-----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, LUQp8DlulID6MHaJsjbicUfrGel/JmOkdhgkWGQnQISwo4A4FC7dypjeOw9NJuyy DCqyEItO/7homO+Ezy+Whg== 0000919463-98-000003.txt : 19980508 0000919463-98-000003.hdr.sgml : 19980508 ACCESSION NUMBER: 0000919463-98-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980328 FILED AS OF DATE: 19980507 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERRY PLASTICS CORP CENTRAL INDEX KEY: 0000919463 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351813706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-75706 FILM NUMBER: 98612580 BUSINESS ADDRESS: STREET 1: 101 OAKLEY ST STREET 2: P O BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47710 BUSINESS PHONE: 8124242904 MAIL ADDRESS: STREET 1: PO BOX 959 CITY: EVANSVILLE STATE: IN ZIP: 47706-0959 10-Q 1 UNITED STATES 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 March 28, 1998 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 33-75706, 33-75706-01; 33-75706-02, 33-75706-03 BERRY PLASTICS CORPORATION BPC HOLDING CORPORATION BERRY IOWA CORPORATION BERRY TRI-PLAS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 35-1814673 (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 101 OAKLEY STREET, EVANSVILLE, INDIANA 47710 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (812) 424-2904 NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Number of Shares Outstanding COMMON STOCK AS OF MARCH 29, 1998 - ----------------------------------------------------------------------------- Class A - Voting - $.01 Par Value 91,000 Class A - Nonvoting - $.01 Par Value 259,000 Class B - Voting - $.01 Par Value 145,001 Class B - Nonvoting - $.01 Par Value 57,788 Class C - Nonvoting - $.01 Par Value 16,981 1 BPC HOLDING CORPORATION AND SUBSIDIARIES FORM 10-Q INDEX FOR QUARTERLY PERIOD ENDED MARCH 28, 1998 PAGE NO. -------- Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 5 Consolidated Statement of Changes in Stockholders' Equity (Deficit) 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURE 15 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements BPC Holding Corporation and Subsidiaries Consolidated Balance Sheets (In Thousands of Dollars)
MARCH 28, DECEMBER 27, 1998 1997 -------------- -------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 2,713 $ 2,688 Accounts receivable (less allowance for doubtful accounts of $901 at March 28,1998 and $1,038 at December 27, 1997) 36,776 28,385 Inventories: Finished goods 23,280 22,029 Raw materials and supplies 7,136 7,429 -------------- -------------- 30,416 29,458 Prepaid expenses and other receivables 1,687 1,834 Income taxes recoverable 355 1,167 -------------- -------------- Total current assets 71,947 63,532 Assets held in trust 19,950 19,738 Property and equipment: Land 6,112 5,811 Buildings and improvements 34,322 33,891 Machinery, equipment and tooling 126,284 122,991 Automobiles and trucks 1,251 1,241 Construction in progress 6,168 10,357 -------------- -------------- 174,137 174,291 Less accumulated depreciation 69,214 66,073 -------------- -------------- 104,923 108,218 Intangible assets: Deferred financing and origination fees, net 10,350 10,849 Covenants not to compete, net 4,172 3,940 Excess of cost over net assets acquired, net 29,309 30,303 Deferred acquisition costs 43 13 -------------- -------------- 43,874 45,105 Deferred income taxes 2,049 2,049 Other 991 802 -------------- -------------- Total assets $243,734 $239,444 ============== ==============
BPC Holding Corporation and Subsidiaries Consolidated Balance Sheets (In Thousands of Dollars)
MARCH 28, DECEMBER 27, 1998 1997 -------------- -------------- (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 15,988 $ 16,732 Accrued expenses and other liabilities 6,308 7,162 Accrued interest 10,086 3,612 Employee compensation and payroll taxes 7,679 7,489 Income taxes 81 55 Current portion of long-term debt 9,581 7,619 -------------- -------------- Total current liabilities 49,723 42,669 Long-term debt, less current portion 297,707 298,716 Accrued dividends on preferred stock 4,588 3,674 Other liabilities 3,127 3,360 -------------- -------------- 355,145 348,419 Stockholders' equity (deficit): Class A Preferred Stock; 800,000 shares authorized; 600,000 shares issued and outstanding (net of discount of $2,989 at March 28, 1998 and $3,062 at December 27, 1997) 11,582 11,509 Class B Preferred Stock; 200,000 shares authorized, issued and outstanding 5,000 5,000 Class A Common Stock; $.01 par value: Voting; 500,000 shares authorized; 91,000 shares issued and outstanding 1 1 Nonvoting; 500,000 shares authorized; 259,000 shares issued and outstanding 3 3 Class B Common Stock; $.01 par value: Voting; 500,000 shares authorized; 145,001 shares issued and outstanding 1 1 Nonvoting; 500,000 shares authorized; 57,788 shares issued and outstanding 1 1 Class C Common Stock; $.01 par value: Nonvoting; 500,000 shares authorized; 16,981 shares issued and outstanding - - Treasury stock: 239 shares (22) (22) Additional paid-in capital 48,387 49,374 Warrants 3,511 3,511 Retained earnings (deficit) (179,875) (178,353) -------------- -------------- Total stockholders' equity (deficit) (111,411) (108,975) -------------- -------------- Total liabilities and stockholders' equity (deficit) $ 243,734 $ 239,444 ============== ==============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. BPC Holding Corporation and Subsidiaries Consolidated Statements of Operations (In Thousands of Dollars)
THIRTEEN WEEKS ENDED MARCH 28, MARCH 29, 1998 1997 -------------- -------------- (UNAUDITED) Net sales $66,730 $49,007 Cost of goods sold 49,248 38,396 -------------- -------------- Gross margin 17,482 10,611 Operating expenses: Selling 3,625 2,357 General and administrative 4,398 2,605 Research and development 394 236 Amortization of intangibles 880 278 Other 1,134 831 -------------- -------------- Operating income 7,051 4,304 Other income and expense: Loss on disposal of property and equipment 133 - -------------- -------------- Income before interest and income taxes 6,918 4,304 Interest: Expense (8,665) (7,808) Income 238 447 -------------- -------------- Loss before income taxes (1,509) (3,057) Income taxes (credit) 13 (472) -------------- -------------- Net loss (1,522) (2,585) Preferred stock dividends (914) (524) -------------- -------------- Net loss attributable to common shareholders $ (2,436) $ (3,109) ============== ==============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. BPC HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (IN THOUSANDS OF DOLLARS)
COMMON STOCK PREFERRED STOCK ----------------- -------------- ADDITIONAL RETAINED CLASS CLASS CLASS CLASS CLASS TREASURY PAID-IN EARNINGS A B C A B STOCK CAPITAL WARRANTS (DEFICIT) TOTAL ----- ----- ----- ------- ------ ------- ---------- -------- ---------- ---------- Balance at December 27, 1997 $ 4 $ 2 $ - $11,509 $5,000 $ (22) $ 49,374 $ 3,511 $(178,353) $(108,975) Net loss - - - - - - - - (1,522) (1,522) Accrued dividends on preferred stock - - - - - - (914) - - (914) Amortization of preferred stock discount - - - 73 - - (73) - - - Balance at March 28, 1998 $ 4 $ 2 $ - $11,582 $5,000 $ (22) $ 48,387 $ 3,511 $(179,875) $(111,411)
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. BPC Holding Corporation and Subsidiaries Consolidated Statements of Cash Flows (In Thousands of Dollars)
THIRTEEN WEEKS ENDED MARCH 28, MARCH 29, 1998 1997 ---------- -------- (UNAUDITED) OPERATING ACTIVITIES Net loss $ (1,522) $ (2,585) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Depreciation 4,888 3,495 Non-cash interest expense 444 356 Amortization 880 278 Interest income recorded on assets held in trust (211) (405) Write off of financing fees - 390 Loss on sale of property and equipment 133 - Deferred income taxes - (707) Changes in operating assets and liabilities: Accounts receivable, net (8,390) (9,373) Inventories (958) 1,781 Prepaid expenses and other receivables 957 162 Accounts payable and accrued expenses 5,130 2,601 Other assets (301) 26 ---------- -------- Net cash provided by (used for) operating activities 1,050 (3,981) INVESTING ACTIVITIES Additions to property and equipment (1,963) (2,497) Proceeds from disposal of property and equipment 7 - Acquisitions of businesses - (33,349) ---------- -------- Net cash used for investing activities (1,956) (35,846) FINANCING ACTIVITIES Proceeds from borrowings 2,626 33,550 Payments on long-term borrowings (1,626) - Payments on capital leases (69) (57) Payment of refinancing fees - (1,186) ---------- -------- Net cash provided by financing activities 931 32,307 ---------- -------- Net increase (decrease) in cash and cash 25 (7,520) equivalents Cash and cash equivalents at beginning of period 2,688 10,192 ---------- -------- Cash and cash equivalents at end of period $ 2,713 $ 2,672 ========== ========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. BPC Holding Corporation and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of BPC Holding Corporation and its subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full fiscal year. The accompanying financial statements include the results of BPC Holding Corporation ("Holding") and its wholly-owned subsidiary, Berry Plastics Corporation ("Berry"), and its wholly-owned subsidiaries: Venture Packaging, Inc., Venture Packaging Midwest, Inc., Venture Packaging Southeast, Inc., PackerWare Corporation, Berry Iowa Corporation, Berry Tri-Plas Corporation, Berry Sterling Corporation, Berry Plastics Design Corporation ("Berry Design"), and AeroCon, Inc. For further information, refer to the consolidated financial statements and footnotes thereto included in Holding's and Berry's Form 10-K's filed with the Securities and Exchange Commission for the year ended December 27, 1997. 2. ACQUISITIONS On January 17, 1997, Berry acquired certain assets and assumed certain liabilities of Container Industries, Inc. ("Container Industries") of Pacoima, California for $2.9 million. The purchase was funded out of operating funds. The operations of Container Industries are included in the Berry's operations since the acquisition date using the purchase method of accounting. On January 21, 1997, Berry acquired the outstanding stock of PackerWare Corporation, a Kansas corporation, for aggregate consideration of approximately $28.1 million by way of a merger of PackerWare with a newly-formed, wholly-owned subsidiary of Berry (with PackerWare being the surviving corporation). The purchase was primarily financed through the Credit Facility (see Note 3). The operations of PackerWare are included in Berry's operations since the acquisition date using the purchase method of accounting. On May 13, 1997, Berry Design, a newly-formed wholly-owned subsidiary of Berry, acquired substantially all of the assets and assumed certain liabilities of Virginia Design Packaging Corp. ("Virginia Design") for approximately $11.1 million. The purchase was financed through the Credit Facility (see Note 3). The operations of Berry Design are included in Berry's operations since the acquisition date using the purchase method of accounting. 2. ACQUISITIONS (CONTINUED) On August 29, 1997, Berry acquired the outstanding common stock of Venture Packaging for aggregate consideration of $43.7 million by way of a merger of Venture Packaging with a newly formed subsidiary of Berry (with Venture Packaging being the surviving corporation). The purchase was primarily financed through the Credit Facility (see Note 3). Additionally, preferred stock and warrants were issued to certain selling shareholders of Venture Packaging. The operations of Venture Packaging are included in Berry's operations since the acquisition date using the purchase method of accounting. The pro forma results listed below are unaudited and reflect purchase accounting adjustments assuming the Container Industries, PackerWare, Virginia Design and Venture Packaging acquisitions occurred on December 29, 1996.
THIRTEEN WEEKS ENDED MARCH 29, 1997 -------------- Net sales $ 63,568 Loss before income taxes (4,367) Net loss (3,895)
The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated at the above date, nor are they necessarily indicative of future operating results. Further, the information gathered on the acquired companies is based upon unaudited internal financial information and reflects only pro forma adjustments for additional interest expense and amortization of the excess of the cost over the underlying net assets acquired, net of the applicable income tax effect. 3. LONG-TERM DEBT Long-term debt consists of the following:
MARCH 28, DECEMBER 27, 1998 1997 ----------- --------------- Holding 12.50% Senior Secured Notes $105,000 $105,000 Berry 12.25% Senior Subordinated Notes 100,000 100,000 Term loans 57,002 58,300 Revolving line of credit 28,281 25,654 Nevada Industrial Revenue Bonds 5,000 5,000 Iowa Industrial Revenue Bonds 5,400 5,400 South Carolina Industrial Development Bonds 6,650 6,985 Capital lease obligation 485 547 Debt discount (530) (551) ----------- --------------- 307,288 306,335 Less current portion of long-term debt 9,581 7,619 ----------- --------------- $297,707 $298,716 =========== ===============
The current portion of long-term debt consists of $8.1 million of quarterly installments on the term loans, a $1.2 million repayment of the industrial bonds and the monthly principal payments related to a capital lease obligation. Concurrent with the PackerWare acquisition, Berry entered into a financing and security agreement with NationsBank, N.A. (the "Credit Agreement") for a senior secured line of credit in an aggregate principal amount of $60.0 million (the "Credit Facility"). As a result of the acquisition of assets of Virginia Design and the acquisition of Venture Packaging, the Credit Facility was amended and increased to $127.2 million. The indebtedness under the Credit Facility is guaranteed by Holding and Berry's subsidiaries. The Credit Facility provides the Company with a $50 million revolving line of credit, subject to a borrowing base formula, a $58.3 million term loan facility and a $18.9 million standby letter of credit facility to support Berry's and its subsidiaries' obligations under the Nevada and Iowa Industrial Revenue Bonds and the South Carolina Industrial Development Bonds. Berry borrowed all amounts available under the term loan facility to finance the PackerWare, Virginia Design and Venture Packaging acquisitions. Based on the borrowing formula as of March 28, 1998, Berry had approximately $18.5 million of additional available credit under the revolving line of credit. 3. LONG-TERM DEBT (CONTINUED) The Credit Facility matures on January 21, 2002 unless previously terminated by Berry or by the lenders upon an Event of Default as defined in the Security Agreement. The term loan facility requires periodic quarterly payments, varying in amount, beginning in 1998 through the maturity of the facility. Interest on borrowings on the Credit Facility will be based on the lender's base rate plus .5% or LIBOR plus 2.0%, at Berry's option. The Credit Facility contains various covenants which include, among other things: (i) maintenance of certain financial ratios and compliance with certain financial tests and limitations, (ii) limitations on the issuance of additional indebtedness, and (iii) limitations on capital expenditures. 4. BERRY PLASTICS CORPORATION SUMMARY FINANCIAL INFORMATION The following summarizes financial information of Holding's wholly-owned subsidiary, Berry Plastics Corporation, and its subsidiaries.
MARCH 28, 1998 December 27, 1997 -------------- ----------------- CONSOLIDATED BALANCE SHEETS Current assets $ 71,236 $ 62,824 Property and equipment -net of accumulated depreciation 104,922 108,218 Other noncurrent assets 43,643 44,480 Current liabilities 46,008 42,158 Noncurrent liabilities 203,930 205,172 Equity (deficit) (30,137) (31,808)
THIRTEEN WEEKS ENDED MARCH 28, 1998 MARCH 29, 1997 -------------- -------------- CONSOLIDATED STATEMENTS OF OPERATIONS Net sales $ 66,731 $ 49,007 Cost of goods sold 49,248 38,396 Income (loss) before income taxes 1,684 34 Net income (loss) 1,671 (122)
Item 2. BPC Holding Corporation and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion includes certain forward-looking statements. Actual results could differ materially from those reflected by the forward- looking statements in the discussion, and a number of factors could adversely affect future results, liquidity and capital resources. These factors include, among other things, the Company's ability to pass through raw material price increases to its customers, its ability to service debt, the availability of plastic resin, the impact of changing environmental laws and changes in the level of the Company's capital investment. Although management believes it has the business strategy and resources needed for improved operations, future revenue and margin trends cannot be reliably predicted. RESULTS OF OPERATIONS 13 WEEKS ENDED MARCH 28, 1998 (THE "QUARTER") COMPARED TO 13 WEEKS ENDED MARCH 29, 1997 (THE "PRIOR QUARTER") NET SALES. Net sales increased $17.7 million, or 36%, to $66.7 million for the Quarter from $49.0 million for the Prior Quarter with an approximate 3% decrease in net selling price due primarily to competitive market conditions. The increase in net sales was attributed to a combination of the addition of Venture net sales of $10.5 million, higher drink cup sales of $0.9 million, additional housewares sales of $1.2 million, and higher container sales of $5.5 million. GROSS MARGIN. Gross margin increased by $6.9 million to $17.5 million for the Quarter from $10.6 million for the Prior Quarter. This increase of 65% includes the combined impact of the added Venture sales volume, the cyclical impact of lower raw material costs compared to the Prior Quarter, and productivity improvement initiatives. OPERATING EXPENSES. Selling expenses increased by $1.3 million to $3.6 million for the Quarter from $2.4 million for the Prior Quarter principally as a result of expanded sales coverage and increased product development and marketing expenses. General and administrative expenses increased from $2.6 million for the Prior Quarter to $4.4 million for the Quarter. The increase of $1.8 million is primarily attributable to increased patent litigation expenses and increased accrued bonus expenses. During the Quarter, one-time transition expenses related to the 1997 acquisitions were $1.0 million and $0.1 million related to the shutdown of the Reno and Anderson facilities. In the Prior Quarter, one-time transition expenses for the PackerWare and Container Industries acquisitions were $0.5 million, and costs associated with the shutdown of the Winchester facility were $0.3 million. INTEREST EXPENSE. Interest expense increased $0.9 million to $8.7 million for the Quarter compared to $7.8 million for the Prior Quarter primarily due to additional borrowings under the Credit Facility (see Note 3) to support the 1997 acquisitions (see Note 2). INCOME TAX. For the Quarter, the Company incurred income tax expenses of $0.1 million compared to an income tax benefit of $0.5 million for the Prior Quarter. The Company continues to operate in a net operating loss carryforward position for Federal income tax purposes. NET LOSS AND EBITDA. Net loss for the Quarter of $1.5 million represented a favorable change of $1.1 million from the net loss of $2.6 million for the Prior Quarter for the reasons discussed above. EBITDA, defined as income before taxes, interest, depreciation, amortization, loss (gain) on disposal of property and equipment, write-off of deferred acquisition costs, write-off of financing fees, and one-time transition expenses was $14.0 million for the Quarter compared to $8.9 million for the Prior Quarter. LIQUIDITY AND SOURCES OF CAPITAL Net cash provided by operating activities was $1.1 million for the Quarter, an increase of $5.0 million from the Prior Quarter. The increase is primarily the result of improved operating performance with net income before depreciation and amortization increasing $3.1 million from the Prior Quarter. Net working capital changes (defined as accounts receivable, inventories, prepaid expenses, other receivables, accounts payable and accrued expenses) also increased $1.3 million for the Quarter from the Prior Quarter. Capital spending of $2.0 million for the Quarter included $1.0 million for molds and machines, and $1.0 million for building and accessory equipment. Berry currently intends to finance capital spending through cash flow from operations, existing cash balances, and cash available under the NationsBank, N.A. revolving credit agreement. At March 28, 1998, the Company's cash balance was $2.7 million, and Berry had unused borrowing capacity under the Credit Facility's borrowing base of approximately $18.5 million. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Action was taken by written consent of the holders of a majority of the issued and outstanding shares of all classes of voting Common Stock of Holding, which was dated February 2, 1998, to elect the following individuals to the Board of Directors: Roberto Buaron, David M. Clarke, Lawrence G. Graev, Donald J. Hofmann, Martin R. Imbler, James A. Long and Mathew J. Lori. Since that time, James A Long has resigned and the Board has elected Joseph S. Levy to fill the vacancy. Such written consent also approved the increase in the number of shares of Class B Nonvoting Common Stock available for issuance under Holding's Stock Option Plan, which was increased by 1,000 to a total of 51,620. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: None (b) Reports on Form 8-K: None 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 thereunto duly authorized. Berry Plastics Corporation BPC Holding Corporation Berry Iowa Corporation Berry Tri-Plas Corporation May 7, 1998 /S/ JAMES M. KRATOCHVIL --------------------------------- James M. Kratochvil Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Berry Plastics Corporation and its Subsidiaries (Principal Financial and Accounting Officer) EX-27 2
5 1000 3-MOS JAN-02-1999 MAR-28-1998 2713 0 37677 901 30416 71947 174137 69214 243734 49723 307288 0 16582 6 (127999) 243734 66730 0 49248 59679 0 175 8665 (1509) 13 (1522) 0 0 0 (1522) 0 0
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