UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended : May 31, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF - --- THE SECURITIES ACT OF 1934 For the transition period from to -------- ------- Commission File Number 333-2724 ----------------------------------------- Cobb Theatres, L.L.C. (Exact name of Registrant as Specified in its Charter) Alabama 63-1161322 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 924 Montclair Road Birmingham, Alabama 35213 (Address of principal executive offices) (205)591-2323 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Not Applicable No -------------- ------------- COBB THEATRES, L.L.C. FORM 10-Q FOR THE QUARTER ENDED May 31, 1997 INDEX Page No. -------- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Statements of Operations 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13 SIGNATURES 14 COBB THEATRES, L.L.C. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS) (UNAUDITED) THREE MONTHS NINE MONTHS ENDED MAY 31, ENDED MAY 31, -------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- Revenues: Theatre admissions.................................................. $ 20,947 $ 19,117 $ 59,532 $ 55,700 Concessions......................................................... 9,185 7,673 24,708 21,957 Other............................................................... 642 668 1,937 2,055 --------- --------- --------- --------- Total revenues.................................................. 30,774 27,458 86,177 79,712 Costs of revenues: Film rental......................................................... 10,603 9,155 30,031 27,008 Concession.......................................................... 1,373 1,148 3,811 3,335 --------- --------- --------- --------- Total cost of revenues.......................................... 11,976 10,303 33,842 30,343 --------- --------- --------- --------- Gross profit.................................................... 18,798 17,155 52,335 49,369 Operating expenses: Advertising......................................................... 780 834 2,382 2,414 Payroll and related costs........................................... 3,735 3,512 10,969 9,916 Occupancy........................................................... 7,185 6,360 20,862 18,777 Repairs and maintenance............................................. 309 458 1,209 1,020 General and administrative.......................................... 2,034 2,008 5,581 5,773 Depreciation and amortization....................................... 2,469 2,324 7,280 6,792 Other............................................................... 1,123 1,233 3,301 3,470 --------- --------- --------- --------- Total operating expenses........................................ 17,635 16,729 51,584 48,162 --------- --------- --------- --------- Operating income................................................ 1,163 426 751 1,207 --------- --------- --------- --------- Other income (deductions): Interest expense.................................................... (2,368) (2,266) (6,886) (6,004) Interest income..................................................... 26 35 68 65 Other............................................................... (213) (118) (256) (146) --------- --------- --------- --------- (2,555) (2,349) (7,074) (6,085) --------- --------- --------- --------- Income (loss) before income taxes..................................... (1,392) (1,923) (6,323) (4,878) Income tax expense (benefit).......................................... ( 508) (592) (2,296) (1,671) --------- --------- --------- --------- Income (loss) before extraordinary item............................... (884) (1,331) (4,027) (3,207) Extraordinary item--Loss on extinguishment of debt (net of income tax of $440)............................................................ 0 (751) 0 (751) --------- --------- --------- --------- Net income (loss)............................................... $ (884) $ (2,082) $ (4,027) $ (3,958) --------- --------- --------- --------- --------- --------- --------- --------- See accompanying notes to financial statements. 3 COBB THEATRES, L.L.C. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) MAY 31, AUGUST 31, ASSETS 1997 1996 - ---------------------------------------------------------------------- --------- --------- (UNAUDITED) Current assets: Cash and equivalents............................................... $ 1,290 $ 8,073 Receivables........................................................ 589 1,236 Other assets....................................................... 5,202 4,343 ----------- ---------- Total current assets........................................... 7,081 13,652 Property and equipment, net.......................................... 83,357 79,683 Intangible assets, net............................................... 15,031 16,187 Other assets......................................................... 5,739 3,973 ----------- ---------- Total assets................................................... $ 111,208 $ 113,495 ----------- ---------- ----------- ---------- LIABILITIES AND MEMBERS' EQUITY Current liabilities: Accounts payable................................................... $ 4,430 $ 4,276 Accrued film rentals............................................... 6,775 4,833 Accrued interest payable........................................... 2,317 4,759 Accrued expenses and other liabilities............................. 4,472 4,836 Revolving line of credit........................................... 2,476 -- Obligations under capital leases, current installments............. 275 275 ----------- ---------- Total current liabilities...................................... 20,745 18,979 Long-term debt....................................................... 85,000 85,000 Obligations under capital leases..................................... 1,328 1,532 Other long-term liabilites........................................... 5,105 4,927 ----------- ---------- Total liabilites............................................... 112,178 110,438 Commitments and contingencies Members' equity...................................................... (970) 3,057 ----------- ---------- Total liabilities and members' equity.......................... $ 111,208 $ 113,495 ----------- ---------- ----------- ---------- See accompanying notes to financial statements. 4 COBB THEATRES, L.L.C. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) NINE MONTHS ENDED MAY 31, ----------------------- 1997 1996 ---- ---- Cash flows from operating activities: Net loss.................................... $(4,027) $ (3,958) Adjustments to reconcile net loss to net cash used for operating activities: Depreciation and amortization............. 7,280 6,792 (Gain) loss on asset dispositions......... 256 146 Provision for deferred income taxes....... (2,296) (2,111) Extraordinary loss on debt extinguishment. -- 751 (Increase) decrease in assets: Receivables............................... 647 329 Other current assets...................... 176 (592) Increase (decrease) in liabilities: Accounts payable.......................... 154 (1,756) Accrued film rental....................... 1,942 477 Accrued interest payable.................. (2,442) 2,152 Accrued expenses and other liabilities.... (364) (941) ------------- -------- Total adjustments....................... 5,353 5,247 ------------- -------- Net cash provided by operating 1,326 activities............................ 1,289 ------------- -------- Cash flows from investing activites: Additions to property and equipment......... (15,682) (8,972) Sales of property and equipment 5,340 -- Other....................................... (39) (350) ------------- -------- Net cash used in investing activities... (10,381) (9,322) ------------- -------- Cash flows from financing activities: Proceeds from senior secured notes.......... -- 85,000 Proceeds from senior subordinated notes..... -- 10,000 Payments on senior subordinated notes....... -- (10,000) Proceeds (payments) on long-term bank debt, net....................................... -- (60,798) Proceeds (payments) on revolving line of credit.................................... 2,476 (9,700) Principal payments under capital lease...... (204) (146) Capitalized debt issue costs................ -- (4,376) Debt prepayment fees........................ -- (615) ------------ ------- Net cash provided by financing activities... 2,272 9,365 ------------ ------- Net (decrease) increase in cash and equivalents............................... (6,783) 1,332 Cash and equivalents--beginning of period... 8,073 1,241 ------------ ------- Cash and equivalents--end of period......... $1,290 $ 2,573 ------------ ------- ----------- ------- Supplemental disclosures of cash flow information: Cash paid for: Interest $9,160 $ 5,939 ---------- ------- ---------- ------- Income taxes $ -- $ 1,634 ---------- ------- ---------- ------- See accompanying notes to financial statements. 5 COBB THEATRES, L.L.C. Notes to Consolidated Financial May 31, 1997 (unaudited) NOTE 1--BASIS OF PRESENTATION Cobb Theatres, L.L.C. (the "Company") is an Alabama limited liability company engaged in the operation and management of multi-screen motion picture theatres. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Due to the seasonal nature of the Company's business, operating results for the three months and nine months ended May 31, 1997 are not necessarily indicative of the results that may be expected for the year ending August 31, 1997. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Form 10-K for the year ended August 31, 1996. NOTE 2--EARNINGS PER SHARE Earnings per share information is not presented as the Company is a limited liability company consisting of members' interests rather than shareholders' interests. NOTE 3--LONG TERM DEBT On March 6, 1996, the Company issued $85 million of 10 5/8% Senior Secured Notes due March 1, 2003. Concurrent with the issuance of the Senior Secured Notes, the Company entered into a $25 million New Credit Facility, led by one of its existing banks. Cobb Finance Corp. and the Company are joint and several obligors with respect to the Senior Secured Notes and the New Credit Facility. The Senior Secured Notes and the New Credit Facility are fully and unconditionally guaranteed on a joint and several basis by a first pledge of the equity interests of the guarantor subsidiaries of the Company, all intercompany notes and a security interest in all of the assets (other than real property) of the Company's subsidiaries. 6 NOTE 4--SUMMARIZED INCOME STATEMENT INFORMATION FOR GUARANTOR SUBSIDIARIES R.C. Cobb, Inc. and Cobb Theatres II, Inc. (the guarantor subsidiaries) along with Cobb Finance Corp. are wholly-owned subsidiaries of the Company and comprise all of the direct subsidiaries of the Company. There are no indirect subsidiaries. Cobb Finance Corp. does not have any substantial operations or assets of any kind. Summarized income statement information for the Company's guarantor subsidiaries is as follows: THREE MONTHS NINE MONTHS ENDED MAY 31, 1997 ENDED MAY 31, 1997 ---------------------------- ---------------------------- COBB COBB R.C. THEATRES II, R.C. THEATRES II, COBB, INC. INC. COBB, INC. INC. ----------- --------------- ----------- --------------- Total revenues.......................................... $ 22,242 $ 8,883 $ 63,571 $ 23,587 Cost of revenues........................................ 8,320 3,656 24,034 9,808 Operating expenses...................................... 9,740 3,743 29,083 10,619 General and administrative expenses..................... 1,953 81 5,405 176 Depreciation and amortization........................... 1,529 940 4,515 2,765 Operating income........................................ 700 463 534 218 Interest expense, net................................... 1,146 1,193 3,468 3,350 Net income (loss)....................................... (419) (465) (2,038) (1,989) Separate financial statements and other disclosures concerning Cobb Finance Corp. and the guarantor subsidiaries are not presented because management has determined that separate disclosures for each of the two operating subsidiaries would not provide any additional information that would be material to investors that is not already presented in the consolidated financial statements. NOTE 5--SUBSEQUENT EVENTS On June 11, 1997, the Company entered into an agreement to merge with Regal Cinemas, Inc. of Knoxville, Tennessee. The transaction will be accounted for as a pooling of interests. The consideration of approximately $200 million consists of Regal common stock and the assumption of all outstanding indebtedness of Cobb Theatres. Consummation of the transaction is subject to customary closing conditions and the expiration of the waiting period under the Hart-Scott-Rodino Act. The Company expects the merger to be completed by the end of July 1997. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements and the notes thereto included herein. OVERVIEW The Company's revenues are generated primarily from admission revenues and concession revenues. Additional revenues are generated by on-screen advertising and electronic video games installed in the lobbies of the Company's theatres. The two major components of admissions revenues are attendance and ticket prices. Attendance is most influenced by the quality of films released by distributors and, to a lesser extent, by expansions into new markets, competition and population growth in the geographic markets. Although the Company's ticket pricing in a particular market may change in response to competition and other factors, the Company's average ticket price has remained relatively stable throughout the periods presented. The Company's principal costs of operations are film rentals, costs of concessions, payroll, occupancy costs, such as theatre rentals, ad valorem taxes and utilities, advertising costs and other expenses, such as insurance. The following table sets forth, for the fiscal periods indicated, the percentage of total revenues represented by certain items reflected in the Company's consolidated statements of operations: PERCENTAGE OF TOTAL REVENUES ------------------------------------------ THREE MONTHS NINE MONTHS ENDED MAY 31, ENDED MAY 31, -------------------- -------------------- 1997 1996 1997 1996 --------- --------- --------- --------- Revenues: Theatre Admissions......................................................... 68.1% 69.6% 69.1% 69.9% Concessions................................................................ 29.9% 27.9% 28.7% 27.5% Other...................................................................... 2.0% 2.5% 2.2% 2.6% --------- --------- --------- --------- Total Revenues........................................................... 100.0% 100.0% 100.0% 100.0% Cost of Revenues............................................................... 38.9% 37.5% 39.3% 38.1% --------- --------- --------- --------- Gross Profit................................................................... 61.1% 62.5% 60.7% 61.9% Other theatre operating costs.................................................. 42.7% 45.1% 44.9% 44.7% General and administrative expenses............................................ 6.6% 7.3% 6.5% 7.2% Depreciation and amortization.................................................. 8.0% 8.5% 8.4% 8.5% --------- --------- --------- --------- Operating income............................................................... 3.8% 1.5% 0.9% 1.5% Interest expense, net.......................................................... (7.7%) (8.1%) (8.0%) (7.5%) Net income (loss).............................................................. (2.9%) (7.6%) (4.7%) (5.0%) Other key ratios: Film rental as a percentage of admission revenues.............................. 50.6% 47.9% 50.4% 48.5% Cost of concessions as a percentage of concession revenues..................... 14.9% 15.0% 15.4% 15.2% 8 COMPARISON OF THE THREE MONTHS ENDED MAY 31, 1997 AND 1996 REVENUES. Revenues increased 12.1% in the three months ended May 31, 1997 (third quarter of fiscal 1997) to $30.8 million from $27.5 million in the three months ended May 31, 1996 (third quarter of fiscal 1996). The increase in revenues is attributable to a 4.3% increase in the average screen count, a $0.27 increase in the average ticket price and a $.25 increase in concession revenues per patron partially offset by a 213 patron decrease in average attendance per screen. GROSS PROFIT. Gross profit (consisting of revenues less film rental costs and cost of concessions) increased 9.6% in the third quarter of fiscal 1997 to $18.8 million from $17.2 million in the third quarter of fiscal 1996. This increase is primarily attributable to the 12.1% increase in revenues, partially offset by the increase of 15.8% in film rental expense and 19.6% in costs of concessions. Gross profit as a percentage of total revenues (the "gross profit percentage") was 61.1% in the third quarter of fiscal 1997 and 62.5% in the third quarter of fiscal 1996. The decrease in gross profit as a percentage of revenues resulted primarily from an increase in film rental costs as a percentage of theatre admissions from 47.9% to 50.6%. OTHER THEATRE OPERATING COSTS. Other theatre operating costs increased 5.9% in the third quarter of fiscal 1997 to $13.1 million from $12.4 million in the third quarter of fiscal 1996, primarily resulting from a 4.3% increase in the average screen count at a higher average cost per screen, partially offset by a decrease in repairs and maintenance expense, supplies expense and insurance expense. Other theatre operating costs as a percentage of revenues decreased to 42.7% in the third quarter of fiscal 1997 from 45.1% in the third quarter of fiscal 1996 primarily due to the reasons stated above as well as the overall increase in revenues. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses increased 1.3% in the third quarter of fiscal 1997 compared to the third quarter of fiscal 1996. General and administrative expenses as a percentage of revenues decreased to 6.6% in the third quarter of fiscal 1997 from 7.3% in the third quarter of fiscal 1996 due to the increase in the Company's revenues. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense increased 6.2% in the third quarter of fiscal 1997 to $2.5 million from $2.3 million in the third quarter of fiscal 1996. This increase was primarily the result of theatre property additions over the past twelve months. INTEREST EXPENSE. Interest expense increased 4.5% in the third quarter of fiscal 1997 to $2.4 million from $2.3 million in the third quarter of fiscal 1996. NET LOSS. The Company incurred a net loss of $885,000 in the third quarter of fiscal 1997 compared to a net loss of $2.1 million in the third quarter of fiscal 1996, primarily resulting from the increase in revenues and the decrease in other theatre operating costs as a percentage of revenues , partially offset by the increase in film rental costs. In addition, the net loss for the third quarter of fiscal 1996 included an extraordinary loss on the extinguishment of debt of $751,000, net of income tax. 9 COMPARISON OF THE NINE MONTHS ENDED MAY 31, 1997 AND 1996 REVENUES. Revenues increased 8.1% in the nine months ended May 31, 1997 (the 1997 period) to $86.2 million from $79.7 million in the nine months ended May 31, 1996 (the 1996 period). The increase in revenues is attributable to a 3.1% increase in the average screen count in the 1997 period from the 1996 period, a $0.13 increase in the average ticket price and a $0.13 increase in concession revenues per patron. GROSS PROFIT. Gross profit (consisting of revenues less film rental costs and cost of concessions) increased 6.0% in the 1997 period to $52.3 million from $49.4 million in the 1996 period. This increase is primarily attributable to the 8.1% increase in revenues, partially offset by the increase of 11.2% in film rental expense and 14.3% in concession costs. Gross profit as a percentage of total revenues (the "gross profit percentage") decreased to 60.7% in the 1997 period from 61.9% in the 1996 period. The decrease in gross profit as a percentage of revenues resulted primarily from an increase in film rental costs as a percentage of theatre admissions from 48.5% to 50.5%. OTHER THEATRE OPERATING COSTS. Other theatre operating costs increased 8.8% in the 1997 period to $38.7 million from $35.6 million in the 1996 period, primarily resulting from a 3.1% increase in the average screen count at a higher average cost per screen, an increase in payroll costs as a percentage of revenues and an increase in repairs and maintenance costs. Other theatre operating costs as a percentage of revenues increased to 44.9% in the 1997 period from 44.7% in the 1996 period primarily due to the reasons stated above plus the fact that facility and other costs were incurred on 12 screens which were closed during most of the 1997 period for renovation and expansion plus an additional 14 screens which were closed for three and a half months for renovation and expansion. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses decreased 3.3% in the 1997 period compared to the 1996 period. General and administrative expenses as a percentage of revenues decreased to 6.5% in the 1997 period from 7.2% in the 1996 period due to the increase in the Company's revenues combined with the decrease in general and administrative expenses. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses increased 7.2% in the 1997 period to $7.3 million from $6.8 million in the 1996 period. This increase was primarily the result of theatre property additions over the past twelve months. INTEREST EXPENSE. Interest expense increased 14.7% in the 1997 period to $6.9 million from $6.0 million in the 1996 period. The increase was due to an increase in the average debt outstanding and higher interest rates on a significant portion of the Company's debt in the 1997 period versus the 1996 period. NET LOSS. The Company incurred a net loss in the 1997 period of $4.0 million compared to a net loss of $4.0 million in the 1996 period. The net loss for the 1996 period included a loss on the extinguishment of debt of $751,000, net of income tax. The increased loss in the 1997 period was primarily due to the increase in film rental costs as a percentage of theatre admissions and the increase in other theatre operating costs and interest expense. 10 LIQUIDITY AND CAPITAL RESOURCES The Company's revenues are collected in cash, primarily through box office admissions and theatre concession revenues. The Company has an operating "float" which partially finances its operations and which permits the Company to maintain a small amount of working capital capacity. The "float" exists because its revenues are received in cash, while exhibition costs (primarily film rentals) are ordinarily paid to distributors within 14 to 45 days following receipt of admission revenues. On March 6, 1996, the Company issued $85 million of 10 5/8% Senior Secured Notes due 2003 and entered into a $25 million New Credit Facility. Interest on the Senior Secured Notes is paid semi-annually and commenced on September 1, 1996. The New Credit Facility consists of a seasonal revolving loan facility in the aggregate amount of $12.5 million (the "Seasonal Revolver") available for working capital purposes and a reducing revolving loan facility in the aggregate commitment amount of $12.5 million (the "Reducing Revolver") available for future capital expenditures. Under the terms of the New Credit Facility, $12.5 million was available under the Seasonal Revolver at May 31, 1997 with $2.5 million outstanding. The Company will have access to the Reducing Revolver once its ratio of net debt to EBITDA is less than (i) 4.5 to 1.0, with respect to the first $7.0 million available under the Reducing Revolver and (ii) 4.25 to 1.0, with respect to the remaining $5.5 million available under the Reducing Revolver. The New Credit Facility contains covenants that, among other things, restrict the ability of the Company to incur additional debt, create certain liens, make certain investments (including certain capital expenditures), pay dividends or make other distributions, sell assets of the Company or its subsidiaries, issue or sell equity interests of the Company's subsidiaries or enter into certain mergers or consolidations. Under the New Credit Facility, the Company is required to comply with specified financial ratios, including maximum net debt to EBITDA and minimum interest coverage and fixed charge coverage ratios. The Company's primary capital requirements are for furniture and equipment relating to new theatre openings and for remodeling, expansion and maintenance of existing theatres. The Company prefers to develop theatres on a leasehold basis rather than a fee-owned basis due to the fact that the capital requirements associated with developing a theatre on a leasehold basis are significantly less than developing a theatre on a fee-owned basis. The Company has historically developed, and plans to continue developing, a significant portion of new theatres by entering into long-term, net leases which provide for the incurrence by the landlord of the construction costs of the theatre, other than those for furniture, fixtures and equipment, in exchange for the Company's entering into the lease. The Company historically has funded its capital expansion needs through financing activities and with excess funds generated from its operations. During the nine months ended May 31, 1997, the Company made capital expenditures of approximately $15.7 million primarily for developing new theatres and adding new screens to existing theatres. During this period the Company opened three leased theatres with 34 screens and added 18 new screens to two leased theatres. The Company closed six leased theatres with 26 screens resulting in a circuit total of 619 screens in 67 theatres as of May 31, 1997. 11 In December 1996, the Company completed the sale of two parcels of undeveloped land for approximately $4.0 million and simultaneously entered into leaseback arrangements for the development of two new theatres on these parcels with a total of 36 screens scheduled to be completed in November 1997. Construction is underway in the development of four new theatres with a total of 83 screens which are scheduled to open prior to December 31, 1997. 12 PART II--OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, the Company is involved in various legal proceedings arising in the ordinary course of its business operations, such as personal injury claims, employment matters and contractual disputes. Management believes that the Company's potential liability with respect to proceedings currently pending is not material in the aggregate to the Company's consolidated financial position or results of operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 2 Plan of acquisition Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K The Registrant filed no Current Reports on Form 8-K during the period covered by this Quarterly Report on Form 10-Q. No other Items of Form 10-Q are applicable to the Registrant for the period covered by this Quarterly Report on Form 10-Q. 13 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. COBB THEATRES, L.L.C. ---------------------- (Registrant) Date: 7/15/97 /s/ Robert M. Cobb ---------------------- ------------------ Robert M. Cobb President and Chief Executive Officer Date: 7/15/97 /s/ Ricky W. Thomas ---------------------- ------------------- Ricky W. Thomas Senior Vice President and Chief Financial Officer 14