UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the
--- Securities Exchange Act of 1934
For the Quarterly Period ended March 31, 2002
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or
Transition Report Pursuant to Section 13 or 15(d) of the
--- Securities Exchange Act of 1934
For the Transition Period from to
---------- ----------
Commission File Number 1-9063
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MARITRANS INC.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 51-0343903
-------------------------------- -----------
(State or other jurisdiction of (Identification No.
incorporation or organization) I.R.S. Employer)
TWO HARBOUR PLACE
302 KNIGHTS RUN AVENUE
SUITE 1200
TAMPA, FLORIDA 33602
(Address of principal executive offices)
(Zip Code)
(813) 209-0600
Registrant's telephone number, including area code
(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 requirements
for the past 90 days.
Yes X No
--- ---
Common Stock $.01 par value, 8,172,063 shares outstanding as of May 6, 2002
MARITRANS INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - March 31, 2002 and December 31, 2001 3
Condensed Consolidated Statements of Income - Three months ended March 31,
2002 and 2001 4
Condensed Consolidated Statements of Cash Flows - Three months ended March 31,
2002 and 2001 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
PART I: FINANCIAL INFORMATION
MARITRANS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($000)
March 31, December 31,
2002 2001
--------- ------------
(Unaudited) (Note 1)
ASSETS
Current assets:
Cash and cash equivalents $ 4,585 $ 3,558
Trade accounts receivable 7,956 8,703
Other accounts receivable 4,324 3,620
Inventories 2,517 2,453
Deferred income tax benefit 7,258 7,258
Prepaid expenses 3,054 2,659
--------- ---------
Total current assets 29,694 28,251
Vessels and equipment 311,695 307,540
Less accumulated depreciation 148,365 144,223
--------- ---------
Net vessels and equipment 163,330 163,317
Note receivable 4,142 4,271
Goodwill 2,863 2,863
Other 1,384 1,725
--------- ---------
Total assets $ 201,413 $ 200,427
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Debt due within one year $ 5,000 $ 10,738
Trade accounts payable 974 681
Accrued shipyard costs 6,158 6,370
Accrued wages and benefits 2,834 2,098
Other accrued liabilities 4,124 2,353
--------- ---------
Total current liabilities 19,090 22,240
Long-term debt 59,000 32,250
Deferred shipyard costs 9,237 9,555
Other liabilities 3,617 3,527
Deferred income taxes 44,791 44,791
Stockholders' equity:
Common stock 135 133
Capital in excess of par value 81,008 79,781
Retained earnings 32,118 29,983
Unearned compensation (1,251) (855)
Less: Cost of shares held in treasury (46,332) (20,978)
--------- ---------
Total stockholders' equity 65,678 88,064
--------- ---------
Total liabilities and stockholders' equity $ 201,413 $ 200,427
========= =========
See notes to financial statements.
3
MARITRANS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
($000, except per share amounts)
Three Months Ended March 31,
2002 2001
-------- --------
Revenues $ 31,323 $ 31,567
Costs and expenses:
Operation expense 15,632 16,641
Maintenance expense 3,824 3,708
General and administrative 1,935 1,890
Depreciation and amortization 4,621 4,431
-------- --------
Total operating expense 26,012 26,670
-------- --------
Operating income 5,311 4,897
Interest expense (806) (1,595)
Other income 226 989
-------- --------
Income before income taxes 4,731 4,291
Income tax provision 1,774 1,631
-------- --------
Net income $ 2,957 $ 2,660
======== ========
Basic earnings per share $ 0.35 $ 0.26
Diluted earnings per share $ 0.32 $ 0.24
Dividends declared per share $ 0.10 $ 0.10
See notes to financial statements.
4
MARITRANS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($000)
Three Months Ended March 31,
2002 2001
-------- --------
Cash flows from operating activities:
Net income $ 2,957 $ 2,660
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 4,621 4,431
Deferred income tax provision -- --
Changes in receivables, inventories and prepaid expenses (417) 923
Changes in current liabilities, other than debt 2,589 (1,920)
Other (244) (568)
-------- --------
6,549 2,866
-------- --------
Net cash provided by operating activities 9,506 5,526
Cash flows from investing activities:
Release of cash and cash equivalents - restricted -- 9,620
Collections on notes receivable 404 117
Purchase of vessels and equipment (4,634) (1,015)
-------- --------
Net cash provided by (used in) investing activities (4,230) 8,722
-------- --------
Cash flows from financing activities:
Borrowings under long-term debt 9,000 --
Payment of long-term debt (6,988) (338)
Borrowings under revolving credit facilities 19,000 --
Purchase of treasury stock (25,145) (3,238)
Proceeds from exercise of stock options 706 4
Dividends declared and paid (822) (1,077)
-------- --------
Net cash used in financing activities (4,249) (4,649)
-------- --------
Net increase in cash and cash equivalents 1,027 9,599
Cash and cash equivalents at beginning of period 3,558 36,598
-------- --------
Cash and cash equivalents at end of period $ 4,585 $ 46,197
======== ========
See notes to financial statements
5
MARITRANS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
1. Basis of Presentation/Organization
Maritrans Inc. owns Maritrans Operating Company L.P. (the "Operating
Company"), Maritrans General Partner Inc., Maritrans Tankers Inc.,
Maritrans Barge Co., Maritrans Holdings Inc. and other Maritrans entities
(collectively, the "Company"). These subsidiaries, directly and
indirectly, own and operate oil tankers, tugboats, and oceangoing
petroleum tank barges principally used in the transportation of oil and
related products along the Gulf and Atlantic Coasts.
In the opinion of management, the accompanying condensed consolidated
financial statements of Maritrans Inc., which are unaudited (except for
the Condensed Consolidated Balance Sheet as of December 31, 2001, which
is derived from audited financial statements), include all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial statements of the consolidated entities.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the unaudited condensed consolidated financial statements do
not include all of the information and notes normally included with
annual financial statements prepared in accordance with generally
accepted accounting principles. These financial statements should be read
in conjunction with the consolidated historical financial statements and
notes thereto included in the Company's Form 10-K for the period ended
December 31, 2001.
6
2. Earnings per Common Share
The following data show the amounts used in computing basic and diluted
earnings per share ("EPS"):
Three Months Ended March 31,
2002 2001
---- ----
(000's)
Income available to common stockholders
used in basic EPS $ 2,957 $ 2,660
Weighted average number of common
shares used in basic EPS 8,528 10,328
Effect of dilutive securities:
Stock options and restricted shares 656 660
Weighted number of common shares
and dilutive potential common
stock used in diluted EPS 9,184 10,988
3. Income Taxes
The Company's effective tax rate differs from the federal statutory rate
due primarily to state income taxes and certain nondeductible items.
4. Share Buyback Program
On February 9, 1999, the Board of Directors authorized a share buyback
program for the acquisition of up to one million shares of the Company's
common stock. In February 2000 and again in February 2001, the Board of
Directors authorized the acquisition of an additional one million shares
in the program. The total authorized shares under the program are three
million. As of March 31, 2002, 2,398,700 shares have been repurchased
under the plan; such repurchases have been financed from internally
generated funds.
5. Tender Offer
During December 2001, the Company announced a self-tender offer (the
"Offer") to purchase up to 2,000,000 shares of its common stock. On
January 18, 2002, the Offer closed, and the Company subsequently
purchased 2,176,296 shares of common stock for a purchase price of $11.50
per share, or approximately $25.0 million, on January 29, 2002. The
purchase price was funded through borrowings under the Company's Credit
Facility.
7
6. Impact of Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, Business Combinations, and No.
142, Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill will no
longer be amortized but will be subject to the annual impairment tests in
accordance with the Statements. Other intangible assets will continue to
be amortized over their useful lives. The Company adopted the new rules
on accounting for goodwill and other intangible assets on January 1,
2002. A reconciliation of net income for the quarter ended March 31, 2001
had goodwill not been amortized pursuant to FASB No. 142 is as follows:
($000)
Net income as reported for the three months ended March 31, 2001 $2,660
Elimination of goodwill amortization 70
------
Adjusted net income $2,730
======
Adjusted basic earnings per share for the three months ended March 31, 2001 $ .26
======
Adjusted diluted earnings per share for the three months ended March 31, 2001 $ .25
======
The Company is in the process of performing the first of the required
impairment tests of goodwill and the Company does not believe that there
will be an impairment of goodwill.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Information
Some of the statements in this Form 10-Q (this "10-Q") constitute
forward-looking statements under Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements made with respect to present or anticipated utilization,
future revenues and customer relationships, capital expenditures, future
financings, and other statements regarding matters that are not historical
facts, and involve predictions. These statements involve known and unknown
risks, uncertainties and other factors that may cause actual results, levels of
activity, growth, performance, earnings per share or achievements to be
materially different from any future results, levels of activity, growth,
performance, earnings per share or achievements expressed in or implied by such
forward-looking statements.
The forward-looking statements included in this 10-Q relate to future events or
the Company's future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "seem," "should,"
"believe," "future," "potential," "estimate," "offer," "opportunity," "quality,"
"growth," "expect," "intend," "plan," "focus," "through," "strategy," "provide,"
"meet," "allow," "represent," "commitment," "create," "implement," "result,"
"seek," "increase," "establish," "work," "perform," "make," "continue," "can,"
"will," "include," or the negative of such terms or comparable terminology.
These forward-looking statements inherently involve certain risks and
uncertainties, although they are based on the Company's current plans or
assessments that are believed to be reasonable as of the date of this 10-Q.
Factors that may cause actual results, goals, targets or objectives to differ
materially from those contemplated, projected, forecast, estimated, anticipated,
planned or budgeted in such forward-looking statements include, among others,
the factors outlined in this 10-Q, changes in oil companies' operating and
sourcing decisions, competition for marine transportation, domestic oil
consumption, the continuation of federal law restricting United States
point-to-point maritime shipping to U.S. vessels (the Jones Act), demand for
petroleum products, future spot market rates, changes in interest rates, the
effect of terrorists activities and the general financial, economic,
environmental and regulatory conditions affecting the oil and marine
transportation industry in general. Given such uncertainties, current or
prospective investors are cautioned not to place undue reliance on any such
forward-looking statements. These factors may cause the Company's actual results
to differ materially from any forward-looking statement.
Although the Company believes that the expectations in the forward-looking
statements are reasonable, the Company cannot guarantee future results, levels
of activity, performance, growth, earnings per share or achievements. However,
neither the Company nor any other person assumes responsibility for the accuracy
and completeness of such statements. The Company is under no duty to update any
of the forward-looking statements after the date of this 10-Q to conform such
statements to actual results.
9
The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included in Part I Item 1 of this Form
10-Q and the audited financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended December 31, 2001 contained in the Company's Annual Report on Form
10-K for the year ended December 31, 2001.
Results of Operations
Time Charter Equivalent ("TCE") is a commonly used industry measure where direct
voyage costs are deducted from revenue. Maritrans enters into various types of
charters, some of which involve the customer paying substantially all voyage
costs, while other types of charters involve Maritrans paying some or
substantially all of the voyage costs. The Company monitors the TCE basis
because it essentially nets the voyage costs and voyage revenue to yield a
measure that is comparable between periods regardless of the types of charters
utilized. Going forward, the Company will be reporting on a TCE basis. For
comparison purposes, the following table lists the TCE revenue for all quarters
in 2001 and 2000:
12/31/01 9/30/01 6/30/01 3/31/01 12/31/00 9/30/00 6/30/00 3/31/00
-------- -------- -------- -------- -------- -------- -------- --------
Voyage revenue $31,716 $28,276 $31,826 $31,558 $32,239 $32,731 $28,045 $30,662
Voyage costs 4,803 4,995 5,707 5,997 6,941 7,112 5,605 7,249
------- ------- ------- ------- ------- ------- ------- -------
Time Charter Equivalent $26,913 $23,281 $26,119 $25,561 $25,298 $25,619 $22,440 $23,413
======= ======= ======= ======= ======= ======= ======= =======
Three Month Comparison
TCE revenue for the quarter ended March 31, 2002 compared to the quarter ended
March 31, 2001 is as follows:
3/31/02 3/31/01
------- -------
Voyage revenue $31,323 $31,558
Voyage costs 4,381 5,997
--------- ---------
Time Charter Equivalent $26,942 $25,561
========= =========
TCE revenue increased from $25.6 million to $26.9 million, or 5 percent, over
the comparable quarter in 2001. Vessel utilization, as measured by revenue days
divided by calendar days available, decreased from 87.9 percent in the first
quarter of 2001 to 82.8 percent in the first quarter of 2002. Utilization
decreased due to more vessel out of service time in the first quarter of 2002
compared to the first quarter of 2001 as a result of vessel maintenance and the
MARITRANS 252 rebuild. In the first quarter of 2002, the MARITRANS 252 was out
of service for one month for the completion of her double hull rebuild, which
began in June 2001, and re-entered service early in February 2002.
10
Term contract rates renewed with customers in 2001 were renewed at higher levels
than those experienced in 2000. The increase in these rates resulted from a more
stable supply/demand relationship in the Jones Act trade. These rate increases
had a positive impact on the first quarter of 2002 revenue. Spot market rates
were significantly lower than the same period in 2001 due to high gasoline
inventories and a decreased demand for jet fuel. In addition, warm weather in
the Northeast reduced the demand for heating oil. The Company expects spot rates
to gradually improve throughout 2002. Barrels of cargo transported decreased
from 46.2 million in the first quarter of 2001 to 42.9 million in the first
quarter of 2002, due to decreases in demand and utilization during the quarter.
Voyage costs decreased from $6.0 million in the first quarter of 2001 to $4.4
million in the first quarter of 2002, a decrease of $1.6 million or 27 percent.
The primary decrease in voyage costs was in fuel costs, which resulted from the
downturn in the economy in the later part of 2001. The average price per gallon
of fuel decreased almost 40 percent compared to the same quarter in 2001.
Offsetting the decrease that resulted from fuel was an increase in port charges.
During the first quarter of 2002, one of the Company's tankers made numerous
trips through the Panama Canal, which resulted in a significant increase in port
charges.
Operating expenses, excluding voyage costs discussed above, increased from $10.6
million in the first quarter of 2001 to $11.2 million in the first quarter of
2002, an increase of $0.6 million or 6 percent. Crew costs increased in the
first quarter of 2002 as a result of seagoing salary increases which took effect
in 2002. Routine maintenance increased in the first quarter of 2002 compared to
the first quarter of 2001 as a result of a higher level of vessel maintenance.
Other maintenance expenses decreased due to the extensive renewals and
refurbishments that occur during the rebuilding of the single-hulled barges to
double- hulled barges.
Operating income increased as a result of the aforementioned changes in revenue
and expenses.
Other income in the first quarter of 2002 was $0.2 million compared to other
income in the first quarter of 2001 of $1.0 million. Other income is made up
primarily of interest income. Interest income decreased due to a lower amount of
cash invested in the first quarter of 2002 compared to the first quarter of
2001. The decrease in the average cash balance is primarily the result of the
refinancing discussed below.
Interest expense in the first quarter of 2002 of $0.8 million decreased compared
to $1.6 million in the first quarter of 2001 as a result of the refinancing of
debt that took place in the fourth quarter of 2001. The new debt has a variable
interest rate, which was lower than the fixed interest rate of 9.25 percent on
most of the previously held debt and therefore resulted in decreased interest
expense when compared to the first quarter of 2001.
Net income for the first quarter of 2002 increased compared to the first quarter
of 2001 due to the aforementioned changes in revenue and expenses.
11
Liquidity and Capital Resources
For the three months ended March 31, 2002, funds provided by operating
activities were sufficient to meet debt service obligations and loan agreement
restrictions, to make capital acquisitions and improvements and to allow
Maritrans Inc. to pay a dividend in the current quarter. While dividends have
been made quarterly in each of the last three years, there can be no assurances
that the dividend will continue. The ratio of total debt to capitalization is
..49:1 at March 31, 2002.
Management believes funds provided by operating activities, augmented by the
Company's Credit Facility, described below, and investing activities, will be
sufficient to finance operations, anticipated capital expenditures, lease
payments and required debt repayments in the foreseeable future.
On February 9, 1999, the Board of Directors authorized a share buyback program
for the acquisition of up to one million shares of the Company's common stock,
which represented approximately 8 percent of the 12.1 million shares outstanding
at that time. In February 2000 and again in February 2001, the Board of
Directors authorized the acquisition of an additional one million shares in the
program. The total authorized shares under the buyback program are three
million. As of March 31, 2002, 2,398,700 shares had been purchased under the
plan and financed by internally generated funds. The Company intends to hold the
majority of the shares as treasury stock; although some shares will be used for
employee compensation plans and others may be used for acquisition currency
and/or other corporate purposes.
In August 2000, the Company awarded a contract to rebuild a third large single
hull barge, the OCEAN CITIES, to a double hull configuration. In February 2002,
this vessel was completed and put back into service as the MARITRANS 252. The
total cost of the rebuild was $16.3 million. The Company financed this project
from internally generated funds.
In September 2001, the Company awarded a contract to rebuild a fourth large
single hull barge, the OCEAN 250, to a double hull configuration, which is
expected to have a total cost of approximately $16.0 million. As of March 31,
2002, $5.8 million has been paid to the shipyard contractor for prefabrication
and other advance design work. The Company has financed, and expects to continue
the financing of, this project from internally generated funds.
In October 2001, the Company repaid $33.0 million of its long-term debt in
advance of its due date. The Company recorded an extraordinary charge of
approximately $2.5 million, net of taxes, or approximately $0.24 per share, in
prepayment penalties and the write-off of unamortized financing costs in the
fourth quarter of 2001 as a result of the repayment.
In December 2001, the Company announced a self-tender offer (the "Offer") to
purchase up to 2,000,000 shares of its common stock at a price between $11.00
and $12.50. On January 18, 2002, the Offer closed, and the Company subsequently
purchased 2,176,296 shares of common stock for a purchase price of $11.50 per
share, or approximately $25.0 million. The purchase price was funded through
borrowings under the Company's Credit Facility with Citizens Bank.
12
Debt Obligations and Borrowing Facility
In November 2001, the Company entered into an $85 million credit and security
agreement ("Credit Facility") with Citizens Bank (formerly Mellon Bank N.A.) and
a syndicate of other financial institutions ("Lenders"). Pursuant to the terms
of the Credit Facility, the Company can borrow up to $45 million of term loans
and up to $40 million under a revolving credit facility. Interest is variable
based on either the LIBOR rate or prime rate plus an applicable margin (as
defined). Principal payments on the term loans are required on a quarterly basis
beginning in April 2002. The Credit Facility expires in January 2007. The
Company has granted first preferred ship mortgages and a first security interest
in the vessels and other collateral to the Lenders as a guarantee of the debt.
At March 31, 2002, there was $45 million of term loans outstanding under the
Credit Facility and $19 million outstanding under the revolving line of credit.
Maintenance and Repairs
Provision is made for the cost of upcoming major periodic overhauls of vessels
and equipment in advance of performing the related maintenance and repairs. The
current portion of this estimated cost is included in accrued shipyard costs
while the portion of this estimated cost not expected to be incurred within one
year is classified as long-term. Although the shipyard costs have fluctuated,
particularly as a result of changes in the size of the fleet, the provision has
been in line with the actual disbursements over time. The Company believes that
providing for such overhauls in advance of performing the related maintenance
and repairs provides a more appropriate view of the financial position of the
Company at any point in time.
In June 2001, the AICPA issued an Exposure Draft on a Proposed Statement of
Position regarding Accounting for Certain Costs and Activities Related to
Property, Plant, and Equipment. The Proposed Statement, if issued, would require
the Company to modify its accounting policy for maintenance and repairs. Such
costs would no longer be accrued in advance of performing the related
maintenance and repairs; rather, the Proposed Statement would require these
costs to be capitalized and amortized over their estimated useful life. The
Company has not yet quantified the impact of adopting this new pronouncement on
its financial statements; however, the Company's preliminary assessment is that
the adoption of this pronouncement would increase the recorded value of vessels
and equipment and stockholders' equity of the Company.
Impact of Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill will no longer be amortized but
will be subject to the annual impairment tests in accordance with the
Statements. Other intangible assets will continue to be amortized over their
useful lives. The Company adopted the new rules on accounting for goodwill and
other intangible assets on January 1, 2002. The Company is in the process of
performing the first of the required impairment tests of goodwill and the
Company does not believe that there will be an impairment of goodwill.
13
Part II: OTHER INFORMATION
ITEM 1. Legal Proceedings
In 1996, Maritrans filed suit against the United States government
under the Fifth Amendment to the U.S. Constitution for "taking"
Maritrans' tank barges without just compensation. The Fifth Amendment
specifically prohibits the United States government from taking
private property for public use without just compensation. Maritrans
asserts that its vessels were taken by Section 4115 of OPA, which
prohibits all existing single-hull tank vessels from operating in U.S.
waters under a retirement schedule that began January 1, 1995, and
ends on January 1, 2015. This OPA provision will force Maritrans to
remove its single-hull barges from service commencing on January 1,
2005 or rebuild them, thus depriving the Company of their continued
use for a significant portion of their remaining economic lives. In
December 2001, the United States Court of Federal Claims ruled that
the OPA double hull requirement did not constitute a taking of
Maritrans' vessels. The Company is currently appealing the decision.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
None.
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the quarter ended March 31,
2002.
14
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.
MARITRANS INC.
(Registrant)
By: /s/ Walter T. Bromfield Dated: May 10, 2002
-------------------------------
Walter T. Bromfield
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Judith M. Cortina Dated: May 10, 2002
-------------------------------
Judith M. Cortina
Controller
(Principal Accounting Officer)
15