SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended Commission File Number: August 2, 2000 0-21486 HARRY'S FARMERS MARKET, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-2037452 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1180 Upper Hembree Road, Roswell, Georgia 30076 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (770) 667-8878 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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__________________ ------------------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Class A Common 4,139,375 ------------------------- ------------------------ Class Outstanding at September 14, 2000 Class B Common 2,050,701 ------------------------- ------------------------ Class Outstanding at September 14, 2000 -1- PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements -2- Harry's Farmers Market, Inc. and Subsidiaries Consolidated Balance Sheets Amounts in thousands (Unaudited) August 2, February 2, 2000 2000 ----------- ----------- ASSETS CURRENT ASSETS Cash $ 224 $ 432 Accounts receivable, net of allowance 207 121 Inventories 9,731 10,987 Prepaid expenses 954 652 Assets held for sale - 4,500 Other current assets 54 81 ----------- ------------ Total current assets 11,170 16,773 ----------- ------------ PROPERTY AND EQUIPMENT Buildings 31,839 31,724 Equipment 31,354 31,159 Vehicles 185 185 ----------- ------------ 63,378 63,068 Accumulated depreciation (34,607) (32,503) ----------- ------------ 28,771 30,565 Land 7,224 7,224 ----------- ------------ Total property and equipment 35,995 37,789 ----------- ------------ OTHER ASSETS Deposits on equipment 299 247 Loan costs 804 1,143 Other 233 299 ----------- ------------ 1,336 1,689 ----------- ------------ Total assets $ 48,501 $ 56,251 =========== ============ See accompanying notes to financial statements -3- Harry's Farmers Market, Inc. and Subsidiaries Consolidated Balance Sheets Amounts in thousands (Unaudited) August 2, February 2, 2000 2000 ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term obligations $ 1,538 $ 4,162 Accounts payable - trade 5,630 7,273 Workers' compensation and general liability insurance 260 256 Accrued payroll and payroll taxes payable 670 649 Sales taxes payable 234 34 Other accrued liabilities 822 761 Income taxes payable - 250 ----------- ----------- Total current liabilities 9,154 13,385 ----------- ----------- LONG-TERM OBLIGATIONS, NET OF CURRENT MATURITIES 20,545 21,783 ----------- ----------- OTHER NON-CURRENT LIABILITIES 498 477 ----------- ----------- STOCKHOLDERS' EQUITY Common Stock - Class A 34,681 34,681 Common Stock - Class B 3,936 3,936 Additional Paid-in Capital 1,257 1,257 Accumulated deficit (21,570) (19,268) ----------- ----------- Total stockholders' equity 18,304 20,606 ----------- ----------- Total liabilities and stockholders' equity $ 48,501 $ 56,251 =========== =========== See accompanying notes to financial statements -4- Harry's Farmers Market, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited) Amounts in thousands, except per share date For the Thirteen Weeks Ended, ----------------------------------------------------------------- August 2, 2000 August 4, 1999 ------------------------------ ---------------------------------- Net sales $ 35,277 100.0% $ 35,160 100.0% Cost of goods sold 25,245 71.6 24,967 71.0 --------- ---------- --------- --------- Gross profit 10,032 28.4 10,193 29.0 --------- ---------- --------- --------- Operating expenses Direct store expenses 5,978 17.0 5,943 16.9 Selling, general & administrative expenses 3,440 9.6 3,052 8.7 Depreciation and other amortization 1,006 2.9 1,018 2.9 --------- ---------- --------- --------- Total operating expenses 10,424 29.5 10,013 28.5 --------- ---------- --------- --------- Operating income (loss) (392) (1.1) 180 0.5 Interest expense (949) (2.7) (569) (1.6) Other income 200 0.6 232 0.6 --------- ---------- --------- --------- Pretax loss (1,141) (3.2) (157) (0.5) Income taxes - - - - --------- ---------- --------- --------- Net loss (1,141) (3.2) (157) (0.5) Provision for accretion of warrants - (0.0) (37) (0.1) --------- ---------- --------- --------- Net loss applicable to common shareholders $ (1,141) (3.2)% $ (194) (0.6)% ========= ========== ========= ========= Net loss per common share - Basic $ (0.18) $ (0.03) ========= ========= Net loss per common share - Diluted $ (0.18) $ (0.03) ========= ========= See accompanying notes to financial statements -5- Harry's Farmers Market, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited) Amounts in thousands, except per share date For the Twenty-Six Weeks Ended, -------------------------------------------------------------- August 2, 2000 August 4, 1999 -------------------------- -------------------------- Net sales $ 70,188 100.0% $ 68,834 100.0% Cost of goods sold 50,176 71.5 49,306 71.6 --------- ----------- --------- --------- Gross profit 20,012 28.5 19,528 28.4 --------- ----------- --------- --------- Operating expenses Direct store expenses 11,797 16.8 11,790 17.1 Selling, general & administrative expenses 6,737 9.6 6,198 9.0 Depreciation and other amortization 2,064 2.9 2,051 3.0 --------- ----------- --------- --------- Total operating expenses 20,598 29.3 20,039 29.1 --------- ----------- --------- --------- Operating loss (586) (0.8) (511) (0.7) Interest expense (1,941) (2.8) (1,072) (1.6) Other income 513 0.7 1,243 1.8 --------- --------- --------- --------- Loss before provision for accretion of warrants, income taxes and extraordinary loss (2,014) (2.9) (340) (0.5) Provision for accretion of warrants ( - ) (0.0) (74) (0.1) --------- --------- --------- --------- Loss applicable to common shareholders before income taxes and extraordinary loss (2,014) (2.9) (414) (0.6) Income taxes - - - - --------- --------- --------- --------- Loss applicable to common shareholders before extraordinary loss (2,014) (2.9) (414) (0.6) Extraordinary loss (288) (0.4) - - --------- --------- --------- --------- Net loss applicable to common shareholders $ (2,302) (3.3)% $ (414) (0.6)% ========= ========= ========= ========= Net loss per common share - Basic $ (0.37) $ (0.07) ========= ========= Net loss per common share - Diluted $ (0.37) $ (0.07) ========= ========= See accompanying notes to financial statements -6- Harry's Farmers Market, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) Amounts in thousands, except per share data For the Twenty-Six Weeks Ended, -------------------------------------------- August 2, 2000 August 4, 1999 -------------------------------------------- Changes in Cash Cash flows from operating activities: $ (2,302) $ (340) Net loss Adjustments to reconcile net earnings To cash provided by operations: Depreciation and amortization 2,312 2,314 Amortization of debt discount - 114 Gain on sale of assets - (60) (Increase) Decrease in accounts receivables (86) 473 Decrease in other receivables 26 - Decrease (Increase) in inventories 1,257 (1,656) Increase in prepaid expenses (302) (126) Increase in deposits (91) - Decrease in other current assets (52) (51) Decrease in accounts payable (1,644) (1,814) Increase in accrued liabilities 680 346 Decrease in deferred revenue (134) (72) Extraordinary loss 288 - ----------------- ----------------- Net cash used in operating activities (48) (872) ----------------- ----------------- Cash flows from investing activities: Capital expenditures, including capitalized interest (310) (574) Proceeds from sale of property and equipment - 145 Proceeds from sale of other assets 4,500 262 ----------------- ----------------- Net cash provided by (used in) investing activities 4,190 (167) ----------------- ----------------- Cash flows from financing activities: Net payments on revolving credit facility (1,076) 800 Principal payments on long-term obligations (3,274) (611) Deferred loan costs - (139) ----------------- ----------------- Net cash provided by (used in) financing activities (4,350) 50 ----------------- ----------------- Net decrease in cash (208) (989) Cash at beginning of period 432 1,697 ----------------- ----------------- Cash at end of period $ 224 $ 708 ================= ================= Supplemental Schedule of Noncash Investing and Financing Activities: Capital leases $ - $ - ================= ================= See accompanying notes to financial statements -7- NOTES TO FINANCIAL STATEMENTS AUGUST 2, 2000 NOTE A - BASIS OF PRESENTATION The interim financial statements included herein have been prepared by the Company without audit. These statements reflect all adjustments, which are, in the opinion of management, necessary to present fairly the financial position as of August 2, 2000, and the results of operations and cash flows for the twenty- six weeks then ended. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes for the fiscal year ended February 2, 2000, included in the Company's Annual Report on Form 10- K filed by the Company. Due to the seasonal nature of the Company's business, the results for the quarter ended August 2, 2000, are not necessarily indicative of the results for the entire 2001 fiscal year. NOTE B - INVENTORIES Inventories consist primarily of grocery items, which are stated at the lower of cost or market. Cost is determined under the first-in, first-out (FIFO) valuation method. NOTE C - EARNINGS PER SHARE Basic net earnings per common share are based upon the weighted average number of common shares outstanding during the period. Diluted net earnings per common share are based upon the weighted average number of common shares outstanding plus dilutive potential common shares, including options and warrants outstanding during the period. The following table sets forth the computation of basic and diluted income (loss) per share. For the thirteen weeks ended: August 2, 2000 August 4, 1999 -------------------- -------------------- Numerator for basic loss per common share $(1,141) $ (194) ==================== ==================== Denominator for basic loss per common share - weighted average shares outstanding 6,190 6,183 Effect of assumed conversion of debt and preferred stock - - -------------------- -------------------- Denominator for diluted loss per common share - adjusted weighted average shares outstanding 6,190 6,183 ==================== ==================== Basic loss per share $ (0.18) $(0.03) ==================== ==================== Diluted net loss per share $ (0.18) $(0.03) ==================== ==================== -8- For the twenty-six weeks ended: August 2, 2000 August 4, 1999 -------------------- -------------------- Numerator for basic loss per common share $(2,302) $ (414) ==================== ==================== Denominator for basic loss per common share - weighted average shares outstanding 6,190 6,183 Effect of assumed conversion of debt and preferred stock - - -------------------- -------------------- Denominator for diluted net loss per common share adjusted weighted average shares outstanding 6,190 6,183 ==================== ==================== Basic net loss per share $ (0.37) $(0.07) ==================== ==================== Diluted net income (loss) per share $ (0.37) $(0.07) ==================== ==================== NOTE D - CLAIMS AND LITIGATION The Company is involved in various claims and litigation, which arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability with respect to current outstanding actions will not materially affect the financial position of the Company. NOTE E - EXTRAORDINARY LOSS On March 16, 2000, the Company closed the sale of its distribution facility and repaid the remaining $2,458,237 outstanding on the facility's mortgage. The Company incurred an extraordinary loss of $287,850 on the early repayment of the note relating to prepayment fees and the write-off of deferred financing costs. NOTE F - LINE OF CREDIT AVAILABILITY In addition to the cash shown on the balance sheet, the Company had approximately $1.6 million available on its line of credit at August 2, 2000. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS - --------------------- Thirteen Weeks Ended August 2, 2000 (the "Second Quarter of Fiscal 2001") compared to Thirteen Weeks Ended August 4, 1999 (the " Second Quarter of Fiscal 2000"). Net sales for the Second Quarter of Fiscal 2001 were approximately $35.3 million, compared to net sales of approximately $35.2 million for the Second Quarter of Fiscal 2000. The sales increase of $0.1 million or approximately 0.3%, was due to a comparable store sales increase in the Second Quarter of Fiscal 2001. Gross profits in the Second Quarter of Fiscal 2001 decreased slightly to approximately $10.0 million or 28.4% of net sales, compared to approximately $10.2 million or 29.0% of net sales in the Second Quarter of Fiscal 2000. The decrease in gross profit dollars was largely due to a lower gross margin percent. Direct store expenses remained relatively constant at approximately $6.0 million or 17.0 % of net sales in the Second Quarter of Fiscal 2001 compared to approximately $5.9 million or 16.9% of net sales in the Second Quarter of Fiscal 2000. -9- Selling, general and administrative expenses for the Second Quarter of Fiscal 2001 increased to $3.4 million or 9.6% of sales compared to $3.1 million or 8.7% of sales in the Second Quarter of Fiscal 2000. The increase in selling, general and administrative expense was due to higher wages associated with the addition of new people, increased advertising, higher consulting and related expenses and higher communication expenses. Depreciation and amortization, which includes depreciation and amortization for the stores and the corporate facilities, but excludes the manufacturing facilities (which are included in cost of goods sold) was $1.0 million or 2.9% of sales for the Second Quarter of Fiscal 2001 compared to $1.0 million or 2.9% of sales for the Second Quarter of Fiscal 2000. Increases in depreciation expense due to new property additions were offset by assets becoming fully depreciated and accordingly not having any depreciation expense associated with them in the current period. Due to the reasons set forth above, the Company had an operating loss of approximately $(0.4) million or 1.1% of net sales during the Second Quarter of 2001 compared to an operating profit of approximately $0.2 million or 0.5 % of net sales in the Second Quarter of Fiscal 2000. Interest expense in the Second Quarter of Fiscal 2001 was approximately $0.9 million or 2.7% of net sales compared to $0.6 million or 1.6% of net sales during the Second Quarter of Fiscal 2000. The increase in interest expense was due to a higher interest rate being paid on debt incurred in the Company's refinancing during the fourth quarter of fiscal 2000. As a result of the refinancing, the Company's preferred stock and convertible debt were retired at substantial discounts. For the Second Quarters of Fiscal 2001 and 2000 no income tax provision was necessary. The Company has unrecognized net operating loss carry forwards for financial purposes of approximately $25.0 million as of the end of the Second Quarter of Fiscal 2001 that may be applied against future earnings. As a result of the above, the Company had a net loss applicable to common shareholders for the Second Quarter of Fiscal 2001 of approximately $(1.1) million or $(0.18) per common share - Basic, compared with net loss applicable to common shareholders of approximately $(0.2) million or $(0.03) per common share - Basic, during the Second Quarter of Fiscal 2000. Twenty-Six Weeks Ended August 2, 2000 (the "First Half of Fiscal 2001") compared to Twenty-Six Weeks Ended August 4, 1999 (the "First Half of Fiscal 2000"). Net sales for the First Half of Fiscal 2001 were approximately $70.2 million compared to approximately $68.8 million for the First Half of Fiscal 2000. The sales increase of $1.4 million or approximately 2.0%, was due to comparable store sales increases in the First Half of Fiscal 2001. Gross profits in the First Half of Fiscal 2001 increased to approximately $20.0 million or 28.5% of net sales, compared to approximately $19.5 million or 28.4% of net sales in the First Half of Fiscal 2000. The increase in gross profit dollars was largely due to increases in sales. Direct store expenses of approximately $11.8 million or 16.8% of net sales in the First Half of Fiscal 2001 was consistent with the approximately $11.8 million or 17.1% of net sales in the First Half of Fiscal 2000. Selling, general and administrative expenses for the First Half of Fiscal 2001 increased to $6.7 million or 9.6% of sales compared to $6.2 million or 9.0% of sales in the First Half of Fiscal 2000. The increase in selling, general and administrative expense was due to higher wages associated with the addition of new people, higher advertising costs, higher consulting and related expenses and higher communication expenses. -10- Depreciation and amortization, which includes depreciation and amortization for the stores and the corporate facilities, but excludes the manufacturing facilities (which are included in cost of goods sold) was $2.1 million or 2.9 % of sales for the First Half of Fiscal 2001 compared to $2.1 million or 3.0% of sales for the First Half of Fiscal 2000. Increases in depreciation expense due to new property additions were offset by assets becoming fully depreciated and accordingly not having any depreciation expense associated with them in the current period. Due to the reasons set forth above, the Company had an operating loss of approximately $(0.6) million or (0.8)% of net sales during the First Half of 2001 compared to an operating loss of approximately $(0.5) million or (0.7) % of net sales in the First Half of Fiscal 2000. Interest expense increased to approximately $1.9 million or 2.8% of net sales in the First Half of Fiscal 2001, compared to approximately $1.1 million or 1.6% of net sales in the First Half of Fiscal 2000. The increase in interest expense was due to a higher interest rate being paid on debt, which arose from the Company's refinancing in the fourth quarter of fiscal 2000. As a result of the refinancing, the Company's preferred stock and convertible debt were retired at substantial discounts. Other income decreased to approximately $0.5 million or 0.7% of net sales during the First Half of Fiscal 2001, from approximately $1.2 million or 1.8 % of net sales in the First Half of Fiscal 2000. This decrease was primarily due to the Company receiving, in the first quarter of fiscal 2000, approximately $500,000 from the sale of certain property rights related to the use of a billboard on one of the Company's properties. For the First Half of Fiscal 2001 and 2000 no income tax provision was necessary. The Company has unrecognized net operating loss carry forwards for financial purposes of approximately $25.0 million as of the end of the First Half of Fiscal 2001 that may be applied against future earnings On March 16, 2000, the Company closed the sale of its distribution facility and repaid the remaining $2,458,237 outstanding on the facility's mortgage. The Company incurred an extraordinary loss of approximately $0.3 million on the early repayment of the note relating to prepayment fees and the write-off of deferred financing costs. As a result of the above, the Company had a net loss applicable to common shareholders for the First Half of Fiscal 2001 of approximately $(2.3) million or $(0.37) per common share - Basic, compared with net loss applicable to common shareholders of approximately $(0.4) million or $(0.07) per common share - Basic, during the First Half of Fiscal 2000. Liquidity and Capital Resources The Company's cash requirements are based upon its seasonal working capital needs and capital requirements for capitalized additions and improvements and expansions. As of August 2, 2000, the Company had current assets of approximately $11.2 million and current liabilities of approximately $9.2 million, resulting in a net working capital position of $2.0 million. The Company had approximately $1.6 million as of August 2, 2000 available under its revolving credit facility. Net cash used in operating activities for the First Half of Fiscal 2001 was approximately $0.05 million. The use of cash for the First Half of Fiscal 2001 is mainly attributable to a decrease in the Company's trade accounts payable of approximately $1.6 million. EBITDA, which is defined as earnings (excluding one time nonrecurring charges or income) before interest, taxes, depreciation and amortization, decreased from approximately $2.5 million in the First Half of Fiscal 2000 to approximately $2.2 million in First Half of Fiscal 2001. Management believes that EBITDA is a measurement commonly used by analysts and investors. Accordingly, this information has been presented to permit a more complete analysis; however, EBITDA as reported may not be comparable to similarly titled measures used by other companies. EBITDA should not be considered a substitute for net income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. -11- Based on the terms of the Company's credit facility, management currently believes principal and interest payments in fiscal 2001 will be approximately $4.2 million. In addition, the Company currently plans to spend approximately $1.0 million on capital improvements. Management believes that with the Company's working capital surplus and availability under its line of credit and if the Company generates EBITDA in fiscal 2001 roughly equal to or more than the approximately $6.0 million of EBITDA it generated in fiscal 2000, then the Company should meet its cash requirements for operations and projected capital expenditures through fiscal 2001. The Company's ability to fund its working capital and capital expenditure requirements, make interest payments and meet its other cash requirements depends, among other things, on the availability of internally generated funds and the continued availability of and compliance with its credit facilities. Management believes that internally generated funds and its available credit facilities will provide the Company with sufficient sources of funds to satisfy its anticipated cash requirements in fiscal 2001. However, such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from results expressed or implied by such forward looking statements. Potential risks and uncertainties include, but are not limited to: economic conditions, changes in consumer spending, weather, competition, changes in the rate of inflation, potential sales by the Company of certain out-parcels and other assets, the inability to develop new stores as planned and other uncertainties that may occur from time to time. In the event of any significant reduction of internally generated funds, the Company may require funds from outside financing sources. In such event, there can be no assurance that the Company would be able to obtain such funding as and when required or on acceptable terms. Cautionary Statement for Purposes of "Safe Harbor Provisions" of the Private Securities Litigation Reform Act of 1995. Certain statements contained in this filing are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results, business strategy, plans for future business development activities, capital spending or financing sources, capital structure and the effects of regulation and competition, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to: economic conditions, changes in consumer spending, weather, competition, changes in the rate of inflation, changes in state or federal legislation or regulation, inability to develop new stores as planned, acceptance of new stores, stability and availability of product costs, unavailability of anticipated financings, inability to consummate proposed transactions, interest rates, the availability of human resources and other uncertainties detailed from time to time in the Company's Securities and Exchange Commission filings. ITEM 3. Quantitative And Qualitative Disclosure About Market Risk. Not Applicable. -12- PART II - OTHER INFORMATION Item 1. Legal Proceedings From time to time the Company is involved in lawsuits in the ordinary course of business. Such lawsuits have not resulted in any material losses to date, and the Company does not believe that the outcome of any existing lawsuits will have a material adverse effect on its business or financial condition. Item 2. Changes in Securities There have been no material modifications in the instruments defining the rights of shareholders during the Second Quarter of Fiscal 2001. None of the rights evidenced by the shares of the Company's common stock have been materially limited or qualified by the issuance or modification of any other class of securities. Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders. On June 26, 2000, the Company held its Annual meeting of Shareholders (the "Meeting"). At the Meeting, the shareholders of the Company voted on the following matters. 1. Election of the following individuals, which as of the date of the Meeting, constituted the entire Board of Directors, as directors of the Company for a term of one year, with votes cast as set forth below: Nominee Votes For Votes Against --------------------------- --------------------------- ---------------------- Harry A. Blazer 24,109,459 129,159 John D. Branch 24,183,484 55,134 Robert C. Glustrom 24,183,128 55,490 Donald M. Pamenter 24,184,878 53,740 Charles W. Sapp 24,162,828 75,790 2. Approval of the Company's 2000 long-Term Incentive Plan: Votes For: 21,816,407 Votes Against 120,835 Votes Abstained 14,709 Item 5. Other Information At the June 26, 2000, Board of Directors meeting, the Board of Directors was expanded to 6 and Mr. Peter E. Barr, the Chairman of Hazelwood Foods in the United Kingdom, was elected to the Board of Directors. -13- Item 6. Exhibits and Reports on Form 8-K A. Exhibits: None B. No reports on Form 8-K were filed during the quarter ended August 2, 2000. 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. HARRY'S FARMERS MARKET, INC. Dated: September 14, 2000 By:/s/ Harry A. Blazer -------------------- ------------------------------------- Harry A. Blazer Chairman, President and Chief Executive Officer (principal executive officer) Dated: September 14, 2000 By:/s/ John D. Branch -------------------- ------------------------------------- John D. Branch Senior Vice President & Chief Financial Officer (principal financial and accounting officer) -14-