-----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, EXiv9njcszRv3C9qsSJ6nKWAy9sL5Af58GZQA8ZaLbTOe8pyljJfeQT+eMjbVAON hbpTv/NRQWhsaWz2VEydGA== 0001104659-07-016572.txt : 20070306 0001104659-07-016572.hdr.sgml : 20070306 20070306093535 ACCESSION NUMBER: 0001104659-07-016572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070306 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32483 FILM NUMBER: 07673484 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 8-K 1 a07-7236_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 6, 2007

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

 

001-32483

 

61-1109077

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

7140 Office Circle, Evansville, IN

 

47715

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (812) 962-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




Item 2.02.                                 Results of Operations and Financial Condition

On March 6, 2007, Accuride Corporation issued a press release announcing its financial results for the fiscal year ended December 31, 2006.  A copy of this press release, including information concerning forward-looking statements and factors that may affect future results, is attached hereto as Exhibit 99.1.  This press release is being furnished, not filed, under Item 2.02 in this Report on Form 8-K.

Item 9.01.                                 Financial Statements and Exhibits

(d)           Exhibits

99.1   Press Release of Accuride Corporation, dated March 6, 2007.




SIGNATURE

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 hereunto duly authorized.

ACCURIDE CORPORATION

 

 

 

 

 

 

Date:

March 6, 2007

 

/s/ David K. Armstrong

 

 

David K. Armstrong

 

 

Chief Financial Officer & General Counsel

 

 




EXHIBIT INDEX

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated March 6, 2007, entitled “Accuride Corporation Reports Results for 2006.”

 



EX-99.1 2 a07-7236_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Investor Relations Contact:

Dave Armstrong

 

Phone:

(812) 962-5059

 

 

 

 

Media Contact:

Eva Schmitz

 

Phone:

(812) 962-5011

 

FOR IMMEDIATE RELEASE

Accuride Corporation Reports Results for 2006

Net Sales increased by 9.7% on a pro forma basis

Adjusted EBITDA increased by 7.2% on a pro forma basis

Net debt reduced by $116.8 million

EVANSVILLE, Ind. — March 6, 2007 — Accuride Corporation (NYSE: ACW), a leading manufacturer and supplier of commercial vehicle components, today announced its financial results for the fourth quarter 2006 and twelve months ended December 31, 2006.

The Company reported results of $344.9 million in net sales for the fourth quarter of 2006 compared to $297.7 million for the fourth quarter of 2005, an increase of 15.9%.  This expansion was primarily the result of continued robust demand in the commercial vehicle industry and the partial pass-through of rising raw material costs.

For the twelve months ended December 31, 2006, net sales were $1,408.2 million compared to $1,229.3 million for the same twelve-month period in 2005.  Net sales in 2006 of $1,408.2 million increased 9.7% compared to pro forma net sales of $1,283.6 million during the same period in 2005.  The Company acquired Transportation Technologies Industries, Inc. (“TTI”) in late January 2005, and pro forma results account for the Company’s acquisition as if it occurred on January 1, 2005.

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Net income was $14.3 million, or $0.41 per diluted share, for the fourth quarter of 2006 compared to $14.9 million, or $0.43 per diluted share, for the fourth quarter of 2005, a decrease of 4.0%.  Net income for the fourth quarter of 2006 included a $10.4 million increase in revenue from a resolution of a commercial dispute with a customer, which was offset by pre-tax costs of $0.5 million related to SFAS No. 123(R), $10.2 million in accelerated depreciation expense related to light steel wheel assets, $3.4 million in restructuring and pension curtailment costs associated with a reduction in the employee workforce at the London, Ontario facility and $0.2 million in costs related to other non-operating and non-recurring items.  Net income for the fourth quarter of 2005 included pre-tax costs of $0.1 million in fees related to the secondary stock offering completed in October 2005 and $1.1 million in costs related to other non-operating and non-recurring items.

Net income for 2006 was $65.1 million, or $1.88 per diluted share, compared to 2005 net income of $51.2 million, or $1.70 per diluted share.  2006 net income increased by 24.2% when compared to 2005 pro forma net income of $52.4 million.  Net income for 2006 included a $10.4 million increase in revenue from a resolution of a commercial dispute with a customer, which was offset by pre-tax costs of $1.5 million related to SFAS No. 123(R), $1.4 million in losses from the sale of the facility in Columbia, Tennessee, a $2.3 million impairment charge related to tooling assets at the Piedmont, Alabama, facility, $16.3 million in accelerated depreciation expense related to light steel wheel assets, $3.4 million in restructuring and pension curtailment costs associated with a reduction in the employee workforce at the London, Ontario facility and $0.7 million in costs related to other non-operating and non-recurring items.  Pro forma net income for 2005 included pre-tax costs of $20.0 million related to refinancing costs and a loss on extinguishment of debt, $0.8 million in fees related to the secondary stock offering completed in October 2005 and $1.8 million in costs related to other non-operating and non-recurring expenses.

Adjusted EBITDA was $58.4 million for the fourth quarter of 2006, compared to an Adjusted EBITDA of $47.4 million for the same quarter in 2005.  For full year 2006, Adjusted EBITDA was $217.1 million compared to $202.5 million pro forma Adjusted EBITDA for the same period in 2005, an increase of 7.2%.  The purpose and reconciliation of Adjusted EBITDA for the Company to the most directly comparable GAAP measure is set forth in the accompanying schedules.

“We were able to drive strong top-line growth in 2006,” said Terry Keating, Accuride’s Chairman and CEO.  “Demand was so great, however, that many of our plants operated at peak capacity throughout the year, which, when coupled with rising economic costs, caused our margins to be negatively impacted.  During the fourth quarter, margins began to expand toward more normalized levels, as our efforts to counter these challenges began to hit the bottom line.”

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Liquidity and Cash Flow

As of December 31, 2006, the Company had cash of $110.2 million and total debt of $642.7 million for net debt of $532.5 million, a reduction of $38.5 million during the quarter and $116.8 million during the year.  For the fourth quarter of 2006, cash from operating activities was $54.1 million and capital expenditures totaled $17.4 million, resulting in free cash flow of $36.7 million compared to $20.9 million of free cash flow in the fourth quarter of 2005.  For the twelve months ended December 31, 2006, cash from operating activities was $151.0 million and capital expenditures totaled $42.2 million, resulting in free cash flow of $108.8 million.

Outlook

“Looking forward to 2007, we believe the year will be very challenging with Class 8 production expected to decline by approximately 35% to 45%.  However, we have a very experienced management team and will continue to focus on managing our costs and maximizing profitability and cash flow,” added Keating.  “Further, we have spent considerable time evaluating a number of initiatives that will improve our future profitability and growth.  These efforts will set the stage for a stronger Accuride as we move into 2008 when ACT Research is forecasting Class 8 production levels to be over 270,000 units followed by an estimated all-time high build rate of over 380,000 units in 2009.”

Based on North American Class 8 production of 200,000 to 235,000 units and Class 5-7 production of 200,000 to 205,000 units, the Company expects Adjusted EBITDA for 2007 to be in the range of $115 million to $135 million.  The Company also expects 2007 free cash flow to be in the range of $35 million to $50 million.

The Company will conduct a conference call to review its 2006 fourth quarter and fiscal year-end results on Tuesday, March 6, 2007, at 10:00 a.m. Central Time.  The phone number to access the conference call is (866) 578-5801 in the United States, or (617) 213-8058 internationally, access code 96912776.  A replay will be available beginning March 6, 2007, at 12:00 p.m. Central Time, to March 13, 2007, by calling (888) 286-8010 in the United States, or (617) 801-6888 internationally, access code 68263148.  The financial results for the three-month and twelve-month period ended December 31, 2006, will also be archived at http://www.accuridecorp.com.

Accuride Corporation is one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America.  Accuride’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components.  Accuride’s products are marketed under its brand names, which include Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion.  For more information, visit Accuride’s website at http://www.accuridecorp.com.

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Forward-looking statements

Statements contained in this news release that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations, hopes, beliefs and intentions on strategies regarding Accuride’s future results.  It is important to note that the Company’s actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including but not limited to, market demand in the commercial vehicle industry, general economic, business and financing conditions, labor relations, governmental action, competitor pricing activity ,expense volatility and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings.

The unaudited pro forma consolidated statement of operations has been adjusted to give effect to the acquisition of TTI and related financings as if these events occurred on January 1, 2005.  The unaudited pro forma financial data is for informational purposes only and does not purport to present what our results of operations and financial condition would have been had the acquisition and related financing actually occurred on these earlier dates, nor does it project our results of operations for any future period or our financial condition in the future.  In addition, the pro forma adjustments, as described herein, may differ from preliminary estimates when the respective transactions occurred.

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ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

Historical Results

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

(in thousands except per share data)

 

2006

 

2005(1)

 

2006

 

2005(1)

 

NET SALES

 

$

344,887

 

$

297,744

 

$

1,408,155

 

$

1,229,311

 

COST OF GOODS SOLD

 

299,027

 

250,995

 

1,211,258

 

1,028,175

 

GROSS PROFIT

 

45,860

 

46,749

 

196,897

 

201,136

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

14,046

 

13,347

 

53,458

 

51,601

 

INCOME FROM OPERATIONS

 

31,814

 

33,402

 

143,439

 

149,535

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest income

 

1,089

 

134

 

1,976

 

556

 

Interest expense

 

(13,766

)

(11,637

)

(52,886

)

(51,686

)

Refinancing costs and loss on extinguishment of debt

 

 

 

 

(19,987

)

Equity in earnings of affiliate

 

93

 

77

 

621

 

455

 

Other income (expense)—net

 

(267

)

307

 

602

 

565

 

INCOME BEFORE INCOME TAXES

 

18,963

 

22,283

 

93,752

 

79,438

 

INCOME TAX PROVISION

 

4,643

 

7,401

 

28,619

 

28,209

 

NET INCOME

 

$

14,320

 

$

14,882

 

$

65,133

 

$

51,229

 

Weighted average common shares outstanding—basic

 

34,682

 

33,806

 

34,280

 

29,500

 

Basic income per share

 

$

0.41

 

$

0.44

 

$

1.90

 

$

1.74

 

Weighted average common shares outstanding—diluted

 

34,942

 

34,448

 

34,668

 

30,075

 

Diluted income per share

 

$

0.41

 

$

0.43

 

$

1.88

 

$

1.70

 


Note:

(1)          Certain amounts in the 2005 consolidated statements of operations have been reclassified to conform to the 2006 presentation. Included in these reclassifications are certain costs totaling $2.6 million and $15.6 million for the three and twelve months ended December 31, 2005, that have been reclassified from selling, general, and administrative expenses to cost of goods sold to conform to our accounting policies.  These reclassifications do not have any impact on net income and are immaterial to the consolidated statements of operations.

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ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Pro Forma Results(1)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

(in thousands except per share data)

 

2006

 

2005(2)

 

2006

 

2005(2)

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

$

344,887

 

$

297,744

 

$

1,408,155

 

$

1,283,641

 

COST OF GOODS SOLD

 

299,027

 

250,995

 

1,211,258

 

1,076,985

 

GROSS PROFIT

 

45,860

 

46,749

 

196,897

 

206,656

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

14,046

 

13,347

 

53,458

 

54,411

 

INCOME FROM OPERATIONS

 

31,814

 

33,402

 

143,439

 

152,245

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest income

 

1,089

 

134

 

1,976

 

556

 

Interest expense

 

(13,766

)

(11,637

)

(52,886

)

(52,642

)

Refinancing costs and loss on extinguishment of debt

 

 

 

 

(19,987

)

Equity in earnings of affiliate

 

93

 

77

 

621

 

455

 

Other income (expense)—net

 

(267

)

307

 

602

 

561

 

INCOME BEFORE INCOME TAXES

 

18,963

 

22,283

 

93,752

 

81,188

 

INCOME TAX PROVISION

 

4,643

 

7,401

 

28,619

 

28,762

 

NET INCOME

 

$

14,320

 

$

14,882

 

$

65,133

 

$

52,426

 

Weighted average common shares outstanding—basic

 

34,682

 

33,806

 

34,280

 

30,163

 

Basic income per share

 

$

0.41

 

$

0.44

 

$

1.90

 

$

1.74

 

Weighted average common shares outstanding—diluted

 

34,942

 

34,448

 

34,668

 

30,739

 

Diluted income per share

 

$

0.41

 

$

0.43

 

$

1.88

 

$

1.71

 


Note:

(1)          Pro forma results have been adjusted to give effect to the acquisition of TTI and related financings as if these events occurred on January 1, 2005.

(2)          Certain amounts in the 2005 pro forma consolidated statements of operations have been reclassified to conform to the 2006 presentation. Included in these reclassifications are certain costs totaling $2.6 million and $17.2 million for the three and twelve months ended December 31, 2005, that have been reclassified from selling, general, and administrative expenses to cost of goods sold to conform to our accounting policies.  These reclassifications do not have any impact on net income and are immaterial to the consolidated statements of operations.

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ACCURIDE CORPORATION

CONSOLIDATED ADJUSTED EBITDA

(UNAUDITED)

 

 

Historical Results

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

(in thousands)

 

2006

 

2005

 

2006

 

2005

 

NET INCOME

 

$

14,320

 

$

14,882

 

$

65,133

 

$

51,229

 

Net interest expense

 

12,677

 

11,503

 

50,910

 

71,117

 

Income tax expense

 

4,643

 

7,401

 

28,619

 

28,209

 

Depreciation and amortization

 

22,788

 

12,645

 

67,029

 

45,552

 

EBITDA

 

54,428

 

46,431

 

211,691

 

196,107

 

Restructuring, severance and other charges(2)

 

3,603

 

1,237

 

5,503

 

2,610

 

Items related to our credit agreement(3)

 

390

 

(307

)

(58

)

(565

)

ADJUSTED EBITDA

 

$

58,421

 

$

47,361

 

$

217,136

 

$

198,152

 

 

 

 

Pro Forma Results(1)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

(in thousands)

 

2006

 

2005

 

2006

 

2005

 

NET INCOME

 

$

14,320

 

$

14,882

 

$

65,133

 

$

52,426

 

Net interest expense

 

12,677

 

11,503

 

50,910

 

72,073

 

Income tax expense

 

4,643

 

7,401

 

28,619

 

28,762

 

Depreciation and amortization

 

22,788

 

12,645

 

67,029

 

47,156

 

EBITDA

 

54,428

 

46,431

 

211,691

 

200,417

 

Restructuring, severance and other charges(2)

 

3,603

 

1,237

 

5,503

 

2,610

 

Items related to our credit agreement(3)

 

390

 

(307

)

(58

)

(561

)

ADJUSTED EBITDA

 

$

58,421

 

$

47,361

 

$

217,136

 

$

202,466

 


Note:

(1)          Pro forma results have been adjusted to give effect to the acquisition of TTI and related financings as if these events occurred on January 1, 2005.

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(2)          For the three months ended December 31, 2006, Adjusted EBITDA and pro forma Adjusted EBITDA represent net income before net interest expense, income tax expense, depreciation and amortization, plus (i) $0.2 million in other non-operating costs at our facility in Erie, Pennsylvania and (ii) $3.4 million in restructuring and pension curtailment costs associated with a reduction in the employee workforce at our facility in London, Ontario.  Item (i) and (ii) affected gross profit.  For the three months ended December 31, 2005, Adjusted EBITDA and pro forma Adjusted EBITDA represent net income before net interest expense, income tax expense, depreciation and amortization, plus (i) $0.1 million for fees related to the secondary stock offering completed in October 2005, (ii) $0.1 million for costs associated with the business interruption sustained at our facility in Cuyahoga Falls, Ohio, (iii) $0.7 million in pension curtailment costs at our facility in Rockford, Illinois, and (iv) $0.3 million related to exiting the tire-mold business at our facility in Erie, Pennsylvania.  Item (i) affected SG&A.  Items (ii), (iii) and (iv) affected gross profit.  For the twelve months ended December 31, 2006, Adjusted EBITDA and pro forma Adjusted EBITDA represent net income before net interest expense, income tax expense, depreciation and amortization, plus (i) $1.4 million in losses from the sale of the facility in Columbia, Tennessee, (ii) $0.7 million in costs related to the business interruption sustained at our facility in Erie, Pennsylvania, and (iii) $3.4 million in restructuring and pension curtailment costs associated with a reduction in the employee workforce at our facility in London, Ontario.  Items (i), (ii), and (iii) affected gross profit.  For the twelve months ended December 31, 2005, Adjusted EBITDA and pro forma Adjusted EBITDA represent net income before net interest expense, income tax expense, depreciation and amortization, plus (i) $1.8 million for costs related to the sale of inventory that has been adjusted to fair value, (ii) ($1.0) million for the insurance proceeds related to the business interruption sustained at our facility in Cuyahoga Falls, Ohio, (iii) $0.8 million for fees related to the secondary stock offering completed in October 2005, (iv) $0.1 million for costs associated with the business interruption sustained at our facility in Cuyahoga Falls, Ohio, (v) $0.7 million in pension related costs at our facility in Rockford, Illinois, and (vi) $0.3 million related to exiting the tire-mold business at our facility in Erie, Pennsylvania.  Item (iii) affected SG&A.  Items (i), (ii), (iv), (v) and (vi) affected gross profit.

(3)          Items related to our credit agreement refer to amounts utilized in the calculation of financial covenants in Accuride’s senior credit facility.  For the three months ended December 31, 2006, items related to our credit agreement consist of foreign currency losses and other income or expenses of $0.4 million.  For the three months ended December 31, 2005, items related to our credit agreement consist of foreign currency income and other income or expenses of $0.3 million.  For the twelve months ended December 31, 2006, items related to our credit agreement consist of foreign currency income and other income or expenses of $0.1 million.  For the twelve months ended December 31, 2005, items related to our credit agreement consist of foreign currency income and other income or expenses of $0.6 million.

Adjusted EBITDA is not intended to represent cash flow as defined by generally accepted accounting principles (“GAAP”) and should not be considered as an indicator of cash flow from operations.  Adjusted EBITDA represents net income before net interest expense, income tax (expense) benefit, depreciation and amortization plus non-recurring items.  However, other companies may calculate Adjusted EBITDA differently.  Accuride has included information concerning Adjusted EBITDA in this press release because Accuride’s management and our board of directors use it as a measure of our performance to internal business plans to which a significant portion of management incentive programs are based.  In addition, future investment and capital allocation decisions are based on Adjusted EBITDA.  Investors and industry analysts use Adjusted EBITDA to measure the Company’s performance to historic results and to the Company’s peer group.  The Company has historically provided the measure in previous press releases and believes it provides transparency and continuity to investors for comparable purposes.  Certain financial covenants in our borrowing arrangements are tied to similar measures.

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ACCURIDE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

December 31,

 

December 31,

 

(In thousands)

 

2006

 

2005

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

110,204

 

$

48,415

 

Customer and other receivables

 

142,665

 

141,921

 

Inventories, net

 

103,653

 

118,896

 

Supplies, net

 

22,124

 

17,426

 

Other current assets

 

19,594

 

25,599

 

Total current assets

 

398,240

 

352,257

 

PROPERTY, PLANT AND EQUIPMENT, net

 

300,806

 

317,972

 

OTHER ASSETS:

 

 

 

 

 

Goodwill and other assets

 

534,141

 

550,125

 

TOTAL

 

$

1,233,187

 

$

1,220,354

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

107,217

 

$

114,990

 

Other current liabilities

 

79,682

 

82,596

 

Total current liabilities

 

186,899

 

197,586

 

LONG-TERM DEBT

 

642,725

 

697,725

 

OTHER LIABILITIES

 

139,981

 

149,300

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Total stockholders’ equity

 

263,582

 

175,743

 

TOTAL

 

$

1,233,187

 

$

1,220,354

 

 

###



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