Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - ORBCOMM Inc. | orbc-ex322_7.htm |
| EX-32.1 - EX-32.1 - ORBCOMM Inc. | orbc-ex321_8.htm |
| EX-31.2 - EX-31.2 - ORBCOMM Inc. | orbc-ex312_9.htm |
| EX-31.1 - EX-31.1 - ORBCOMM Inc. | orbc-ex311_6.htm |
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2016
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 001-33118
ORBCOMM INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
41-2118289 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
395 W. Passaic Street, Rochelle Park, New Jersey 07662
(Address of principal executive offices)
703-433-6300
(Registrant’s telephone number)
N/A
(Former name, former address and formal fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) 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 ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☒ |
|
|
|
|
|
|
|
|
|
Non-accelerated filer |
|
☐ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s common stock as of October 31, 2016 is 71,016,117.
PART I – FINANCIAL INFORMATION
ORBCOMM Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value and share data)
(Unaudited)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2016 |
|
|
2015 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
21,273 |
|
|
$ |
27,077 |
|
|
Accounts receivable, net of allowance for doubtful accounts of $1,596 and $1,233, respectively |
|
34,493 |
|
|
|
29,816 |
|
|
Inventories |
|
21,718 |
|
|
|
20,712 |
|
|
Prepaid expenses and other current assets |
|
4,357 |
|
|
|
5,646 |
|
|
Restricted cash |
|
- |
|
|
|
1,000 |
|
|
Deferred income taxes |
|
508 |
|
|
|
508 |
|
|
Total current assets |
|
82,349 |
|
|
|
84,759 |
|
|
Satellite network and other equipment, net |
|
218,505 |
|
|
|
229,970 |
|
|
Goodwill |
|
114,002 |
|
|
|
112,425 |
|
|
Intangible assets, net |
|
85,644 |
|
|
|
93,172 |
|
|
Other assets |
|
7,378 |
|
|
|
6,573 |
|
|
Total assets |
$ |
507,878 |
|
|
$ |
526,899 |
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
$ |
10,654 |
|
|
$ |
13,895 |
|
|
Accrued liabilities |
|
27,399 |
|
|
|
24,186 |
|
|
Current portion of deferred revenue |
|
7,565 |
|
|
|
7,652 |
|
|
Total current liabilities |
|
45,618 |
|
|
|
45,733 |
|
|
Note payable - related party |
|
1,275 |
|
|
|
1,241 |
|
|
Note payable |
|
150,000 |
|
|
|
150,000 |
|
|
Deferred revenue, net of current portion |
|
3,622 |
|
|
|
6,024 |
|
|
Deferred tax liabilities |
|
19,409 |
|
|
|
18,440 |
|
|
Other liabilities |
|
3,714 |
|
|
|
5,705 |
|
|
Total liabilities |
|
223,638 |
|
|
|
227,143 |
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
ORBCOMM Inc. stockholders' equity |
|
|
|
|
|
|
|
|
Series A Convertible Preferred Stock, par value $0.001; 1,000,000 shares authorized; 35,757 and 35,759 shares issued and outstanding at September 30, 2016 and December 31, 2015 |
|
357 |
|
|
|
357 |
|
|
Common stock, par value $0.001; 250,000,000 shares authorized; 71,043,788 and 70,613,642 shares issued at September 30, 2016 and December 31, 2015 |
|
71 |
|
|
|
71 |
|
|
Additional paid-in capital |
|
385,435 |
|
|
|
381,659 |
|
|
Accumulated other comprehensive income (loss) |
|
(304 |
) |
|
|
(1,174 |
) |
|
Accumulated deficit |
|
(101,737 |
) |
|
|
(81,424 |
) |
|
Less treasury stock, at cost; 29,990 shares at September 30, 2016 and December 31, 2015 |
|
(96 |
) |
|
|
(96 |
) |
|
Total ORBCOMM Inc. stockholders' equity |
|
283,726 |
|
|
|
299,393 |
|
|
Noncontrolling interest |
|
514 |
|
|
|
363 |
|
|
Total equity |
|
284,240 |
|
|
|
299,756 |
|
|
Total liabilities and equity |
$ |
507,878 |
|
|
$ |
526,899 |
|
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
3
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
|
|
|
Quarter Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenues |
|
$ |
28,846 |
|
|
$ |
25,048 |
|
|
$ |
83,454 |
|
|
$ |
72,833 |
|
|
Product sales |
|
|
17,442 |
|
|
|
21,036 |
|
|
|
56,458 |
|
|
|
60,464 |
|
|
Total revenues |
|
|
46,288 |
|
|
|
46,084 |
|
|
|
139,912 |
|
|
|
133,297 |
|
|
Cost of revenues, exclusive of depreciation and amortization shown below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
|
9,791 |
|
|
|
8,766 |
|
|
|
28,330 |
|
|
|
24,788 |
|
|
Cost of product sales |
|
|
13,218 |
|
|
|
15,424 |
|
|
|
41,868 |
|
|
|
44,162 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
12,031 |
|
|
|
10,668 |
|
|
|
34,843 |
|
|
|
33,134 |
|
|
Product development |
|
|
1,217 |
|
|
|
1,202 |
|
|
|
5,126 |
|
|
|
4,628 |
|
|
Depreciation and amortization |
|
|
11,158 |
|
|
|
6,331 |
|
|
|
31,668 |
|
|
|
19,426 |
|
|
Impairment loss - satellite network |
|
|
10,680 |
|
|
|
— |
|
|
|
10,680 |
|
|
|
12,748 |
|
|
Acquisition - related and integration costs |
|
|
246 |
|
|
|
500 |
|
|
|
1,179 |
|
|
|
4,061 |
|
|
(Loss) income from operations |
|
|
(12,053 |
) |
|
|
3,193 |
|
|
|
(13,782 |
) |
|
|
(9,650 |
) |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
100 |
|
|
|
90 |
|
|
|
283 |
|
|
|
246 |
|
|
Other income (expense) |
|
|
426 |
|
|
|
(85 |
) |
|
|
335 |
|
|
|
307 |
|
|
Interest expense |
|
|
(2,471 |
) |
|
|
(1,332 |
) |
|
|
(6,615 |
) |
|
|
(3,906 |
) |
|
Total other (expense) |
|
|
(1,945 |
) |
|
|
(1,327 |
) |
|
|
(5,997 |
) |
|
|
(3,353 |
) |
|
(Loss) income before income taxes |
|
|
(13,998 |
) |
|
|
1,866 |
|
|
|
(19,779 |
) |
|
|
(13,003 |
) |
|
Income taxes |
|
|
(9 |
) |
|
|
221 |
|
|
|
369 |
|
|
|
312 |
|
|
Net (loss) income |
|
|
(13,989 |
) |
|
|
1,645 |
|
|
|
(20,148 |
) |
|
|
(13,315 |
) |
|
Less: Net income attributable to the noncontrolling interests |
|
|
52 |
|
|
|
54 |
|
|
|
158 |
|
|
|
175 |
|
|
Net (loss) income attributable to ORBCOMM Inc. |
|
$ |
(14,041 |
) |
|
$ |
1,591 |
|
|
$ |
(20,306 |
) |
|
$ |
(13,490 |
) |
|
Net (loss) income attributable to ORBCOMM Inc. common stockholders |
|
$ |
(14,048 |
) |
|
$ |
1,582 |
|
|
$ |
(20,313 |
) |
|
$ |
(13,517 |
) |
|
Per share information-basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to ORBCOMM Inc. common stockholders |
|
$ |
(0.20 |
) |
|
$ |
0.02 |
|
|
$ |
(0.29 |
) |
|
$ |
(0.19 |
) |
|
Per share information-diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to ORBCOMM Inc. common stockholders |
|
$ |
(0.20 |
) |
|
$ |
0.02 |
|
|
$ |
(0.29 |
) |
|
$ |
(0.19 |
) |
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
70,997 |
|
|
|
70,460 |
|
|
|
70,866 |
|
|
|
70,376 |
|
|
Diluted |
|
|
70,997 |
|
|
|
71,918 |
|
|
|
70,866 |
|
|
|
70,376 |
|
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
4
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(Unaudited)
|
|
|
Quarter Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
||||
|
Net (loss) income |
|
$ |
(13,989 |
) |
|
$ |
1,645 |
|
|
$ |
(20,148 |
) |
|
$ |
(13,315 |
) |
|
Other comprehensive income (loss) - Foreign currency translation adjustments |
|
|
191 |
|
|
|
186 |
|
|
|
863 |
|
|
|
(358 |
) |
|
Other comprehensive income (loss) |
|
|
191 |
|
|
|
186 |
|
|
|
863 |
|
|
|
(358 |
) |
|
Comprehensive loss |
|
|
(13,798 |
) |
|
|
1,831 |
|
|
|
(19,285 |
) |
|
|
(13,673 |
) |
|
Less: Comprehensive (income) loss attributable to noncontrolling interests |
|
|
(51 |
) |
|
|
(50 |
) |
|
|
(151 |
) |
|
|
(225 |
) |
|
Comprehensive loss attributable to ORBCOMM Inc. |
|
$ |
(13,849 |
) |
|
$ |
1,781 |
|
|
$ |
(19,436 |
) |
|
$ |
(13,898 |
) |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
5
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2016 |
|
|
2015 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
$ |
(20,148 |
) |
|
$ |
(13,315 |
) |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Change in allowance for doubtful accounts |
|
146 |
|
|
|
167 |
|
|
Change in the fair value of acquisition-related contingent consideration |
|
(213 |
) |
|
|
(674 |
) |
|
Amortization of the fair value adjustment related to warranty liabilities acquired through acquisitions |
|
(57 |
) |
|
|
(12 |
) |
|
Amortization of deferred financing fees |
|
611 |
|
|
|
348 |
|
|
Depreciation and amortization |
|
31,668 |
|
|
|
19,426 |
|
|
Impairment loss - satellite network |
|
10,680 |
|
|
|
12,748 |
|
|
Stock-based compensation |
|
3,824 |
|
|
|
3,214 |
|
|
Foreign exchange loss (gain) |
|
482 |
|
|
|
(419 |
) |
|
Deferred income taxes |
|
538 |
|
|
|
62 |
|
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
(3,925 |
) |
|
|
3,408 |
|
|
Inventories |
|
(336 |
) |
|
|
(4,275 |
) |
|
Prepaid expenses and other assets |
|
134 |
|
|
|
(470 |
) |
|
Accounts payable and accrued liabilities |
|
(1,013 |
) |
|
|
(8,730 |
) |
|
Deferred revenue |
|
(2,540 |
) |
|
|
(118 |
) |
|
Other liabilities |
|
(664 |
) |
|
|
(175 |
) |
|
Net cash provided by operating activities |
|
19,187 |
|
|
|
11,185 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Acquisition of businesses, net of cash acquired |
|
(3,452 |
) |
|
|
(133,078 |
) |
|
Capital expenditures |
|
(22,519 |
) |
|
|
(32,106 |
) |
|
Cash held for acquisition |
|
— |
|
|
|
123,000 |
|
|
Change in restricted cash |
|
1,000 |
|
|
|
— |
|
|
Other |
|
(198 |
) |
|
|
— |
|
|
Net cash used in investing activities |
|
(25,169 |
) |
|
|
(42,184 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds received from issuance of long-term debt |
|
— |
|
|
|
10,000 |
|
|
Cash paid for debt issuance costs |
|
— |
|
|
|
(842 |
) |
|
Proceeds received from exercise of stock options |
|
— |
|
|
|
244 |
|
|
Payment of deferred purchase consideration |
|
(342 |
) |
|
|
(1,106 |
) |
|
Principal payment of note payable |
|
— |
|
|
|
(10,000 |
) |
|
Principal payments of capital leases |
|
— |
|
|
|
(72 |
) |
|
Net cash used in financing activities |
|
(342 |
) |
|
|
(1,776 |
) |
|
Effect of exchange rate changes on cash and cash equivalents |
|
520 |
|
|
|
(300 |
) |
|
Net decrease in cash and cash equivalents |
|
(5,804 |
) |
|
|
(33,075 |
) |
|
Beginning of period |
|
27,077 |
|
|
|
91,565 |
|
|
End of period |
$ |
21,273 |
|
|
$ |
58,490 |
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for |
|
|
|
|
|
|
|
|
Interest |
$ |
6,581 |
|
|
$ |
6,747 |
|
|
Income taxes |
$ |
(110 |
) |
|
$ |
584 |
|
|
Supplemental schedule of noncash investing and financing activities |
|
|
|
|
|
|
|
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Capital expenditures incurred not yet paid |
$ |
1,090 |
|
|
$ |
2,030 |
|
|
Capital expenditure milestone payable incurred not yet paid |
$ |
5,070 |
|
|
$ |
130 |
|
|
Stock-based compensation related to capital expenditures |
$ |
219 |
|
|
$ |
27 |
|
|
Series A convertible preferred stock dividend paid in kind |
$ |
7 |
|
|
$ |
— |
|
|
Common stock issued as payment for MPUs |
$ |
— |
|
|
$ |
358 |
|
|
Common stock issued as payment for contingent consideration |
$ |
352 |
|
|
$ |
542 |
|
|
Acquisition-related contingent consideration |
$ |
514 |
|
|
$ |
— |
|
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
6
Condensed Consolidated Statements of Changes in Equity
Nine Months Ended 2016 and 2015
(in thousands, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A convertible |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
Preferred stock |
|
|
Common stock |
|
|
paid-in |
|
|
comprehensive |
|
|
Accumulated |
|
|
Treasury stock |
|
|
Noncontrolling |
|
|
Total |
|
||||||||||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
capital |
|
|
income |
|
|
deficit |
|
|
Shares |
|
|
Amount |
|
|
interests |
|
|
equity |
|
|||||||||||
|
Balances, January 1, 2016 |
|
|
35,759 |
|
|
$ |
357 |
|
|
|
70,613,642 |
|
|
$ |
71 |
|
|
$ |
381,659 |
|
|
$ |
(1,174 |
) |
|
$ |
(81,424 |
) |
|
|
29,990 |
|
|
$ |
(96 |
) |
|
$ |
363 |
|
|
$ |
299,756 |
|
|
Vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
261,730 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,417 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,417 |
|
|
Conversion of preferred stock to common stock |
|
|
(708 |
) |
|
|
(7 |
) |
|
|
1,178 |
|
|
|
— |
|
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Series A convertible preferred stock dividend |
|
|
706 |
|
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Payment of contingent consideration |
|
|
— |
|
|
|
— |
|
|
|
35,464 |
|
|
|
— |
|
|
|
352 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
352 |
|
|
Exercise of SARs |
|
|
— |
|
|
|
— |
|
|
|
131,774 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20,306 |
) |
|
|
— |
|
|
|
— |
|
|
|
158 |
|
|
|
(20,148 |
) |
|
Foreign currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
870 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
863 |
|
|
Balances, September 30, 2016 |
|
|
35,757 |
|
|
$ |
357 |
|
|
|
71,043,788 |
|
|
$ |
71 |
|
|
$ |
385,435 |
|
|
$ |
(304 |
) |
|
$ |
(101,737 |
) |
|
|
29,990 |
|
|
$ |
(96 |
) |
|
$ |
514 |
|
|
$ |
284,240 |
|
|
Balances, January 1, 2015 |
|
|
90,973 |
|
|
$ |
909 |
|
|
|
70,109,488 |
|
|
$ |
70 |
|
|
$ |
376,297 |
|
|
$ |
(583 |
) |
|
$ |
(68,137 |
) |
|
|
29,990 |
|
|
$ |
(96 |
) |
|
$ |
49 |
|
|
$ |
308,509 |
|
|
Vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
227,382 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
3,221 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,222 |
|
|
Common stock issued as payment for MPUs |
|
|
— |
|
|
|
— |
|
|
|
54,801 |
|
|
|
— |
|
|
|
358 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
358 |
|
|
Series A convertible preferred stock dividend |
|
|
2,734 |
|
|
|
27 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Exercise of SARS |
|
|
— |
|
|
|
— |
|
|
|
62,725 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
50,000 |
|
|
|
— |
|
|
|
244 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
244 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,490 |
) |
|
|
— |
|
|
|
— |
|
|
|
175 |
|
|
|
(13,315 |
) |
|
Foreign currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||||||||||||||||||||||||||||