant expenditures were also
incurred in the expansion of warehouses and new or enhanced information
technology applications. During the six months ended June 29, 2002, capital
expenditures totaled approximately $335.4 million. These expenditures were
primarily incurred in connection with the opening of 29 new supermarkets and
remodeling or expanding 45 supermarkets. In addition, the Company closed ten
supermarkets. Net new supermarkets added an additional .87 million square feet
in the six months ended June 29, 2002, a 2.8% increase. Significant expenditures
were also incurred in the expansion of warehouses, office construction and
enhanced information technology applications.
Capital expenditures for the remainder of 2003, primarily made up of new
supermarkets, expansion of warehouses, remodeling and expanding of certain
existing supermarkets and new or enhanced information technology applications,
are expected to be approximately $312.4 million. This capital program is subject
to continuing change and review. The remaining 2003 capital expenditures are
expected to be financed by internally generated funds, liquid assets or the
committed line of credit described below. In the normal course of operations,
the Company replaces supermarkets and closes supermarkets that are not meeting
performance expectations. The impact of future supermarket closings is not
expected to be material.
Net cash used in financing activities was approximately $470.3 million for
the six months ended June 28, 2003, as compared with $351.1 million for the six
months ended June 29, 2002. The primary use of net cash in financing activities
was funding net common stock repurchases. The Company currently repurchases
common stock at the stockholders' request in accordance with the terms of the
Company's Employee Stock Purchase Plan. Net common stock repurchases totaled
approximately $394.7 million for the six months ended June 28, 2003, as compared
with $285.5 million for the six months ended June 29, 2002. The Company expects
to continue to repurchase its common stock, as offered by its stockholders from
time to time, at its then currently appraised value. However, such purchases are
not required and the Company retains the right to discontinue them at any time.
-8-
The Company paid a cash dividend on its common stock of $.40 per share or
approximately $75.5 million, on June 2, 2003, to stockholders of record as of
the close of business April 1, 2003.
In December 2002, the Company renewed an agreement for a committed line of
credit totaling $100 million. This 364-day line of credit facility is available
to fund liquidity requirements if necessary. The interest rate is based on LIBOR
or prime. There were no amounts outstanding on this line of credit as of June
28, 2003.
Based on the Company's financial position, it is expected that short-term
and long-term borrowings would be readily available to support the Company's
liquidity requirements if needed.
Results of Operations
- ---------------------
Sales for the second quarter ended June 28, 2003, were $4.1 billion as
compared with $3.8 billion in the same quarter in 2002, an increase of $286.4
million or a 7.5% increase. This reflects an increase of $53.5 million or 1.4%
in comparable store sales (supermarkets open for the same weeks in both periods,
including replacement supermarkets) and an increase of $232.9 million or 6.1%
from net new supermarkets since the beginning of the second quarter of 2002.
Additionally, sales for the second quarter of 2003 were positively affected by
the late Easter holiday, which was in the first quarter of 2002.
Sales for the six months ended June 28, 2003, were $8.4 billion as compared
with $8.0 billion in the same period in 2002, an increase of $410.3 million or a
5.1% increase. This reflects a decrease of $48.1 million or .6% in comparable
store sales and an increase of $458.4 million or 5.7% from net new supermarkets
since the beginning of 2002.
Cost of merchandise sold including certain store occupancy, warehousing and
delivery expenses, as a percentage of sales, was approximately 72.6% and 72.5%
for the three months ended June 28, 2003 and June 29, 2002, respectively. These
cost of sales percentages were approximately 72.8% and 72.6% for the six months
ended June 28, 2003 and June 29, 2002, respectively. The small increase in cost
of merchandise sold, as a percentage of sales, was primarily driven by an
increase in store occupancy costs.
Operating and administrative expenses, as a percentage of sales, were
approximately 22.0% and 22.4% for the three months ended June 28, 2003 and June
29, 2002, respectively. The operating and administrative expenses, as a
percentage of sales, were approximately 21.5% for the six months ended June 28,
2003 and June 29, 2002. A decrease in payroll costs was offset by increases in
certain facilities costs and other expenses.
Net earnings were $161.5 million or $.87 per share and $141.4 million or
$.72 per share for the three months ended June 28, 2003 and June 29, 2002,
respectively. Net earnings were $348.6 or $1.86 per share and $336.6 million or
$1.71 per share for the six months ended June 28, 2003 and June 29, 2002,
respectively.
-9-
Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------
From time to time, certain information provided by the Company, including
written or oral statements made by its representatives, may contain
forward-looking information as defined in Section 21E of the Securities Exchange
Act of 1934. Forward-looking information includes statements about the future
performance of the Company, which is based on management's assumptions and
beliefs in light of the information currently available to them. When used, the
words "plan," "estimate," "project," "intend," "believe" and other similar
expressions, as they relate to the Company, are intended to identify such
forward-looking statements. These forward-looking statements are subject to
uncertainties and other factors that could cause actual results to differ
materially from those statements including, but not limited to: competitive
practices and pricing in the food and drug industries generally and particularly
in the Company's principal markets; changes in the general economy; changes in
consumer spending; and other factors affecting the Company's business in or
beyond the Company's control. These factors include changes in the rate of
inflation, changes in state and Federal legislation or regulation, adverse
determinations with respect to litigation or other claims, ability to recruit
and retain employees, ability to construct new stores or complete remodels as
rapidly as planned and stability of product costs. Other factors and assumptions
not identified above could also cause the actual results to differ materially
from those set forth in the forward-looking statements. The Company assumes no
obligation to update publicly these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
The Company does not utilize financial instruments for trading or other
speculative purposes, nor does it utilize leveraged financial instruments. The
Company does not consider to be material the potential losses in future
earnings, fair values and cash flows from reasonably possible near-term changes
in interest rates.
Item 4. Controls and Procedures
- --------------------------------
As of the end of the period covered by this quarterly report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings. There have been no significant
changes in the Company's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the internal
control over financial reporting.
-10-
PUBLIX SUPER MARKETS, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- ----------------------------
As reported in the Company's Form 10-K for the year ended December 28,
2002, the Company is a party in various legal claims and actions considered in
the normal course of business. In the opinion of management, the ultimate
resolution of these legal proceedings will not have a material adverse effect on
the Company's financial condition, results of operations or cash flows.
Item 2. Changes in Securities and Use of Proceeds
- ----------------------------------------------------
Not Applicable.
Item 3. Defaults Upon Senior Securities
- ------------------------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- --------------------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on May 13, 2003,
for the purpose of electing a board of directors. Proxies for the meeting were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and
there were no solicitations in opposition to management's solicitation. All of
management's nominees for directors as listed below were elected. The term of
office of the directors will be until the next annual meeting or until their
successors shall be elected and qualified.
Votes For Votes Withheld
--------- --------------
Carol Jenkins Barnett 152,846,902 597,053
Hoyt R. Barnett 152,821,510 622,445
Joan G. Buccino 151,898,798 1,545,157
William E. Crenshaw 152,829,159 614,796
Mark C. Hollis 152,654,773 789,182
Sherrill W. Hudson 152,633,376 810,579
Charles H. Jenkins, Jr. 152,842,830 601,125
Howard M. Jenkins 152,832,632 611,323
Tina P. Johnson 152,638,420 805,535
E. Vane McClurg 152,864,199 579,756
Kelly E. Norton 151,888,301 1,555,654
Item 5. Other Information
- ----------------------------
Not Applicable.
-11-
Item 6(a). Exhibits
- -------------------
21. Subsidiaries of the Registrant.
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Item 6(b). Reports on Form 8-K
- ------------------------------
The Company filed a report on Form 8-K on August 6, 2003, pursuant to Item
12 ("Results of Operations and Financial Condition"), attaching the Company's
press release dated August 1, 2003.
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.
PUBLIX SUPER MARKETS, INC.
Date: August 6, 2003 /s/ John A. Attaway, Jr.
------------------------------------------
John A. Attaway, Jr., Secretary
Date: August 6, 2003 /s/ David P. Phillips
------------------------------------------
David P. Phillips, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
-12-