Attached files
file | filename |
---|---|
EX-32.2 - EX-32.2 - ORBCOMM Inc. | orbc-ex322_8.htm |
EX-32.1 - EX-32.1 - ORBCOMM Inc. | orbc-ex321_9.htm |
EX-31.2 - EX-31.2 - ORBCOMM Inc. | orbc-ex312_7.htm |
EX-31.1 - EX-31.1 - ORBCOMM Inc. | orbc-ex311_6.htm |
EX-10.5 - EX-10.5 - ORBCOMM Inc. | orbc-ex105_143.htm |
EX-10.4 - EX-10.4 - ORBCOMM Inc. | orbc-ex104_142.htm |
EX-10.3 - EX-10.3 - ORBCOMM Inc. | orbc-ex103_144.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, 2018
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer |
|
☒ |
|
Accelerated filer |
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☐ |
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|
|
|
|||
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
|
|
|
|
|
|
|
Emerging growth company |
|
☐ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 26, 2018 is 78,885,953.
PART I – FINANCIAL INFORMATION
ORBCOMM Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value and share data)
(Unaudited)
|
September 30, |
|
|
December 31, |
|
||
|
2018 |
|
|
2017 |
|
||
ASSETS |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
45,894 |
|
|
$ |
34,830 |
|
Accounts receivable, net of allowance for doubtful accounts of $3,619 and $400, respectively |
|
58,615 |
|
|
|
46,900 |
|
Inventories |
|
37,042 |
|
|
|
42,437 |
|
Prepaid expenses and other current assets |
|
18,996 |
|
|
|
18,692 |
|
Total current assets |
|
160,547 |
|
|
|
142,859 |
|
Satellite network and other equipment, net |
|
165,176 |
|
|
|
174,178 |
|
Goodwill |
|
166,129 |
|
|
|
166,678 |
|
Intangible assets, net |
|
89,514 |
|
|
|
99,339 |
|
Other assets |
|
12,676 |
|
|
|
12,036 |
|
Deferred income taxes |
|
181 |
|
|
|
104 |
|
Total assets |
$ |
594,223 |
|
|
$ |
595,194 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable |
$ |
11,680 |
|
|
$ |
29,298 |
|
Accrued liabilities |
|
41,972 |
|
|
|
33,016 |
|
Current portion of deferred revenue |
|
3,622 |
|
|
|
6,263 |
|
Total current liabilities |
|
57,274 |
|
|
|
68,577 |
|
Note payable-related party |
|
1,321 |
|
|
|
1,366 |
|
Notes payable, net of unamortized deferred issuance costs |
|
245,713 |
|
|
|
245,131 |
|
Deferred revenue, net of current portion |
|
6,779 |
|
|
|
2,459 |
|
Deferred tax liabilities |
|
15,912 |
|
|
|
17,646 |
|
Other liabilities |
|
6,662 |
|
|
|
13,619 |
|
Total liabilities |
|
333,661 |
|
|
|
348,798 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
ORBCOMM Inc. stockholders' equity |
|
|
|
|
|
|
|
Series A convertible preferred stock, par value $0.001; 1,000,000 shares authorized; 38,672 and 37,544 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively |
|
387 |
|
|
|
376 |
|
Common stock, par value $0.001; 250,000,000 shares authorized; 78,799,373 and 74,436,579 shares issued at September 30, 2018 and December 31, 2017, respectively |
|
79 |
|
|
|
74 |
|
Additional paid-in capital |
|
446,407 |
|
|
|
411,298 |
|
Accumulated other comprehensive (loss) income |
|
(298 |
) |
|
|
256 |
|
Accumulated deficit |
|
(186,859 |
) |
|
|
(166,245 |
) |
Less treasury stock, at cost; 29,990 shares at September 30, 2018 and December 31, 2017 |
|
(96 |
) |
|
|
(96 |
) |
Total ORBCOMM Inc. stockholders' equity |
|
259,620 |
|
|
|
245,663 |
|
Noncontrolling interests |
|
942 |
|
|
|
733 |
|
Total equity |
|
260,562 |
|
|
|
246,396 |
|
Total liabilities and equity |
$ |
594,223 |
|
|
$ |
595,194 |
|
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
3
ORBCOMM Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service revenues |
|
$ |
38,473 |
|
|
$ |
35,040 |
|
|
$ |
114,940 |
|
|
$ |
95,629 |
|
Product sales |
|
|
32,569 |
|
|
|
34,326 |
|
|
|
94,863 |
|
|
|
82,615 |
|
Total revenues |
|
|
71,042 |
|
|
|
69,366 |
|
|
|
209,803 |
|
|
|
178,244 |
|
Cost of revenues, exclusive of depreciation and amortization shown below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services |
|
|
12,764 |
|
|
|
13,638 |
|
|
|
40,704 |
|
|
|
33,856 |
|
Cost of product sales |
|
|
24,679 |
|
|
|
29,676 |
|
|
|
73,363 |
|
|
|
67,614 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
14,823 |
|
|
|
13,755 |
|
|
|
51,352 |
|
|
|
39,329 |
|
Product development |
|
|
3,816 |
|
|
|
2,453 |
|
|
|
9,671 |
|
|
|
5,964 |
|
Depreciation and amortization |
|
|
12,081 |
|
|
|
12,041 |
|
|
|
36,146 |
|
|
|
34,463 |
|
Impairment loss - satellite network |
|
|
— |
|
|
|
31,224 |
|
|
|
— |
|
|
|
31,224 |
|
Acquisition-related and integration costs |
|
|
395 |
|
|
|
800 |
|
|
|
1,495 |
|
|
|
2,290 |
|
Income (loss) from operations |
|
|
2,484 |
|
|
|
(34,221 |
) |
|
|
(2,928 |
) |
|
|
(36,496 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
648 |
|
|
|
266 |
|
|
|
1,576 |
|
|
|
522 |
|
Other income (expense) |
|
|
120 |
|
|
|
(32 |
) |
|
|
108 |
|
|
|
(210 |
) |
Interest expense |
|
|
(5,232 |
) |
|
|
(5,197 |
) |
|
|
(15,733 |
) |
|
|
(12,466 |
) |
Loss on debt extinguishment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,868 |
) |
Total other expense |
|
|
(4,464 |
) |
|
|
(4,963 |
) |
|
|
(14,049 |
) |
|
|
(16,022 |
) |
Loss before income taxes |
|
|
(1,980 |
) |
|
|
(39,184 |
) |
|
|
(16,977 |
) |
|
|
(52,518 |
) |
Income taxes |
|
|
1,242 |
|
|
|
479 |
|
|
|
3,410 |
|
|
|
1,192 |
|
Net loss |
|
|
(3,222 |
) |
|
|
(39,663 |
) |
|
|
(20,387 |
) |
|
|
(53,710 |
) |
Less: Net income attributable to noncontrolling interests |
|
|
73 |
|
|
|
19 |
|
|
|
216 |
|
|
|
55 |
|
Net loss attributable to ORBCOMM Inc. |
|
$ |
(3,295 |
) |
|
$ |
(39,682 |
) |
|
$ |
(20,603 |
) |
|
$ |
(53,765 |
) |
Net loss attributable to ORBCOMM Inc. common stockholders |
|
$ |
(3,295 |
) |
|
$ |
(39,694 |
) |
|
$ |
(20,614 |
) |
|
$ |
(53,777 |
) |
Per share information-basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to ORBCOMM Inc. common stockholders |
|
$ |
(0.04 |
) |
|
$ |
(0.54 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.74 |
) |
Per share information-diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to ORBCOMM Inc. common stockholders |
|
$ |
(0.04 |
) |
|
$ |
(0.54 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.74 |
) |
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
78,649 |
|
|
|
73,762 |
|
|
|
77,158 |
|
|
|
72,396 |
|
Diluted |
|
|
78,649 |
|
|
|
73,762 |
|
|
|
77,158 |
|
|
|
72,396 |
|
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
4
ORBCOMM Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(Unaudited)
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Net loss |
|
$ |
(3,222 |
) |
|
$ |
(39,663 |
) |
|
$ |
(20,387 |
) |
|
$ |
(53,710 |
) |
Other comprehensive (loss) income - foreign currency translation adjustments |
|
|
(159 |
) |
|
|
154 |
|
|
|
(561 |
) |
|
|
765 |
|
Other comprehensive (loss) income |
|
|
(159 |
) |
|
|
154 |
|
|
|
(561 |
) |
|
|
765 |
|
Comprehensive loss |
|
|
(3,381 |
) |
|
|
(39,509 |
) |
|
|
(20,948 |
) |
|
|
(52,945 |
) |
Less: Comprehensive (income) attributable to noncontrolling interests |
|
|
(71 |
) |
|
|
(19 |
) |
|
|
(209 |
) |
|
|
(50 |
) |
Comprehensive loss attributable to ORBCOMM Inc. |
|
$ |
(3,452 |
) |
|
$ |
(39,528 |
) |
|
$ |
(21,157 |
) |
|
$ |
(52,995 |
) |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
5
ORBCOMM Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2018 |
|
|
2017 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(20,387 |
) |
|
$ |
(53,710 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Change in allowance for doubtful accounts |
|
|
2,995 |
|
|
|
241 |
|
Change in the fair value of acquisition-related contingent consideration |
|
|
(5,494 |
) |
|
|
(1,276 |
) |
Amortization and write-off of deferred financing fees |
|
|
582 |
|
|
|
2,912 |
|
Depreciation and amortization |
|
|
36,146 |
|
|
|
34,463 |
|
Impairment loss - satellite network |
|
|
— |
|
|
|
31,224 |
|
Stock-based compensation |
|
|
5,747 |
|
|
|
4,314 |
|
Foreign exchange loss |
|
|
64 |
|
|
|
366 |
|
Deferred income taxes |
|
|
(1,847 |
) |
|
|
758 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(14,490 |
) |
|
|
(18,010 |
) |
Inventories |
|
|
5,554 |
|
|
|
(11,893 |
) |
Prepaid expenses and other assets |
|
|
601 |
|
|
|
(4,156 |
) |
Accounts payable and accrued liabilities |
|
|
(11,493 |
) |
|
|
8,929 |
|
Deferred revenue |
|
|
1,687 |
|
|
|
(1,106 |
) |
Other liabilities |
|
|
(595 |
) |
|
|
(262 |
) |
Net cash used in operating activities |
|
|
(930 |
) |
|
|
(7,206 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Acquisition of business, net of cash acquired |
|
|
— |
|
|
|
(34,236 |
) |
Capital expenditures |
|
|
(17,163 |
) |
|
|
(21,410 |
) |
Other |
|
|
650 |
|
|
|
(650 |
) |
Net cash used in investing activities |
|
|
(16,513 |
) |
|
|
(56,296 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from public offering of common stock, net of underwriters’ discounts and commissions and offering costs of $1,705 |
|
|
27,967 |
|
|
|
— |
|
Proceeds from private offering of common stock |
|
|
— |
|
|
|
15,000 |
|
Payment of long-term debt |
|
|
— |
|
|
|
(150,000 |
) |
Proceeds from issuance of long-term debt |
|
|
— |
|
|
|
250,000 |
|
Payments under revolving credit facility |
|
|
(14,000 |
) |
|
|
— |
|
Proceeds under revolving credit facility |
|
|
14,000 |
|
|
|
— |
|
Cash paid for debt issuance costs |
|
|
— |
|
|
|
(5,359 |
) |
Proceeds from issuance of common stock under employee stock purchase plan |
|
|
668 |
|
|
|
529 |
|
Payment of deferred purchase consideration |
|
|
— |
|
|
|
(347 |
) |
Net cash provided by financing activities |
|
|
28,635 |
|
|
|
109,823 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(128 |
) |
|
|
568 |
|
Net increase in cash and cash equivalents, including restricted cash held for acquisition of $34,500 at September 30, 2017 |
|
|
11,064 |
|
|
|
46,889 |
|
Beginning of period |
|
|
34,830 |
|
|
|
25,023 |
|
End of period |
|
$ |
45,894 |
|
|
$ |
71,912 |
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
10,036 |
|
|
$ |
3,411 |
|
Income taxes |
|
$ |
3,221 |
|
|
$ |
508 |
|
Supplemental schedule of noncash investing and financing activities |
|
|
|
|
|
|
|
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Capital expenditures incurred not yet paid |
|
$ |
332 |
|
|
$ |
725 |
|
Stock-based compensation related to capital expenditures |
|
$ |
410 |
|
|
$ |
357 |
|
Series A convertible preferred stock dividend paid in-kind |
|
$ |
11 |
|
|
$ |
12 |
|
Common stock issued as form of payment for MPUs |
|
$ |
827 |
|
|
$ |
— |
|
Common stock issued in connection with the acquisition of businesses |
|
$ |
— |
|
|
$ |
764 |
|
Common stock issued as payment for contingent consideration |
|
$ |
— |
|
|
$ |
347 |
|
Acquisition-related contingent consideration |
|
$ |
— |
|
|
$ |
9,835 |
|
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.
6
ORBCOMM Inc.
Condensed Consolidated Statements of Changes in Equity
Nine Months Ended September 30, 2018 and 2017
(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 (loss) |
|
|
deficit |
|
|
Shares |
|
|
Amount |
|
|
interests |
|
|
equity |
|
|||||||||||
Balances, January 1, 2018 |
|
|
37,544 |
|
|
$ |
376 |
|
|
|
74,436,579 |
|
|
$ |
74 |
|
|
$ |
411,298 |
|
|
$ |
256 |
|
|
$ |
(166,245 |
) |
|
|
29,990 |
|
|
$ |
(96 |
) |
|
$ |
733 |
|
|
$ |
246,396 |
|
Vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
519,362 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,650 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,650 |
|
Proceeds from public offering of common stock, net of underwriters' discounts and commissions and offering costs of $1,705 |
|
|
— |
|
|
|
— |
|
|
|
3,450,000 |
|
|
|
3 |
|
|
|
27,964 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
27,967 |
|
Common stock issued as payment for MPUs |
|
|
— |
|
|
|
— |
|
|
|
81,277 |
|
|
|
— |
|
|
|
827 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
827 |
|
Issuance of common stock under employee stock purchase plan |
|
|
— |
|
|
|
— |
|
|
|
81,525 |
|
|
|
— |
|
|
|
668 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
668 |
|
Series A convertible preferred stock dividend |
|
|
1,128 |
|
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercise of SARs |
|
|
— |
|
|
|
— |
|
|
|
230,630 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20,603 |
) |
|
|
— |
|
|
|
— |
|
|
|
216 |
|
|
|
(20,387 |
) |
Foreign currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(554 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7 |
) |
|
|
(561 |
) |
Balances, September 30, 2018 |
|
|
38,672 |
|
|
$ |
387 |
|
|
|
78,799,373 |
|
|
$ |
79 |
|
|
$ |
446,407 |
|
|
$ |
(298 |
) |
|
$ |
(186,859 |
) |
|
|
29,990 |
|
|
$ |
(96 |
) |
|
$ |
942 |
|
|
$ |
260,562 |
|
Balances, January 1, 2017 |
|
|
36,466 |
|
|
$ |
364 |
|
|
|
71,111,863 |
|
|
$ |
71 |
|
|
$ |
386,920 |
|
|
$ |
(1,089 |
) |
|
$ |
(104,949 |
) |
|
|
29,990 |
|
|
$ |
(96 |
) |
|
$ |
647 |
|
|
$ |
281,868 |
|
Vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
566,156 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,058 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,058 |
|
Proceeds received from issuance of common stock in connection with a private offering |
|
|
— |
|
|
|
— |
|
|
|
1,552,795 |
|
|
|
2 |
|
|
|
14,998 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,000 |
|
Issuance of common stock in connection with the acquisition of inthinc |
|
|
— |
|
|
|
— |
|
|
|
76,796 |
|
|
|
— |
|
|
|
764 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
764 |
|
Series A convertible preferred stock dividend |
|
|
1,078 |
|
|
|
12 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12 |
) |
|
|