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 the quarterly period ended September 30, 2003
[ ] 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. 0-10634
---------------------------
Nevada Chemicals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Utah 87-0351702
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9149 So. Monroe Plaza Way, Suite B
Sandy, Utah 84070
(Address of principal executive offices, zip code)
(801) 984-0228 (Registrant's
telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
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
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
The number of shares outstanding of the registrant's par value $0.001
Common Stock as of October 28, 2003 was 6,807,919.
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Nevada Chemicals, Inc.
Form 10-Q
Table of Contents
Page No.
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Part I Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30,
2003 and December 31, 2002 1
Condensed Consolidated Statements of Income for the Three
Months Ended September 30, 2003 and September 30, 2002 2
Condensed Consolidated Statements of Income for the Nine
Months Ended September 30, 2003 and September 30, 2002 3
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2003 and September 30, 2002 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosure About Market Risk 10
Item 4. Controls and Procedures 10
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NEVADA CHEMICALS, INC.
Condensed Consolidated Balance Sheets
(In Thousands)
September 30, December 31,
ASSETS 2003 2002
---------------------------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 9,639 $ 6,612
Short-term investments 1,503 4,026
Receivables 55 99
Prepaid expenses 22 41
Current portion of notes receivable 451 319
---------------------------------
Total current assets 11,670 11,097
Investment in and advances to joint
venture 12,621 12,919
Property and equipment, net 31 38
Notes receivable 186 407
Other assets 210 231
---------------------------------
$ 24,718 $ 24,692
=================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities - accounts payable
and accrued expenses $ 1,517 $ 1,097
Deferred income taxes 1,524 1,584
---------------------------------
Total liabilities 3,041 2,681
---------------------------------
Stockholders' Equity:
Common stock 7 7
Capital in excess of par value 3,512 4,295
Accumulated other comprehensive
(loss) income (14) 13
Retained earnings 18,172 17,696
---------------------------------
Total stockholders' equity 21,677 22,011
---------------------------------
$ 24,718 $ 24,692
=================================
See accompanying notes to condensed consolidated financial statements
1
NEVADA CHEMICALS, INC.
Condensed Consolidated Statements of Income
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
Three Months Ended September 30
2003 2002
---------------------------------
Revenues:
Equity in earnings of joint venture $ 829 $ 1,273
Other 196 221
---------------------------------
Total revenues 1,025 1,494
General and administrative expenses 136 501
---------------------------------
Income before provision for income taxes 889 993
Provision for income taxes 311 349
---------------------------------
Net income $ 578 $ 644
=================================
Earnings per common share:
Basic $ 0.08 $ 0.09
=================================
Diluted $ 0.08 $ 0.09
=================================
Weighted average number of shares outstanding
Basic 6,808,000 7,199,000
Diluted 6,945,000 7,360,000
See accompanying notes to condensed consolidated financial statements
2
NEVADA CHEMICALS, INC.
Condensed Consolidated Statements of Income
(In Thousands, Except Share and Per Share Amounts)
(Unaudited)
Nine Months Ended September 30
2003 2002
---------------------------------
Revenues:
Equity in earnings of joint venture $ 1,702 $ 2,320
Other 587 653
---------------------------------
Total revenues 2,289 2,973
General and administrative expenses 509 1,062
---------------------------------
Operating income 1,780 1,911
Other income - gain on sale of assets - 460
---------------------------------
Income before provision for income taxes 1,780 2,371
Provision for income taxes 623 843
---------------------------------
Net income $ 1,157 $ 1,528
=================================
Earnings per common share:
Basic $ 0.17 $ 0.21
=================================
Diluted $ 0.16 $ 0.21
=================================
Weighted average number of shares outstanding
Basic 6,902,000 7,206,000
Diluted 7,034,000 7,366,000
See accompanying notes to condensed consolidated financial statements
3
NEVADA CHEMICALS, INC.
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Nine Months Ended September 30
2003 2002
---------------------------------
Cash flows from operating activities:
Net income $ 1,157 $ 1,528
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 7 31
Equity in earnings of joint venture (1,702) (2,320)
Gain on sale of assets - (460)
Other - 219
Changes in assets and liabilities:
Receivables 44 835
Prepaid expenses 19 24
Other assets 21 27
Accounts payable and accrued
expenses 19 (516)
---------------------------------
Net cash used in operating activities (435) (632)
---------------------------------
Cash flows from investing activities:
Distributions from joint venture 2,000 1,000
Net sales (purchases) of short-term
investments 2,496 (2,998)
Increase in note receivable - related
party - (1,000)
Payments of notes receivable 89 1,461
Proceeds from sale of assets - 460
---------------------------------
Net cash provided by (used in)
investing activities 4,585 (1,077)
---------------------------------
Cash flows from financing activities:
Purchase of treasury stock (783) (56)
Cash dividends paid (340) -
---------------------------------
Net cash used in financing activities (1,123) (56)
---------------------------------
Net increase (decrease) in cash 3,027 (1,765)
Cash and cash equivalents, beginning of period 6,612 7,011
---------------------------------
Cash and cash equivalents, end of period $ 9,639 $ 5,246
=================================
See accompanying notes to condensed consolidated financial statements
4
NEVADA CHEMICALS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The interim financial information of Nevada Chemicals, Inc. (the
"Company") for the three-month and nine-month periods ended September 30, 2003
and September 30, 2002 included herein is unaudited, and the balance sheet as of
December 31, 2002 is derived from audited financial statements. These condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial statements. Accordingly, they do not include all the information and
disclosures normally required by accounting principles generally accepted in the
United States for complete financial statements. Such financial information
reflects all adjustments, which are, in the opinion of management, necessary for
a fair presentation of results for the interim periods. These adjustments are of
a normal recurring nature.
The results of operations for the nine-month period ended September 30,
2003 are not necessarily indicative of the results to be expected for the full
year.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - For purposes of the statement of cash
flows, cash includes all cash and investments with original maturities to the
Company of three months or less.
Short-Term Investments - Investments with scheduled maturities greater
than three months but not greater than one year are recorded as short-term
investments. These investments at September 30, 2003 consisted primarily of
certificates of deposit classified by management as available for sale, and are
recorded at fair value with net unrealized gains or losses reported within
stockholders' equity. Realized gains and losses are included in the statements
of income.
Earnings per Common Share - The computation of basic earnings per
common share is based on the weighted average number of shares outstanding
during the period. The computation of diluted earnings per common share is based
on the weighted average number of shares outstanding during the period plus the
weighted average common stock equivalents which would arise from the exercise of
stock options outstanding using the treasury stock method and the average market
price per share during the period.
The shares used in the computation of the Company's basic and diluted
earnings per share are reconciled as follows:
Three Months Ended Nine Months Ended
Sept. 30 Sept. 30
2003 2002 2003 2002
- --------------------------------------------------------------------------------
Weighted average number of
shares outstanding - basic 6,808,000 7,199,000 6,902,000 7,206,000
Dilutive effect of stock options 137,000 161,000 132,000 160,000
--------- --------- --------- ---------
Weighted average number of
shares outstanding - diluted 6,945,000 7,360,000 7,034,000 7,366,000
========= ========= ========= =========
5
Stock-Based Compensation - For stock options granted to employees, the
Company utilizes the footnote disclosure provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123 encourages entities to adopt a fair-value based method of
accounting for stock options or similar equity instruments. However, it also
allows an entity to continue measuring compensation cost for stock-based
compensation using the intrinsic-value method of accounting prescribed by
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees. The Company has elected to continue to apply the provisions of APB 25
and provide pro forma footnote disclosures required by SFAS No. 123 as
applicable. The pro forma footnote disclosures required by SFAS No. 123 were not
applicable during the periods presented as no options were granted or vested
during the periods presented.
NOTE 3. INVESTMENT IN JOINT VENTURE
The Company, through its wholly owned subsidiary, Winnemucca Chemicals,
Inc., has a fifty percent interest in Cyanco Company ("Cyanco"), a non-corporate
joint venture engaged in the manufacture and sale of liquid sodium cyanide. The
Company accounts for its investment in Cyanco using the equity method of
accounting. Summarized financial information for Cyanco is as follows (amounts
in thousands):
Three Months Ended Nine Months Ended
Sept. 30 Sept. 30
2003 2002 2003 2002
- --------------------------------------------------------------------------------
Revenues $ 8,328 $ 8,932 $ 21,198 $ 22,243
Costs and expenses 6,670 6,386 17,794 17,603
Net income before taxes 1,658 2,546 3,404 4,640
Company's equity in earnings 829 1,273 1,702 2,320
NOTE 4. PURCHASE AND RETIREMENT OF COMMON STOCK
In November 2001, the Company's Board of Directors authorized a stock
repurchase plan that provides for the purchase of up to 500,000 shares of the
Company's currently issued and outstanding shares of common stock. Purchases
under the stock repurchase plan may be made from time to time at various prices
in the open market, through block trades or otherwise. These purchases may be
made or suspended by the Company from time to time, without prior notice, based
on market conditions or other factors.
During the nine-month period ended September 30, 2003, the Company
purchased and retired 251,224 shares of its common stock with a total cost basis
to the Company of $783,000. During the nine-month period ended September 30,
2002, the Company purchased and retired 20,297 shares of its common stock with a
total cost basis to the Company of $56,000.
During the nine-month period ended September 30, 2002, the Company
retired 101,411 shares of treasury stock with a cost basis to the Company of
$571,000. These shares had been acquired in November 2001 from former employees
in connection with the sale of the Company's explosives business.
6
NOTE 5. DIVIDENDS
In June 2003, the Company paid a cash dividend of $.05 per share on a
total of 6,807,919 outstanding shares, for an aggregate of approximately
$340,000.
In September 2003, the Company declared a cash dividend of $.05 per
share on a total of 6,807,919 outstanding shares of record as of September 29,
2003, payable on October 13, 2003. As of September 30, 2003, dividends payable
of approximately $340,000 were included in accounts payable and accrued expenses
in the accompanying condensed consolidated balance sheet.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The Company's operations consist primarily of the Company's
proportionate share of the operating results from its 50% interest in Cyanco
Company, a non-corporate joint venture, management fee income from Cyanco,
investment income earned on cash and cash equivalents and short-term
investments, and corporate overhead, costs and expenses. Since the Company does
not own more than 50% of Cyanco, the financial statements of Cyanco are not
consolidated with the financial statements of the Company. Summarized financial
information for Cyanco for the three-month and nine-month periods ended
September 30, 2003 and 2002 is presented in Note 3 to the Company's unaudited
condensed consolidated financial statements.
In March 2002, Cyanco announced that it had reached an agreement with
FMC Corporation ("FMC") to purchase its customer contracts and certain
distribution and storage assets related to FMC's sodium cyanide business. As a
result of this transaction, FMC exited the business, ending its role as a
supplier of sodium cyanide to the Nevada gold mining industry. Cyanco began
supplying customers under the FMC contracts in April 2002. The results of
operations for the nine months ended September 30, 2002 reflect the acquired
operations for the period subsequent to the acquisition.
Results of Operations
Three Months Ended September 30, 2003
- -------------------------------------
Cyanco revenues decreased $604,000, or 7%, in the three months ended
September 30, 2003 compared to the three months ended September 30, 2002. The
decrease in revenues during the quarter is due to three factors: (1) lower sales
prices in the current year resulting from market pressures; (2) an overall
decrease in gold production in Nevada in the current year; and (3) certain
customers decreasing purchases during scheduled maintenance of mining facilities
in 2003. Cyanco costs and expenses increased $284,000, or 4%, in the three
months ended September 30, 2003 compared to the three months ended September 30,
2002. The increase in total costs and expenses resulted primarily from the
increase in certain key raw material costs compared to the same period of last
year. As a result, Cyanco net income before taxes decreased $888,000, or 35%,
during the three months ended September 30, 2003 compared to the three months
ended September 30, 2002. Similarly, the Company's equity in earnings of Cyanco
decreased $444,000 or 35%.
7
Other revenues decreased $25,000, or 11%, in the three months ended
September 30, 2003 compared to the three months ended September 30, 2002. The
decrease is due primarily to the sale of the Company's office building in
November 2002. Rental income for the three months ended September 30, 2002 was
$39,000.
General and administrative expenses decreased $365,000, or 73%, in the
three months ended September 30, 2003 compared to the three months ended
September 30, 2002. Of this decrease $206,000 resulted from compensation expense
incurred in the third quarter of 2002 to two members of the Company's Board of
Directors for services and the directors' surrender of all their outstanding
stock options. No such compensation to directors was incurred in the third
quarter of the current year. In addition, the Company recorded bad debt expense
of $94,000 in the three months ended September 30, 2002. In the three months
ended September 30, 2003, the Company recovered $14,000 of the bad debts, which
was recorded as a reduction of general and administrative expenses. General and
administrative expenses also decreased in the current year third quarter due to
the elimination of operating expenses and depreciation expense of the office
building sold in November 2002.
Nine Months Ended September 30, 2003
- ------------------------------------
Cyanco revenues decreased $1,045,000, or 5%, in the nine months ended
September 30, 2003 compared to the nine months ended September 30, 2002. The
decrease in revenues is due to three factors: (1) lower sales prices in the
current year resulting from market pressures; (2) an overall decrease in gold
production in Nevada in the current year; and (3) certain customers decreasing
purchases during scheduled maintenance of mining facilities in 2003. These
decreases in revenues were partially offset by increased revenues from the
additional volume of sodium cyanide supplied by Cyanco to customers under
contracts acquired from FMC in April 2002. Cyanco costs and expenses increased
$191,000, or 1%, in the nine months ended September 30, 2003 compared to the
nine months ended September 30, 2002, primarily due to the increase in certain
key raw material costs compared to the same period of last year. As a result,
Cyanco net income before taxes decreased $1,236,000 or 27%, during the nine
months ended September 30, 2003 compared to the nine months ended September 30,
2002. Similarly, the Company's equity in earnings of Cyanco decreased $618,000
or 27%.
Other revenues decreased $66,000, or 10%, in the nine months ended
September 30, 2003 compared to the nine months ended September 30, 2002. The
decrease is due to the reduction in rental income as a result of the sale of the
Company's office building in November 2002. Rental income for the nine months
ended September 30, 2002 was $109,000. The decrease in other revenues in the
nine months ended September 30, 2003 was offset by an increase of $60,000 in
investment income earned on the Company's cash equivalents and short-term
investments compared to the nine months ended September 30, 2002. This increase
in investment income is due to the increase in the amount invested in the
current year. At September 30, 2003, cash and cash equivalents and short-term
investments totaled $11,142,000 compared to $8,254,000 at September 30, 2002.
General and administrative expenses decreased $553,000 or 52%, in the
nine months ended September 30, 2003 compared to the nine months ended September
30, 2002. Of this decrease $206,000 resulted from compensation expense incurred
in the third quarter of 2002 to two members of the Company's Board of Directors
for services and the directors' surrender of all their outstanding stock
options. No such compensation to directors was incurred in the third quarter of
the current year. In addition, $219,000 of the decrease relates to the bad debt
8
expense recorded by the Company during the nine months ended September 30, 2002.
In the nine months ended September 30, 2003, the Company recovered $42,000 of
the bad debts, which was recorded as a reduction of general and administrative
expenses. Also, $41,000 of the decrease is due to the elimination of operating
expenses and depreciation expense associated with the office building sold in
November 2002.
Other non-operating income for the nine months ended September 30, 2002
of $460,000 consists of the net cash proceeds to the Company from the sale of
the assets of its West Africa joint venture in June 2002.
Liquidity and Capital Resources
At September 30, 2003, the liabilities of the Company consisted of
current liabilities and deferred income taxes. Current liabilities at September
30, 2003 consisted of accounts payable and accrued expenses totaling $1,517,000,
including accrued dividends of $340,000, with the remainder comprised primarily
of accrued income taxes. These current liabilities compare favorably to total
current assets of $11,670,000 as of September 30, 2003. Current assets are
comprised primarily of cash and cash equivalents of $9,639,000 and short-term
investments that are available for sale of $1,503,000.
Cash in excess of short-term operating needs has been invested
primarily in interest bearing investment accounts with maturities ranging from
30 days to one year. The Board of Directors of the Company is currently
evaluating alternative uses for the cash of the Company, including dividends to
shareholders, continuing a stock buy-back program, optimizing short-term
investment results, diversification of the Company's business, further
investment in Cyanco, and other strategies.
Net cash used in operating activities for the nine months ended
September 30, 2003 was $(435,000) compared to net cash used in operating
activities of $(632,000) for the nine months ended September 30, 2002. The
equity in earnings of Cyanco, a non-cash item, is subtracted from net income to
arrive at net cash used in operations in the accompanying condensed consolidated
statements of cash flows. The decrease in net cash used in operating activities
during the first nine months of 2003 is primarily due to less equity in earnings
of Cyanco subtracted during the first nine months of 2002 compared to the first
nine months of 2002, partially offset by the collection of receivables during
the first nine months of 2002.
Net cash provided by investing activities for the nine months ended
September 30, 2003 was $4,585,000 compared to net cash used in investing
activities of $(1,077,000) for the nine months ended September 30, 2002. During
the first nine months of 2003, the Company received $2,000,000 in distributions
from Cyanco, $2,496,000 net proceeds from the sale of short-term investments and
$89,000 from the collection of notes receivable. The use of cash in the first
nine months of 2002 is attributable to net purchases of short-term investments
of $2,998,000 and an advance to Cyanco of $1,000,000, offset by the receipt of a
$1,000,000 distribution from Cyanco, and $1,461,000 from the collection of notes
receivable and $460,000 in proceeds from the sale of assets. The advance to
Cyanco was repaid with interest within a period of two months.
Net cash used in financing activities for the nine months ended
September 30, 2003 and 2002 included $(783,000) and $(56,000), respectively,
used to purchase and retire shares of the Company's common stock. Net cash used
in financing activities for the nine months ended September 30, 2003 also
included $(340,000) used to pay cash dividends to shareholders.
9
The Company has retained all contingent liabilities relating to an
ongoing audit by the Canada Customs and Revenue Agency (CCRA) of previously
filed tax returns in Canada. In the initial phases of the audit, CCRA has taken
a position on certain matters different than that taken by the Company. The
Company, based on consultation with its professional tax advisors in Canada,
believes that the facts and circumstances support the position taken by the
Company and continues discussions and negotiations with CCRA. The Company
believes that amounts accrued and included in accounts payable and accrued
expenses at September 30, 2003 are adequate for the resolution of the audit by
CCRA. However, there can be no assurance that such costs will not exceed the
current estimate.
The Company considers its cash resources sufficient to meet the
operating needs of its current level of business for the next twelve months.
Forward Looking Statements
Within this Quarterly Report on Form 10-Q, there are forward-looking
statements made in an effort to inform the reader of management's expectation of
future events. These expectations are subject to numerous factors and
assumptions, any one of which could have a material effect on future results.
The factors which may impact future operating results include, but are not
limited to, decisions made by Cyanco's customers as to the continuation,
suspension or termination of mining activities in the area served by Cyanco,
changes in world supply and demand for commodities, particularly gold and
energy-related raw materials such as natural gas, ammonia, caustic soda and
electricity; the Company's ability to successfully compete in its marketplace;
political, environmental, regulatory, economic and financial risks; major
changes in technology which could affect the mining industry as a whole or which
could affect sodium cyanide specifically; and the continued availability of
qualified technical and other professional employees of the Company and Cyanco.
The Company believes it is taking appropriate actions in order to address these
and other factors previously disclosed; however, some of the risks are outside
the control of the Company, and the actions taken by the Company may not be
sufficient to avoid the adverse consequences of one or more of the risks.
Consequently, the actual results could differ materially from those indicated in
the statements made.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
A significant portion of the Company's cash equivalents and short-term
investments bear variable interest rates that are adjusted to market conditions.
Changes in market rates will affect interest earned on these instruments and
potentially the market value of the principal of these instruments. However, the
Company does not utilize derivative instruments to offset the exposure to
interest rates. The cash equivalents and short-term investments are placed in a
variety of products with different institutions. Significant changes in interest
rates may have a material impact on the Company's consolidated results of
operations.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Based on their evaluations as of September 30, 2003, the principal
executive officer and principal financial officer of the Company have concluded
that the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to
ensure that information required to be disclosed by the Company in reports that
the Company files or submits under the Securities Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the SEC.
10
(b) Changes in internal controls
There were no significant changes in the Company's internal controls
over financial reporting or in other factors that could significantly affect
these internal controls subsequent to the date of their most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
1. Exhibits
Exhibit 31.1 - Certification of principal executive officer
pursuant to Rule 13a -14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification of principal financial officer
pursuant to Rule 13a -14(a) of the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification of principal executive officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002
Exhibit 32.2 - Certification of principal financial officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002
Exhibit 99.1 - Press Release Dated October 28, 2003
2. Reports on Form 8-K
None
11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
NEVADA CHEMICALS, INC.
(Registrant)
October 28, 2003 /s/ John T. Day
- ------------------ ----------------
(Date) John T. Day,
President
(principal executive officer)
October 28, 2003 /s/ Dennis P. Gauger
- ---------------- ---------------------
(Date) Dennis P. Gauger,
Chief Financial Officer
(principal financial and
accounting officer)
12