FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 30, 1994
Commission File Number 1-10275
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1914582
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6820 LBJ FREEWAY, DALLAS, TEXAS 75240
(Address of principal executive offices)
(Zip Code)
(214) 980-9917
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Number of shares of common stock of registrant outstanding at March 30, 1994:
69,562,881.
BRINKER INTERNATIONAL, INC.
INDEX
Part I Financial Information
Condensed Consolidated Balance Sheets -
March 30, 1994 and June 30, 1993 3-4
Condensed Consolidated Statements of Income -
Thirteen weeks ended March 30, 1994 and
Three months ended March 31, 1993 5
Thirty-nine weeks ended March 30, 1994 and
Nine months ended March 31, 1993 5
Condensed Consolidated Statements of Cash Flows -
Thirty-nine weeks ended March 30, 1994 and
Nine months ended March 31, 1993 6
Notes to Condensed Consolidated Financial Statements 7-8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
Part II Other Information 14
BRINKER INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
MARCH 30, 1994 JUNE 30,1993
ASSETS
Current Assets:
Cash and Cash Equivalents $ 2,860 $ 5,472
Accounts Receivable 10,799 5,832
Assets Held for Sale and Leaseback 47 1,155
Inventories 7,446 6,531
Prepaid Expenses 13,784 11,908
Total Current Assets 34,936 30,898
Property and Equipment, at Cost:
Land $ 99,655 $ 86,832
Buildings and Leasehold Improvements 259,048 211,779
Furniture and Equipment 158,412 136,216
Construction-in-Progress 25,789 28,426
542,904 463,253
Less Accumulated Depreciation 139,846 112,889
and Amortization
Net Property and Equipment 403,058 350,364
Other Assets:
Deferred Costs $ 11,592 $ 11,105
Investment in Joint Ventures, at Equity 4,007 5,670
Long-term Marketable Securities 40,277 28,693
Long-term Notes Receivable 2,678 938
Other 16,050 7,591
Total Other Assets 74,604 53,997
Total Assets $ 512,598 $ 435,259
See Accompanying Notes to Condensed Consolidated Financial Statements
BRINKER INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and par value amounts)
(Unaudited)
MARCH 30, 1994 JUNE 30, 1993
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term Debt $ 5,000 $ ---
Current Installments of Long-term Debt 268 268
Accounts Payable 35,203 30,187
Accrued Liabilities 54,554 43,532
Deferred Income Taxes 1,934 919
Total Current Liabilities 96,959 74,906
Long-term Debt, Less Current Installments 3,587 3,788
Deferred Income Taxes 11,343 8,934
Other Liabilities 15,112 12,900
Commitments and Contingencies
Shareholders' Equity:
Preferred Stock-1,000,000 Authorized Shares;
$1.00 Par Value; No Shares Issued --- ---
Common Stock-100,000,000 Authorized Shares;
$.10 Par Value; 69,562,881 and 68,634,596
Shares Issued and Outstanding at
March 30, 1994 and June 30, 1993,
Respectively 6,956 6,863
Additional Paid-In Capital 167,537 162,682
Retained Earnings 211,104 165,186
Total Shareholders' Equity 385,597 334,731
Total Liabilities and
Shareholders' Equity $ 512,598 $ 435,259
See Accompanying Notes to Condensed Consolidated Financial Statements
BRINKER INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
13 Weeks Ended 3 Months Ended 39 Weeks Ended 9 Months Ended
03/30/94 03/31/93 03/30/94 03/31/93
Revenues $ 211,406 $ 164,713 $ 601,374 $ 467,838
Costs and Expenses:
Cost of Sales 57,314 45,599 164,497 129,092
Restaurant Expenses 106,174 82,443 303,121 236,877
Depreciation and
Amortization 12,592 9,370 35,578 26,454
General and
Administrative 10,612 8,306 31,140 24,992
Other, Net (982) (1,057) (4,252) (2,511)
Total Costs
and Expenses 185,710 144,661 530,084 414,904
Income Before
Provision for
Income Taxes 25,696 20,052 71,290 52,934
Provision for
Income Taxes 9,186 7,228 25,372 18,645
Net Income $ 16,510 $ 12,824 $ 45,918 $ 34,289
Primary and Fully
Diluted Net
Income Per Share $ 0.23 $ 0.18 $ 0.63 $ 0.48
Primary Weighted
Average Shares
Outstanding 73,377 71,721 73,100 71,028
Fully Diluted Weighted
Average Shares
Outstanding 73,377 71,721 73,228 71,347
See Accompanying Notes to Condensed Consolidated Financial Statements
BRINKER INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
39 Weeks Ended Nine Months Ended
March 30, 1994 March 31, 1993
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 45,918 $ 34,289
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization of
Property and Equipment 29,297 22,584
Amortization of Deferred Costs 6,281 3,870
Gain on Sale of Land (1,000) ---
Changes in Assets and Liabilities:
Increase in Accounts Receivable (4,967) (1,688)
Increase in Inventories (915) (950)
Increase in Prepaid Expenses (1,876) (1,956)
Increase in Other Assets (10,026) (6,745)
Increase in Accounts Payable 5,016 6,584
Increase in Accrued Liabilities 11,022 9,532
Increase in Deferred Income Taxes 3,424 799
Increase in Other Liabilities 2,212 759
Net Cash Provided by Operating Activities 84,386 67,078
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for Property and Equipment (83,947) (84,954)
Proceeds from Sale of Land 4,180 ---
Payment for Purchase of Franchisee
Restaurants (8,165) ---
Decrease in Assets Held for Sale and
Leaseback 1,108 200
Decrease (Increase) in Investment in
Joint Ventures 1,663 (530)
Purchase of Long-term Marketable
Securities (44,843) (47,215)
Sales of Long-term Marketable Securities 33,259 41,925
Net Cash Used in Investing Activities (96,745) (90,574)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of Short-term Debt 5,000 8,480
Payments of Long-term Debt (201) (165)
Proceeds from Stock Options Exercised 4,948 12,028
Net Cash Provided by Financing Activities 9,747 20,343
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,612) (3,153)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 5,472 10,079
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 2,860 $ 6,926
Cash Paid During the Nine Month Period:
Interest, Net of Amounts Capitalized $ --- $ 7
Income Taxes 21,848 11,380
Non-Cash Transaction During the Nine
Month Period:
Tax Benefit from Stock Options
Exercised $ --- $ 17,375
See Accompanying Notes to Condensed Consolidated Financial Statements
BRINKER INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Effective July 1, 1993, Brinker International, Inc. ("the Company")
adopted a 52 week fiscal year ending on the last Wednesday in June.
Most retailing and restaurant companies operate on an accounting
calendar that is measured in weeks rather than months. Thus, a normal
fiscal year only contains 364 days. Every fifth or sixth year, lost
days are recaptured by having a 53 week fiscal year. This change
enhances the Company's ability to measure comparative operating results.
The impact of this change was not significant.
The Company's consolidated financial statements as of March 30, 1994 and
June 30, 1993, and for the thirteen week period ended March 30, 1994 and
the three month period ended March 31, 1993, and for the thirty-nine
week period ended March 30, 1994 and for the nine month period ended
March 31, 1993 have been prepared by the Company, pursuant to the rules
and regulations of the Securities and Exchange Commission. The Company
owns and operates four primary restaurant concepts under the names
Chili's Grill & Bar ("Chili's"), Grady's American Grill ("Grady's"),
Romano's Macaroni Grill ("Macaroni Grill"), and Spageddies Italian
Italian Food ("Spageddies").
The information furnished herein reflects all adjustments (consisting of
normal recurring accruals and adjustments) which are, in the opinion of
management, necessary to fairly state the operating results for the
respective periods. Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant
to such rules and regulations. The notes to the condensed consolidated
financial statements should be read in conjunction with the notes to the
consolidated financial statements contained in the June 30, 1993 Form
10-K. Company management believes that the disclosures are sufficient
for interim financial reporting purposes.
2. Net Income Per Share
Primary and Fully Diluted Net Income Per Share is based on the weighted
average number of shares outstanding during each period increased by
common equivalent shares (stock options) determined using the treasury
stock method.
3. Adoption of Statement of Financial Accounting Standards No. 109 ("SFAS
No. 109"), Accounting for Income Taxes
Effective July 1, 1993, the Company adopted SFAS No. 109 and the impact
on the Company's consolidated financial statements was not material.
4. Deferred Costs
Effective July 1, 1993, the Company prospectively revised its policy for
capitalizing and amortizing pre-opening costs associated with the
opening of new restaurant sites. The amortization period was reduced
from 24 months to 12 months. Capitalized pre-opening costs include the
direct and incremental costs typically associated with the opening of a
new restaurant which primarily consist of costs incurred to develop new
restaurant management teams, travel and lodging for both the training
and opening unit management teams, and the food, beverage, and supplies
costs incurred to perform role play testing of all equipment, concept
systems, and recipes. The impact of the change in accounting policy did
not have a material impact on the Company's consolidated financial
statements.
5. Business Combinations
Effective October 7, 1993, the Company acquired the assets of a
franchisee, which operated four Chili's restaurants in Pennsylvania and
Ohio, for approximately $8,165,000 in cash. The acquisition was
accounted for as a purchase. Goodwill of approximately $6,941,000,
representing the excess of cost over the fair value of the assets
acquired, was recorded in connection with the acquisition and is
included in Other Assets. Goodwill is being amortized on a straight-
line basis over 30 years.
Effective January 24, 1994, the Company and On The Border Cafes, Inc.
("OTB") entered into a definitive Agreement and Plan of Merger ("Merger
Agreement"), pursuant to which the Company will acquire a 100% ownership
interest in OTB. Under the terms of the Merger Agreement, a total of
3,735,419 fully diluted shares of OTB common stock will be exchanged for
1,125,000 (approximately 0.3 for 1) shares of Company common stock upon
the completion of the merger. The merger ratio is subject to certain
adjustments depending upon the trading price of the Company's common
stock at the time of the merger's consummation, anticipated in May 1994.
OTB's operations include fourteen company-operated and seven franchised
casual dining Tex-Mex theme restaurants. The parties intend to account
for the acquisition as a pooling of interests.
6. Shareholders' Equity
On November 4, 1993, the Company approved an amendment to its
Certificate of Incorporation which increased the number of authorized
shares of Common Stock from 50,000,000 to 100,000,000.
On March 9, 1994, the Company declared a stock split, effected in the
form of a 50% stock dividend, to shareholders of record on March 21,
1994, payable March 30, 1994. As a result, 23.2 million shares of
common stock were issued and cash was paid in lieu of fractional shares.
All references to number of shares and per share amounts of common stock
have been restated to reflect the stock split.
7. Subsequent Event
Effective May 5, 1994, the Company entered into a definitive Merger
Agreement with Northwest Restaurants Joint Venture ("NRJV") whereby the
Company will acquire the remaining 50% interest in NRJV from its joint
venture partner in exchange for approximately 250,000 shares of the
Company's common stock. The merger is expected to be consummated in May
1994. NRJV owns and operates nine Chili's restaurants in California and
Nevada. The parties intend to account for the acquisition as a pooling
of interests.
Management's Discussion and Analysis of Financial Condition and Results of
Operations For The Thirteen Weeks Ended March 30, 1994
Compared to the Three Months Ended March 31, 1993 and for the
Thirty-nine Weeks Ended March 30, 1994 Compared to the
Nine Months Ended March 31, 1993
The following table sets forth expenses as a percentage of total revenues for
revenue and expense items included in the Consolidated Statements of Income.
13 Weeks Ended 3 Months Ended 39 Weeks Ended 9 Months Ended
03/30/94 03/31/93 03/30/94 03/31/93
Revenues 100.0% 100.0% 100.0% 100.0%
Costs and Expenses:
Cost of Sales 27.1% 27.7% 27.4% 27.6%
Restaurant Expenses 50.2% 50.1% 50.4% 50.6%
Depreciation and
Amortization 6.0% 5.7% 5.9% 5.7%
General and
Administrative 5.0% 5.0% 5.2% 5.3%
Other, Net (0.5%) (0.7%) (0.8%) (0.5%)
Total Costs
and Expenses 87.8% 87.8% 88.1% 88.7%
Income Before
Provision for
Income Taxes 12.2% 12.2% 11.9% 11.3%
Provision for
Income Taxes 4.4% 4.4% 4.3% 4.0%
Net Income 7.8% 7.8% 7.6% 7.3%
The following table shows restaurant openings during the third quarter and
year-to-date, and total restaurants open at the end of the third quarter.
3rd Quarter Openings Year-to-Date Openings Restaurants Open At End
Fiscal Fiscal Fiscal Fiscal of 3rd Quarter
1994 1993 1994 1993 Fiscal 1994 Fiscal 1993
Chili's:
Company-
operated 8 11 34 24 267 231
Franchised/
Joint Venture 5 3 11 12 88 79
Total 13 14 45 36 355 310
Macaroni Grill:
Company-
operated 3 4 9 6 31 19
Franchised 1 -- 1 -- 1 --
Total 4 4 10 6 32 19
Grady's 2 2 7 4 31 21
Spageddies -- -- 1 1 4 1
R&D Concept
Company-
operated -- -- -- 1 1 1
Joint Venture 1 -- 1 -- 1 --
Total 1 -- 1 1 2 1
Grand Total 20 20 64 48 424 352
The Company periodically reevaluates restaurant sites to ensure that site
selection attributes have not deteriorated below the Company's minimum
standards. In the event site deterioration were to occur, the Company makes a
concerted effort to improve the restaurant's performance via providing
physical, operating, and marketing enhancements unique to each restaurant's
situation. If internal efforts to restore the restaurant's performance to
acceptable minimum standards are unsuccessful, the Company considers
relocation to a proximate, more desirable site, or evaluates closing the
restaurant if Company criteria such as return on investment and area
demographic data do not support a relocation. In the second quarter of fiscal
1994, the Company closed two Los Angeles area restaurants which were
performing below Company standards primarily due to declining trading-area
demographics. These and future closings will be key to the Company's
successful reallocation of resources to the stronger performing restaurants.
REVENUES
Revenues for the third quarter of fiscal 1994 increased to $211.4 million,
28.3% over the $164.7 million generated during the same quarter of fiscal
1993. Revenues for the nine month period ended March 30, 1994 rose 28.5% to
$601.4 million from $467.8 million generated during the same period of fiscal
1993. The increase is primarily attributable to the 63 Company-operated
restaurants opened or acquired since March 31, 1993. Consolidated comparable
store sales for the third quarter and year-to-date of fiscal 1994 rose 2.2%
and 2.8%, respectively, which also contributed to the increase. On a concept
basis, Chili's, Macaroni Grill, and Grady's experienced comparable store sales
increases (decreases) of 2.1%, 6.3%, and (0.4)%, respectively, for the third
quarter of fiscal 1994, and 2.9%, 4.0%, and 1.1%, respectively, on a year-to-
date basis. The introduction of the "Guiltless Grill" and new dessert menu
items in the second quarter of fiscal 1994 contributed to the increase in
comparable store sales at the Chili's concept. Increased advertising in key
markets contributed to the favorable comparable store sales trend experienced
in the third quarter for Macaroni Grill. Comparable store sales for the
Grady's concept, however, were negatively impacted in the third quarter by the
harsh weather conditions experienced in the Southeast, where Grady's has a
strong presence.
COSTS AND EXPENSES (as a percent of Revenues)
Cost of Sales decreased for the third quarter and year-to-date of fiscal 1994
compared to the respective fiscal 1993 periods. Favorable commodity prices for
poultry, other food (e.g., soups, desserts, pasta), and dairy experienced in
the third quarter of fiscal 1994 were partially offset by unfavorable
commodity prices for produce. On a year-to-date basis, favorable commodity
prices for produce, other food, and dairy were offset slightly by unfavorable
prices for non-alcoholic beverages. The Company has benefitted from favorable
commodity prices as a result of its increased purchasing leverage and more
extensive review of commodity contracts for cost-cutting opportunities.
Product mix changes, menu item changes, and implementation of new waste
control programs have also attributed to the favorable trend. These factors,
however, were partially offset by the relative growth of Macaroni Grill and
Grady's as these concepts have higher Cost of Sales ratios than Chili's.
Restaurant Expenses remained relatively stable on a comparative third quarter
basis and decreased on a comparative year-to-date basis. Decreases resulting
from continued efficiencies achieved in supervising and managing the
restaurants, a decline in rent expense due to the increase in percentage of
restaurants owned versus leased, a reduction in bad debt expense due to the
implementation of an on-line credit card authorization system, and lower
liquor taxes due to the dilutive effect of new restaurant openings in states
with lower tax rates were partially offset by increased property tax rates and
credit card fees. In the third quarter of fiscal 1994, the impact of these
favorable trends was diminished by the inclement winter weather conditions
experienced in many key markets which softened sales in those areas without
proportionate declines in fixed labor and utility costs.
Depreciation and Amortization increased for both the third quarter and year-
to-date of fiscal 1994 compared with the respective periods of fiscal 1993.
The increase is the result of investments in new computer hardware and
software which has contributed to operating efficiencies experienced at both
the restaurants and corporate office, increased Depreciation and Amortization
related to furniture and equipment and pre-opening costs due to the increased
number of stores opened in the current fiscal year compared to last fiscal
year, the ongoing restaurant remodeling program, and the continued replacement
of restaurant furniture and equipment. In addition, an increase in the
percentage of owned restaurants has contributed to the increase in
Depreciation and Amortization while generating an offsetting favorable trend
in rent expense.
General and Administrative remained stable for both the third quarter and
year-to-date of fiscal 1994 compared to fiscal 1993. The dollar increase is
the result of additional staff and support as the Company accelerates
expansion of its restaurant concepts, including international franchising.
The Company's focus on controlling corporate expenditures and efficiencies
realized from increased investments in computer hardware and software enables
the Company to maintain these costs relative to increases in Revenues.
Other, Net, decreased in the third quarter of fiscal 1994 compared to fiscal
1993. The decrease is the result of the poor performance of the stock market
at the end of the third quarter, which caused a decrease in realized gains on
sales of marketable securities compared to the prior year. Other, Net,
however, increased on a year-to-date comparative basis. The increase is
primarily the result of a gain of approximately $1,000,000 generated from the
sale of land in the second quarter as well as increases in realized gains on
sales of marketable securities experienced in the first and second quarters of
fiscal 1994. Interest and dividend income remained flat on both a comparative
third quarter and year-to-date basis.
INCOME BEFORE PROVISION FOR INCOME TAXES
As a result of the relationships between Revenues and Costs and Expenses,
Income Before Provision for Income Taxes increased 28.1% and 34.7%,
respectively, over the third quarter and year-to-date results of fiscal 1993.
INCOME TAXES
The Company's effective income tax rate was 35.7% and 35.6% for the third
quarter and year-to-date of fiscal 1994, respectively, compared to 36% and
35.2% the same periods of fiscal 1993, respectively. The Company's year-to-
date effective income tax rate increased as a result of additional state
income tax liabilities resulting from continued expansion, particularly
relating to growth in California and Florida.
The Omnibus Budget Reconciliation Act, enacted in August 1993, mandates
certain changes in Federal income tax laws, which among other items, includes
an increase in the statutory Federal corporate income tax rate from 34% to 35%
and reinstatement of the Targeted Jobs Tax Credit. The impact of these
changes, retroactive to January 1993, did not have a material impact on the
Company's fiscal 1993 effective income tax rate. This act also mandates a tax
credit for FICA taxes paid on tips, effective January 1994. These changes are
not expected to have a material impact on the Company's fiscal 1994 effective
income tax rate as the amounts are offsetting.
NET INCOME AND NET INCOME PER SHARE
Net Income and Net Income Per Share rose 28.7% and 27.8%, respectively,
compared to the third quarter of fiscal 1993. Year-to-date Net Income and Net
Income Per Share increased 33.9% and 31.3%, respectively, compared to the same
period of fiscal 1993. The increases exceed the increases in Revenues as the
Company continues to control Costs and Expenses while maintaining the
expansion of its concepts. Primary Weighted Average Shares Outstanding
increased 2.3% and 2.9% for the comparative third quarter and year-to-date
amounts, respectively. The increase is primarily the result of common stock
options exercised.
IMPACT OF INFLATION
The Company has not experienced a significant overall impact from inflation.
As operating expenses increase, the Company, to the extent permitted by
competition, recovers increased costs by raising menu prices.
LIQUIDITY AND CAPITAL RESOURCES
The working capital deficit increased from $44 million at June 30, 1993 to $62
million at March 30, 1994, primarily due to the Company's capital
expenditures, as discussed below. Net cash provided by operating activities
increased to $84.4 million for the first three quarters of the year from $67.1
million during the same period in fiscal 1993 due to the greater number of
restaurants in operation over the prior fiscal year and strong operating
results from existing units.
Long-term debt outstanding at March 30, 1994 consisted of obligations under
capital leases. At March 30, 1994, the Company had drawn $5 million from its
lines of credit to fund short-term operational needs, leaving $35 million
available funds from lines of credit.
Capital expenditures were $83.9 million for the thirty-nine weeks ended
March 30, 1994 as compared to $85 million during the same period in fiscal
1993. Capital expenditures related to purchases of land for future restaurant
sites, the acquisition of four restaurants from a franchisee, new restaurants
under construction, purchases of new and replacement restaurant furniture and
equipment, and the ongoing remodeling program. The Company estimates that its
capital expenditures during the fourth quarter will approximate $32 million.
These capital expenditures will be funded internally from restaurant
operations, build-to-suit lease agreements with landlords, liquidating
investments, and dividend and interest income from investments.
The Clinton administration continues to analyze and propose new legislation
which could adversely impact the entire business community. Mandated health
care and minimum wage measures, if passed, could increase the Company's
operating costs. The Company would attempt to offset increased costs through
additional improvements in operating efficiencies and menu price increases.
The Company is not aware of any other event or trend which would potentially
affect its liquidity. In the event such a trend would develop, the Company
believes that there are sufficient funds available to it under the lines of
credit, investment portfolio, and strong internal cash generating capabilities
to adequately manage the expansion of business.
PART II. OTHER INFORMATION
No items applicable to the third quarter of fiscal 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRINKER INTERNATIONAL, INC.
Date: May 13, 1994 By: /Ronald A. McDougall
Ronald A. McDougall, President and Chief
Operating Officer
(Duly Authorized Signatory)
Date: May 13, 1994 By: /Debra L. Smithart
Debra L. Smithart, Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)