##### 



FORM 10-Q/A-1   SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 (Mark One) [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the quarterly period ended December 28, 2003OR[   ]
    
    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 1-7872   TRANSTECHNOLOGY CORPORATION  Delaware
    
    95-4062211(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. employer identification no.)700 Liberty Avenue
Union, New Jersey
    
    07083
(Zip Code)(Address of principal executive offices)
 Registrants telephone number, including area code: (908) 688-2440 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  No X Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes  No X As of February 6, 2004, the total number of outstanding shares of
registrants one class of common stock was 6,498,143.




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##### 



TRANSTECHNOLOGY CORPORATION FORM 10-Q/A-1 The following items of the Form 10-Q for the quarterly period ended
December 28, 2003, previously filed by the registrant on February 10, 2004, are
hereby amended and supplemented as follows: PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K Exhibit
    
    Description31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




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##### 



ITEM 1. FINANCIAL STATEMENTS The following unaudited Statements of Consolidated Operations, Consolidated
Balance Sheets, and Statements of Consolidated Cash Flows are of
TransTechnology Corporation and its consolidated subsidiaries (collectively,
the Company). These reports reflect all adjustments of a normal recurring
nature, which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the interim periods reflected
therein. The results reflected in the unaudited Statements of Consolidated
Operations for the period ended December 28, 2003, are not necessarily
indicative of the results to be expected for the entire year. The following
unaudited Consolidated Financial Statements should be read in conjunction with
the notes thereto, and Managements Discussion and Analysis of Financial
Condition and Results of Operations set forth in Item 2 of Part I of this
report, as well as the audited financial statements and related notes thereto
contained in the Companys Annual Report on Form 10-K filed for the fiscal year
ended March 31, 2003. Information provided herein for the nine month period ended December 29, 2002,
has been reclassified to give effect to the reporting of the Companys former
wholly owned subsidiary, Norco, Inc., as discontinued operations as discussed
in Note 5 to the Financial Statements. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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##### 



TRANSTECHNOLOGY CORPORATION STATEMENTS OF CONSOLIDATED
OPERATIONS
UNAUDITED
(In Thousands of Dollars, Except Share Data) THREE MONTHS ENDED
    
    NINE MONTHS ENDEDDECEMBER 28, 2003
    
    DECEMBER 29, 2002
    
    DECEMBER 28, 2003
    
    DECEMBER 29,2002Net sales
    
    $
    16,679
    
    
    $
    15,562
    
    
    $
    49,131
    
    
    $
    41,303Cost of sales
    
    
    9,682
    
    
    
    8,076
    
    
    
    28,029
    
    
    
    22,132Gross profit
    
    
    6,997
    
    
    
    7,486
    
    
    
    21,102
    
    
    
    19,171General, administrative and selling expenses
    
    
    4,397
    
    
    
    4,012
    
    
    
    11,699
    
    
    
    11,885Interest expense
    
    
    2,640
    
    
    
    2,418
    
    
    
    7,711
    
    
    
    6,538Interest and other (income) expense  net
    
    
    (1,112
    )
    
    
    151
    
    
    
    (1,318
    )
    
    
    118Unrealized gain on warrants
    
    
    
    
    
    
    (1,228
    )
    
    
    
    
    
    
    (9
    )Forbearance fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    764Corporate office restructuring charge
    
    
    
    
    
    
    515
    
    
    
    
    
    
    
    515Income (loss) from continuing operations before income taxes
    
    
    1,072
    
    
    
    1,618
    
    
    
    3,010
    
    
    
    (640
    )Provision for income taxes (benefit)
    
    
    408
    
    
    
    181
    
    
    
    1,144
    
    
    
    (225
    )Income (loss) from continuing operations
    
    
    664
    
    
    
    1,437
    
    
    
    1,866
    
    
    
    (415
    )Discontinued operations:Loss on disposal of discontinued businesses
(less applicable income tax benefit of
$1,930 and $3,908 for the three and
nine month periods ended
December 29, 2002, respectively)
    
    
    
    
    
    
    (3,126
    )
    
    
    
    
    
    
    (7,256
    )Net income (loss)
    
    $
    664
    
    
    $
    (1,689
    )
    
    $
    1,866
    
    
    $
    (7,671
    )Basic earnings (loss) per share:Income (loss) from continuing operations
    
    $
    0.10
    
    
    $
    0.23
    
    
    $
    0.28
    
    
    $
    (0.07
    )Loss from discontinued operations
    
    
    
    
    
    
    (0.51
    )
    
    
    
    
    
    
    (1.17
    )Net income (loss)
    
    $
    0.10
    
    
    $
    (0.28
    )
    
    $
    0.28
    
    
    $
    (1.24
    )Diluted earnings (loss) per share:Income (loss) from continuing operations
    
    $
    0.10
    
    
    $
    0.23
    
    
    $
    0.28
    
    
    $
    (0.07
    )Loss from discontinued operations
    
    
    
    
    
    
    (0.50
    )
    
    
    
    
    
    
    (1.17
    )Net income (loss)
    
    $
    0.10
    
    
    $
    (0.27
    )
    
    $
    0.28
    
    
    $
    (1.24
    )Number of shares used in computation
of per share information: (Note 1)Basic
    
    
    6,669,000
    
    
    
    6,199,000
    
    
    
    6,655,000
    
    
    
    6,196,000Diluted
    
    
    6,691,000
    
    
    
    6,295,000
    
    
    
    6,672,000
    
    
    
    6,196,000
 See accompanying notes to unaudited consolidated financial statements.




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##### 



TRANSTECHNOLOGY CORPORATION CONSOLIDATED BALANCE
SHEETS
(In Thousands of Dollars, Except Share Data) (UNAUDITED)DECEMBER 28, 2003
    
    MARCH 31, 2003ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,855
    
    
    $
    7,104Accounts receivable (net of allowance for doubtful accounts
of $75 at December 28, 2003 and $65 at March 31, 2003)
    
    
    7,714
    
    
    
    6,701Inventories
    
    
    18,967
    
    
    
    19,683Prepaid expenses and other current assets
    
    
    1,143
    
    
    
    1,364Income tax receivable
    
    
    226
    
    
    
    363Deferred income taxes
    
    
    1,288
    
    
    
    1,289Total current assets
    
    
    31,193
    
    
    
    36,504Property, plant and equipment
    
    
    13,060
    
    
    
    12,721Less accumulated depreciation
    
    
    10,697
    
    
    
    10,372Property, plant and equipment  net
    
    
    2,363
    
    
    
    2,349Other assets:Deferred income taxes
    
    
    29,689
    
    
    
    30,712Other
    
    
    13,309
    
    
    
    15,558Total other assets
    
    
    42,998
    
    
    
    46,270Total
    
    $
    76,554
    
    
    $
    85,123LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt
    
    $
    79
    
    
    $
    79Accounts payable  trade
    
    
    3,761
    
    
    
    4,954Accrued compensation
    
    
    1,979
    
    
    
    2,847Accrued income taxes
    
    
    216
    
    
    
    2,460Other current liabilities
    
    
    6,397
    
    
    
    15,003Total current liabilities
    
    
    12,432
    
    
    
    25,343Long-term debt payable to banks and others
    
    
    55,717
    
    
    
    53,487Deferred income taxes
    
    
    1,597
    
    
    
    1,332Other long-term liabilities
    
    
    10,574
    
    
    
    11,601Redeemable common stock
    
    
    
    
    
    
    1,283Stockholders deficit:Preferred stock  authorized, 300,000 shares; none issued
    
    
    
    
    
    
    Common stock  authorized, 14,700,000 shares of $.01 par value;
issued 7,059,107 at December 28, 2003, and 7,018,299 at March 31, 2003
    
    
    71
    
    
    
    70Additional paid-in capital
    
    
    76,728
    
    
    
    74,283Accumulated deficit
    
    
    (71,127
    )
    
    
    (72,993
    )Unearned compensation
    
    
    (198
    )
    
    
    (43
    )5,474
    
    
    
    1,317Less treasury stock, at cost  (560,964 shares at December 28,2003
and March 31, 2003)
    
    
    (9,240
    )
    
    
    (9,240
    )Total stockholders deficit
    
    
    (3,766
    )
    
    
    (7,923
    )Total
    
    $
    76,554
    
    
    $
    85,123
 See accompanying notes to unaudited consolidated financial statements.




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##### 



TRANSTECHNOLOGY CORPORATION STATEMENTS OF CONSOLIDATED
CASH FLOWS
(UNAUDITED)
(In Thousands of Dollars) NINE MONTHS ENDEDDECEMBER 28, 2003
    
    DECEMBER 29, 2002CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    1,866
    
    
    $
    (7,671
    )Adjustments to reconcile net income (loss) to net cash (used in) provided
by operating activities:Loss from discontinued operations
    
    
    
    
    
    
    7,256Depreciation and amortization
    
    
    1,696
    
    
    
    1,671Net change in assets of discontinued companies
    
    
    
    
    
    
    3,807Warrant mark to market adjustment
    
    
    
    
    
    
    9Noncash interest expense
    
    
    2,367
    
    
    
    2,265Increase (decrease) in provision for bad debt
    
    
    10
    
    
    
    (195
    )Changes in assets and liabilities:(Increase) decrease in accounts receivable and other receivables
    
    
    (922
    )
    
    
    7,395Decrease (increase) in inventories
    
    
    716
    
    
    
    (1,099
    )Decrease (increase) in deferred taxes net
    
    
    1,024
    
    
    
    (4,063
    )Decrease (increase) in other assets
    
    
    214
    
    
    
    (3,188
    )Decrease in accounts payable
    
    
    (1,193
    )
    
    
    (1,141
    )(Decrease) increase in accrued compensation
    
    
    (868
    )
    
    
    131Decrease in income taxes payable
    
    
    (1,979
    )
    
    
    (449
    )Decrease in other liabilities
    
    
    (8,869
    )
    
    
    (769
    )Net cash (used in) provided by operating activities
    
    
    (5,938
    )
    
    
    3,959CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (350
    )
    
    
    (501
    )Proceeds from sales of businesses
    
    
    
    
    
    
    6,425Decrease (increase) in notes and other receivables
    
    
    1,000
    
    
    
    (208
    )Net cash provided by investing activities
    
    
    650
    
    
    
    5,716CASH FLOWS FROM FINANCING ACTIVITIES:Repayments on debt
    
    
    
    
    
    
    (7,567
    )Exercise of stock options and other
    
    
    39
    
    
    
    (2
    )Net cash provided by (used in) financing activities
    
    
    39
    
    
    
    (7,569
    )(Decrease) increase in cash and cash equivalents
    
    
    (5,249
    )
    
    
    2,106Cash and cash equivalents at beginning of period
    
    
    7,104
    
    
    
    97Cash and cash equivalents at end of period
    
    $
    1,855
    
    
    $
    2,203Supplemental information:Interest payments
    
    $
    5,271
    
    
    $
    13,409Income tax payments
    
    
    2,099
    
    
    
    215Increase in senior subordinated note for paid-in-kind
interest expense
    
    
    2,230
    
    
    
    2,118Increase in additional paid in capital from warrant put expiration
    
    
    2,184
    
    
    
    Noncash charge to equity from classification of warrants as financial derivatives
    
    
    
    
    
    
    4,550
 See accompanying notes to unaudited consolidated financial statements.




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##### 



TRANSTECHNOLOGY CORPORATION NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands) NOTE 1. Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing net income (loss)by
the weighted-average number of shares outstanding. Diluted earnings (loss) per
share is computed by dividing net income (loss) by the sum of the
weighted-average number of shares outstanding plus the dilutive effect of
shares issuable through the exercise of stock options and warrants. The components of the denominator for basic earnings (loss) per common share
and diluted earnings (loss) per common share are reconciled as follows: Three Months Ended
    
    Nine Months EndedDecember 28,
    
    December 29,
    
    December 28,
    
    December 29,2003
    
    2002
    
    2003
    
    2002Basic Earnings
(Loss) per Common
Share:Weighted-average
common stock out-
standing for basic
earnings (loss)
per share
calculation
    
    
    6,669
    
    
    
    6,199
    
    
    
    6,655
    
    
    
    6,196Diluted Earnings
(Loss) per Common
Share:Weighted-average
common shares
outstanding
    
    
    6,669
    
    
    
    6,199
    
    
    
    6,655
    
    
    
    6,196Stock options and
warrants*
    
    
    22
    
    
    
    96
    
    
    
    17
    
    
    
    Weighted-average
common stock
outstanding for
diluted earnings
(loss) per share
calculation
    
    
    6,691
    
    
    
    6,295
    
    
    
    6,672
    
    
    
    6,196
   *
    
    Not including anti-dilutive stock options totaling 158 and 764 for the three
and nine month periods ended December 28, 2003, respectively, and 265 for the
three and nine month periods ended December 29, 2002. Also excluding
anti-dilutive warrants totaling 428 for the nine month period ended December
29, 2002.




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##### 



NOTE 2. Comprehensive Income (Loss) Comprehensive income (loss) for the three and nine month periods ended December
28, 2003 and December 29, 2002 is summarized below. Three Months Ended
    
    Nine Months EndedDecember 28,
    
    December 29,
    
    December 28,
    
    December 29,2003
    
    2002
    
    2003
    
    2002Net income (loss)
    
    $
    664
    
    
    $
    (1,689
    )
    
    $
    1,866
    
    
    $
    (7,671
    )Other comprehensive
income (loss), net of tax:Foreign currency
translation
adjustment arising
during period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (86
    )Reclassification
adjustment for sale
of investment in
foreign entity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,974Total comprehensive
income (loss)
    
    $
    664
    
    
    $
    (1,689
    )
    
    $
    1,866
    
    
    $
    (4,783
    )
 NOTE 3. Stock Based Compensation Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123), encourages, but does not require,
companies to record compensation cost for stock-based employee compensation
plans at fair value. The Company has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees and related interpretations. Accordingly, the Company records
expense in an amount equal to the excess, if any, of the quoted market price on
the grant date over the option price. The following table includes as reported and proforma information required by
Statement of Financial Accounting Standards No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure. Proforma information is
based on the fair value method under SFAS No. 123.




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##### 



Three Months Ended
    
    Nine Months EndedDecember 28,
    
    December 29,
    
    December 28,
    
    December 29,2003
    
    2002
    
    2003
    
    2002Net income (loss) as
reported
    
    $
    664
    
    
    $
    (1,689
    )
    
    $
    1,866
    
    
    $
    (7,671
    )Deduct: Total stock-based
compensation expense
determined under fair
value based method, net of
taxes
    
    
    (47
    )
    
    
    (56
    )
    
    
    (132
    )
    
    
    (168
    )Proforma net income (loss)
    
    $
    617
    
    
    $
    (1,745
    )
    
    $
    1,734
    
    
    $
    (7,839
    )Basic earnings (loss) per share:As reported
    
    $
    0.10
    
    
    $
    (0.28
    )
    
    $
    0.28
    
    
    $
    (1.24
    )Proforma
    
    $
    0.09
    
    
    $
    (0.28
    )
    
    $
    0.26
    
    
    $
    (1.27
    )Diluted earnings (loss)
per share:As reported
    
    $
    0.10
    
    
    $
    (0.27
    )
    
    $
    0.28
    
    
    $
    (1.24
    )Proforma
    
    $
    0.09
    
    
    $
    (0.28
    )
    
    $
    0.26
    
    
    $
    (1.27
    )
 NOTE 4. Inventories Inventories are summarized as follows: December 28, 2003
    
    March 31, 2003Finished goods
    
    $
    1
    
    
    $
    2Work in process
    
    
    6,538
    
    
    
    6,105Purchased and
manufactured parts
    
    
    12,428
    
    
    
    13,576Total
    
    $
    18,967
    
    
    $
    19,683




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##### 



NOTE 5. Discontinued Operations During fiscal 2001, the Company implemented a restructuring plan to focus its
resources and capital on the aerospace and defense products business and exit
the specialty fastener segment. As a result, discontinued operations include
all of the remaining operations related to its specialty fastener segment and
Norco, Inc., the net assets of which were sold on February 24, 2003. There were
no operating results from discontinued operations in fiscal 2004. Net sales and losses from the discontinued operations for the comparable
periods in fiscal 2003 were as follows: Three Months Ended
    
    Nine Months EndedDecember 29, 2002
    
    December 29, 2002Net sales
    
    $
    9,370
    
    
    $
    40,852Loss from discontinued
operations before income taxes
    
    $
    (5,056
    )
    
    $
    (11,164
    )Income tax benefits
    
    
    1,930
    
    
    
    3,908Loss from discontinued
operations
    
    $
    (3,126
    )
    
    $
    (7,256
    )
 The $7.3 million loss from discontinued operations for the nine months ended
December 29, 2002 included actual operating income of $6.3 million from
discontinued operations, allocated interest expense of $5.3 million, a $7.4
million charge to reflect the amounts ultimately realized from sales of
discontinued business units, a noncash charge of $4.6 million associated with
the recognition of accumulated currency translation losses from the sale of our
Brazilian operation, a cash charge of $0.2 million from the final settlement of
our interest rate swap contracts, and a tax benefit of $3.9 million. NOTE 6. Long-Term Debt Payable to Banks and Others Long-term debt payable to banks and others, including current maturities,
consisted of the following: December 28,
    
    March 31,2003
    
    2003Senior Subordinated Notes 18.75%
    
    $
    55,559
    
    
    $
    53,329Other
    
    
    237
    
    
    
    23755,796
    
    
    
    53,566Less current maturities
    
    
    79
    
    
    
    79Total long-term debt
    
    $
    55,717
    
    
    $
    53,487




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##### 



SENIOR CREDIT FACILITY At December 28, 2003, the Company had a senior credit facility consisting of an
$8.0 million asset based revolving credit facility which was established in
August 2002 (the New Senior Credit Facility) to refinance all remaining
obligations outstanding under our prior senior credit facility. The New Senior
Credit Facility was amended on August 5, 2003 and was subsequently amended on
January 30, 2004. The maturity date of this facility, as amended, is July 31,
2004. The current interest rate is approximately 5.0%. The New Senior Credit
Facility is secured by all of the Companys assets. The Company is in
compliance with the provisions of the facility. There were no borrowings
outstanding under the facility at December 28, 2003. SENIOR SUBORDINATED NOTES On August 30, 2000, the Company completed a private placement of $75 million of
senior subordinated notes (the Notes) and warrants to purchase shares of the
Companys common stock (the Warrants) to a group of institutional investors
(collectively, the Purchasers). The Company used the proceeds of the private
placement to retire, in full, a $75 million bridge loan held by a group of
lenders led by Fleet National Bank. The Notes, as amended in August 2002, are
due on August 29, 2005 and bear interest at a rate of 18% per annum consisting
of 13% cash interest on principal, payable quarterly, and 5% interest on
principal, payable quarterly in payment-in-kind (PIK) promissory notes. The
PIK portion of the interest rate increases 0.25% each quarter until the notes
are retired. The Company may prepay the Notes after August 29, 2001, at a
premium initially of 9%, declining to 5%, 3%, and 1% on each of the next
succeeding anniversaries of that date. The Notes contain customary financial
covenants and events of default, including a cross-default provision to our
senior debt obligations. The Company is in compliance with the provisions of
the Notes. At December 28, 2003, the principal balance outstanding on the notes
amounted to $55.6 million, which included the original principal amount plus
the PIK notes. At March 31, 2003, the Company reported redeemable common stock
in the amount of $1.3 million representing the per share put right (257,000
shares at $5.00 per share) held by certain Purchasers who had exercised their
Warrants. The put right on approximately 211,000 shares expired on June 24,
2003 and, accordingly, the Company reclassified $1.1 million from redeemable
common stock to additional paid-in capital with the remainder of the redeemable
common stock being reclassified to long-term debt to reflect the exercise of
the put by a Purchaser. Subsequent to the end of the first quarter of fiscal
2004, the Purchaser in question revoked its put exercise and that portion was
reclassified to additional paid in capital in the second quarter. In addition,
the put right on 171,041 Warrants expired and, accordingly, $0.9 million
representing the cash value of the put right on these Warrants was reclassified
from a liability account to additional paid-in capital in the first quarter of
fiscal 2004. At December 28, 2003, there were 171,041 Warrants outstanding
which are each convertible into common stock at the price of $.01 per warrant.
All of the Warrants were considered to be common stock equivalents for the
purpose of calculating earnings per share at December 28, 2003. The Company has long-term debt maturities of $0.1 million, $0.1 million and
$55.6 million in fiscal 2004, 2005 and 2006, respectively.




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##### 



NOTE 7. New Accounting Standards In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure which
amends SFAS No. 123. This statement provides alternative methods of transition
for a voluntary change to the fair value-based method of accounting for
stock-based employee compensation and amends the disclosure requirements of
SFAS No. 123. The transition guidance and disclosure requirements are effective
for fiscal years ending after December 15, 2002. The Company has adopted the
disclosure requirements and expects that the adoption of this statement will
not have a material effect on the Companys financial position or results of
operations. NOTE 8. Contingencies As previously reported, the Company is subject to an investigation being
conducted by the Newark, New Jersey office of the United States Attorney with
respect to the Companys overhaul and repair operations. The Company has to
date cooperated fully and will continue to cooperate fully with the
governments investigation. In addition, the Board of Directors retained a fact
finding and forensic accounting firm, The Bradlau Group of Morristown, New
Jersey, to perform an independent process review and evaluation of the overhaul
and repair operations of the Companys Breeze-Eastern business. The Board of
Directors has shared the preliminary and follow-on reports of the findings of
this independent process review and evaluation with the United States
Attorneys office. The final part to the follow-on report issued by The Bradlau
Group in January 2004 is in process as of the date of this filing. The
investigation has had no impact, and the Company does not expect an impact, on
its ability to manufacture and ship products and meet customer delivery
schedules. As of this date, the United States Attorneys investigation is
continuing and the Company has not been made aware of any specific violations
resulting from that investigation.




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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. TRANSTECHNOLOGY CORPORATION
(Registrant)Dated:  June 21, 2004
    By:
    /s/ Joseph F. SpanierJoseph F. Spanier, Vice PresidentTreasurer and Chief Financial Officer*   *On behalf of the Registrant and as Principal Financial and Accounting
Officer.