-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qCgrYc57xx+A8/WuvuxWGpzI18AkuQhIYv6G7RC/GPIqsYfiBl2FEr9V0IU+acWV muowW69m3uv4VWZ6phbbBQ== 0000950116-94-000087.txt : 19940715 0000950116-94-000087.hdr.sgml : 19940715 ACCESSION NUMBER: 0000950116-94-000087 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940529 FILED AS OF DATE: 19940713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUNT MANUFACTURING CO CENTRAL INDEX KEY: 0000049146 STANDARD INDUSTRIAL CLASSIFICATION: 3950 IRS NUMBER: 210481254 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08044 FILM NUMBER: 94538663 BUSINESS ADDRESS: STREET 1: 230 S BROAD ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2157327700 MAIL ADDRESS: STREET 1: 230 S. BROAD STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 10-Q 1 FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 29, 1994 ------------ OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8044 ------- HUNT MANUFACTURING CO. ------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 21-0481254 ------------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 230 South Broad Street, Philadelphia, PA 19102 - - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone no., including area code (215) 732-7700 -------------- 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____ --- As of July 6, 1994 there were outstanding 16,084,696 shares of the registrant's common stock. 2 HUNT MANUFACTURING CO. INDEX Page ---- PART I - FINANCIAL INFORMATION --------------------- Item 1 - Financial Statements -------------------- Condensed Consolidated Balance Sheets as of May 29, 1994 and November 28, 1993 3 Condensed Consolidated Statements of Income - Three Months and Six Months ended May 29, 1994 and May 30, 1993 4 Condensed Consolidated Statements of Cash Flows - Six Months Ended May 29, 1994 and May 30, 1993 5 Notes to Condensed Consolidated Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 7-10 --------------------------------------------- PART II - OTHER INFORMATION ----------------- Item 4 - Submission of Matters to a Vote of Security Holders 11-12 --------------------------------------------------- Item 6 - Exhibits and Reports on Form 8-K 13 -------------------------------- Signatures 14 ---------- Exhibit Index 15 ------------- Exhibit 11 - Computation of Per Share Earnings 16 ---------------------------------------------- 3 Part I - FINANCIAL INFORMATION Item 1. Financial Statements -------------------- HUNT MANUFACTURING CO. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands except share and per share amounts)
May 29, November 28, ASSETS 1994 1993 --------- ------------ Current assets: Cash and cash equivalents $ 4,130 $ 10,778 Accounts receivable, less allowance for doubtful accounts: 1994, $2,634; 1993, $2,643 38,525 39,472 Inventories: Raw materials 10,992 9,577 Work in process 5,788 5,289 Finished goods 19,523 13,094 -------- -------- Total inventories 36,303 27,960 Deferred income taxes 4,436 - Prepaid expenses and other current assets 2,094 2,632 -------- -------- Total current assets 85,488 80,842 Property, plant and equipment, at cost, less accumulated depreciation and amortization: 1994, $44,789; 1993, $42,333 47,730 46,617 Intangible assets, net 26,311 27,019 Other assets 2,085 1,839 -------- -------- Total assets $161,614 $156,317 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 1,057 $ 3,158 Accounts payable 11,457 11,060 Accrued expenses: Salaries, wages and commissions 7,047 8,412 Income taxes 5,178 4,992 Other 5,490 6,092 -------- -------- Total current liabilities 30,229 33,714 Long-term debt, less current portion 4,033 3,003 Deferred income taxes 4,199 1,230 Other non-current liabilities 2,047 2,103 -------- -------- Total liabilities 40,508 40,050 -------- -------- Stockholders' equity: Preferred stock, $.l0 par value, authorized 1,000,000 shares (including 50,000 shares of Series A Junior Participating Preferred); none issued - - Common stock, $.l0 par value, 40,000,000 shares authorized; issued: 1994 - 16,130,068 shares; 1993 - 16,125,321 shares 1,613 1,613 Capital in excess of par value 6,218 6,158 Cumulative translation adjustment (1,205) (1,495) Retained earnings 115,207 110,290 -------- -------- 121,833 116,566 Less cost of treasury stock: 1994 - 45,372 shares; 1993 - 18,634 shares (727) (299) -------- -------- Total stockholders' equity 121,106 116,267 -------- -------- Total liabilities and stockholders' equity $161,614 $156,317 ======== ======== See accompanying notes to condensed consolidated financial statements.
4 HUNT MANUFACTURING CO. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands except per share amounts)
Three months ended Six months ended --------------------- ----------------------- May 29, May 30, May 29, May 30, 1994 1993 1994 1993 ------- ------- -------- -------- Net sales $69,023 $60,825 $133,573 $117,942 Cost of sales 41,157 36,124 80,552 70,776 ------- ------- -------- -------- Gross profit 27,866 24,701 53,021 47,166 Selling and shipping expenses 14,579 12,845 27,941 25,201 Administrative and general expenses 6,819 6,098 13,686 12,042 ------- ------- -------- -------- Income from operations 6,468 5,758 11,394 9,923 Interest expense 76 145 147 263 Other expense (income), net 30 (11) 80 15 ------- ------- -------- -------- Income before income taxes and cumulative effect of accounting change 6,362 5,624 11,167 9,645 Provision for income taxes 2,274 2,080 4,076 3,568 ------- ------- -------- -------- Income before cumulative effect of accounting change 4,088 3,544 7,091 6,077 Cumulative effect of change in accounting for income taxes - - 795 - ------- ------- -------- -------- Net income $4,088 $3,544 $7,886 $6,077 ======= ======= ======== ======== Average shares of common stock outstanding 16,110 16,116 16,112 16,107 ======= ======= ======== ======== Earnings per common share: Income before cumulative effect of accounting change $0.25 $0.22 $0.44 $0.38 Cumulative effect of change in accounting for income taxes - - 0.05 - ------- ------- -------- -------- Net income per share $0.25 $0.22 $0.49 $0.38 ======= ======= ======== ======== Dividends per common share $0.09 $0.0875 $0.18 $0.175 ======= ======= ======== ======== See accompanying notes to condensed consolidated financial statements.
5 HUNT MANUFACTURING CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended ----------------------- May 29, May 30, 1994 1993 ------ ------- Cash flows from operating activities: Net income $ 7,886 $ 6,077 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,982 4,009 Cumulative effect of change in accounting for income taxes (795) - Deferred income taxes (670) - Loss on disposals of property, plant and equipment 80 293 Payments relating to relocation and consolidation of operations (93) (239) Issuance of stock under management incentive bonus and stock grant plans 184 49 Changes in operating assets and liabilities (8,463) (4,469) Other, net - (273) ------- ------- Net cash provided by operating activities 2,111 5,447 ------- ------- Cash flows from investing activities: Additions to property, plant and equipment (4,245) (4,638) Other, net 128 (443) ------- ------- Net cash used for investing activities (4,117) (5,081) ------- ------- Cash flows from financing activities: Payments on long-term debt, including current maturities (1,071) (654) Purchase of treasury stock (729) - Proceeds from exercise of stock options 105 205 Dividends paid (2,897) (2,819) Other, net 13 - ------- ------- Net cash used for financing activities (4,579) (3,268) ------- ------- Effect of exchange rate changes on cash (63) (129) ------- ------- Net decrease in cash and cash equivalents (6,648) (3,031) Cash and cash equivalents, beginning of period 10,778 6,013 ------- ------- Cash and cash equivalents, end of period $ 4,130 $ 2,982 ======= ======= Supplemental disclosures of cash flow information: Interest paid $ 247 $ 194 Income taxes paid 4,286 3,863 See accompanying notes to condensed consolidated financial statements.
6 HUNT MANUFACTURING CO. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The accompanying condensed consolidated financial statements and related notes are unaudited; however, in management's opinion all adjustments (consisting primarily of normal recurring accruals) necessary for a fair presentation of the financial position at May 29, 1994 and the results of operations and cash flows for the periods shown have been made. Such statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by generally accepted accounting principles or those normally made in the Form 10-K. 2. The earnings per share are calculated based on the weighted average number of common shares outstanding. Shares issuable under outstanding stock option, stock grant and long-term incentive compensation plans are common stock equivalents, but are not used in computing earnings per share because the dilutive effect would be less than 3%. 3. Effective November 29, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes." The adoption of SFAS No. 109 changes the Company's method of accounting for income taxes from the deferred method under Accounting Principles Board Opinion No. 11 to an asset and liability approach. The effect of adopting SFAS No. 109 has been recognized immediately as the effect of a change in accounting principle and increased net income in the first quarter and for the first half of fiscal 1994 by $795, or $.05 per share. Prior financial statements have not been restated. The increase in net income results primarily from adjusting deferred tax balances to current tax rates. The significant components of deferred tax assets and liabilities at November 29, 1993 consist of: Assets Liabilities ------ ----------- Inventories $2,007 -- Accrued expenses 1,498 -- Allowance for doubtful accounts 958 -- Net operating loss carryforwards-foreign 804 -- Pensions 385 -- Net operating loss carryforwards- state and local 278 -- Depreciation and amortization -- $5,283 ------ ------ Subtotal $5,930 $5,283 Valuation allowance (1,082) -- ------ ------ Total $4,848 $5,283 ====== ====== 4. On April 13, 1994, shareholders approved an increase in authorized shares of common stock from 20,000,000 to 40,000,000 shares. 5. On June 15, 1994, the Company refinanced at the same rate of interest(1) $1.6 million in industrial development revenue bonds that were due on that date, which resulted in the reclassification of this debt from current to long-term at May 29, 1994. The new maturity date is June 15, 1999. ---------------- (1) Interest is equal to 65% of the lending bank's average daily prime rate (4.7% at May 29, 1994). 7 Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations ------------------------------------------------------------ Financial Condition - - ------------------- In the second quarter of fiscal 1994, the Company's strong financial condition was maintained. Working capital showed improvement, increasing to $55.3 million at May 29, 1994 from $47.1 million at November 28, 1993, while the percentage of debt to equity decreased to 4.2% from 5.3% at those respective dates. Net cash flows of $2.1 million provided by operating activities in the first half of fiscal 1994, combined with available cash balances, were sufficient to fund additions to property, plant and equipment of $4.2 million, pay cash dividends of $2.9 million and pay down $1 million in debt. Current assets increased $4.6 million to $85.5 million at the end of the second quarter of fiscal 1994 from $80.8 million at the end of fiscal 1993 primarily as a result of increases in inventories. The increase in inventories was principally attributable to the purchase of inventories relating to an exclusive distribution agreement with Schwan-STABILO(R) and the replenishment of certain key inventory items in anticipation of higher sales and to improve customer service levels in the second half of fiscal 1994. New products also accounted for a portion of the increase. Cash and cash equivalents decreased to $4.1 million at May 29, 1994 from $10.8 million at November 28, 1993 primarily as a result of the increases in inventories but also due to the payment of dividends, additions to property, plant and equipment and the scheduled payments on debt. Current liabilities decreased to $30.2 million at the end of the second quarter of fiscal 1994 from $33.7 million at the end of fiscal 1993, primarily as a result of decreases in the current portion of long-term debt and decreases in accrued salaries, wages and commissions. On June 15, 1994, the Company refinanced $1.6 million in industrial development revenue bonds that were due on that date which resulted in the reclassification of this debt from current to long-term at May 29, 1994. The decrease of $1.4 million in accrued salaries, wages and commissions was largely the result of payments of incentive compensation in the first half of fiscal 1994 which had been accrued at the end of fiscal 1993. There were no borrowings under the Company's line-of-credit agreements at May 29, 1994. These line-of-credit agreements are with three banks and total $45 million. Management continues to expect that cash generated from operations along with available cash balances (combined with credit agreements) will be sufficient to meet the Company's currently anticipated working capital and other investing and financing needs. If additional resources are needed, management believes that the Company could obtain funds at competitive costs. Management also expects that total 1994 expenditures for additions to property, plant and equipment to increase capacity and productivity will approximate the $10.3 million expended for such purposes in fiscal 1993. 8 Results of Operations - - --------------------- Net Sales - - --------- Net sales of $69.0 million for the second quarter and $133.6 million for the first half of fiscal 1994 grew by over 13% from $60.8 million and $117.9 million, respectively, in the same fiscal 1993 periods. These increases were due to higher unit volume, as average selling prices remained essentially unchanged. The absence of price increases is a result of competitive pressures which management believes will continue through fiscal 1994. Office products sales increased 15.9% to $38.7 million in the second quarter and 16.2% to $76.1 million in the first half of fiscal 1994 compared to net sales in the same fiscal 1993 periods. All of the Company's major office product lines showed increased net sales in fiscal 1994, with office furniture making the largest contribution increasing 23.9% and 21.2% in the second quarter and first half of fiscal 1994, respectively. Also, desktop accessories and supplies were up 12.9% and 12.3%, and mechanical and electromechanical products were up 12.4% and 14.8% in the second quarter and first half of fiscal 1994, respectively, as compared with the same periods of fiscal 1993. The sales growth in office furniture was due primarily to broadened distribution for the Company's Bevis(R) brand products. The increase in sales of mechanical and electromechanical products resulted from higher sales of Boston(R) brand products. Sales of writing, marking and other products under the Company's new distribution agreement with Schwan-STABILO(R) accounted for most of the sales growth in desktop accessories and supplies. Export sales of office products grew by approximately 9% in the second quarter and first half of fiscal 1994 compared to the same periods of fiscal 1993 due primarily to higher sales in the Far East, Europe and Latin America. Sales of art/craft products increased 10.5% to $30.3 million in the second quarter and 9.6% to $57.5 million in the first half of fiscal 1994 from the same periods in 1993. Higher sales of presentation graphics products(2) made the most significant contribution (up 21.3% in the second quarter and 20.3% in the first half of fiscal 1994) but were partially offset by lower sales of art supplies (down 11.2% in the second quarter and 8.1% in the first half of fiscal 1994). Sales of hobby/craft products were essentially flat for the second quarter but were down slightly (by 3.5%) for the first half of fiscal 1994 when compared to the second quarter and first half of fiscal 1993, respectively. The sales increase in presentation graphics products for both the second quarter and first half of fiscal 1994 resulted from higher sales of Seal(R) brand mounting and laminating equipment, including sales of products of Image Technologies, Inc. (acquired in the third quarter of fiscal 1993), and Bienfang(R) brand foam board. The decrease in sales of art - - ---------------- (2) Mounting and laminating products were renamed "presentation graphics" in the first quarter of fiscal 1994 to better describe an expanded product offering in this major product class. 9 Results of Operations, continued - - -------------------------------- supplies was largely the result of lower sales of X-Acto(R) brand products, a trend which management believes is likely to continue. Export sales of art/craft products decreased by 9.3% in the second quarter and decreased by 3.6% for the first half of fiscal 1994. After adjusting for the exchange effect of a weaker Canadian dollar, export sales of art/craft products decreased by 4% in the second quarter and were essentially flat for the first half when compared to the same periods of fiscal 1993. The decrease for the second quarter was due to lower export sales to Canada, the Far East, Europe and Latin America. Foreign sales of art/craft products were up 29.3% in the second quarter and 19.2% for the first half of fiscal 1994 due primarily to higher sales of presentation graphics products in the United Kingdom. Gross Profit - - ------------ The Company's gross profit margin decreased to 40.4% of net sales in the second quarter of fiscal 1994 from 40.6% in the second quarter of fiscal 1993 and decreased to 39.7% in the first half of fiscal year 1994 from 40.0% in the first half of fiscal year 1993. These decreases were primarily the net result of higher costs and changes in product sales mix combined with flat selling prices partially offset by higher unit sales volume. A country-wide shortage of wood supply has resulted in increased raw material costs and could inhibit the Company's ability to meet demand for certain of its furniture products in the future. Selling, Shipping, Administrative and General Expenses - - ------------------------------------------------------ Selling and shipping expenses remained at 21.1% of net sales for the second quarter of fiscal 1994 and fiscal 1993, but improved to 20.9% of net sales for the first half of fiscal 1994 from 21.4% in the first half of fiscal 1993. The improvement in the first half was due primarily to lower sales force commissions expense as a result of changes in customer sales mix. Administrative and general expenses increased 11.8%, or $.7 million, in the second quarter and 13.6%, or $1.6 million, in the first half of fiscal 1994 as compared to the prior year expense levels for the same periods. These increases were largely a result of higher management incentive compensation attributable to the improvement in profitability. Provision for Income Taxes - - -------------------------- The effective tax rate decreased to 35.7% for the second quarter of fiscal 1994 from the 37.0% incurred in the second quarter of fiscal 1993. This quarterly decrease resulted from changes in the Company's effective tax rate for the first half of fiscal 1994 which decreased 10 Provision for Income Taxes, continued - - ------------------------------------- to 36.5% from 37% for the first half of fiscal 1993. This decrease was principally a result of two factors: a decrease in state and local effective tax rates and profitability improvements by the European operations, which utilize net operating loss carryforwards. Accounting Change - - ----------------- In the first quarter of fiscal 1994 the Company adopted the provisions of SFAS No. 109, "Accounting for Income Taxes," the cumulative effect of which increased net income by $.8 million, or $.05 per share for the six months ended May 29, 1994. 11 Part II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders --------------------------------------------------- (a) and (c) The Company's Annual Meeting of Shareholders was held on April 13, 1994, and in connection therewith, proxies were solicited by management pursuant to Regulation 14 under the Securities Exchange Act of 1934. An aggregate of 16,123,240 shares of the Company's common stock ("Shares") were outstanding and entitled to vote at the meeting. At the meeting the following matters (not including ordinary procedural matters) were submitted to a vote of the holders of Shares, with the results indicated below: 1. Election of a class of three directors to serve until the 1997 Annual Meeting. The following persons, all of whom were serving as directors and were management's nominees for reelection, were reelected. There was no solicitation in opposition to such nominees. The tabulation of votes was as follows: Withheld Nominee For (including any broker nonvotes) - - ------- --- ------------------------------- Jack Farber 12,818,462 335,729 Gordon A. MacInnes,Jr. 12,822,893 331,298 Ronald J. Naples 12,819,738 334,453 2. Amendment to Restated Articles of Incorporation. The Amendment, increasing the total number of shares of the Company's authorized Common Shares from 20,000,000 to 40,000,000, was approved. The tabulation of votes was as follows: Abstentions For Against (including any broker nonvotes) --- ------- ------------------------------- 11,759,684 1,357,152 37,355 12 Item 4 - Submission of Matters to a Vote of Security Holders, (continued) ---------------------------------------------------- 3. Approval of the Company's 1994 Non-Employee Directors' Stock Option Plan. The Plan, which authorizes up to 90,000 Shares for the granting of nonqualified stock options to non- employee directors of the Company, was approved. The tabulation of votes was as follows: Abstentions For Against (including any broker nonvotes) --- ------- ------------------------------- 12,263,911 527,249 363,031 4. Ratification of independent auditors. The appointment of Coopers & Lybrand as the Company's independent auditors was ratified. The tabulation of votes was as follows: Abstentions For Against (including any broker nonvotes) --- ------- ------------------------------- 13,118,360 8,511 27,320 13 Item 6 - Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits -------- 11. Computation of Per Share Earnings (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed by the registrant during the fiscal quarter to which this report relates. 14 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HUNT MANUFACTURING CO. Date July 11, 1994 By /s/ William E. Chandler ------------- ----------------------- William E. Chandler Senior Vice President, Finance (Principal Financial and Accounting Officer) Date July 11, 1994 By /s/ Ronald J. Naples ------------- -------------------- Ronald J. Naples Chairman of the Board and Chief Executive Officer 15 EXHIBIT INDEX Page ---- Exhibit 11 - Computation of Per Share Earnings 16 EX-11 2 EXHIBIT 11 16 Page 16 Exhibit 11 Computation of Per Share Earnings (Unaudited) (In thousands except per share amounts)
Three Months Ended Six Months Ended --------------------------- --------------------------- May 29, 1994 May 30, 1993 May 29, 1994 May 30, 1993 ------------ ------------ ------------ ------------ Income before cumulative effect of accounting change $4,088 $3,544 $7,091 $6,077 Cumulative effect of change in accounting for income taxes - - 795 - ------ ------ ------ ------ Net income $4,088 $3,544 $7,886 $6,077 ====== ====== ====== ====== Primary per share earnings - - -------------------------- Average number of common shares outstanding 16,110 16,116 16,112 16,107 Add - common equivalent shares representing shares issuable upon exercise of stock options and stock grants 221 158 205 137 ------ ------ ------ ------ Average shares used to calculate primary per share earnings 16,331 16,274 16,317 16,244 ====== ====== ====== ====== Primary per share earnings before change in accounting for income taxes $0.25 $0.22 $0.43 $0.37 ====== ====== ====== ====== Cumulative effect of change in accounting for income taxes - - 0.05 - ------ ------ ------ ------ Net primary per share earnings $0.25 $0.22 $0.48 $0.37 ====== ====== ====== ====== Fully diluted per share earnings - - -------------------------------- Average number of common shares outstanding 16,110 16,116 16,112 16,107 Add - common equivalent shares representing shares issuable upon exercise of stock options and stock grants 221 158 247 137 ------ ------ ------ ------ Average shares used to calculate fully diluted per share earnings 16,331 16,274 16,359 16,244 ====== ====== ====== ====== Fully diluted per share earnings before change in accounting for income taxes $0.25 $0.22 $0.43 $0.37 ====== ====== ====== ====== Cumulative effect of change in accounting for income taxes - - 0.05 - ------ ------ ------ ------ Net fully diluted per share earnings $0.25 $0.22 $0.48 $0.37 ====== ====== ====== ======
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