-----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, G2qV52IACfuyTVAFb0ngSa8YrQ1zNJxN+gLVXYsnBoBxt314nUQoy1ZVyK2AR9cS 8xGzz17eLppusI8LrF4Wxg== 0000909334-96-000178.txt : 19961113 0000909334-96-000178.hdr.sgml : 19961113 ACCESSION NUMBER: 0000909334-96-000178 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961112 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL AMERICAN BOTTLING CORP CENTRAL INDEX KEY: 0000825811 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 731317652 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-69832 FILM NUMBER: 96658941 BUSINESS ADDRESS: STREET 1: 15 N ROBINSON STE 100 STREET 2: COLCORD BUILDING CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4052321158 MAIL ADDRESS: STREET 2: 15 N ROBINSON CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWNE BOTTLING CO CENTRAL INDEX KEY: 0000825813 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 171311569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-69832-01 FILM NUMBER: 96658942 BUSINESS ADDRESS: STREET 1: 15 N ROBINSON STE 700 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4052321158 10-Q 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 10-Q ---------- X Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 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 33-69832 ALL-AMERICAN BOTTLING CORPORATION BROWNE BOTTLING COMPANY (Exact name of registrant as specified in its charter) Delaware 73-1317652 (State or other jurisdiction 73-1311569 of incorporation or organization) (IRS Employer Identification No.) Colcord Building 15 North Robinson, Suite 1201 Oklahoma City, Oklahoma 73102 (Address of Principal Executive Office) (405) 232-1158 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed 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 each 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 November 1, 1996 Browne Bottling Company had 192,244 shares of common stock outstanding for which there is no public market; and All-American Bottling Corporation had 100,000 shares of common stock outstanding, all of which are held by Browne Bottling Company. ============================================================================== All-American Bottling Corporation Browne Bottling Company INDEX Part I Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 (unaudited) Consolidated Statements of Operations for the three months and nine months ended September 30, 1996 and 1995 (unaudited) Consolidated Statements of Changes in Stockholders' Equity for the nine months ended September 30, 1996 and for the year ended December 31, 1995 (unaudited) Consolidated Statements of Cash Flows for the three months and nine months ended September 30, 1996 and 1995 (unaudited) Notes to Consolidated Financial Statements (unaudited) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II Other Information Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K PART I ITEM 1. Financial Statements BROWNE BOTTLING COMPANY
Consolidated Balance Sheets (in thousands) - ------------------------------------------------------------------------------- December 31, September 30, 1995 1996 ----------- ----------- ASSETS (unaudited) Current assets: Trade accounts receivable $ 11,944 $ 11,430 Franchise companies receivable 2,605 2,303 Other receivables 1,324 867 Allowance for doubtful accounts (515) (454) Inventories - ingredients and packaging 3,021 2,884 Inventories - finished goods 5,786 5,931 Inventories - other 291 258 Inventories - pallets at deposit value 344 356 Prepaid expenses 862 541 Deferred tax asset 781 781 ----------- ----------- Total current assets 26,443 24,897 ----------- ----------- Plant and equipment, at cost: Land 1,335 828 Buildings and improvements 6,961 6,526 Machinery and equipment 10,614 10,583 Vehicles 7,947 7,851 Vending equipment 9,525 6,473 Furniture and fixtures 512 357 Computer equipment 1,491 1,455 Returnable containers 2,355 2,338 Construction in progress 519 - ----------- ----------- 41,259 36,411 Less - Accumulated depreciation (27,891) (24,186) ----------- ----------- Net plant and equipment 13,368 12,225 ----------- ----------- Intangible assets: Franchises 45,471 38,737 Goodwill 18,104 15,556 Other intangibles 2,877 2,898 ----------- ----------- 66,452 57,191 Less - Accumulated amortization (13,804) (13,398) ----------- ----------- Net intangible assets 52,648 43,793 ----------- ----------- Other assets 828 918 ----------- ----------- Total assets $ 93,287 $ 81,833 =========== ===========
The accompanying notes are an integral part of these financial statements. BROWNE BOTTLING COMPANY
Consolidated Balance Sheets (in thousands) - ------------------------------------------------------------------------------- December 31, September 30, 1995 1996 ----------- ----------- (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank overdraft $ 2,106 $ 484 Current portion of long-term debt 810 1,416 Current portion of obligations under capital lease 262 168 Current portion of deferred compensation and non-compete agreements 71 71 Trade accounts payable 12,798 9,612 Accrued compensation and payroll taxes 2,017 1,730 Accrued interest payable 2,326 844 Accrued insurance reserves 881 487 Accrued pension liability 599 177 Other liabilities 1,830 2,298 ----------- ----------- Total current liabilities 23,700 17,287 ----------- ----------- Long-term debt, net of current maturities 57,418 57,530 ----------- ----------- Obligations under capital leases, net 939 931 ----------- ----------- Deferred compensation and non-compete agreements, net 613 1,009 ----------- ----------- Other non-current liabilities 44 40 ----------- ----------- Deferred tax liability 12,121 10,818 ----------- ----------- Stock warrants 856 856 ----------- ----------- Stockholders' equity: Preferred stock - Series B, $.01 par value, 1,000 shares authorized issued and outstanding; (liquidation preference of $1,000 per share) - - Common stock, $.01 par value, 220,295 shares authorized, and 192,244 shares issued and outstanding 2 2 Common stock, non-voting, $.01 par value, 5,263 shares authorized, none outstanding - - Additional paid-in capital 26,542 26,542 Deficit (28,948) (33,182) ----------- ----------- Total stockholders' equity (deficit) (2,404) (6,638) ----------- ----------- Total liabilities and stockholders' equity $ 93,287 $ 81,833 =========== ===========
The accompanying notes are an integral part of these financial statements. BROWNE BOTTLING COMPANY
Unaudited Consolidated Statements of Operations (in thousands) - -------------------------------------------------------------------------------- Three Months Ended September 30, 1995 1996 ----------- ----------- Revenues, net of discounts and allowances ($19,417 and $17,750 for the 3 months ended September, 1995 and 1996, respectively) $ 45,546 $ 38,235 Cost of sales 30,601 25,258 ----------- ----------- Gross Profit 14,945 12,977 ----------- ----------- Operating expenses: Plant and occupancy 1,428 1,212 Loading and shipping 1,384 939 Transport 275 180 Fleet service 202 178 Selling and delivery 7,325 5,923 Vending 643 508 Advertising 554 486 General and administrative 962 1,392 Amortization of intangibles 567 567 ----------- ----------- Total operating expenses 13,340 11,385 ----------- ----------- Income from operations 1,605 1,592 Gain on disposals 118 50 Interest expense - cash (1,902) (1,863) Interest expense - non-cash (54) (31) Other income 66 157 ----------- ----------- Loss before income taxes and extraordinary item (167) (95) Income tax provision (40) (221) ----------- ----------- Net loss before extraordinary item (207) (316) Extraordinary gain on debt extinguishment 4,252 - ----------- ----------- Net income (loss) $ 4,045 $ (316) =========== =========== Income (loss) per common share and common share equivalent: Primary and fully diluted: Loss before extraordinary item $ (.97) $ (1.64) Extraordinary item 19.91 ___________ ___________ Net income (loss) $ 18.94 $ (1.64) =========== ===========
The accompanying notes are an integral part of these financial statements. BROWNE BOTTLING COMPANY
Unaudited Consolidated Statements of Operations (in thousands) - -------------------------------------------------------------------------------- Nine Months Ended September 30, 1995 1996 ----------- ----------- Revenues, net of discounts and allowances ($55,175 and $49,190 for the 9 months ended September 30, 1995 and 1996, respectively) $ 129,426 $ 109,768 Cost of sales 85,682 72,717 ----------- ----------- Gross Profit 43,744 37,051 ----------- ----------- Operating expenses: Plant and occupancy 4,246 3,836 Loading and shipping 3,673 2,876 Transport 788 557 Fleet service 608 539 Selling and delivery 21,169 17,773 Vending 1,929 1,602 Advertising 2,192 1,560 General and administrative 4,564 4,798 Amortization of intangibles 1,716 1,590 ----------- ----------- Total operating expenses 40,885 35,131 ----------- ----------- Income from operations 2,859 1,920 Gain (loss) on disposals 31 (1,849) Interest expense - cash (5,528) (5,572) Interest expense - non-cash (729) (92) Other income 295 413 ----------- ----------- Loss before income taxes and extraordinary item (3,072) (5,180) Income tax benefit 860 946 ----------- ----------- Net loss before extraordinary item (2,212) (4,234) Extraordinary gain on debt extinguishment 4,252 - ___________ ___________ Net income (loss) $ 2,040 $ (4,234) =========== =========== Income (loss) per common share and common share equivalent: Primary and fully diluted: Loss before extraordinary item $ (10.36) $ (22.02) Extraordinary item 19.91 - ___________ ___________ Net income (loss) $ 9.55 $ (22.02) =========== ===========
The accompanying notes are an integral part of these financial statements. BROWNE BOTTLING COMPANY
Consolidated Statements of Changes in Stockholders' Equity (dollars in thousands) - -------------------------------------------------------------------------------- Preferred Additional Retained Shares, Common Stock Paid-in Earnings Series B Shares Amount Capital (Deficit) Total ------- ------- ------ --------- --------- --------- Balance, December 31, 1994 1,000 192,244 $ 2 $26,542 $(29,035) $ (2,491) Net income 87 87 ------- ------- ------ --------- --------- --------- Balance, December 31, 1995 1,000 192,244 2 26,542 (28,948) (2,404) Net loss (unaudited) (4,234) (4,234) ------- ------- ------ --------- --------- --------- Balance, September 30, 1996 1,000 192,244 $ 2 $26,542 $(33,182) $ (6,638) (unaudited) ======= ======= ====== ========= ========= =========
The accompanying notes are an integral part of these financial statements. BROWNE BOTTLING COMPANY
Unaudited Consolidated Statements of Cash Flows (in thousands) - -------------------------------------------------------------------------------- Three Months Ended September 30, 1995 1996 ----------- ----------- Cash flows from operating activities: Net income (loss) $ 4,045 $ (316) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Extraordinary gain on debt extinguishment (4,252) - Depreciation and amortization 1,246 1,260 Gain on disposal of assets and franchises (118) (50) Deferred compensation 102 64 Deferred taxes 7 (7) Changes in assets and liabilities, net of effect of acquisitions and dispositions: (Increase) decrease in accounts receivable 1,965 1,905 (Increase) decrease in inventories (769) (281) Increase (decrease) in accounts payable (334) 666 Increase (decrease) in accrued interest (1,249) (1,416) Increase (decrease) in overdraft 171 (1,385) Other (428) (738) ----------- ----------- Net cash provided (used) by operating activities 386 (298) ----------- ----------- Cash flows from investing activities: Capital expenditures (1,235) (507) Proceeds from sale of fixed assets and franchises 321 1,005 Payment for organization costs (31) - ----------- ----------- Net cash provided (used) by investing activities (945) 498 ----------- ----------- Cash flows from financing activities: Proceeds from issuance of debt 3,747 18 Principal payments on debt (5,856) (1,811) Borrowings on revolver note 57,886 45,070 Payments on revolver note (54,773) (43,477) Financing costs paid (445) - ----------- ----------- Net cash provided (used) by financing activities 559 (200) ----------- ----------- Net decrease in cash - - Cash at beginning of period - - ----------- ----------- Cash at end of period $ - $ - =========== ===========
The accompanying notes are an integral part of these financial statements. BROWNE BOTTLING COMPANY
Unaudited Consolidated Statements of Cash Flows (in thousands) - -------------------------------------------------------------------------------- Nine Months Ended September 30, 1995 1996 ----------- ----------- Cash flows from operating activities: Net income (loss) $ 2,040 $ (4,234) Adjustments to reconcile net income (loss) to net cash used by operating activities: Extraordinary gain on debt extinguishment (4,252) - Depreciation and amortization 3,892 3,705 (Gain) loss on disposal of assets and franchises (31) 1,849 Deferred compensation 151 340 Deferred taxes (938) (1,304) Changes in assets and liabilities, net of effect of acquisitions and dispositions: (Increase) decrease in accounts receivable 708 990 (Increase) decrease in inventories 68 (316) Increase (decrease) in accounts payable (1,205) (3,578) Increase (decrease) in accrued interest (648) (1,482) Increase (decrease) in overdraft (1,170) (1,624) Other (617) (416) ----------- ----------- Net cash used by operating activities (2,002) (6,070) ----------- ----------- Cash flows from investing activities: Capital expenditures (2,793) (1,911) Proceeds from sale of fixed assets and franchises 4,609 8,294 Payment for organization costs (31) - Payment for purchase of territories and related fixed assets, net of cash acquired - (705) ----------- ----------- Net cash provided by investing activities 1,785 5,678 ----------- ----------- Cash flows from financing activities: Proceeds from issuance of debt 6,555 5,819 Principal payments on debt (7,913) (6,848) Borrowings on revolver note 151,139 131,941 Payments on revolver note (149,119) (130,420) Financing costs paid (445) (100) ----------- ----------- Net cash provided by financing activities 217 392 ----------- ----------- Net decrease in cash - - Cash at beginning of period - - ----------- ----------- Cash at end of period $ - $ - =========== ===========
The accompanying notes are an integral part of these financial statements BROWNE BOTTLING COMPANY
Unaudited Consolidated Statements of Cash Flows (in thousands) - -------------------------------------------------------------------------------- Supplemental Disclosures of Cash Flow Information Three Months Ended September 30, 1995 1996 ----------- ----------- Cash paid during the period for interest $ 3,182 $ 3,280 =========== =========== Cash paid during the period for income taxes $ 37 $ 280 =========== ===========
Nine Months Ended September 30, 1995 1996 ----------- ----------- Cash paid during the period for interest $ 6,848 $ 7,085 =========== =========== Cash paid during the period for income taxes $ 104 $ 403 =========== ===========
The accompanying notes are an integral part of these financial statements. BROWNE BOTTLING COMPANY Notes to Unaudited Consolidated Financial Statements - ------------------------------------------------------------------------------ 1. NATURE OF BUSINESS All-American Bottling Corporation (the "Company") is a wholly-owned subsidiary of Browne Bottling Company ("BBC"). BBC has no independent operations and its only material asset is its investment in the Company. The Company is an independent bottler and distributor of soft drinks and other beverage products, including flavored and premium waters, brewed teas, natural sodas and sparkling juices. The Company's largest markets in terms of franchise case sales volume are the metropolitan areas of Milwaukee, Louisville, Nashville and Oklahoma City. The Company has franchise agreements covering various territories for brands such as RC Cola, Diet Rite Cola, Seven-Up, Dr Pepper, Sunkist, Canada Dry, Dad's Root Beer, Crush, A&W Root Beer, Big Red, Sundrop, Snapple, Mistic, Clearly Canadian, Evian and Yoo-Hoo. 2. BASIS OF PRESENTATION The interim financial statements included herein have been prepared by BBC without audit, pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (the "Commission"). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been omitted pursuant to Commission rules and regulations; nevertheless, BBC believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with BBC's audited financial statements and the notes thereto included in BBC's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the Commission. In the opinion of management, the accompanying interim financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position, results of operations, cash flows and stockholders' equity of BBC for the interim periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full fiscal year. The accompanying financial statements include the accounts of BBC and its wholly-owned subsidiary, the Company. All significant intercompany balances and transactions have been eliminated. In August 1993, the Company issued $45 million principal amount of 13% Senior Secured Notes (the "Senior Notes"), which indebtedness has been fully and unconditionally guaranteed by BBC. The separate financial statements of the Company have not been included because the assets, liabilities, earnings and equity of the Company are substantially equivalent to the assets, liabilities, earnings and equity of BBC on a consolidated basis and therefore are not considered material. 3. EARNINGS PER SHARE Primary and fully diluted earnings per common share (EPS) are based upon the weighted average number of shares of common stock outstanding plus the common stock equivalents which would arise from the exercise of warrants, unless such items would be anti-dilutive. Fully diluted earnings per common share assume the conversion of common stock equivalents which would arise from the exercise of warrants, unless such items would be anti-dilutive. Primary and fully diluted earnings per share are the same for all periods presented. Weighted average number of shares used in computing loss per common share and common share equivalent for both primary and fully diluted were 192,244 for all periods in 1996 and were 213,604 for all periods in 1995. 4. ASSET SALES AND PURCHASES On March 23, 1996, the Company sold assets in St. Paul, Duluth and Rochester, Minnesota and North and South Dakota to an unrelated party for proceeds of approximately $5.6 million, resulting in a loss on sale of approximately $2.9 million. The assets sold included warehouse inventory in St. Paul, selected warehouse equipment, vendors and visicoolers, and franchise and distributor agreements. Sale proceeds included $5.4 million in cash paid at closing which was used to reduce the balance on the Company's Senior Credit Facility, and a receivable of $200,000 which was paid in September, 1996. During the nine months ended September 30, 1996, the Company also sold franchise and distribution rights in Madison, Wisconsin, Pulaski, Tennessee and Roanoke, Virginia and real estate in Charleston, West Virginia for combined net sale proceeds of approximately $3.4 million, and recognized gains totaling approximately $1.2 million. Sale proceeds included $2.8 million in cash paid at closing which was used to reduce the balance on the Company's Senior Credit Facility and Senior Secured Notes and a $608,000 note with interest and principal due monthly. In January 1996, the Company acquired the franchise and distribution rights, accounts receivable, inventory, and fixed assets of an unrelated bottler in LaCrosse, Wisconsin. The purchase price was approximately $1.0 million and was financed primarily through borrowings under the Company's Senior Credit Facility. 5. ADJUSTED HISTORICAL RESULTS During the nine months ended September 30, 1996, AABC sold certain assets constituting its St. Paul, Minnesota, Duluth, Minnesota and Roanoke, Virginia operations. The following table sets forth a summary of unaudited selected financial information for the three and nine months ended September 30, 1995 and 1996. For each of these periods, the selected financial information presented includes actual operating results for the Company, while "adjusted" information has also been provided for the three and nine months ended September 30, 1995 which eliminates all case sales data and all revenues and expenses relating to the St. Paul, Duluth and Roanoke operations. The other territory sales discussed in Note 4 have not been eliminated due to their immaterial impact on the comparability of the financial information provided. Three Months Ended September 30,
Historical Adjusted 1995 1995 1996 ------------- -------------- -------------- Cases Percent Cases Percent Cases Percent ----- ------- ----- ------- ----- ------- (In thousands, except percent data) DSD sales............. 5,752 5,009 4,818 Distributor sales..... 498 404 331 ----- ---- ----- ---- ----- ---- Total franchise 6,250 89% 5,413 88% 5,149 85% Contract sales........ 737 11% 737 12% 877 15% ------ ---- ----- ---- ----- ---- Total case sales. 6,987 100% 6,150 100% 6,026 100% Produced.............. 6,403 92% 5,907 96% 5,485 91% Purchased............. 786 11% 526 9% 745 12% Inventory - (inc.)/dec (202) -3% (283) -5% (204) -3% ----- ---- ----- ---- ----- ---- Total case sales. 6,987 100% 6,150 100% 6,026 100%
Per Per Per Aggregate Case Aggregate Case Aggregate Case --------- ---- --------- ---- --------- ---- (In thousands, except per case and per share date) Franchise sales......... $41,925 $6.71 $36,423 $6.73 $34,102 $6.62 Contract sales.......... 3,621 4.91 3,621 4.91 4,133 4.71 ------- ------- ------- Net sales....... 45,546 6.52 40,044 6.51 38,235 6.34 Cost of goods sold...... 30,601 4.38 26,597 4.32 25,258 4.19 ------- ----- ------- ----- ------- ----- Gross profit.... 14,945 $2.14 13,447 $2.19 12,977 $2.15 Operating expenses...... 13,340 11,269 11,385 ------- ------- ------- Operating income........ 1,605 2,178 1,592 Interest expense........ (1,956) (1,808) (1,894) Other non-operating income ................ 184 230 207 ------- ------- ------- Net income (loss) before income taxes and extra item (167) 600 (95) Income tax benefit (provision) (40) (298) (221) ------- ------- ------- Net income (loss) before extraordinary item..... (207) 302 (316) Extraordinary gain...... 4,252 4,252 - ------- ------- ------- Net income (loss)....... $ 4,045 $ 4,554 $ (316) ======= ======= ======= EPS before extraordinary item................... $ (.97) $ 1.41 $ (1.64) EPS..................... $ 18.94 $ 21.32 $ (1.64) EBITDA (a).............. $ 2,925 $ 3,356 $ 2,994
Note 5 (continued) Nine Months Ended September 30,
Historical Adjusted 1995 1995 1996 ----------------- ----------------- ----------------- Cases Percent Cases Percent Cases Percent ----- ------- ----- ------- ----- ------- (In thousands, except percent data) DSD sales............... 16,370 14,831 13,696 Distributor sales....... 1,446 1,214 1,161 ------ ------ ------ Total franchise.... 17,816 89% 16,045 88% 14,857 86% Contract sales.......... 2,216 11% 2,216 12% 2,323 14% ------ ---- ------ ---- ------ ---- Total case sales... 20,032 100% 18,261 100% 17,180 100% Produced................ 18,135 91% 16,897 93% 15,291 89% Purchased............... 2,127 10% 1,589 8% 2,026 12% Inventory - (inc.)/dec.. (230) -1% (225) -1% (137) -1% ------ ---- ------ ---- ------ ---- Total case sales... 20,032 100% 18,261 100% 17,180 100%
Per Per Per Aggregate Case Aggregate Case Aggregate Case --------- ---- --------- ---- --------- ---- (In thousands, except per case and per share date) Franchise sales......... $118,703 $6.66 $107,157 $6.68 $ 98,755 $6.65 Contract sales.......... 10,723 4.84 10,723 4.84 11,013 4.74 ------- -------- -------- Net sales....... 129,426 6.46 117,880 6.46 109,768 6.39 Cost of goods sold...... 85,682 4.28 77,525 4.25 72,717 4.23 -------- ----- ------- ----- -------- ----- Gross profit....... 43,744 $2.18 40,355 $2.21 37,051 $2.16 Operating expenses...... 40,885 36,661 35,131 -------- -------- -------- Operating income........ 2,859 3,694 1,920 Interest expense........ (6,257) (5,959) (5,664) Other non-operating income (expense)....... 326 495 (1,436) -------- -------- -------- Net loss before income taxes and extra item... (3,072) (1,770) (5,180) Income tax benefit...... 860 378 946 -------- -------- -------- Net loss before extra- ordinary item.......... (2,212) (1,392) (4,234) Extraordinary gain...... 4,252 4,252 - -------- -------- -------- Net income (loss)....... $ 2,040 $ 2,860 $ (4,234) ======== ======== ========= EPS before extraordinary item $ (10.36) $ (6.53) $ (22.02) EPS..................... $ 9.55 $ 13.38 $ (22.02) EBITDA.............. $ 6,983 $ 7,593 $ 5,994 EBITDA consists of net income (loss) before (a) income taxes, (b) interest expense, (c) depreciation, (d) amortization, (e) gain (loss) on asset sales, (f) other non-cash charges, and (g) extraordinary gains. EBITDA should not be considered as an alternative to, or more meaningful than, operating income or cash flow as an indicator of the Company's operating performance.
6. DEBT EXTINGUISHMENT On July 7, 1995, the Company completed the repurchase of the Kidder Subordinated Loan. The Kidder Subordinated Loan, which was purchased for $4,750,000, had a principal amount (including accrued interest) of approximately $12.3 million. The purchase price was financed in part by selling $3.3 million principal amount of Senior Notes held by All-American Bottling Financial Corporation, a wholly-owned subsidiary of the Company, to an entity affiliated with Stephen B. Browne, at the then market price of approximately $2.9 million plus accrued interest. The remaining amount of the purchase price was borrowed under the Senior Credit Facility. After expenses associated with the transaction, the Company experienced an extraordinary gain of approximately $4.3 million (a pre-tax extraordinary gain of $7.0 million less taxes of $2.7 million). ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL All-American Bottling Corporation (the "Company") is an independent bottler and distributor of soft drinks and other beverage products operating in six states. The Company is a wholly-owned subsidiary of Browne Bottling Company ("BBC"). The Company's soft drink product portfolio includes such well-known national brands as RC Cola, Diet Rite Cola, Seven-Up, Dr Pepper, Sunkist, Canada Dry, Dad's Root Beer, Crush and A&W Root Beer, as well as leading regional brands such as Big Red and Sundrop. Other beverages distributed by the Company include Snapple, Mistic, Clearly Canadian, Evian and other waters and are commonly referred to as "alternative beverages". The Company's largest markets in terms of franchise case sales volume are the metropolitan areas of Milwaukee, Louisville, Nashville and Oklahoma City. In August 1993, BBC and the Company completed a recapitalization plan designed to enhance the Company's financial flexibility. As part of the recapitalization plan, the Company issued $45.0 million principal amount of 13% Senior Secured Notes due 2001 (the "Senior Notes"), guaranteed by BBC, and entered into a new senior secured credit facility (the "Senior Credit Facility") providing for borrowing availability of up to $20.0 million, subject to borrowing base limitations (65% of eligible inventories and 85% of eligible accounts receivable). The Company's primary measurement of unit volume is franchise and contract case sales. Franchise case sales represent sales of products in the Company's franchise territories, while contract case sales consist of product sold under contract manufacturing arrangements to private label or other bottlers. Produced product consists of product manufactured by the Company in its own facilities and purchased product is finished product purchased from other bottlers and suppliers. EBITDA consists of net income (loss) before income taxes, interest expense, depreciation, amortization, gain (loss) on asset sales and other non-cash charges and extraordinary gains. EBITDA should not be considered as an alternative to, or more meaningful than, operating income or cash flow (as determined in accordance with generally accepted accounting principles) as an indicator of the Company's operating performance or liquidity. The operating results for the three and nine month periods ended September 30, 1996 are not directly comparable to the operating results for the three and nine month periods ended September 30, 1995, as the results for the 1996 periods are materially affected by the sale of assets in St. Paul and Duluth, Minnesota and in Roanoke, Virginia. The sales of these operations significantly reduced case sales, net sales, cost of goods sold, gross profit, and administrative, marketing and general expenses. In order to provide comparable information, the selected financial information included in Note 5 of the interim financial statements for the three and nine months ended September 30, 1995 has been "adjusted" to eliminate these operations. Accordingly, the following discussion of the results of operations compares the actual results of operations for the three and nine months ended September 30, 1996 with the actual, as well as "adjusted", results of operations for the corresponding periods ended September 30, 1995. RESULTS OF OPERATIONS (UNAUDITED) The following discussion addresses the results of operations for the three months ended September 30, 1996 (the "Current Quarter") compared to the corresponding period ended September 30, 1995 (the "Prior Quarter") and the "adjusted" corresponding period ended September 30, 1995 (the "Adjusted Prior Quarter") and for the nine months ended September 30, 1996 (the "Current YTD") compared to the corresponding period ended September 30, 1995 (the "Prior YTD") and the "adjusted" corresponding period ended September 30, 1995 (the "Adjusted Prior YTD"). THREE MONTHS ENDED SEPTEMBER 30, 1996 VS. THREE MONTHS ENDED SEPTEMBER 30, 1995 Net sales for the Current Quarter were $38.2 million compared to $45.5 million for the Prior Quarter, a $7.3 million or 16.1% decrease due to lower franchise case sales resulting primarily from the sales of the Minnesota, Pulaski, Tennessee and Roanoke, Virginia territories. Franchise case sales were 5.1 million cases for the Current Quarter compared to 6.3 million cases for the Prior Quarter, a decrease of 1.1 million or 17.6%. After adjustment for sold operations, net sales decreased $1.8 million or 4.5% for the Current Quarter compared to the Adjusted Prior Quarter due to a decrease in franchise case sales for the Current Quarter of 264,000 cases or 4.9% from the Adjusted Prior Quarter. This decrease in franchise cases is attributable to volume declines in Kentucky, West Virginia and Tennessee. Franchise case sales in Kentucky were 1.5 million cases for the Current Quarter compared to 1.6 million cases for the Prior Quarter, a decrease of 93,000 cases or 5.7%. This decrease in Kentucky is primarily attributable to a volume reduction in August 1996 compared to August 1995 in which record high sales of canned products were achieved. In West Virginia, franchise case sales fell 89,000 cases or 12.4% in the Current Quarter compared to the Adjusted Prior Quarter due to reduced volume and margins on RC Brands in West Virginia. In Tennessee, franchise case sales for the Current Quarter were 973,000 cases compared to 1.1 million cases for the Prior Quarter, a decrease of 106,000 cases or 9.8%. This decrease is primarily related to declines in the sales of RC Cola products in response to price increases implemented in Tennessee. For the Prior Quarter, heavy promotional activity in Tennessee resulted in volume increases at a lower average net selling price compared to the Current Quarter. The higher average net selling price in Tennessee was offset by price decreases in Wisconsin where the average net selling price for franchise cases fell to $6.50 for the Current Quarter compared to $6.98 for the Adjusted Prior Quarter. This decline in the average net selling price in Wisconsin is due to increased promotional expenses incurred to increase volume primarily on Cadbury Beverage Corporation brands. Overall, the average net selling price for franchise sales for the Company decreased to $6.62 for the Current Quarter from $6.71 for the Prior Quarter and $6.73 for the Adjusted Prior Quarter primarily due to the increased promotional activity in Wisconsin. Contract case sales increased to 877,000 cases for the Current Quarter from 737,000 cases for the Prior Quarter, and the average net selling price for contract cases decreased to $4.71 for the Current Quarter compared to $4.91 for the Prior Quarter. The changes in both volume and price are attributable primarily to additional case sales from the Company's Louisville production facility made pursuant to a production agreement with the purchasers of the Pulaski, Tennessee and Roanoke, Virginia operations which were sold as described in Note 4 of the interim financial statements. On a company-wide basis the average net selling price for all cases fell from $6.52 for the Prior Quarter and $6.51 for the Adjusted Prior Quarter to $6.34 for the Current Quarter primarily due to the reduced average net selling price realized on franchise cases and, to a lesser extent, due to the higher percentage of sales resulting from contract cases which were at a lower net selling price as compared to franchise case sales. Cost of goods sold decreased $5.3 million or 17.5% for the Current Quarter compared to the Prior Quarter. Cost of goods sold decreased $1.3 million or 5.0% for the Current Quarter compared to the Adjusted Prior Quarter primarily due to the volume decreases described above and a reduction in packaging costs. Gross profit for the Current Quarter was $13.0 million compared to $14.9 million for the Prior Quarter, a decrease of $2.0 million or 13.2%. Gross profit decreased $470,000 or 3.5% for the Current Quarter compared to the Adjusted Prior Quarter due to case volume and average net selling price declines partially offset by the reduced packaging costs. Gross margin (gross profit as a percentage of sales) improved slightly to 33.9% for the Current Quarter compared to 33.6% for the Adjusted Prior Quarter. Operating expenses declined $2.0 million or 14.7% for the Current Quarter compared to the Prior Quarter due to overall decreases in expenses as a result of the decreased volume of case sales. Operating expenses increased $116,000 or 1.0% in the Current Quarter compared to the Adjusted Prior Quarter due to increased depreciation and insurance expense partially offset by decreased payroll expenses. Interest expense was $1.9 million for the Current Quarter compared to $2.0 million for the Prior Quarter and $1.8 million for the Adjusted Prior Quarter. Cash interest expense was $1.9 million for both the Current Quarter and the Prior Quarter compared to $1.8 million for the Adjusted Prior Quarter, an increase in the Current Quarter of $109,000 or 6.2% due to increased borrowings under the Senior Credit Facility to enable the Company to realize available trade discounts. Other income increased to $157,000 in the Current Quarter compared to $66,000 for the Prior Quarter, an increase of $91,000 or 138% and compared to $113,000 for the Adjusted Prior Quarter, an increase of $44,000 or 39% due to increased trade discounts and rental income. The lower net loss before income taxes and extraordinary item ("pretax net loss") for the Current Quarter of $95,000 compared to a pretax net loss for the Prior Quarter of $167,000 resulted from the sale of the Minnesota and Roanoke, Virginia territories described in Notes 4 and 5 of the interim financial statements. Reduced gross margins resulting from the volume reductions described above primarily account for the decrease in the Current Quarter compared to net income before income taxes and extraordinary item of $600,000 for the Adjusted Prior Quarter. The extraordinary gain on debt extinguishment for the Prior Quarter was due to the after-tax extraordinary gain realized on the repurchase of the Company's Senior Subordinated Notes in July, 1995 described in Note 6 to the interim financial statements. EBITDA was $3.0 million for the Current Quarter compared to $2.9 million for the Prior Quarter and $3.4 million for the Adjusted Prior Quarter. The decrease in EBITDA for the Current Quarter compared to the Adjusted Prior Quarter is also attributable to reduced gross margins resulting from the volume reductions described above. NINE MONTHS ENDED SEPTEMBER 30, 1996 VS. NINE MONTHS ENDED SEPTEMBER 30, 1995 Net sales for the Current YTD were $110.0 million compared to $129.4 million for the Prior YTD, a $20.0 million or 15.2% decrease due to lower franchise case sales resulting primarily from the sale of the Minnesota, Pulaski, Tennessee and Roanoke, Virginia territories. Franchise case sales were 14.9 million cases for the Current YTD compared to 17.8 million cases for the Prior YTD, a decrease of 3.0 million or 16.6%. After the adjustment for sold operations, net sales decreased $8.1 million or 6.9% for the Current YTD compared to the Adjusted Prior YTD. Franchise case sales for the Current YTD decreased 1.2 million cases or 7.4% from the Adjusted Prior YTD. This decrease in franchise cases is attributable to volume losses in Wisconsin, Minnesota, Tennessee and West Virginia. In Wisconsin, franchise case sales for the Current YTD were 4.6 million cases compared to 5.0 million cases for the Prior YTD and compared to 4.7 million cases for the Adjusted Prior YTD, a decrease of 144,000 cases or 3.0%. This decrease is primarily related to declines in the sales of RC Cola products due to the territory sales in Madison, Wisconsin described in Note 4 of the interim financial statements. In Minnesota, franchise case sales for the Current YTD were 350,000 cases compared to 562,000 cases for the Adjusted Prior YTD, a decrease of 212,000 cases or 37.8%. This volume decline is attributable to a limited distribution system in Minnesota in anticipation of the sale of this territory which was completed in March 1996. In Tennessee, franchise case sales for the Current YTD were 2.7 million cases compared to 3.2 million cases for the Prior YTD, a decrease of 481,000 cases or 14.9%. This decrease is primarily related to declines in can package case sales in response to price increases implemented in Tennessee. For the Prior YTD, heavy promotional activity in Tennessee resulted in volume increases at lower average net selling prices compared to the Current YTD. In West Virginia, franchise case sales for the Current YTD were 1.9 million cases compared to 2.0 million cases for the Adjusted Prior YTD, a decrease of 148,000 cases or 7.2%. This decrease is due to reduced volume and margin on RC brands in West Virginia. Overall, the average net selling price for franchise sales for the Company decreased to $6.65 for the Current YTD compared to $6.66 for the Prior YTD and $6.68 for the Adjusted Prior YTD. Contract case sales increased slightly to 2.3 million cases for the Current YTD from 2.2 million cases for the Prior YTD. The average net selling price for contract cases decreased to $4.74 for the Current YTD compared to $4.84 for the Prior YTD due to new production at the Louisville production facility pursuant to agreements entered into in connection with the sale of the Pulaski, Tennessee and Roanoke, Virginia operations. On a company-wide basis the average net selling price for all cases fell from $6.46 for the Prior YTD and the Adjusted Prior YTD to $6.39 for the Current YTD due to the reduced average net selling price for franchise cases and due to the higher percentage of sales resulting from contract cases which were at a lower net selling price compared to franchise case sales. Cost of goods sold decreased $13.0 million or 15.1% for the Current YTD compared to the Prior YTD. Cost of goods sold decreased $4.8 million or 6.2% for the Current YTD compared to the Adjusted Prior YTD primarily due to the volume decrease described above. Gross profit for the Current YTD was $37.0 million compared to $43.7 million for the Prior YTD, a decrease of $6.7 million or 15.3%. Gross profit decreased $3.3 million or 8.2% for the Current YTD compared to the Adjusted Prior YTD due to case volume declines and reduced average net selling price. Gross margin was 33.8% for the Current YTD compared to 33.8% for the Prior YTD and 34.2% for the Adjusted Prior YTD. The decline in the gross margin percentage is due to the decreased average net selling price. Operating expenses declined $5.8 million or 14.1% for the Current YTD compared to the Prior YTD and by $1.5 million or 4.2% compared to the Adjusted Prior YTD due to overall decreases in personnel expenses and utility costs as a result of the decreased volume of case sales. Interest expense was $5.7 million for the Current YTD compared to $6.3 million for the Prior YTD and $6.0 million for the Adjusted Prior YTD. Cash interest expense was $5.6 million for the Current YTD compared to $5.5 million for the Prior YTD and compared to $5.2 million for the Adjusted Prior YTD, an increase in the Current YTD of $342,000 or 6.5% over the Adjusted Prior Quarter due to higher levels of debt carrying cash interest. The higher levels of debt carrying cash interest resulted from the July 1995 sale of the Company's Senior Notes which were previously held by a subsidiary of the Company as described in Note 6 to the interim financial statements. Proceeds from the sale of the Company's Senior Notes were used to retire the Company's Senior Subordinated Notes which provided for noncash interest payments. As a result, noncash interest declined. Other income increased to $413,000 in the Current YTD compared to $295,000 for the Prior YTD, an increase of $118,000 or 40.0%. Compared to $480,000 for the Adjusted Prior YTD, other income in the Current YTD decreased $67,000 or 14.0% primarily due to a decline in trade discounts taken in the Current YTD. Pretax net loss for the Current YTD was $5.2 million compared to a pretax net loss for the Prior YTD of $3.1 million and compared to a pretax net loss of $1.8 million for the Adjusted Prior YTD. The increase in the Current YTD pretax net loss results from the volume and margin declines discussed above and from the loss of $1.8 million realized on the sale of the territories as described in Notes 4 and 5 to the interim financial statements. The extraordinary gain on debt extinguishment for the Prior YTD is due to the after-tax extraordinary gain realized on the repurchase of the Company's Senior Subordinated Notes in July, 1995 described in Note 6 to the interim financial statements. EBITDA was $6.0 million for the Current YTD compared to $7.0 million for the Prior YTD and compared to $7.6 million for the Adjusted Prior YTD. The decrease in EBITDA for the Current YTD compared to the Adjusted Prior YTD is attributable to reduced gross profit partially offset by reduced cash operating expenses. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1996 the Company had working capital (excluding cash overdraft and the current portion of long-term debt and other obligations) of $9.7 million compared to $6.0 million at December 31, 1995. The increase in working capital is due primarily to the decline in trade payables and accrued interest partially offset by a decline in accounts receivable. The Company's working capital needs have historically been funded from operations and, on a seasonal basis, from borrowings under its Senior Credit Facility. For the Current Quarter, the Company's operating activities used cash of $298,000 compared to cash provided of $386,000 for the Prior Quarter. The net cash used of $298,000 by operating activities in the Current Quarter resulted primarily from significant decreases in accrued interest and cash overdraft partially offset by decreases in accounts receivable and $951,000 cash provided from operations. The net cash provided of $386,000 in the Prior Quarter resulted primarily from cash provided from operations of $1.0 million and decreases in accounts receivable partially offset by increases in inventory and decreases in accrued interest. For the Current YTD, the Company's operating activities used cash of $6.1 million compared to cash used of $2.0 million for the Prior YTD. The net cash used of $6.1 million by operating activities in the Current YTD resulted primarily from a significant decrease in accounts payable, cash overdraft and accrued interest partially offset by decreases in accounts receivable and cash provided from operations of $356,000. The cash used of $2.0 million for the Prior YTD resulted primarily from decreases in accounts payable, cash overdraft and accrued interest partially offset by decreases in accounts receivable and by cash provided from operations of $862,000. During the Current Quarter investing activities provided cash of $498,000 compared to cash used of $945,000 in the Prior Quarter. The increase in cash provided in the Current Quarter over the Prior Quarter is due primarily to decreased capital expenditures and increased proceeds from sales of fixed assets in the Current Quarter compared to the Prior Quarter. For the Current Quarter the proceeds from sales resulted from the sale of real estate in Charleston, West Virginia. For the Prior Quarter the proceeds from sales resulted from the sale of a beer franchise in Oklahoma City. During the Current YTD investing activities provided cash of $5.7 million compared to cash provided during the Prior YTD of $1.8 million. The increase is due primarily to $5.4 million in cash received on the sale of Minnesota territories as well as the proceeds from sales of other locations described in Note 4 to the interim financial statements. For the Prior YTD the proceeds from sales resulted from sales of the Rockford, Illinois territory, real estate in Wisconsin and West Virginia, and small franchise territories in Ohio and Oklahoma City. Financing activities used cash of $200,000 in the Current Quarter primarily due to principal payments on debt of $1.8 million partially offset by increased borrowings over payments on the Senior Credit Facility of $1.6 million. Principal payments on debt of $1.8 million include approximately $500,000 for the repurchase of the Company's Senior Notes and $1.1 million paid on unsecured demand notes from Stephen B. Browne, the chief executive officer of the Company and BBC and BBC's principal stockholder, and entities affiliated with him. Mr. Browne and affiliated entities from time to time make unsecured loans to the Company at the same interest rates charged under the Company's Senior Credit Facility. At September 30, 1996 such debt had a remaining balance of $1.0 million. For the Current YTD, financing activities provided cash of $392,000 primarily due to increased borrowings over payments on the Senior Credit Facility and the issuance of unsecured demand notes to Mr. Browne and affiliated entities as described above, partially offset by $1.5 million used for the repurchase of Senior Notes. At September 30, 1996, the Company's borrowing base under the Senior Credit Facility was $17.2 million, and the Company had borrowings of $15.2 million and an additional $138,000 of letters of credit outstanding leaving $1.9 million of unused credit available. The Company's earnings before income taxes and fixed charges were insufficient to cover its fixed charges by $95,000 for the Current Quarter and by $5.1 million for the Current YTD. EBITDA (as defined) and cash interest expense for the Current Quarter were $3.0 million and $1.9 million, respectively. For the Current YTD, EBITDA (as defined) and cash interest expense were $6.0 million and $5.6 million, respectively. EBITDA is presented not as an alternative to operating income (as determined in accordance with generally accepted accounting principles) as an indicator of the Company's operating performance or to cash flow from operating activities (as determined in accordance with generally accepted accounting principles) as a measure of its liquidity, but rather to provide additional information related to the debt service ability of the Company. If the Company were to experience a deterioration in operating results, the Company's ability to generate sufficient cash to cover its interest expense would be reduced, and the Company would become unable to meet its interest obligations. The Company's long-term debt (including current maturities thereof and amounts payable under non-compete and deferred compensation agreements) was approximately $61.1 million as of September 30, 1996, and scheduled principal payments are estimated to be approximately $1.7 million for the twelve months ending September 30, 1997. Of this $1.7 million approximately $1.0 million represents unsecured demand notes from Mr. Browne and affiliated entities as described above and approximately $414,000 represents financing of 18 months or less from trade suppliers to finance 1995 capital expenditures. The Company must make certain capital expenditures on an annual basis in order to maintain its business and assets and compete effectively. The Company expects to spend approximately $800,000 on capital expenditures during the three months ending December 31, 1996. To the extent that requirements for debt service and capital expenditures are in excess of cash flow from operations, the Company will need to finance such requirements with additional indebtedness or defer capital expenditures. FORWARD LOOKING STATEMENTS When used in this document, the words "anticipate", "estimate", "believe" and similar expressions are intended to identify forward looking statements. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibit is filed with this Form 10-Q and is identified by the number indicated: 27 Financial Data Schedule (b) Reports on 8-K filed during the Current Quarter: Form 8-K dated July 03, 1996 Form 8-K/A dated July 16, 1996 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. ALL-AMERICAN BOTTLING CORPORATION Date: November 12, 1996 By: STEPHEN B. BROWNE ------------------------ Stephen B. Browne President, Chief Executive Officer and Chairman of the Board Date: November 12, 1996 By: STEPHEN R. KERR ------------------------- Stephen R. Kerr Vice President and Chief Financial Officer BROWNE BOTTLING COMPANY Date: November 12, 1996 By: STEPHEN B. BROWNE ------------------------ Stephen B. Browne President, Chief Executive Officer and Chairman of the Board Date: November 12, 1996 By: STEPHEN R. KERR ------------------------- Stephen R. Kerr Vice President and Chief Financial Officer INDEX TO EXHIBITS
Exhibit No. Description Method of Filing - ----------- ----------- ---------------- 27 Financial Data Schedule Filed herewith electronically
EX-27 2
5 0000825811 ALL-AMERICAN BOTTLING COMPANY 1,000 9-MOS DEC-31-1996 SEP-30-1996 (484) 0 11,430 454 9,429 24,897 36,411 24,186 81,833 17,287 59,470 0 0 2 (6,640) 81,833 109,768 109,768 72,717 72,717 35,131 0 5,664 (5,180) 946 (4,234) 0 0 0 (4,234) (22.02) (22.02)
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