-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R+Epl5XsL9JmGuA0ViFNF72E03AQ0m1K09gCyP0M8Jj9fCqAtubdqeXq3dbjBbKD f74JagBppkfK3CCDq9VpUQ== 0001042422-99-000004.txt : 19990518 0001042422-99-000004.hdr.sgml : 19990518 ACCESSION NUMBER: 0001042422-99-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEDSTROM HOLDINGS INC CENTRAL INDEX KEY: 0001042422 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 541389361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-32385-05 FILM NUMBER: 99624832 BUSINESS ADDRESS: STREET 1: 585 SLAWIN COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 8478039200 MAIL ADDRESS: STREET 1: 585 SLAWIN COURT CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 Commission File Numbers: 333-32385-05 and 333-32385 HEDSTROM HOLDINGS, INC. HEDSTROM CORPORATION (Exact name of registrant as specified in its charter) Delaware 51-0329830 Delaware 51-0329829 (State or other jurisdiction (IRS Employer of incorporation Identification or organization) Number) 585 Slawin Court, Mount Prospect, Illinois 60056 (Address of principal executive offices, including zip code) (847) 803-9200 (Registrant's telephone number, including area code) 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 At May 14, 1999, there were outstanding: (i) 36,142,883 shares of the Common Stock, par value $.01 per share, of Hedstrom Holdings, Inc., (ii) 31,520,000 shares of the Non-Voting Common Stock, par value $.01 per share, of Hedstrom Holdings, Inc. and (iii) 10 shares of the Common Stock, par value $.01 per share, of Hedstrom Corporation. HEDSTROM HOLDINGS, INC. HEDSTROM CORPORATION FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets As of March 31, 1999 and December 31, 1998 Consolidated Income Statements Three months ended March 31, 1999 and 1998 Consolidated Statements of Cash Flows Three months ended March 31, 1999 and 1998 Consolidated Statement of Stockholders' Equity As of and for the three months ended March 31, 1999 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition PART II OTHER INFORMATION Item 1. Legal Proceedings Item 6. Exhibits and Reports on Form 8-K Signature PART I - FINANCIAL INFORMATION ITEM 1 Financial Statements HEDSTROM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (In thousands, except share data) March 31, December 31, 1999 1998 ------------- ------------ (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,495 $ 4,334 Trade accounts receivable, net of allowance for doubtful accounts 94,434 69,522 Taxes receivable 6,745 6,745 Inventories 65,491 53,722 Deferred income taxes 6,016 6,016 Prepaid expenses and other current assets 6,253 4,130 -------- -------- TOTAL CURRENT ASSETS 181,434 144,469 -------- -------- PROPERTY, PLANT AND EQUIPMENT, at cost, net of accumulated depreciation 47,654 48,102 -------- -------- OTHER ASSETS: Deferred charges, net of accumulated amortization 14,365 14,795 Goodwill, net of accumulated amortization 186,279 186,826 Deferred income taxes 1,575 1,575 -------- -------- TOTAL OTHER ASSETS 202,219 203,196 -------- -------- TOTAL ASSETS $431,307 $395,767 ======== ========
HEDSTROM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (In thousands, except share data) March 31, December 31, 1999 1998 ------------- ------------ (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Revolving line of credit $ 55,200 $ 34,920 Current portion of long-term debt and capital leases 12,919 11,905 Accounts payable 36,560 20,709 Accrued expenses 24,607 22,970 -------- -------- TOTAL CURRENT LIABILITIES 129,286 90,504 -------- -------- LONG-TERM DEBT: Senior Subordinated Notes 110,000 110,000 Senior Discount Notes 24,474 26,584 Term Loans 117,992 123,736 Notes payable to related parties 2,500 2,500 Capital leases 1,537 1,690 Other 1,993 2,154 -------- -------- TOTAL LONG-TERM DEBT 261,496 266,664 -------- -------- STOCKHOLDERS' EQUITY: Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding - - Common stock, $0.01 par value, 100,000,000 shares authorized, 36,142,883 and 36,142,883 shares issued and outstanding, respectively 361 361 Non-voting common stock, $0.01 par value, 40,000,000 shares authorized, 31,520,000 and 31,520,000 issued and outstanding, respectively 315 315 Additional paid-in capital 51,553 51,553 Accumulated other comprehensive loss (2,471) (2,616) Accumulated deficit (9,233) (11,014) -------- -------- TOTAL STOCKHOLDERS' EQUITY 40,525 38,599 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' $431,307 $395,767 ======== ======== The accompanying notes to consolidated financial statements are an integral part of these statements.
HEDSTROM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED INCOME STATEMENTS (In thousands, except per share data) (Unaudited) For the three months ended March 31, --------------------------------------- 1999 1998 ---- ---- Net sales $88,784 $78,389 Cost of sales 61,461 56,325 ------- ------- Gross profit 27,323 22,064 Selling, general and administrative expens 16,271 14,815 ------- ------- Operating income 11,052 7,249 Interest expense 8,032 7,688 ------- ------- Income (loss) before income taxes 3,020 (439) Income tax (benefit) expense 1,239 (180) ------- ------- Net income (loss) $ 1,781 $ (259) ------- ------- Basic earnings (loss) per share: Net income (loss) per share $0.03 ($0.00) Weighted average number of common shares outstanding (in thousands) 67,633 67,663 Diluted earnings (loss) per share: Net income (loss) per share $0.03 ($0.00) Weighted average number of common shares outstanding (in thousands) 68,994 67,663 The accompanying notes to consolidated financial statements are an integral part of these statements.
HEDSTROM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) For the three months ended March 31, -------------------------------------- 1999 1998 ---- ---- Cash flows from operating activities: Net income (loss) $ 1,781 $ (259) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation of property, plant and equipment and amortization of goodwill 3,274 3,354 Amortization of deferred financing fees 1,810 1,539 Deferred income tax benefit - 15 Changes in current assets and current liabilities, net of acquisitions: Accounts receivable (24,807) (1,120) Inventories (11,769) (3,527) Prepaid expenses and other current assets (2,123) 55 Accounts payable 15,851 8,015 Accrued expenses 445 (5,433) -------- ------- Net cash provided by (used for) operating activities (15,538) 2,639 -------- ------- Cash flows from investing activities: Acquisitions of property, plant and equipment (1,537) (1,772) Acquisition of ERO, Inc. - (3,037) Other acquisitions - (3,500) -------- -------- Net cash used for investing activities (1,537) (8,309) -------- --------
HEDSTROM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) For the three months ended March 31, -------------------------------------- 1999 1998 ---- ---- Cash flows from financing activities: Principal payments on Term Loans (4,158) (3,125) Borrowings on Revolving Credit Facility, net 20,280 2,000 Other (886) (301) -------- -------- Net cash provided by financing activities 15,236 (1,426) -------- -------- Net increase (decrease) in cash and cash equivalents (1,839) (7,096) Cash and cash equivalents: Beginning of period 4,334 10,844 -------- ------- End of period $ 2,495 $ 3,748 ======== ======= The accompanying notes to consolidated financial statements are an integral part of these statements.
HEDSTROM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (In thousands, except shares) (Unaudited) Common Stock Accumulated -------------- Additional Other Par Paid-In Comprehensive Accumulated Shares Value Capital Losses Deficit Total --------------------------------------------------------- -------- Balance at December 31, 1998 67,662,883 $676 $51,553 $(2,616) $(11,014) $38,599 Foreign currency translation adjustment - - - 145 - 145 Net income - - - - 1,781 1,781 -------- Comprehensive income - - - - - 1,926 --------------------------------------------------------- -------- Balance at March 31, 1999 67,662,883 $676 $51,553 $(2,471) $ (9,233) $40,525 =================================================================== The accompanying notes to consolidated financial statements are an integral part of these statements.
HEDSTROM HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 - PRINCIPLES OF CONSOLIDATION: The accompanying interim consolidated financial statements include the accounts of Hedstrom Holdings, Inc. (Holdings) and its wholly owned subsidiary, Hedstrom Corporation (Hedstrom, and together with Holdings, the Company). These financial statements are unaudited but, in the opinion of management, contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial condition, results of operations and cash flows of the Company. Certain prior period amounts have been reclassified to conform with the current period presentation. All intercompany balances and transactions have been eliminated in consolidation. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 1999 are not necessarily indicative of the results to be expected for the entire fiscal year. NOTE 2 - INVENTORIES: Inventories at March 31, 1999 and December 31, 1998 consist of the following (in thousands): March 31, December 31, 1999 1998 -------- ---------- Raw materials $24,403 $21,421 Work-in-process 9,162 9,013 Finished goods 31,926 23,288 ------- ------- $65,491 $53,722 ======= ======= NOTE 3 - DEBT: Debt consists of the following (in thousands): March 31, December 31, 1999 1998 -------- ----------- Senior Subordinated Notes $110,000 $110,000 Term Loans 130,000 134,158 Revolving Credit Facility 55,200 34,920 Senior Discount Notes 27,474 26,584 Other 6,941 7,827 -------- -------- $329,615 $313,489 ======== ======== Senior Subordinated Notes The $110.0 million Senior Subordinated Notes bear interest at 10% per annum, payable on June 1 and December 1 of each year, commencing December 1, 1997. The Senior Subordinated Notes mature on June 1, 2007. Except as set forth below, the Senior Subordinated Notes are not redeemable at the option of the Company prior to June 1, 2002. On and after such date, the Senior Subordinated Notes are redeemable, at the Company's option, in whole or in part, at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest to the redemption date: if redeemed during the 12-month period commencing on June 1 of the years set forth below: Redemption Period Price ------ ---------- 2002 105.000 2003 103.333 2004 101.667 2005 and thereafter 100.000 In addition, at any time and from time to time prior to June 1, 2000, the Company may redeem in the aggregate up to $44.0 million principal amount of Senior Subordinated Notes with the proceeds of one or more equity offerings so long as there is a public market at the time of such redemption (provided that the equity offering is an offering by Holdings, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Senior Subordinated Notes is contributed to the equity capital of the Company), at a redemption price (expressed as a percentage of principal amount) of 110%, plus accrued and unpaid interest, if any, to the redemption date; provided, however, that at least $66.0 million aggregate principal amount of the Senior Subordinated Notes remains outstanding after each such redemption. The Senior Subordinated Notes are unsecured senior subordinated obligations of the Company and are unconditionally and fully guaranteed (jointly and severally) on a senior basis by Holdings and on a senior subordinated basis by each domestic subsidiary of the Company. The Senior Subordinated Notes are subordinated to all senior indebtedness (as defined) of the Company and rank pari passu in right of payment with all senior subordinated indebtedness (as defined) of the Company. The Senior Subordinated Notes Indenture contains certain covenants that, among other things, limit (i) the incurrence of additional indebtedness by the Company and its restricted subsidiaries (as defined), (ii) the payment of dividends and other restricted payments by the Company and its restricted subsidiaries, (iii) distributions from restricted subsidiaries, (iv) asset sales, (v) transactions with affiliates, (vi) sales or issuances of restricted subsidiary capital stock and (vii) mergers and consolidations. Term Loans and Revolving Credit Facility The Senior Credit Facilities consist of (a) the six-year $75.0 million Tranche A Senior Secured Term Loan Facility; (b) the eight- year $65.0 million Tranche B Senior Secured Term Loan Facility; and (c) the Senior Secured Revolving Credit Facility providing for revolving loans to the Company and the issuance of letters of credit for the account of the Company in an aggregate principal and stated amount at any time not to exceed $70.0 million. Borrowings under the Revolving Credit Facility will be available based upon a borrowing base not to exceed the sum of 85% of eligible accounts receivable and 50% of eligible inventory. At the Company's option, the interest rates per annum applicable to the Senior Credit Facilities will be either (i) the Eurocurrency Rate (as defined) plus 3.0% in the case of the Tranche A Term Loan Facility and the Revolving Credit Facility or 3.5% in the case of the Tranche B Term Loan Facility or (ii) the Alternate Base Rate (as defined) plus 2.0% in the case of the Tranche A Term Loan Facility and the Revolving Credit Facility or 2.5% in the case of the Tranche B Term Loan Facility. The Alternate Base Rate is the highest of (a) Credit Suisse First Boston's Prime Rate (as defined) or (b) the federal funds effective rate from time to time plus 0.5%. The obligations of the Company under the Senior Credit Facilities are unconditionally, fully and irrevocably guaranteed (jointly and severally) by Holdings and each of the Company's direct or indirect domestic subsidiaries (collectively, the Senior Credit Facilities Guarantors). In addition, the Senior Credit Facilities will be secured by first priority or equivalent security interests in (i) all the capital stock of, or other equity interests in, each direct or indirect domestic subsidiary of the Company and 65% of the capital stock of, or other equity interests in, each direct foreign subsidiary of the Company, or any of its domestic subsidiaries and (ii) all tangible and intangible assets (including, without limitation, intellectual property and owned real property) of the Company and the Senior Credit Facilities Guarantors. The Senior Credit Facilities contain a number of significant covenants that, among other things, restrict the ability of the Company to dispose of assets, incur additional indebtedness, repay other indebtedness or amend debt instruments, pay dividends, create liens on assets, make investments or acquisitions, engage in mergers or consolidations, make capital expenditures, or engage in certain transactions with affiliates. In addition, under the Senior Credit Facilities, the Company is required to comply with specified interest coverage and maximum leverage ratios. At March 31, 1999, the Company was in compliance with all of the restrictive covenants contained in the Senior Credit Facility. Senior Discount Notes In connection with the ERO acquisition, Holdings received $25.0 million of gross proceeds from the issuance by Holdings of 44,612 units, consisting of the Discount Notes and 2,705,896 shares of Holdings common stock. Of the $25.0 million in gross proceeds, $3.4 million ($1.25 per share) was allocated to the common stock, based upon management's estimate of fair market value, and $21.6 million was allocated to Discount Notes. The Discount Notes are unsecured obligations of Holdings and have an aggregate principle amount at maturity (June 1, 2009) of $44.6 million, representing a yield to maturity of 12%. No cash interest will accrue on the Discount Notes prior to June 1, 2002. Thereafter, cash interest will be payable on June 1 and December 1 of each year, commencing December 1, 2002. Except as set forth below, the Discount Notes are not redeemable at the option of Holdings prior to June 1, 2002. On and after such, the Discount Notes are redeemable, at Holdings' option, in whole or in part, at the following redemption prices (expressed in percentages of principal amount at maturity), plus accrued and unpaid interest to the redemption date: if redeemed during the 12-month period commencing on June 1 of the years set forth below: Redemption Period Price ------ ---------- 2002 106.000 2003 104.000 2004 102.000 2005 and thereafter 100.000 In addition, at any time and from time to time prior to June 1, 2000, Holdings may redeem in the aggregate up to 40% of the accreted value of the Discount Notes with the proceeds of one or more equity offerings by Holdings so long as there is a public market at the time of such redemption, at a redemption price (expressed as a percentage of accreted value on the redemption date) of 112%, plus accrued and unpaid interest, if any, to the redemption date; provided, however, that at least $26.8 million aggregate principal amount at maturity of the Discount Notes remains outstanding after each such redemption. At any time on or prior to June 1, 2002, the Discount Notes may also be redeemed as a whole at the option of Holdings upon the occurrence of a change of control (as defined) at a redemption price equal to 100% of the accreted value thereof plus the applicable premium, and accrued and unpaid interest, if any, to the date of redemption. The Discount Notes Indenture contains certain covenants that, among other things, limit (i) the incurrence of additional indebtedness by Holdings and its restricted subsidiaries (as defined), (ii) the payment of dividends and other restricted payments by Holdings and its restricted subsidiaries, (iii) distributions from restricted subsidiaries, (iv) asset sales, (v) transactions with affiliates, (vi) sales or issuances of restricted subsidiary capital stock and (vii) mergers and consolidations. Other Debt Other debt consists of a $2.5 million Holdings note payable to the previous owners of Holdings as well as various other mortgages, capital leases and equipment loans. The $2.5 million note payable bears interest at 10% per annum and is payable at the earlier of April 30, 2002, or when the Company has met certain cash flow levels. The mortgages and equipment loans have varying interest rates and maturities. NOTE 4 - SEGMENT INFORMATION: Effective January 1, 1998, the Company adopted SFAS No. 131, Disclosure About Segments of an Enterprise and Related Information. SFAS 131 requires companies to identify their operating segments based upon the internal financial information reported to the company's chief operating decision maker. The Company's operating decision maker is its Chief Executive Officer (CEO). Financial information reported to the CEO reflects five business segments: the Bedford Division, the Ashland Division, the ERO Division, the Montreal Division and the International Division. The CEO evaluates performance of each segment based upon the operating earnings (loss) of each segment. The Company develops, manufactures and sells a variety of children's leisure and activity products. The Bedford Division principally manufactures and markets in the United States and Canada outdoor gym sets, wood gym kits and slides, spring horses, trampolines and gym accessories. The Ashland Division principally manufactures and markets in the United States a wide variety of children's playballs and ball pit products. The Montreal Division principally manufactures and markets children's products including arts and crafts, game tables, certain other children's bulk play products such as play kitchens and battery-operated ride-on vehicles. In addition, this division includes a broad line of school supplies featuring popular licensed characters. The ERO Division produces the Slumber Shoppe line of products including products such as indoor sleeping bags and play tents featuring popular licensed characters, a water sports line of products including flotation jackets, masks, fins, goggles and snorkels. Additionally the division produces licensed room decorations for young children, consisting principally of stick-on and peel-off wall decorations. The International Division produces and distributes gym sets, and other products, manufactured by domestic divisions, outside of the United States. For the Quarter Ended March 31, --------------- 1999 1998 ---- ---- Bedford Division Net revenues $50,387 $39,916 Operating earnings 9,370 5,059 Identifiable assets 94,707 77,963 Ashland Division Net revenues 12,871 13,693 Operating earnings 1,772 2,100 Identifiable assets 20,517 30,649 ERO Division Net revenues 13,868 13,600 Operating earnings 1,718 2,124 Identifiable assets 30,522 28,538 Montreal Division Net revenues 5,430 6,123 Operating earnings (1,256) (2,260) Identifiable assets 54,470 45,266 International Division Net revenues 6,228 5,057 Operating earnings (552) 226 Identifiable assets 14,070 9,219 Corporate, other non- segments and Intercompany Eliminations Identifiable assets 217,021 192,794 Consolidated totals from continuing operations Net revenues 88,784 78,389 Operating earnings 11,052 7,249 Identifiable assets 431,307 384,429 NOTE 5 - RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS: The Financial Accounting Standards Board has issued SFAS No. 133, Accounting for Derivative and Similar Financial Instruments For Hedging Activities. This pronouncement revises the accounting for derivative financial instruments. It requires entities to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The adoption of this statement is required for fiscal years beginning after June 15, 1999. The Company has entered into interest rate swap agreements to hedge exposure to variable interest rate debt. The Company will recognize these derivatives at fair value in its financial statements if these agreements are outstanding as of January 1, 2000. The adoption of this pronouncement is not expected to have a significant impact on the Company's financial position or results of operations. The Financial Accounting Standards Board has issued SFAS No. 134 Accounting For Mortgage-Backed Securities. SFAS No. 134 will have no effect on the financial condition or results of operations of the Company. NOTE 6 - SUBSIDIARY GUARANTORS / NONGUARANTORS FINANCIAL INFORMATION: The following is financial information pertaining to Hedstrom and its subsidiary nonguarantors (with respect to the Senior Subordinated Notes and the Senior Credit Facilities) for the periods in which they are included in Holding's accompanying consolidated financial statements. HEDSTROM CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEETS (In thousands) At March 31, 1999 At December 31, 1998 ------------------------------------------ ----------------------------------------------- Hedstrom Hedstrom Hedstrom Subsidiary Hedstrom Subsidiary Subsidiary Non- Adjustment Total Subsidiary Non- Adjustments/ Total Assets Guarantor guarantor Eliminations Hedstrom Guarantors guarantors Eliminations Hedstrom ========================== ========== ========= ============ ======== ========== ========== ============ ======== Current assets: Cash and cash equivalents $ 1,518 $ 977 $ - $ 2,495 $ 1,839 $ 2,495 $ - $ 4,334 Accounts receivable, net 86,089 8,345 - 94,434 59,193 10,329 - 69,522 Taxes receivable 6,095 650 - 6,745 6,095 650 - 6,745 Inventories 49,448 16,099 (56) 65,491 40,742 13,036 (56) 53,722 Deferred income taxes(c) 6,016 - - 6,016 6,016 - - 6,016 Prepaid expenses and other current assets 5,240 1,013 - 6,253 3,849 281 - 4,130 -------- ------- -------- -------- -------- -------- -------- -------- Total current assets 154,406 27,084 (56) 181,434 117,734 26,791 (56) 144,469 -------- ------- -------- -------- -------- -------- -------- -------- Property, plant, and equipment, net 30,930 16,724 - 47,654 31,361 16,741 - 48,102 -------- ------- -------- ------- -------- -------- -------- -------- Other assets: Investment in and advances to Nonguarantor Subsidiaries 56,768 - (56,768) - 56,190 - (56,190) - Deferred charges, net 13,479 - - 13,479 13,857 - - 13,857 Goodwill, net 165,362 20,917 - 186,279 165,835 20,991 - 186,826 Deferred income taxes 1,092 (1,611) - (519) 1,092 (1,611) - (519) -------- ------- -------- -------- -------- -------- -------- -------- Total other assets 236,701 19,306 (56,768) 199,239 236,974 19,380 (56,190) 200,164 -------- ------- -------- -------- -------- -------- -------- -------- Total assets $422,037 $63,114 $(56,824) $428,327 $386,069 $ 62,912 $ (56,246) $392,735 ======== ======= ======== ======== ======== ======== ======== ========
HEDSTROM CORPORATION AND SUBSIDIARIES CONSOLIDATING BALANCE SHEETS (In thousands) At March 31, 1999 At December 31, 1998 ------------------------------------------ ----------------------------------------------- Hedstrom Hedstrom Hedstrom Subsidiary Hedstrom Subsidiary Subsidiary Non- Adjustment Total Subsidiary Non- Adjustments/ Total Guarantor guarantor Eliminations Hedstrom Guarantors guarantors Eliminations Hedstrom ========== ========= ============ ======== ========== ========== ============ ======== Liabilities and stockholders' equity ========================== Current liabilities: Revolving line of credit $ 55,200 $ - $ - $55,200 $ 34,920 $ - $ - $ 34,920 Current portion of long term debt and capital leases 12,425 494 - 12,919 11,417 488 - 11,905 Advances from Guarantor Subidiaries - 39,669 (39,669) - - 39,091 (39,091) - Accounts payable (c) 33,585 2,975 - 36,560 17,170 3,539 - 20,709 Accrued expenses 21,956 2,748 (23) 24,681 20,520 2,198 (23) 22,695 -------- ------- -------- --------- -------- ------- -------- -------- Total current liabilities 123,166 45,886 (39,692) 129,360 84,027 45,316 (39,114) 90,229 -------- ------- -------- --------- -------- ------- -------- -------- Senior Subordinated Notes 110,000 - - 110,000 110,000 - - 110,000 Term Loans 117,992 - - 117,992 123,736 - - 123,736 Capital leases 1,537 - - 1,537 1,690 - - 1,690 Other 1,633 360 - 1,993 1,667 487 - 2,154 -------- ------- -------- --------- -------- ------- -------- -------- Total long-term debt(a) 231,162 360 - 231,522 237,093 487 - 237,580 -------- ------- -------- --------- -------- ------- -------- -------- Total liabilities 354,328 46,246 (39,692) 360,882 321,120 45,803 (39,114) 327,809 -------- ------- -------- --------- -------- ------- -------- -------- Total stockholder's equity (deficit)(b) 67,709 16,868 (17,132) 67,445 64,949 17,109 (17,132) 64,926 -------- ------- -------- --------- -------- ------- -------- -------- Total liabilities and stockholders' equity $422,037 $63,114 $(56,824) $428,327 $386,069 $62,912 $(56,246) $392,735 ======== ======= ======== ========= ======== ======= ======== ========
CONSOLIDATING INCOME STATEMENTS (In thousands) Three Months Ended March 31, 1999 Three Months Ended March 31, 19987 ------------------------------------------- ----------------------------------------------- Hedstrom Hedstrom Hedstrom Subsidiary Hedstrom Subsidiary Subsidiary Non- Adjustments/ Total Subsidiary Non- Adjustments/ Total Statement of Operations Guarantor guarantor Eliminations Hedstrom Guarantors guarantors Eliminations Hedstrom ======================= ========= ========= ============ ======== ========== ========== ============ ======== Net sales $85,848 $ 9,201 $ (6,265) $88,784 $76,739 $ 5,941 $ (4,291) $ 78,389 Cost of sales 61,141 6,585 (6,265) 61,461 55,438 5,240 (4,353) 56,325 ------- ------- -------- ------- ------- ------- -------- ------- Gross profit (loss) 24,707 2,616 - 27,323 21,301 701 62 22,064 Selling, general and administrative expense 13,639 2,632 - 16,271 13,077 1,738 - 14,815 ------- ------- -------- ------- ------- ------- -------- ------- Operating income (loss) 11,068 (16) - 11,052 8,224 (1,037) 62 7,249 Interest expense (c) 6,523 505 - 7,028 6,222 560 - 6,782 ------- ------- -------- ------- ------- ------- -------- ------- Income (loss) before income taxes 4,545 (521) - 4,024 2,002 (1,597) 62 467 Income tax provision (benefit) (c) 1,864 (214) - 1,650 794 (627) 25 192 ------- ------- -------- ------- ------- ------- -------- ------- Net income (loss) $ 2,681 $ (307) $ - $ 2,374 $ 1,208 $ (970) $ 37 $ 275 ======= ======= ======== ======= ======= ======= ======== =======
HEDSTROM CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF CASH FLOWS (In thousands) Three Months Ended March 31, 1999 Three Months Ended March 31, 1998 ------------------------------------ ------------------------------------------- Hedstrom Hedstrom Hedstrom Subsidiary Hedstrom Subsidiary Subsidiary Non- Adustments/ Total Subsidiary Non- Adjustments/ Total Guarantor guarantor Eliminations Hedstrom guarantor guarantor Eliminations Hedstrom ========= ========= ============ ======== ========= ========== ============ ======== Cash flows from operating activities: Net income (loss)(c) $ 2,681 $ (307) $ - $ 2,374 $ 1,208 $ (970) $ 37 $ 275 Adjustments to reconcile net income (loss) to net cash (used for) provided by operating activities: Depreciation of property, plant and equipment and amortization of goodwill and deferreds 3,423 719 - 4,142 3,597 452 - 4,049 Deferred income tax provision (c) - - - - 15 - - 15 Changes in current assets and current liabilities, net of acquisitions: Accounts receivable (26,791) 1,984 - (24,807) (4,668) 3,548) - (1,120) Inventories (8,706) (3,063) - (11,769) (1,108) (2,230) (189) (3,527) Prepaid expenses and other current assets (1,391) (732) - (2,123) 456 (401) - 55 Accounts payable 16,415 (564) - 15,851 8,575 (560) - 8,015 Accrued expenses 244 550 - 794 (1,907) 3,368 152 (5,123) Other - - - - - - - - -------- ------ ----- --------- -------- ------ ---- -------- Net cash (used for) provided by operating activities (14,125) (1,413) - (15,538) 6,168 (3,529) - (2,639) -------- ------ ----- --------- -------- ------ ---- -------- Cash flows from investing activities: Acquisitions of property plant and equipment (1,261) (276) - (1,537) (688) (1,084) - (1,772) Acquisition of ERO, Inc. - - - (3,037) - - (3,037) Other Acquisition - - - - - (3,500) - (3,500) -------- ------ ----- -------- -------- ------ ---- --------- Net cash used for investing activities (1,261) 276 - (1,537) (3,725) (4,584) - (8,309) -------- ------ ----- -------- -------- ------ ---- ---------
HEDSTROM CORPORATION AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF CASH FLOWS (In thousands) Three Months Ended March 31, 1999 Three Months Ended March 31, 1998 ------------------------------------ ------------------------------------------- Hedstrom Hedstrom Hedstrom Subsidiary Hedstrom Subsidiary Subsidiary Non- Adustments/ Total Subsidiary Non- Adjustments/ Total Guarantor guarantor Eliminations Hedstrom guarantor guarantor Eliminations Hedstrom ========= ========= ============ ======== ========= ========== ============ ======== Cash flows from financing activities: Principal payments on term loans (4,158) - - (4,158) (3,125) - - (3,125) Borrowings on new revolving line of credit 20,280 - - 20,280 2,000 - - 2,000 Advances to/(from) Nonguarantor subsidiaries (578) 578 - - (7,924) 7,924 - - Other (479) (407) - (886) 108 (409) - (301) -------- ------ ----- -------- ------- ------ ---- -------- Net cash (used for) provided by financing activities 15,065 171 - 15,236 (8,941) 7,515 - (1,426) -------- ------ ----- -------- -------- ------ ---- -------- Net increase (decrease) in cash and cash equivalents (321) (1,518) - (1,839) (6,498) (598) - (7,096) Cash and cash equivalents: Beginning of period 1,839 2,495 - 4,334 8,894 1,860 - 10,844 -------- ------ ----- -------- -------- ------ ---- -------- End of period $ 1,518 $ 977 $ - $ 2,495 $ 2,486 $1,262 $ - $ 3,748 ======== ====== ===== ======== ======== ====== ==== ========
Each of the Subsidiary Guarantors is a wholly-owned subsidiary of Hedstrom and has fully and unconditionally guaranteed the Senior Subordinated Notes on a joint and several basis. The Company has not presented separate financial statements and other disclosures concerning each subsidiary Guarantor because management has determined that such information is not material to investors. The column "Total Hedstrom" represents the consolidated financial statements of Hedstrom and its subsidiaries. Hedstrom Corporation is Holdings' only direct subsidiary. The primary differences between the consolidated amounts of Hedstrom Corporation and the consolidated amounts included in the accompanying consolidated financial statements of Holdings are as follows: (a) Hedstrom Corporation's Long-Term Debt does not include a $2.5 million note payable issued by Holdings in connection withe its 1995 recapitalization, and the issuance of Senior Discount Notes valued at $25.8 million at September 30, 1998. (b) Hedstrom Corporation's stockholder's equity includes Holdings' stockholders equity plus $21.6 million in proceeds from the issuance of Senior Discount Notes, which proceeds were contributed as equity by Holdings to Hedstrom Corporation less the interest, net of taxes, accrued thereon and, as of both September 30, 1998 and December 31, 1997, the $2.5 million note payable described in (a) above less the interest, net of taxes, accrued thereon. (c) Accounts payable, Interest expense and deferred income taxes do not reflect the accrued interest, interest expense and the deferred tax benefit of accrued interest on the obligations discussed in (a) above. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion of the Company's results of operations and financial condition should be read in conjunction with the consolidated financial statements of the Company and the notes thereto contained herein, as well as included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998 as filed with the Securities and Exchange Commission. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. These risks, which are further detailed below as well as included in the Registration Statement on Form S-1 of the Company and Hedstrom as filed with the Securities and Exchange Commission (File Nos. 333-32385-05 and 333-32385), include, but are not limited to, the Company's recent net losses, substantial leverage and debt service, financing restrictions and covenants, reliance on key customers, dependence on key licenses and obtaining new licenses, raw materials prices and product liability risks. In addition, such forward-looking statements are necessarily dependent upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events or circumstances and may not be realized. Forward-looking statements can be identified by, among other things, the use of forward - looking terminology such as believes, expects, may, will, should, seeks, pro-forma, anticipates or intends' or the negative of any thereof, or other variations or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, undue reliance should not be placed on any forward-looking statements. The Company and Hedstrom disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. Results of Operations The following table sets forth net sales and gross profit for each of Hedstrom's operating divisions for the periods indicated: Three months Ended March 31, --------------- 1999 1998 ---- ---- Net sales Bedford Division $50.4 $39.9 Ashland Division 12.9 13.7 International Division 6.2 5.1 ERO Divisioin 13.9 13.6 Montreal Division 5.4 6.1 ----- ----- Total net income $88.8 $78.4 ===== ===== Gross profit: Bedford Division $14.3 $ 9.7 Ashland Division 4.1 4.1 International Division 1.1 1.2 ERO Division 5.4 6.0 Montreal Division 2.4 1.1 ----- ----- Total gross profit $27.3 $22.1 ===== ===== Net Sales. Total net sales increased to $88.8 million for the quarter ended March 31, 1999 from $78.4 million for the comparable prior year quarter, an increase of $10.4 million. The increase was primarily attributable to increases in sales at the Bedford and International Divisions. Net sales of the Bedford Division increased $10.5 million versus the prior year first quarter. The increase in sales was primarily due to the additional Wood Gym Sales achieved through the acquisition of Backyard Products Limited, a manufacturer of wood gym sets acquired in August 1998. Additionally, increased demand for Trampolines was partially offset by lower sales of the Metal Gym Set product line. Sales at the International Division increased by $1.1 million versus the prior year comparable period due mainly to the acquisition of certain assets of Bestoy, an U.K. manufacturer, made during the first quarter of 1998. The aforementioned increases were partially offset by lower net sales at the Ashland and Montreal Divisions. The Ashland Division's net sales decreased by $0.8 million to $12.9 million for the quarter ended March 31, 1999 as compared to the prior years first quarter. The decrease was primarily due to lower sales of undecorated playballs, resulting from customer inventory reduction efforts, the effects of which were partially offset by increased sales of ball pit products. The Montreal Division's net sales decreased to $5.4 million for the first quarter 1999 from $6.1 million for the prior year comparable period, a decrease of $0.7 million. The decrease in net sales at the Montreal Division was primarily due to lower sales of arts and activities products and Impact products, the effects of which were partially offset by the increased sales of battery powered ride-on cars as a result of engineering improvements on the product. The ERO Division's net sales for the quarter ended March 31, 1999 were relatively flat compared to the prior year comparable quarter as greater demand for Slumber Shoppe products was partially offset by lower demand for Coral and Priss Prints products. Gross Profit. Gross Profit for the quarter ended March 31, 1999 increased $5.2 million to $27.3 million as compared to $22.1 million for the quarter ended March 31, 1998. The increase was primarily due to higher sales as compared to the prior years first quarter. As a percentage of consolidated net sales, consolidated gross profit increased to 30.7% for the first quarter of 1999 versus 28.2% for the first quarter of 1998. The increase in the consolidated gross profit percentage was primarily due to higher gross margin percentages at the Bedford, Ashland and Montreal Divisions. The Bedford Division's gross margin percentage increased to 28.4% for the first quarter of fiscal 1999 from 24.3% in the first quarter of fiscal 1998. The increase was primarily due to more favorable material costs, more favorable production variances due to increased volume and the inclusion of the first quarter 1999 results of Backyard Products Limited. Backyard Product's wood gyms carry a higher gross profit percentage than the overall average of the Bedford Division. The Montreal Division's gross profit margin for the first quarter of 1999 increased to 44.4% from 18.0% for the prior years comparable quarter. The increase was attributable to a more favorable product sales mix, the exclusion of close out sales of Impact products made in the first quarter of 1998, and lower defective product returns in the first quarter 1999 versus the prior year first quarter. The Ashland Division's gross profit percentage increased in the first quarter of fiscal 1999 to 31.8% from 29.9% in the first quarter of fiscal 1998. The increase was due primarily to more favorable material costs. The gross profit percentage of the ERO Division decreased to 38.8% for the quarter ended March 31, 1999 from 44.1% for the prior years comparable quarter. The decrease in the gross margin percentage at the ERO Division was primarily a result of a less favorable product sales mix, specifically relating to a higher sales volume of relatively low-margin inflatable water sport products in the first quarter of 1999 versus the first quarter of 1998. The gross profit percentage of the International Division decreased to 17.7% in the first quarter of 1999 versus 23.5% in the first quarter of 1998 mainly as a result of unfavorable production variances associated with the start up of the Bestoy Production facility. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $1.5 million to $16.3 million in the first quarter of 1999 versus $14.8 million in the prior years first quarter. The increase in selling, general and administrative expenses was mainly a result of increased variable selling expenses, such as royalties and commissions, due to higher sales volume. Expressed as a percentage of net sales, selling, general and administrative expenses decreased to 18.3% in the first quarter ended March 31, 1999 form 18.9% for the prior year comparable quarter. The decrease in the percentage of selling, general and administrative expenses as compared to net sales was a result of higher sales volume to cover fixed expenses. Interest Expense. Interest expense increased due to higher average debt levels as a result of higher working capital requirements. Additionally, interest expense increased as the result of higher interest rates. Income Tax Expense. Holdings' effective income tax rate for the quarters ended March 31, 1999 and 1998 was 41.0%. Liquidity and Capital Resources of the Company Working Capital and Cash Flows Net cash used for operating activities was $15.5 million for the fiscal quarter ended March 31, 1999 versus cash provided by operations of $2.6 million for the prior year comparable quarter. The increase was mainly a result of higher working capital requirements to support higher sales volumes. Net cash used for investing activities was $1.5 million, all relating to acquisitions of property, plant and equipment. Net cash provided by financing activities was $15.2 million representing $20.2 million of net proceeds on the Companies revolving loan to fund additional working capital requirements to support higher sales levels, partially offset by principal repayments of $4.2 million on the Company's term loans for the quarter ended March 31, 1999. Liquidity The Company's primary liquidity demands are for capital expenditures and for working capital needs. The Senior Credit Facilities impose an annual limit of $10.0 million on the Company's capital expenditures and investments (subject in any given year to a roll-over of up to $4.0 million of unused capital expenditure capacity from the previous year). The Senior Credit Facilities impose significant restrictions on the Company's ability to make dividend payments. The Company's primary sources of liquidity are cash flows from operations and borrowings under the Revolving Credit Facility. As of March 31, 1999, approximately $8.4 million was available to the Company (subject to borrowing base limitations) for borrowings under the Revolving Credit Facility. Management believes that cash generated from operations, together with borrowings under the Revolving Credit Facility, will be sufficient to meet the Company's working capital and capital expenditures needs for the foreseeable future. Interest payments on the Senior Subordinated Notes and interest and principal payments under the Senior Credit Facilities represent significant cash requirements for the Company. The Senior Subordinated Notes require semiannual interest payments of $5.5 million. Borrowings under the Senior Credit Facilities bear interest at floating rates and require interest payments on varying dates depending on the interest rate option selected by the Company. Outstanding borrowings under the Senior Credit Facilities consisted of $130.7 million under the Term Loan Facilities, comprised of $66.5 million of Tranche A Term Loans maturing in 2003 and $64.2 million of Tranche B Term Loans maturing in 2005. The Senior Credit Facilities also include a $70 million Revolving Credit Facility. As of March 31, 1999, a balance of $55.2 million was outstanding under the Revolving Credit Facility. Year 2000 Date Conversion The Company relies on a significant number of computer programs and computer technologies (collectively, IT) and non-IT Systems for its key operations, including product design, finance and various administrative functions. In July of 1997 the Company began an impact assessment of the Year 2000 on its business systems and ability to provide product, information, and services to its result of this assessment the Company adopted a two phase plan to attain Year 2000 compliance. Phase I of the Company's Year 2000 compliance plan addresses its mainframe business systems which need to be converted to handle Year 2000 dates. Phase II addresses computer hardware, stand-alone systems, and embedded systems which may need to be upgraded by the end of 1999. Conversion of Phase I data bases and programs was completed in July 1998. The systems testing phase was completed in the first quarter of 1999, and the Company installed the converted business system in April, 1999. Assessment of all computer hardware, stand-alone systems, communications hardware and software which may require replacement or upgrade by January 2000 is now in progress. The Company has identified all systems which it believes are not Year 2000 compliant. Remediation of these systems will take place throughout 1999. In addition, the Company is evaluating the Year 2000 readiness of its key vendors to ensure that its ability to produce and deliver products is not materially impacted. As this evaluation is completed, the Company will decide what further actions, if any, are appropriate. The Company anticipates that its total Year 2000 compliance costs will approximate $1.0 million. The Company believes that it has sufficient funds available through its existing credit facilities to address the Year 2000 costs. These costs will include software, hardware and consulting expenses which are being expensed as incurred. The Company believes its current worse case scenario would be the inability of suppliers to deliver key raw materials. The Company is currently devising contingency plans which could among other things include carrying excess stock of key raw materials such as steel at December 31, 1999. While the Company is confident that the Year 2000 issues are manageable and will be dealt with in a timely fashion, this conclusion is forward looking and involves uncertainty and risks. The ultimate result may be impacted by a variety of factors such as, but not limited to, the ability to successfully remediate existing IT systems, the failure to identify problems associated with non-IT systems and problems associated with supplier or customer information systems, any of which could have a material adverse effect on the Company's ability to successfully address Year 2000 issues. PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company is currently involved in several lawsuits arising in the ordinary course of business. The Company maintains insurance covering such liability, and does not believe that the outcome of any such lawsuits will have a material adverse effect on the Company's financial condition. Item 6. Exhibits and Reports on Form 8-K a) Exhibits (1) 2.1 - Agreement and Plan of Merger, dated as of April 10, 1997, among Hedstrom Corporation, HC Acquisition Corp. and ERO, Inc. (1) 3.1 - Restated Certificate of Incorporation of Hedstrom Holdings, Inc., as filed with the Secretary of State of the State of Delaware on October 27, 1995. (1) 3.2 Certificate of Amendment of Restated Certificate of Incorporation of Hedstrom Holdings, Inc., as filed with the Secretary of State of the State of Delaware on June 6, 1997. (1) 3.3 - Restated Bylaws of Hedstrom Holdings, Inc. (1) 3.4 - Certificate of Incorporation of New Hedstrom Corp., as filed with the Secretary of State of the State of Delaware on November 20, 1990. (1) 3.5 - Certificate of Amendment of the Certificate of Incorporation of New Hedstrom Corp., as filed with the Secretary of State of the State of Delaware on January 14, 1991. (1) 3.6 - By-Laws of Hedstrom Corporation. (1) 4.1 - Indenture, dated as of June 1, 1997, among Hedstrom Corporation, Hedstrom Holdings, Inc., the Subsidiary Guarantors identified on the signature pages thereto and IBJ Schroder Bank & Trust Company, as Trustee. (1) 4.2 - Form of Senior Subordinated Note. (1) 4.3 - Indenture, dated as of June 1, 1997, among Hedstrom Holdings, Inc. and United States Trust Company of New York, as Trustee. (1) 4.4 - Form of Discount Note. 11.1 - Computation of Earnings Per Share. 27.1 - Financial Data Schedule. (1) Incorporated by reference to the respective exhibit to Holdings' and Hedstrom's Registration Statement on Form S-1 (File Nos. 333-32385-05 and 333-32385). b) Reports on Form 8-K The registrant has not filed any reports on Form 8-K during the quarter. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. Date: May 14, 1999 HEDSTROM HOLDINGS, INC. HEDSTROM CORPORATION /s/ David F. Crowley ------------------------ David F. Crowley Chief Financial Officer EX-11.1 2 EXHIBIT 11.1 HEDSTROM HOLDINGS, INC. AND SUBSIDIARY EARNINGS PER SHARE DISCLOSURE For the nine month period ended March 31, 1999 (Dollars in thousands) Income Shares Share (Numerator) (Denominator) Amount ----------- ------------- ------ Basic Earnings Per Share: Net income $1,781 67,663 $0.03 Effect of Dilutive Securities: Stock options in the money - 4,007 - - Buyback of shares at average price of $1.65 - (2,676) - ------ ------ ----- Net income $1,781 67,663 $0.03 Effect of Dilutive Securities: Stock options in the money - 4,007 - - Buyback of shares at average price of $1.65 - (2,676) - ------ ------ ----- Net effect of stock options - 1,331 - ------ ------ ----- Diluted Earnings Per Share: Net income $1,781 68,994 $0.03 ====== ====== ===== Options to purchase 765,000 shares of common stock at prices ranging from $1.64 per share were outstanding at March 31, 1999 but were not included in the computation of diluted EPS as the excessive price did not exceed market value at the end of the period.
EX-27 3
5 1,000 3-MOS DEC-31-1999 MAR-31-1999 2,495 0 94,434 0 65,491 181,434 47,654 0 431,307 129,286 0 0 361 315 38,849 431,307 88,784 88,784 61,461 16,271 0 0 8,032 3,020 1,239 1,781 0 0 0 1,781 0.03 0.03
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