0000950138-95-000187.txt : 19950817 0000950138-95-000187.hdr.sgml : 19950817 ACCESSION NUMBER: 0000950138-95-000187 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950814 DATE AS OF CHANGE: 19950816 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALAXY CABLEVISION L P CENTRAL INDEX KEY: 0000809608 STANDARD INDUSTRIAL CLASSIFICATION: 4841 IRS NUMBER: 431429049 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09423 FILM NUMBER: 95564023 BUSINESS ADDRESS: STREET 1: 1220 N MAIN STREET 2: C/O GALAXY CABLEVISION MANAGEMENT INC CITY: SIKESTON STATE: MO ZIP: 63801 BUSINESS PHONE: 3144713080 MAIL ADDRESS: STREET 1: 1220 N MAIN CITY: SIKESTON STATE: MO ZIP: 63801 10-Q 1 SECOND QTR 10-Q, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 1995 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 1-9423 GALAXY CABLEVISION, L.P. (Exact name of Registrant as specified in its charter) Delaware 43-1429049 (state of incorporation) (IRS Employer Identification Number) c/o Galaxy Cablevision Management, Inc. 1220 North Main, Sikeston, Missouri 63801 (address of principle executive offices) (zip code) Registrant's telephone number, including area code (314) 471-3080 Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the previous 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 ______ Number of Limited Partnership Units outstanding as of August 8, 1995 - 2,142,000 GALAXY CABLEVISION, L.P. FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30 , 1995 INDEX PAGE PART I. Financial Information Item 1. Financial Statements . . . . . . . . . . . 3 Notes to Financial Statements . . . . . . . 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . 10 PART II. Other Information . . . . . . . . . . . . . . 13 PART I. FINANCIAL INFORMATION 2 ITEM 1. -- FINANCIAL STATEMENTS GALAXY CABLEVISION, L.P. (IN PROCESS OF LIQUIDATION-NOTES 1 & 2) STATEMENTS OF NET ASSETS IN PROCESS OF LIQUIDATION June 30, 1995 December 31, 1994 (unaudited) CASH AND CASH EQUIVALENTS $2,015,608 $14,571,652 OTHER CURRENT ASSETS 595,612 767,002 ESCROW DEPOSITS 0 100,000 DUE FROM AFFILIATES-NET 5,466 327,071 INVESTMENT IN AFFILIATE (Note 5) 3,000,000 2,500,000 CABLE TELEVISION SYSTEMS 0 3,550,000 NOTES RECEIVABLE 1,747,067 1,561,256 ------------ ------------ TOTAL ASSETS 7,363,753 23,376,981 ------------ ------------ NOTES PAYABLE 0 1,281,816 ACCOUNTS PAYABLE 14,947 602,448 ACCRUED EXPENSES AND OTHER LIABILITIES 148,001 703,383 ACCRUED DISTRIBUTIONS TO PARTNERS 0 11,250,909 RESERVE FOR ESTIMATED COSTS DURING PERIOD OF LIQUIDATION 526,016 1,200,000 ------------ ------------ TOTAL LIABILITIES 688,964 15,038,556 ------------ ------------ NET ASSETS IN PROCESS OF LIQUIDATION $6,674,789 $8,338,425 ============ ============ See notes to financial statements. 3 GALAXY CABLEVISION, L.P. (IN PROCESS OF LIQUIDATION-NOTES 1 & 2) STATEMENT OF CHANGES IN NET ASSETS IN PROCESS OF LIQUIDATION (unaudited) For the For the Three Months Ended Six Months Ended June 30, 1995 June 30, 1995 Net Assets in Process of Liquidation, beginning of period $8,338,425 $8,338,425 Increase in Value of Investment of Affiliate 500,000 500,000 Expenses in Excess of Revenues from Operations (620,567) (673,984) Distributions paid (Note 4) (2,163,636) (2,163,636) Reduction in Reserve for Estimated Costs During Period of Liquidation 620,567 673,984 ------------ ------------ Net Assets in Process of Liquidation as of June 30, 1995 $6,674,789 $6,674,789 ============ ============= GALAXY CABLEVISION, L.P. STATEMENT OF OPERATIONS (Historical Cost Basis) (Unaudited) For the For the Three Months Ended Six Months Ended June 30, 1994 June 30, 1994 SUBSCRIPTION SERVICES REVENUE $5,115,946 $10,159,864 ------------ ------------ OPERATING EXPENSES: Systems operations (exclusive of depreciation and amortization expense shown separately below): Related Party 6,843 18,846 Other 2,063,234 4,070,256 ------------ ------------ 2,070,077 4,089,102 4 Selling, general and administrative: Related Party 396,807 819,081 Other 1,067,477 2,065,643 ------------ ------------ 1,464,284 2,884,724 Depreciation Expense 1,599,958 3,202,214 Amortization Expense 110,283 243,679 ------------ ------------ Total operating expenses 5,244,602 10,419,719 ------------ ------------ OPERATING LOSS (128,656) (259,855) EQUITY IN LOSS OF INVESTEE (215,389) (405,093) INTEREST INCOME 36,404 72,463 OTHER INCOME (116,371) (81,459) INTEREST EXPENSE (451,535) (860,751) ------------ ------------ NET LOSS $ (875,547) $(1,534,695) ============ ============= ALLOCATION OF NET LOSS General Partners $ (8,755) $ (15,347) ============ ============= Limited Partners $ (866,792) $(1,519,348) ============ ============= NET LOSS PER LIMITED PARTNERSHIP UNIT $ (0.40) $ (0.71) ============ ============= WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 2,142,000 2,142,000 ============ ============= See notes to financial statements. GALAXY CABLEVISION, L.P. STATEMENT OF CASH FLOWS (Historical Cost Basis) (Unaudited) For the For the Three Months Ended Six Months Ended June 30, 1994 June 30, 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (875,547) $(1,534,695) Adjustments to reconcile net loss to net cash flow provided by operating activities: Depreciation and amortization 1,710,241 3,445,893 Gain on sale of assets 42,902 15,220 Equity in loss of investee 215,389 405,093 5 Net changes in assets and liabilities: Subscriber receivables (35,106) (116,222) Prepaid expenses and other assets (186,022) (183,886) Due to affiliate - net 183,851 (161,731) Accounts payable (261,608) 145,602 Accrued expenses and other liabilities (1,956) (26,473) ------------ ------------ Net cash provided by operating activities 791 844 1,988,801 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of assets (1,000) 26,382 Upgrade of cable TV systems (321,722) (909,107) Purchase of vehicles and equipment (151,220) (387,511) Proceeds from note receivable 13,550 13,550 ------------ ------------ Net cash used by investing activities (460,392) (1,256,686) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowing 85,230 85,230 Repayments of borrowings (576,343) (1,083,811) ------------ ------------ Net cash used by financing activities (491,113) (998,581) ------------ ------------ NET DECREASE IN CASH (159,661) (266,466) CASH AT BEGINNING OF THE PERIOD 368,540 475,345 ------------ ------------ CASH AT END OF THE PERIOD $ 208,879 $ 208,879 ------------ ------------ SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest $ 443,624 $ 918,146 ============ ============= See notes to financial statements. GALAXY CABLEVISION, L.P. (In Process of Liquidation - Notes 1 & 2) NOTES TO THE FINANCIAL STATEMENTS (Unaudited) 1. STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION 6 The attached interim financial statements are unaudited; however, in the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations have been made, including those required for liquidation basis accounting. The interim financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission and consequently do not include all the disclosures required by generally accepted accounting principles. It is suggested that the accompanying financial statements be read in conjunction with the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994. On September 30, 1994, the partnership adopted the liquidation basis of accounting as a result of the Texas- Louisiana Sale (see below). The statements of net assets in process of liquidation at June 30, 1995 and December 31, 1994 and the statements of changes in net assets in process of liquidation for the three months and six months ended June 30, 1995 have been prepared on a liquidation basis. Assets have been presented at estimated net realizable value and liabilities have been presented at estimated settlement amounts. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are uncertainties in carrying out the liquidation of the Partnership's assets. The actual value of liquidating distributions, if any, will depend on a variety of factors, including the actual timing of distributions to Unitholders, and the resolution of the Partnership's contingent liabilities and the costs of winding up. The actual amounts are likely to differ from the amounts presented in the financial statements. The statements of operations and cash flows for the three months and six months ended June 30, 1994 have been prepared using the historical cost (going concern) basis of accounting on which the Partnership had previously been reporting its financial condition and its results of operations. 2. SALE OF CABLE TELEVISION SYSTEMS On September 30, 1994, the partnership sold all of the Texas-Louisiana Systems, which consisted of 34,355 basic subscribers as of such date (approximately 59% of the Partnership's total basic subscribers), to Friendship Cable 7 of Texas. Inc. (the "Texas-Louisiana Sale") for a purchase price of $42,625,000 (before proration of certain expenses). The Kentucky Systems, which served 15,270 basic subscribers as of November 30, 1994, were sold on December 23, 1994 to Galaxy Telecom, L.P. (the "Kentucky Sale") for $18,437,500 (before proration of certain expenses). On December 7, 1994 the Austin Systems, which served 5,417 basic subscribers as of November 30, 1994, were sold to Time Warner Entertainment Company, L.P., through its division Time Warner Cable Ventures ("Time Warner") for $7,300,000 (before proration of certain expenses). On March 31, 1995 the Cameron Systems, which served 3,755 basic subscribers as of such date, were sold to Galaxy Telecom, L.P. for a purchase price of $3,550,000. The purchase price was paid by delivery to the Partnership of cash in the amount of $3,350,000 (before proration of certain expenses), and a promissory note in the amount of $200,000 executed by Galaxy Telecom, Inc., the managing general partner of Galaxy Telecom, L.P. The $200,000 promissory note (the "Telecom Note") is a balloon note under which all principal and interest are due and payable in March, 2004. Interest is compounded annually and accrues at rates from 9% to 17% over the 9 year term. This note is included in notes receivable on the statement of net assets in process of liquidation as of June 30, 1995. On December 23, 1995, the same date the Partnership entered into a definitive asset purchase agreement to sell the Cameron Systems, an agreement was reached between Galaxy and the Gleasons providing for the purchase of the Telecom Note by the Gleasons from the partnership upon the Partnership making one or more distributions to Unitholders amounting in the aggregate to $1 per Unit or more, excluding any distribution from the proceeds of the Kentucky Sale or the Cameron Sale. Under the agreement (the "Put Agreement"), the purchase price to be paid by the Gleasons for the Telecom Note is equal to the principal plus all accrued interest as of the date of such purchase. 3. RELATED PARTY TRANSACTIONS The Partnership has historically shared certain operational and administrative expenses with other companies affiliated with the General Partners. Expenses which cannot be specifically identified to a particular company are allocated to the various companies using a formula that 8 relates benefits derived to subscribers of each company, homes passed of each company and/or revenues of each company. Management believes this allocation method and the resulting expenses are reasonable. For the three months ended June 30, 1994, there were $6,843 of systems operating expenses and $131,391 of selling, general and administrative expenses allocated to the Partnership from a related party. For the six months ended June 30, 1994, there were $18,846 of systems operating expenses and $302,690 of selling, general and administrative expenses allocated to the Partnership from a related party. There were no such expenses for the three months ended June 30, 1995. For the six months ended June 30, 1995 there were $1,846 of systems operation expenses and $2,266 of selling, general and administrative expenses allocated to the Partnership from a related party. The Partnership pays to the Managing General Partner management fees for management services. Payments for such expenses for the three month and six month periods ended June 30, 1995 were $14,834. Payments for the three months ended June 30, 1994 totaled $230,218. Payments for the six months ended June 30, 1994 totaled $457,194. The Partnership has historically used a related entity to provide air travel to the various regions where it operates CATV systems and the corporate offices. These payments totaled $35,198 and $77,925 for the three months ended June 30, 1994 and the six month period ended June 30, 1994, respectively. There were no such expenses during 1995. The expense is based on an hourly in-flight charge plus fuel and other direct costs. In addition, the Partnership leases certain office space from a shareholder of a related entity. The rental expenses for the second quarter of 1994 and 1995 were $27,678 and $16,600, respectively. The rental expenses for the first six months of 1994 and 1995 were $56,503 and $26,400, respectively. Such transactions with related entities are on terms at least as favorable as those prices and terms being offered generally in the same marketplace by unrelated entities for goods and services as nearly identical as possible in regard to quality, technical advancement and availability. 4. DISTRIBUTIONS TO UNITHOLDERS AND GENERAL PARTNERS On April 10, 1995, the Managing General Partner of the Partnership approved a distribution of $1.00 per unit payable on May 5, 1995, to the Unitholders of record as of the close of business on April 24, 1995. This distribution 9 resulted in a payment of $2,142,000 to the Unitholders and $21,636 to the General Partners. 5. INVESTMENT IN AFFILIATE The investment in affiliate, "Charter Holdings Investment", has been adjusted to approximate the net realizable value of the Company's investment assuming a discount factor of approximately 30% applied to the quoted price of CableMaxx, Inc. common stock multiplied by the estimated number of shares of such common stock indirectly owned by the Partnership through its investment in Charter Wireless Cable Holdings, L.L.C. (approximately 730,000 shares). The only assets held by Charter Wireless Holdings, L.L.C. are shares of CableMaxx, Inc, a publicly traded operator of certain wireless cable television systems located in Texas. 10 PART I. FINANCIAL INFORMATION ITEM 2.--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The Partnership realized no revenues in excess of expenses from operations during the first six month of 1995, as expenses incurred were generally anticipated and within amounts accrued for such purposes under accrued expenses and other liabilities and reserve for estimated costs during period of liquidation. Aside from such expenses, no adjustment was made to the reserve for estimated costs during the period of liquidation. The revenues in excess of expenses from operations is unaffected by depreciation and amortization expenses, as such expenses are not recognized under liquidation basis accounting. SALE OF CABLE SYSTEMS On March 31, 1995 the Cameron Systems, which served 3,755 basic subscribers as of such date, were sold to Galaxy Telecom, L.P. for a purchase price of $3,550,000. The purchase price was paid by delivery to the Partnership of cash in the amount of $3,350,000 (before proration of certain expenses), and a promissory note in the amount of $200,000 executed by Galaxy Telecom, Inc., the managing general partner of Galaxy Telecom, L.P. The $200,000 promissory note (the "Telecom Note") is a balloon note under which all principal and interest are due and payable in March, 2004. Interest is compounded annually and accrues at rates from 9% to 17% over the 9 year term. This note is included in notes receivable on the statement of net assets in process of liquidation as of June 30, 1995. LIQUIDITY AND CAPITAL RESOURCES As of December 31, 1994, the Partnership had $14,571,652 in cash and cash equivalents deposited primarily in interest- bearing accounts. On January 20, 1995, the Partnership paid distributions to the Unitholders and General Partners in the amount of $11,250,909. On January 31, 1995 the Partnership paid $450,000 to satisfy total in full all principal indebtedness under its Revolving Credit and Term Loan Agreement with Fleet National Bank. On March 31, 1995 the Partnership received cash proceeds from the Cameron Sale of $3,350,000. On May 5, 1995 the Partnership paid distributions to the Unitholders and General Partners in the 11 total amount of $2,163,636. During the first six months of 1995, the Partnership also paid other liabilities and expenses, leaving a balance of $2,015,608 in cash and cash equivalents deposited mainly in interest-bearing accounts as of June 30, 1995. As of June 30, 1995, other current assets is comprised of interest accrued on notes receivable of $570,291, and miscellaneous receivables of $30,787. As of June 30, 1995, cash and cash equivalents exceeded total liabilities by $1,326,641. The liquidity needs of the Partnership for the remainder of 1995 are expected to be satisfied by existing cash reserves or by the proceeds from the sale of the remaining assets. The Partnership accrued a reserve of $1,200,000 as of December 31, 1994 to cover certain costs during the period of liquidation, such as the accrual for state income taxes, future losses from operations of the Cameron Systems, future state income tax liabilities, professional fees, general and administration expenses, contingency reserves and other costs related to dissolution and winding up. Actual expenses of $673,984 were paid in 1995 and charged against such reserve, reducing the reserve to $526,016 as of June 30, 1995. DISSOLUTION; WINDING UP Having sold all of its operating assets, the Partnership is now in dissolution. The Managing General Partner is in the process of liquidating the Partnership's non-operating assets and winding up the Partnership's affairs. In connection with the Cameron Sale, Galaxy received and now holds the Telecom Note, which is a promissory note in the amount of $200,000 from Galaxy Telecom, Inc., the managing general partner of Galaxy Telecom, L.P., the purchaser of the Cameron Systems. Galaxy also holds the Harron Note, which is a note receivable in the face amount of $1,500,000 from Harron Cablevision of Texas, Inc. Galaxy's only other significant non-cash asset is its minority (approximately 14.6%) interest in Charter Wireless Cable Holdings, L.L.C. ("Charter Holdings"), which is the majority owner of CableMaxx, Inc. a publicly traded operator of certain wireless cable television systems located in Texas (the "Charter Holdings Investment"). 12 None of the Telecom Note, the Harron Note or the Charter Holdings Investment are currently liquid. Under the terms of the governing documents of Charter Holdings, the Partnership cannot transfer its ownership interest in Charter Holdings without the consent of the other members and, even if such consents were obtained, the Managing General Partner believes the Partnership would be required to sell its investment at a substantial discount. However, the Managing General Partner believes that Charter Holdings may ultimately either liquidate its investment in CableMaxx and distribute the proceeds to the members, including Galaxy, or distribute the CableMaxx stock directly to the members. It is therefore the Managing General Partner's current intention to continue to hold the Charter Holdings Investment until such distribution unless the Partnership is able to sell the investment without substantial discount. The Partnership cannot predict when it will receive distributions, if any, in respect of the Charter Holdings Investments. The Harron Note is a balloon note under which all principal and accrued interest is not payable until June 1996. Principal and accrued interest through June 30, 1995 totals approximately $2,100,000. Although the Partnership is not restricted from selling the Harron Note, the Managing General Partner believes that such a sale would be at a substantial discount to the value of the note. As a result, the Managing General Partner currently expects to hold the Harron Note until its maturity. The Telecom Note is also a balloon note, under which all principal and accrued interest are due and payable in March 2004. Galaxy is restricted from selling the Telecom Note to anyone except an affiliate of the Partnership. On December 23, 1994, Galaxy entered into an agreement with Tommy L. Gleason and Tommy L. Gleason, Jr. (the "Gleasons") which requires the Gleasons to purchase the Telecom Note from the Partnership upon the Partnership thereafter making one or more distributions to Unitholders amounting in the aggregate to $1 per Unit or more, excluding any distribution from the proceeds of the Kentucky Sale or the Cameron Sale. Under the agreement (the "Put Agreement"), the purchase price to be paid by the Gleasons for the Telecom Note is equal to the principal plus all accrued interest as of the date of such purchase. The Managing General Partner currently intends to hold the Telecom Note until it is purchased by the Gleasons in accordance with the Put Agreement. 13 In connection with the Texas-Louisiana Sale and the Austin Sale, the Partnership has undertaken certain indemnification obligations. Specifically, Galaxy has agreed to indemnify Friendship, the purchaser of the Texas-Louisiana Systems, for certain damages, liabilities, costs and expenses incurred by Friendship solely as a result of any breach by Galaxy of any written representation, warranty agreement or covenant of Galaxy contained in the Texas-Louisiana Purchase Agreement and for liabilities arising out of ownership of the systems prior to September 30, 1994. The Partnership's maximum liability for such breach is $2,000,000. Galaxy's representations and warranties survive until March 31, 1996 (except as to tax matters, which survive for the applicable statute of limitations). Any claims for indemnification cannot be made until the total of all such claims exceeds $50,000. The Partnership has also agreed to indemnify Time Warner, the purchaser of the Austin Systems, for certain claims, losses, liabilities, damages, liens, penalties, costs and expenses incurred by Time Warner as a result of any breach by Galaxy of any written representation, warranty, agreement or covenant of Galaxy contained in the Austin Purchase Agreement. The Partnership's maximum liability for such breach is $1,200,000. The representations and warranties survive until June 7, 1996, and any claim for indemnification must be made by September 5, 1996. No claim can be made until the total of all such claims exceeds $25,000. The risk of Galaxy being required to pay an indemnification claim is a factor which the Managing General Partner will consider in determining the amount and timing of any future distributions to Unitholders. The Managing General Partner believes that the likelihood of such a claim being brought by Friendship or Time Warner decreases with the passage of time. 14 PART II. OTHER INFORMATION Items 1 through 5 None. Item 6 (a) Exhibits Exhibit Number Description Reference 3(a) Certificate of Limited Incorporated by reference Partnership of Registrant, to Exhibit 3(a) of filed with the state of Amendment No. 1 (filed Delaware on December 15, February 18, 1987) to 1986. Galaxy's Registration Statement on Form S-1 (filed January 16, 1987), Commission File No. 33- 11388. 3(b) Amended and Restated Incorporated by reference Certificate of Limited to Exhibit 3(b) of Partnership of Registrant, Amendment No. 1 (filed filed with the Secretary of February 18, 1987) to State of Delaware on Galaxy's Registration January 16, 1987. Statement on Form S-1 (filed January 16, 1987), Commission File No. 33- 11388. 3(c) Amended and Restated Incorporated by reference Agreement of Limited to Exhibit 3(c) of Partnership of Registrant, Amendment No. 1 (filed dated February 1, 1987 February 18, 1987) to Galaxy's Registration Statement on Form S-1 (filed January 16, 1987), Commission File No. 33- 11388. (b) Reports on Form 8-K No current report on Form 8-K was filed by the Partnership during the quarter ended June 30, 1995. 15 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. GALAXY CABLEVISION, L.P. BY: GALAXY CABLEVISION MANAGEMENT, L.P., as Managing General Partner BY: GALAXY CABLEVISION MANAGEMENT, INC., as General Partner Date: August 12, 1995 /s/ Tommy L. Gleason, Jr. BY: Tommy L. Gleason, Jr. President and Director Date: August 12, 1995 /s/ J. Keith Davidson BY: J. Keith Davidson Chief Financial Officer 16 EX-27 2
5 This schedule contains summary financial data extracted from the second quarter form 10-Q for Galaxy Cablevision, L.P. and is qualified in its entirety by reference to such 10-Q. 3-MOS DEC-31-1995 JUN-30-1995 2015608 0 1747067 0 0 601078 0 0 7363753 688964 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0