UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FIRST QUARTER ENDED JANUARY 27, 2001
Commission File Number 0-934
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B.B. WALKER COMPANY
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(Exact name of registrant as specified in its charter)
North Carolina 56-0581797
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
414 East Dixie Drive, Asheboro, NC 27203
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (336) 625-1380
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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
--- ---
On March 6, 2001, 1,735,114 shares of the Registrant's voting common stock
with a par value of $1.00 per share were outstanding.
Cover
B.B. WALKER COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited) (Audited)
January 27, October 28,
Assets 2001 2000
------ ----------- -----------
Cash $ 1 $ 1
Accounts receivable, less allowance
for doubtful accounts of $450 in
2001 and $495 in 2000 3,402 5,271
Inventories 6,191 6,930
Prepaid expenses 504 550
Property held for sale 889 889
Deferred income tax benefit, current - 719
------- -------
Total current assets 10,987 14,360
Property, plant and equipment, net of
accumulated depreciation and amortization
of $5,494 in 2001 and $6,812 in 2000 849 1,320
Other assets 124 109
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$ 11,960 $ 15,789
======= =======
(Continued)
1
B.B. WALKER COMPANY
CONSOLIDATED BALANCE SHEETS, Continued
(In thousands, except share data)
(Unaudited) (Audited)
January 27, October 28,
Liabilities and Shareholders' Equity 2001 2000
------------------------------------ ----------- -----------
Borrowings under finance agreement $ 3,852 $ 5,710
Current portion of long-term obligations 615 2,202
Accounts payable, trade 2,683 3,497
Accrued salaries, wages and bonuses 250 333
Other accounts payable and accrued liabilities 378 552
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Total current liabilities 7,778 12,294
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Long-term obligations 1,031 1,158
Minority interests in consolidated subsidiary 31 31
Shareholders' equity:
7% cumulative preferred stock, $100 par value,
1,150 shares authorized, 828 shares issued
and outstanding in 2001 and 2000 83 83
Common stock, $1 par value, 6,000,000 shares
authorized, 1,735,114 shares in 2001 and
1,745,954 in 2000 issued and outstanding 1,735 1,746
Capital in excess of par value 2,706 2,712
Retained deficit (1,350) (2,177)
Shareholders' loans (54) (58)
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Total shareholders' equity 3,120 2,306
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$ 11,960 $ 15,789
======= =======
The accompanying notes to consolidated financial statements are an integral
part of these consolidated financial statements.
2
B.B. WALKER COMPANY
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In thousands, except per share data)
(Unaudited)
First Quarter
Ended
------------------------
January 27, January 29,
2001 2000
----------- -----------
Net sales $ 4,341 $ 4,975
Gain on sale of property (Note 7) 2,041 -
Interest and other income 7 17
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Total revenues 6,389 4,992
------- -------
Cost of products sold 3,416 3,741
Selling and administrative expenses 1,401 1,562
Depreciation and amortization 31 40
Interest expense 175 244
------- -------
Total costs and expenses 5,023 5,587
------- -------
Income (loss) before income taxes and minority
interest 1,366 (595)
Provision for income taxes 537 -
Minority interest (1) (1)
------- -------
Net income (loss) 828 (596)
------- -------
Retained deficit, beginning of quarter (2,177) (400)
Dividends on preferred stock (1) (1)
------- -------
Retained deficit, end of quarter $ (1,350) $ (997)
======= =======
Net income (loss) per share:
Basic $ .48 $ (.34)
======= =======
Diluted $ .47 $ (.34)
======= =======
Weighted average common shares outstanding:
Basic 1,736 1,746
======= =======
Diluted 1,746 1,746
======= =======
The accompanying notes to consolidated financial statements are an integral
part of these consolidated financial statements.
3
B.B. WALKER COMPANY
CONSOLIDATED CASH FLOWS STATEMENTS
(In thousands)
(Unaudited)
First Quarter
Ended
------------------------
January 27, January 29,
2001 2000
----------- -----------
Cash Flows From Operating Activities:
Net income (loss) $ 828 $ (596)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 31 40
Gain on sale of fixed assets (2,044) (13)
Deferred income tax benefit 719 -
(Increase) decrease in:
Accounts receivable, net 1,869 2,423
Inventories 739 767
Prepaid expenses 46 (10)
Other assets (15) -
Increase (decrease) in:
Accounts payable, trade (814) (510)
Accrued salaries, wages and bonuses (83) (186)
Other accounts payable and accrued liabilities (174) 46
------- -------
Net cash provided by operating activities 1,102 1,961
------- -------
Cash Flows From Investing Activities:
Proceeds from disposal of fixed assets 2,484 13
------- -------
Net cash provided by
investing activities 2,484 13
------- -------
Cash Flows From Financing Activities:
Net payments under finance agreement (1,858) (1,862)
Proceeds from issuance of long-term obligations - 25
Payment on long-term obligations (1,714) (141)
Repurchase of common stock (17) -
Loans to shareholders, net of repayments 4 5
Dividends paid on 7% cumulative preferred stock (1) (1)
------- -------
Net cash used for financing activities (3,586) (1,974)
------- -------
Net change in cash - -
Cash at beginning of year 1 1
------- -------
Cash at end of quarter $ 1 $ 1
======= =======
The accompanying notes to consolidated financial statements are an integral
part of these consolidated financial statements.
4
B.B. WALKER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
- ------
A summary of the Company's significant accounting policies is presented on
page 9 of its 2000 Annual Report to Shareholders. Users of financial
information presented for interim periods are encouraged to refer to the
footnotes contained in the Annual Report to Shareholders when reviewing interim
financial results.
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments necessary for a fair presentation of the
financial results of B.B. Walker Company and Subsidiary (the "Company") for the
interim periods included. All such adjustments are of a normal recurring
nature. The results of operations for the interim periods shown in this report
are not necessarily indicative of the results to be expected for the fiscal
year.
The Company's operations are reported on a fifty-two, fifty-three week fiscal
year that ends on the Saturday closest to October 31. The results for the
first quarters ended January 27, 2001 and January 29, 2000 each include
thirteen weeks of operations.
Note 2
- ------
Basic earnings per share (EPS) is computed by dividing income (loss) available
to common shareholders by the weighted-average number of common shares out-
standing for the year. In arriving at income (loss) available to common
shareholders, preferred stock dividends of $1,449 were deducted in each quarter
presented. Diluted EPS reflects the potential dilution that could occur if
dilutive securities and other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company.
Note 3
- ------
Statement of Financial Accounting Standards ("FAS") No. 130, "Reporting
Comprehensive Income" requires that certain items such as foreign currency
translation adjustments, unrealized gains and losses on certain investments in
debt and equity securities, minimum pension liability adjustments, and unearned
compensation expense related to stock issuances to employees be presented as
separate components of stockholders' equity. FAS 130 defines these as items of
other comprehensive income and as such must be reported in a financial
statement that is displayed with the same prominence as other financial
statements. At January 27, 2001, the Company does not have any items of
comprehensive income to report.
5
B.B. WALKER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Note 4
- ------
Long-term obligations consist of the following amounts (in thousands):
(Unaudited) (Audited)
January 27, October 28,
2001 2000
----------- -----------
Notes payable to banks $ 175 $ 1,802
Notes payable to governmental authorities 465 476
Promissory notes payable to shareholders 1,006 1,082
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1,646 3,360
Less portion payable within one year 615 2,202
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$ 1,031 $ 1,158
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Note 5
- ------
Inventories are composed of the following amounts (in thousands):
(Unaudited) (Audited)
January 27, October 28,
2001 2000
----------- -----------
Finished goods $ 3,923 $ 4,418
Work in process 379 510
Raw materials and supplies 1,889 2,002
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$ 6,191 $ 6,930
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Note 6
- ------
The Company's reportable segments are wholesale and retail sales. Whereas
wholesale sales are made to major chain wholesale stores, retail stores, and
governmental entities, retail sales are made directly to the public from the
Company's two retail stores in Asheboro, NC, and Lancaster, PA. The segments
are managed separately because each business unit requires different marketing
strategies. Segment information for the first quarters of 2001 and 2000 are
as follows:
WHOLESALE RETAIL TOTAL
--------------------------------------------
2001 (in 000s)
--------------------------------------------
Net sales $ 3,979 $ 362 $ 4,341
Cost of sales 3,214 202 3,416
Gross profit 765 160 925
Gain on sale of property 2,041 - 2,041
Income (loss) before income taxes
and minority interests 855 (27) 828
Depreciation and amortization 31 - 31
--------------------------------------------
2000 (in 000s)
--------------------------------------------
Net sales $ 4,548 $ 427 $ 4,975
Cost of sales 3,490 251 3,741
Gross profit 1,058 176 1,234
Loss before income taxes and
minority interest (568) (28) (596)
Depreciation and amortization 40 - 40
Note 7
- ------
On November 8, 2000, the Company sold approximately 15 acres of its real
property located in Asheboro, NC for a cash price of $2,500,000, which
purchase price was determined by arms-length negotiations of the parties.
This sale resulted in a gain of $2,041,000. The sale included a building
on this property in Asheboro, NC, which houses manufacturing operations,
warehousing, corporate offices and a retail store of the Company. A
portion of the proceeds from this property sale was used to pay off certain
note balances.
Concurrent with the sale of this property, the Company signed a five-year lease
agreement with the buyer to rent the facility. This lease, as amended, calls
for monthly payments of $27,500. Notice of an intention to terminate the
lease by the Company prior to the expiration of the initial term or any
renewal term must be made in writing ninety days prior to the Company's
vacating the premises. At the expiration of the lease term on
November 7, 2005, the Company shall have the option to extend this lease on
a month to month basis with a ninety day notice to vacate.
Note 8
- ------
The Company has significant borrowings in the amount of $3,852,000 as of
January 27, 2001, which are maintained under an abeyance agreement which
expires on March 31, 2001. The Company is currently in discussions with
two asset-based lenders to replace this financing. As of March 12, this
replacement has not been accomplished. The Company's continuation as a going
concern is dependent upon its ability to successfully establish the
necessary financial arrangements and to comply with the terms thereof and
to restore profitability to the Company. The financial statements do not
include any adjustments that might be necessary if the Company is unable
to continue as a going concern. Although no assurance can be
given, management remains confident that the Company will be able to
obtain the necessary financing and continue operating as a going concern.
6
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
- ---------------------
The following summarizes the results of operations for the Company for the
first quarter ended January 27, 2001 and January 29, 2000:
Three
Months Ended
-------------------------
January 27, January 29,
2001 2000
----------- -----------
Net sales 100.0% 100.0%
Cost of products sold 78.7% 75.2%
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Gross margin 21.3% 24.8%
Selling and administrative expenses 32.3% 31.4%
Depreciation and amortization .7% .8%
Interest expense 4.0% 4.9%
Gain on sale of property (47.0%) -
Interest and other income (.2%) (.3%)
------- -------
Income (loss) before income taxes,
minority interest 31.5% (12.0%)
Provision for income taxes 12.4% -
Minority interest - -
------- -------
Net income (loss) 19.1% (12.0%)
======= =======
FIRST QUARTER 2001 COMPARED TO FIRST QUARTER 2000
- -------------------------------------------------
Net Sales
- ---------
Net sales for the first quarter of 2001 were $4,341,000, or 12.7% lower than
net sales of $4,975,000 in the first quarter of 2000. The Company's sales
include sales of footwear manufactured and wholesaled by the Company and sales
from the Company's retail outlets. Footwear manufactured and wholesaled by
the Company, which includes branded, private label and institutional sales,
comprised 91.7% of net sales in the first quarter of 2001 and 91.4% of net
sales in the first quarter of 2000. The remaining 8.3% and 8.6% of net sales
in 2001 and 2000, respectively, were sales from the Company's retail outlets.
The decrease in net sales can be attributed to import penetration of
approximately 95% into the U.S. footwear market which has made it easier
for competitors to enter the work shoe market. This increase in low-priced
imports has caused a dramatic adverse effect on the Company's work/outdoor
shipments.
7
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
Sales of the Company's branded footwear in the first quarter of 2001 were down
$439,000, or 13.0%, from 2000's first quarter because of the reasons discussed
above. Branded pairs shipped were down 6,611, or 11.2%, in the first quarter
while price per pair was down 2.0%. The slight decrease in price per pair
can be attributed to product mix. Nearly 80.1% of the Company's branded net
sales are coming from its western styles that carry a higher price per pair
than its work/outdoor styles.
Private label sales in the first quarter of 2001 were down $82,000, or 8.1%,
from the first quarter of 2000. The decrease can be attributed to weaker work/
outdoor private label business as discussed above. Pairs shipped were down
2,006, or 7.6%, while the price per pair was down 0.5%.
Sales to institutional customers in the first quarter of 2001 were down
$19,000, or 7.4%, from the first quarter of 2000. Much of this business is
solicited through a formal bidding process with governmental entities, and the
results of this division are impacted by the Company's success in bidding on
new business. Unfortunately, there is an increasing trend toward being
underbid by import suppliers on new institutional business. In January, 2001
the Company was awarded a contract by the Defense Personnel Supply Agency for
the production of 4,028 pairs of a mountain ski boot to be delivered during
the second and third quarters of 2001.
Retail sales decreased $81,000, or 17.4%, from the first quarter of the prior
year. The two retail outlets, one in Asheboro, NC and one in Lancaster, PA,
continue to experience increased competition from major discount retailers
surrounding their locations.
Gross Margin
- ------------
The Company's gross margin as a percentage of sales was 21.3% for the first
three months of 2001 and 24.8% for the first three months of 2000. The
Company's 3.5% decrease in gross margin was due primarily to the effect of
January 2001's low gross margin of 14.5% in a sales month of only $1,241,000.
The Company's gross margin continues to be impacted by competitive
pressure at the retail level that requires the Company to remain competitive
in the pricing and terms offered.
Selling and Administrative Expenses
- -----------------------------------
Selling and administrative expenses were $1,401,000 for the first quarter of
2001 as compared to $1,562,000 for the first quarter of 2000, a decrease of
$161,000, or 10.3%. However, these expenses increased as a percentage of
net sales from 31.4% in the first quarter of 2000 to 32.3% in the first
quarter of 2001.
8
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
Interest Expense
- ----------------
Interest expense in the first quarter of 2001 was $175,000, or $69,000 lower
than interest expense of $244,000 for the first quarter of 2000. This 28.3%
decrease in interest expense for the three month period is attributable to a
a lower average balance on outstanding loan advances under the revolving
loan agreement in the first quarter due to lower sales. During the first
quarter of 2001, the term loan which was a part of the bank financing
agreement was paid in full with the proceeds from the property sale (see
note 7) which significantly reduced the amount of interest incurred.
Other long-term debt carried lower balances in 2001 when compared to 2000,
as the Company continued to amortize the debt according to each issue's
respective terms.
Depreciation and Amortization
- -----------------------------
Depreciation and amortization in the first quarter of 2001 was $31,000, or
$9,000 less than first quarter 2000 expenses of $40,000. With minimal
amounts invested in fixed assets in recent years, depreciation charges
on fixed assets that are becoming fully depreciated are not being replaced,
resulting in lower depreciation expense.
Provision for Income Taxes
- -------------------------
For the first quarter of 2001, the Company recorded a provision for
income taxes in the amount of $537,000 as a result of the property sale
(see Note 7).
Net Income (Loss)
- -----------------
The Company reported net income of $828,000 in the first quarter of 2001 and
a net loss of $596,000 in the first quarter of 2000. During the first
quarter of 2001, the Company recognized a gain of $2,014,000 as a result of
the property sale (see Note 7).
9
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Historically, the Company has funded substantially all of its working capital
and capital expenditure requirements through borrowings under its finance
agreement and other indebtedness. The revolving finance agreement provides
flexibility to the Company as the availability of funds fluctuates with the
seasonal needs of the Company. Generally, the Company's working capital needs
are highest in the fourth fiscal quarter and lowest in the first fiscal
quarter. With its revolving finance agreement, the Company finances its
accounts receivable and inventories, paying interest at a variable rate (prime
plus 1.50%, or 10.5%, at January 27, 2001). The Company had outstanding
advances of $3,852,000 at January 27, 2001 and an additional $503,000
available under the agreement.
During the first quarter of 2001, the Company generated $1,102,000 of cash from
operations which was used to reduce the advances under the revolving finance
agreement. The Company continues to rely on the revolving finance agreement
to provide working capital and management anticipates that the revolving
finance agreement will continue to provide the necessary liquidity to fund
its daily operations going forward.
Under the Company's financing agreement with the bank, the amount available to
be drawn is determined by a formula based on certain percentages of eligible
accounts receivable and inventories. The credit line available under the
agreement is a maximum of $7,000,000. In addition, the sublimit for inventory,
which is the maximum advance that can be taken against inventory under the
revolving credit agreement, is $4,000,000. The Company signed an amendment
to its finance agreement on June 23, 2000, which lowered the maximum credit
line available from $8,000,000 to $7,000,000. This amendment also reduced
the borrowing base on retail inventory from the previous 40% of net value
to 0% using a phase-out method completed by October 28, 2000.
In addition to the revolving credit facility, the financing agreement also
provided a $3,000,000 term loan bearing interest at the bank's prime rate plus
1.50% (10.5% at January 27, 2001). During the first quarter of 2001, this loan
was paid in full using the proceeds from the property sale as discussed in
Note 7.
All advances under the revolving credit facility are secured
by all accounts receivable, inventories, machinery and equipment of the
Company. In addition, the bank has a subordinated lien on the Somerset
facilities.
The Company made only minimal capital expenditures during the past six years.
The Company made significant upgrades to its equipment and facilities in 1993
and 1994. Because of cash flow considerations and restrictions under the
finance agreement, the Company has only been making capital expenditures to
maintain current levels of operations during the past six years. Funding for
capital expenditures, other than the acquisition of the Somerset, Pennsylvania
facility in July 1994, has primarily come from the available balance on the
financing agreement.
Net working capital, which consists primarily of accounts receivable and
inventories less current liabilities, was $3,209,000 at January 27, 2001 and
$2,066,000 at October 28, 2000. The ratio of current assets to current
liabilities increased to 1.41 to 1 at January 27, 2001 compared to 1.17 to 1
at October 28, 2000.
The Company is currently in discussion with two asset based lenders to
replace the financing facility. As of March 12, 2001, this replacement
has not been accomplished. If the Company is not able to establish a debt
facility with the asset-based lender in the near future, it believes it
will be able to generate necessary cash through the sale of its remaining
10 acre tract of land in Asheboro, NC to provide it additional time to
establish a new debt facility. The continued viability of the Company in
its present form is dependent upon, among other factors, its ability to
successfully establish the necessary financial arrangements and to generate
sufficient cash from operations to meet on-going obligations over a
sustained period. Although no assurance can be given, management believes
that the Company will be able to obtain the necessary financing to continue
operating as a going concern.
10
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, Continued
FINANCIAL CONDITION
- -------------------
Accounts Receivable
- -------------------
Accounts receivable were $3,402,000 at January 27, 2001 compared to $5,271,000
at October 28, 2000, a decrease of $1,869,000. Trade receivables are
historically at their highest point at the end of the fourth quarter because of
the heavy sales volume related to seasonal buying by retailers. There was
also a very strong collections effort in December 2000 since the balances
of several large accounts with special terms were due that month.
Inventories
- -----------
Inventories were $6,191,000 at January 27, 2001, a decrease of $739,000, or
10.6%, from the inventories held at October 28, 2000 of $6,930,000. Of the
decrease, approximately $495,000 is in finished goods, $113,000 is in raw
materials, and the remaining $131,000 is in work in process. The Company
continues to focus on improving turns in inventory and improving the efficiency
of raw material procurement.
Borrowings Under Finance Agreement
- ----------------------------------
The balance outstanding under the finance agreement was $3,852,000 at January
27, 2001 compared to $5,710,000 at October 28, 2000. The decrease can be
attributed to the cash applied against the outstanding balance from the
proceeds of the property sale (see Note 7) as well as collections
of accounts receivable which were down $1,869,000 in the first quarter of 2001
and better management of inventories.
Sale of Property
- ----------------
On November 8, 2000, the Company sold approximately 15 acres of its real
property located in Asheboro, NC for a cash purchase price of $2,500,000,
which purchase price was determined by arms-length negotiations of the
parties. The sale included a building on this property in Asheboro, NC,
which houses manufacturing operations, warehousing, corporate offices and
a retail store of the Company. A portion of the proceeds from this sale
was used to pay off certain debt.
Concurrent with the sale of this property, the Company signed a five year
lease with the buyer to rent the facility. This lease, as amended, calls
for monthly payments of $27,500. Notice of an intention to terminate the
lease by the Company prior to the expiration of the initial term or any
renewal term must be made in writing ninety days prior to the Company's
vacating the premises. At the expiration of the lease term on
November 7, 2005, the Company shall have the option to extend this lease on
a month to month basis with a ninety day notice to vacate.
11
Forward-Looking Statements
- --------------------------
The foregoing discussion contains some forward-looking statements about the
Company's financial condition and results of operations, which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which reflect management's judgment only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking statements
to reflect events and circumstances that arise after the date hereof.
Factors that might cause actual results to differ materially from these
forward-looking statements include (1) the effects of general economic
conditions, (2) the impact of competitive products and pricing in the footwear
industry, (3) failure to achieve anticipated sales results, (4) management's
ability to accurately predict the effect of cost reductions, (5) management's
ability to accurately predict the adequacy of the Company's financing
arrangement to meet its working capital and capital expenditure requirements,
and (6) failure to enter into a contract for the remaining 10 acres of the
Asheboro, NC property and if entered into, the consummation of the
transaction provided for therein.
12
Part II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Filed:
(27) Financial Data Schedule for the first quarter ended
January 27, 2001
(b) Reports on Form 8-K:
YES - November 21, 2000
Disposition of Assets
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.
B.B. WALKER COMPANY
Date: March 12, 2001 KENT T. ANDERSON
----------------
Chairman of the Board, Chief
Executive Officer and President
Date: March 12, 2001 JOYCE C. WALKER
---------------
Chief Accountant
13