<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
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 November 30, 1995
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
Commission File Number: 0-15925
CAPITAL PACIFIC HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-2956559
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
4100 MacArthur Blvd., Suite 200, Newport Beach, CA 92660
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 622-8400
- --------------------------------------------------------------------------------
(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 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 XX No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class and Title of Shares Outstanding as of
Capital Stock January 10, 1996
---------------------------- ------------------------
Common Stock, $.10 Par Value 14,995,000
<PAGE> 2
CAPITAL PACIFIC HOLDINGS, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I - Financial Information:
Item 1 - Financial Statements
Consolidated Balance Sheets -
November 30, 1995 and February 28, 1995 1
Consolidated Statements of Operations for the
Three Months Ended November 30, 1995 and 1994 and 2
the Nine Months Ended November 30, 1995 and 1994
Consolidated Statements of Cash Flows for the
Nine Months Ended November 30, 1995 and 1994 3
Notes to Consolidated Financial Statements 4-8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
Part II - Other Information:
</TABLE>
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
November 30,
1995 February 28,
(Unaudited) 1995
------------ ------------
<S> <C> <C>
Cash and cash equivalents $ 6,016 $ 22,401
Restricted cash 1,313 1,421
Accounts and notes receivable 5,780 3,818
Residential inventories 225,215 167,807
Plant, property and equipment 6,650 5,891
Prepaid expenses and other assets 13,646 13,837
--------- ---------
$ 258,620 $ 215,175
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 33,378 $ 21,516
Notes payable 60,615 29,391
Bonds payable 100,000 100,000
--------- ---------
Total liabilities 193,993 150,907
--------- ---------
Minority Interest 3,832 3,524
Stockholders' equity (deficit):
Common stock, par value $.10 per share, 30,000,000 shares
authorized; 14,995,000 issued and outstanding 1,500 1,500
Additional paid-in capital 211,888 211,888
Accumulated deficit (152,593) (152,644)
--------- ---------
Total stockholders' equity 60,795 60,744
--------- ---------
$ 258,620 $ 215,175
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE> 4
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months Nine months
ended November 30, ended November 30,
------------------------- --------------------------
1995 1994 1995 1994
------- ------- ------- --------
<S> <C> <C> <C> <C>
Revenue:
Sales of homes $30,754 $44,412 $90,094 $106,050
Sales of land and lots 1,355 252 2,088 2,544
Interest and other income 1,449 1,243 2,932 3,335
------- ------- ------- --------
33,558 45,907 95,114 111,929
------- ------- ------- --------
Costs and expenses:
Cost of homes 26,346 36,132 75,890 85,846
Cost of land and lots 946 158 1,416 1,957
Selling, general and administrative 5,230 6,822 17,422 15,976
Minority Interest 183 2,012 307 5,445
Provision for litigation judgment - 1,950 - 1,950
------- ------- ------- --------
32,705 47,074 95,035 111,175
------- ------- ------- --------
Income (loss) before income taxes
and extraordinary gain 853 (1,167) 79 754
Provision for income taxes 303 (396) 28 302
------- ------- ------- --------
Income before extraordinary gain 550 (771) 51 452
Extraordinary gain (net of tax effect) - - - 3,075
------- ------- ------- --------
NET INCOME/(LOSS) $ 550 $ (771) $ 51 $ 3,527
======= ======= ======= ========
Net income/(loss) per common share:
Before extraordinary gain $ 0.04 $ (0.05) $ 0.00 $ 0.03
Extraordinary gain/(loss) 0.00 0.00 0.00 0.21
------- ------- ------- --------
Net income/(loss) $ 0.04 $ (0.05) $ 0.00 $ 0.24
======= ======= ======= ========
Weighted average number of common shares 14,995 14,995 14,995 14,995
======= ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 5
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended
November 30,
---------------------------
1995 1994
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 51 $ 3,527
Adjustments to reconcile net income to net
cash used in operating activities:
Extraordinary gain - (4,713)
Depreciation and amortization 1,022 409
Increase in residential inventories (57,408) (57,756)
(Increase) decrease in receivables, prepaid
expenses and other assets (2,391) 544
Increase in accounts payable and
accrued liabilities 11,862 4,527
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (46,864) (53,462)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant, property and equipment, net (1,103) (5,407)
Purchase of Clark Wilson Homes, Inc. - (3,500)
Decrease in investment in partnerships 50 46
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (1,053) (8,861)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Bond issue proceeds, net - 94,733
Increase (decrease) in minority interest in joint ventures 308 (9,437)
Borrowings from (payments to) notes payable, net 31,224 (10,821)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 31,532 74,475
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (16,385) 12,152
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,401 10,001
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,016 $ 22,153
======== ========
Supplemental disclosure of non-cash transactions:
Note payable reduced by debt forgiveness - $ 4,713
Purchase of Subsidiary - residential inventory - 11,051
Purchase of Subsidiary - other assets - 1,456
Purchase of Subsidiary - goodwill - 3,635
Purchase of Subsidiary - notes payable - 9,952
Purchase of Subsidiary - accounts payable & other liabilities - 2,690
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 6
CAPITAL PACIFIC HOLDINGS, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto included in the Form 10-K for the fiscal year
ended February 28, 1995 of Capital Pacific Holdings, Inc. (the "Company") filed
under the Company's former name J.M. Peters Company, Inc. In the opinion of
management, the financial statements presented herein include all adjustments
(which are solely of a normal recurring nature) necessary to present fairly the
Company's financial position and results of operations. The results of
operations for the nine month period ended November 30, 1995, are not
necessarily indicative of the results that may be expected for the year ending
February 29, 1996.
2. Notes payable:
Notes payable at November 30, 1995 and February 28, 1995, are summarized
as follows (in thousands):
<TABLE>
<CAPTION>
November 30, February 28,
1995 1995
----------- -----------
<S> <C> <C>
Promissory note collateralized by
deeds of trust, including
interest varying from 8% to
prime plus 1.5% $ 2,969 $ 4,878
Notes payable to banks, including
interest varying from prime plus
one percent to prime plus one and
one-quarter percent, maturing before
October 1, 1996 secured by certain
real estate inventories on a
non-recourse basis 22,746 17,011
Notes payable to banks, including interest
at prime plus one percent maturing March
31, 1998 secured by certain real estate
inventories on a recourse basis 32,400 5,002
Promissory note payable to previous owner
of Clark Wilson secured by Stock Pledge
Agreement on a non-recourse basis,
interest at 8% payable contingent upon
performance of the entity acquired 2,500 2,500
------- -------
$60,615 $29,391
======= =======
</TABLE>
4
<PAGE> 7
3. Supplemental Guarantor Information
In connection with the offering in fiscal 1995 of $100,000,000 in
senior unsecured notes (the "Offering"), the Company and certain of its
wholly-owned subsidiaries (Guarantors) jointly, severally, fully and
unconditionally guaranteed such notes. Supplemental condensed combined
financial information of the Company, Guarantors and non-guarantors is
presented as follows. As discussed in Note 3 in Notes To Supplemental Guarantor
Information, these financial statements are prepared using the equity method of
accounting for the Company's and the Guarantors' investments in subsidiaries
and partnerships. This supplemental financial information should be read in
conjuction with the consolidated financial statements.
As Of And For The Nine Months Ended November 30, 1995
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Capital Pacific Non- Total
Holdings, Inc. Guarantors(1) Guarantors(2) Eliminations(4) Consolidated
--------------- ------------- ------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET
Cash $ 1,715 $ 886 $ 3,415 $ 0 $ 6,016
Inventories 154,145 28,006 43,064 225,215
Investment in Partnerships
and subsidiaries(3) 26,862 1,221 38 (26,124) 1,997
Intercompany advances 33,924 0 0 (33,924) 0
Other 17,839 1,267 5,906 380 25,392
-------- ------- ------- -------- --------
Total Assets $234,485 $31,380 $52,423 $(59,668) $258,620
======== ======= ======= ======== ========
Accounts payable and
accrued liabilities $ 23,974 $ 4,116 $ 5,822 $ (534) $ 33,378
Intercompany advances 0 9,054 24,870 (33,924) 0
Notes payable 149,716 2,672 8,227 160,615
Minority interest 0 0 0 3,832 3,832
Shareholders' equity 60,795 15,538 13,504 (29,042) 60,795
-------- ------- ------- -------- --------
Total Liabilities & Equity $234,485 $31,380 $52,423 $(59,668) $258,620
======== ======= ======= ======== ========
STATEMENT OF OPERATIONS
Revenues:
Sales of homes and land $ 17,377 $35,914 $38,891 $ 0 $ 92,182
Interest and other
income, net 925 267 856 2,048
Equity in income of
partnerships and
subsidiaries(3) 2,326 309 38 (1,789) 884
-------- ------- ------- -------- --------
Total Revenues 20,628 36,490 39,785 (1,789) 95,114
-------- ------- ------- -------- --------
Cost of homes and land 15,212 29,681 32,413 77,306
Selling, general and
administrative 6,157 4,874 6,391 17,422
Minority interest 0 0 0 307 307
-------- ------- ------- -------- --------
Income (loss) before
provision (benefit) for
income taxes (741) 1,935 981 (2,096) 79
Provision (benefit) for
income taxes (792) 687 133 28
-------- ------- ------- -------- --------
NET INCOME (LOSS) $ 51 $ 1,248 $ 848 $ (2,096) $ 51
======== ======= ======= ======== ========
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
Capital Pacific Non- Total
Holdings, Inc. Guarantors(1) Guarantors(2) Eliminations(4) Consolidated
--------------- ------------- ------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
Net cash from (used in)
operating activities $(34,423) $(1,589) $(10,544) $(308) $(46,864)
Net cash from (used in)
investment activities (897) 0 (156) 0 (1,053)
Net cash from (used in)
financing activities 31,923 (937) 238 308 31,532
-------- ------- -------- ----- --------
Net increase (decrease)
in cash (3,397) (2,526) (10,462) 0 (16,385)
Cash - beginning of
period 5,112 3,412 13,877 0 22,401
-------- ------- -------- ----- --------
Cash - end of period $ 1,715 $ 886 $ 3,415 $ 0 $ 6,016
======== ======= ======== ===== ========
</TABLE>
6
<PAGE> 9
NOTES TO SUPPLEMENTAL GUARANTOR INFORMATION
(1) Guarantors are Durable Homes, Inc., J.M. Peters Nevada, Inc., and Peters
Ranchland Company, Inc., all wholly-owned subsidiaries of Capital Pacific
Holdings, Inc.
(2) The non-guarantors are:
(a) The limited partnerships in which Peters Ranchland Company, Inc., is
General Partner:
- Ranchland Alicante Development, L.P.
- Ranchland Montilla Development, L.P.
- Ranchland Fairway Estates Development, L.P.
- Ranchland Portola Development, L.P.
(b) The limited partnerships in which Capital Pacific Holdings, Inc., is
General Partner:
- Peters Walnut Estates
(c) The limited partnership in which J.M. Peters Nevada, Inc. and
Durable Homes, Inc. are General Partners:
- Taos Estates, L.P.
(d) The limited partnerships in which J.M. Peters California, Inc., is a
General Partner:
- J.M.P. Mulholland Estates I, L.P.*
- J.M.P. Mulholland Estates II, L.P.*
(e) Certain wholly-owned subsidiaries of Capital Pacific Holdings, Inc.:
- Newport Design Center, Inc.
- Capital Pacific Communities, Inc.
- Durable Homes of California, Inc.
- Capital Pacific Mortgage, Inc.
- J.M. Peters Arizona, Inc.*
- Clark Wilson Homes, Inc.*
- Fairway Financial Corporation
- Parkland Estates, Inc.
- J.M. Peters California, Inc.*
* The non-guarantors marked by an asterisk are expected to complete the
process of becoming Guarantors in fiscal year 1996.
7
<PAGE> 10
NOTES TO SUPPLEMENTAL GUARANTOR INFORMATION (CONT.)
(3) Investments in partnerships and subsidiaries are accounted for by the
Company and the Guarantors on the equity method for purposes of the
supplemental combining presentation. The following partnerships are not
consolidated in the financial statements and are not guarantors:
- Bayhill Escrow, Inc.
- J.M.P. Harbor View, L.P.
- J.M.P. Canyon Estates, L.P.
(4) The elimination entries eliminate investments in subsidiaries,
partnerships and intercompany balances.
8
<PAGE> 11
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
FINANCIAL CONDITION
In August 1995 the Company successfully completed negotiations with its
principal bank lender (the "Bank") increasing total contingent availability
under all credit facilities with the Bank from $50 million to $90 million. As
of November 30, 1995 the Company has in place three separate facilities (the
"Facilities") with the Bank as follows:
- $25 million Non-Recourse Secured Acquisition and Development line of
credit ("A & D Line")
- $40 million Recourse Secured Production line of credit ("Recourse
Production Line")
- $25 million Non-Recourse Secured Production line of credit
("Non-Recourse Production Line")
At November 30, 1995 the Company had utilized $8.8 million of the A & D Line,
$32.4 million of the Recourse Production Line and $6.0 million of the
Non-Recourse Production Line. The availability of the Facilities is limited by
covenants in the Indenture governing the Offering and in the agreements
governing the Facilities. In addition to the Facilities, the Company has
separate non-recourse bank lines for its operations in Nevada, Texas and
Arizona. The total contingent availability of the Facilities and the Company's
other bank lines is approximately $111 million.
For the nine months ended November 30, 1995, the Company closed the sale of 705
homes and 7 land lots. This amount includes 62 homes closed in unconsolidated
joint ventures. The Company, at November 30, 1995 had in excess of 850 homes
under construction. This construction activity is currently being financed out
of Company cash, bank financing and the existing joint ventures with CalPERS.
The Company anticipates that it will continue to utilize bank financing to
cover liquidity needs in excess of Company cash in the event this approximate
level of construction activity continues.
The Company expects that cash flow generated from operations and additional
financing permitted by the terms of the Indenture will be sufficient to cover
the debt service on the Offering, the Facilities and the Company's other bank
lines for the foreseeable future.
9
<PAGE> 12
BALANCE SHEET ITEMS
Cash and cash equivalents decreased to $6.0 million at November 30, 1995 from
$22.4 million at February 28, 1995 due to the increased construction activity
net of additional construction loan borrowings. The Company anticipates that
the level of cash from the Company's ongoing business operations and
additional financing permitted by the terms of the Indenture is sufficient to
meet its cash needs for the foreseeable future.
Residential inventories increased from $167.8 million at February 28, 1995 to
$225.2 million at November 30, 1995. The increase is due to the progress made
on the over 850 homes under construction.
Due to the increased construction activity, accounts payable and accrued
liabilities increased to $33.4 million at November 30, 1995 from $21.5 million
at February 28, 1995. Notes payable increased from $29.4 million at February
28, 1995 to $60.6 million at November 30, 1995 due principally to increased
construction borrowing.
RESULTS OF OPERATIONS
THIRD QUARTER OF FISCAL 1996 COMPARED WITH THE THIRD QUARTER OF FISCAL 1995:
Revenues from home sales for the third quarter of fiscal 1996 and the third
quarter of fiscal 1995 were $30.7 million and $44.4 million, respectively,
reflecting a decrease of $13.7 million from the corresponding period of fiscal
1995. Home closings for the third quarter of fiscal 1996 were 236 versus 252
homes during the third quarter of fiscal 1995. While unit closings decreased
slightly, the decreased revenues mainly represent the lower average sales
prices in the Arizona, Nevada and Texas operations compared to California. The
home closings include 30 homes in unconsolidated joint venture operations
during the third quarter of fiscal 1996 and 0 homes in unconsolidated joint
venture operations during the third quarter of fiscal 1995. The revenue
figures for fiscal 1996 do not include such closings.
Cost of sales for the three months ended November 30, 1995 was $27.3 million
versus $36.3 million for the three months ended November 30, 1994. These
figures result in a gross profit margin of 15.0 percent in fiscal 1996 as
compared to 18.8 percent in fiscal 1995. The lower margins are primarily a
result of lower average margins of homes closed in the Arizona, Nevada and
Texas operations compared to California.
Selling, general and administrative expense decreased $1.6 million or 23% for
the third quarter of fiscal 1996 as compared to the third quarter of fiscal
1995. This decrease is due in part to the Company's continued efforts to
reduce costs and in part to the decrease in home sales.
Minority interest expense was $183 thousand for the third quarter of fiscal
1996 compared to $2.0 million for the third quarter of fiscal 1995. The
decrease was due to the decreased number of closings in the Company's
consolidated joint venture projects.
10
<PAGE> 13
The Company posted no provision for litigation judgment for the three months
ended November 30, 1995. A provision for litigation judgment of $1.95 million
was posted for the three months ended November 30, 1994 resulting
from the settlement of litigation regarding 1989 and 1990 sales activity during
the tenure of management appointed by the previous owners of the Company.
As a result of the foregoing factors the Company posted net income of $550
thousand for the three months ended November 30, 1995 compared to a net loss of
$771 thousand for the three months ended November 30, 1994.
For the third quarter of fiscal 1996 the Company recorded 264 net orders (homes
contracted for sale, less cancellations) which was 39 homes greater than in the
comparable quarter of fiscal 1995. The Company had 549 homes in its backlog
(homes under contract but not closed) at November 30, 1995, which was an
increase of 245 homes over the Company's backlog at November 30, 1994.
FIRST NINE MONTHS OF FISCAL 1996 COMPARED WITH THE FIRST NINE MONTHS OF FISCAL
1995:
Revenues from housing sales for the first nine months of fiscal 1996 and the
first nine months of fiscal 1995 were $90.1 million and $106.1 million,
respectively, reflecting a decrease of $16.0 million from the corresponding
period of fiscal 1995. Home closings for the first nine months of fiscal 1996
were 705 versus 617 homes during the first nine months of fiscal 1995. While
unit closings increased, the decreased revenues represent the lower average
sales prices in the Nevada and Texas operations compared to California. The
home closings include 62 homes in unconsolidated joint venture operations
during the first nine months of fiscal 1996 and 0 homes in unconsolidated joint
venture operations during the first nine months of fiscal 1995. The revenue
figures for fiscal 1996 do not include such closings.
Cost of sales for the nine months ended November 30, 1995 was $77.3 million
versus $87.8 million for the nine months ended November 30, 1994. These
figures result in a gross profit margin of 16.1 percent in fiscal 1996 as
compared to 19.2 percent in fiscal 1995. The lower margins are primarily a
result of lower average margins of homes closed in the Arizona, Nevada and
Texas operations compared to California.
Selling, general and administrative expense increased $1.4 million or 9% for
the first nine months of fiscal 1996 as compared to the first nine months of
fiscal 1995. This increase is due to the acquisition of Clark Wilson in
September of 1994. Clark Wilson added $5.0 million of sales, general and
administrative expense to the consolidated group during the first nine months
of fiscal 1996.
Minority interest expense was $307 thousand for the nine months ended November
30, 1995 compared to $5.4 million for the nine months ended November 30, 1994.
The decrease was due to the decreased number of closings in the Company's
consolidated joint venture projects. The decrease in joint venture activity is
due to the Company's increased ability to finance projects without joint
venture partners.
11
<PAGE> 14
The Company posted no extraordinary gain for the nine months ended November 30,
1995. An extraordinary gain of approximately $4.7 million ($3.1 million net of
income taxes) was recorded for the nine month period ended November 30, 1994
resulting from the retirement of a construction loan and interest due thereon
at less than the book amount of the liability.
The Company posted no provision for litigation judgment for the nine months
ended November 30, 1995. A provision for litigation judgment of $1.95 million
was posted for the nine months ended November 30, 1994 resulting from
the settlement of litigation regarding 1989 and 1990 sales activity during the
tenure of management appointed by the previous owners of the Company.
As a result of the foregoing factors the Company posted net income of $51
thousand for the nine months ended November 30, 1995 compared to net income of
$3.5 million for the nine months ended November 30, 1994.
For the first nine months of fiscal 1996 the Company recorded 822 net orders
(homes contracted for sale, less cancellations) which was 315 homes greater
than in the comparable period of fiscal 1995. The Company had 549 homes in its
backlog (homes under contract but not closed) at November 30, 1995, which was
an increase of 245 homes over the Company's backlog at November 30, 1994.
12
<PAGE> 15
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.
CAPITAL PACIFIC HOLDINGS, INC.
Date: February 16, 1996 BY: /s/ HADI MAKARECHIAN
-----------------------------------
Hadi Makarechian, Chairman and
Chief Executive Officer
Date: February 16, 1996 BY: /s/ ANTHONY M. LAUGHLIN
-----------------------------------
Anthony M. Laughlin, Vice President
and Chief Financial Officer
(Principal Financial Officer)
13
