-----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, IhwL+7XuvHIFl8wZ9PxnoerIqHKvXUDGjuDxIH1Iym4tO4+QbAFDmYUq+HekrN7S EJ68R/K3uLZbA0WylbuKAQ== 0000891020-97-001247.txt : 19970925 0000891020-97-001247.hdr.sgml : 19970925 ACCESSION NUMBER: 0000891020-97-001247 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970831 FILED AS OF DATE: 19970923 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPEEDFAM INTERNATIONAL INC CENTRAL INDEX KEY: 0000949301 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 362421613 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26784 FILM NUMBER: 97684393 BUSINESS ADDRESS: STREET 1: 305 NORTH 54TH STREET CITY: CHANDLER STATE: AZ ZIP: 85226 BUSINESS PHONE: 6027052100 MAIL ADDRESS: STREET 1: 305 NORTH 54TH STREET STREET 2: KELVIN WEST COMPTROLLER CITY: CHANDLER STATE: AZ ZIP: 85226 10-Q 1 FORM 10-Q FOR THE PERIOD ENDING 8-31-97 1 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 August 31, 1997 / / 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 0-26784 SPEEDFAM INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Illinois 36-2421613 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 305 North 54th Street, Chandler, Arizona 85226 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 705-2100 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- -------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (September 18, 1997). Common Stock, no par value: 13,486,540 shares 2 SPEEDFAM INTERNATIONAL, INC. INDEX
Page ---- PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets August 31, 1997 and May 31, 1997......................... 2 Condensed Consolidated Statements of Earnings Three Months Ended August 31, 1997 and 1996.............. 3 Condensed Consolidated Statements of Cash Flows Three Months Ended August 31, 1997 and 1996.............. 4 Notes to Condensed Consolidated Financial Statements..... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................. 8 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K........................... 12 SIGNATURE.................................................................... 13
EXHIBIT INDEX Exhibit 11 Computation of Net Earnings Per Share Exhibit 27 Financial Data Schedule 3 PART I - FINANCIAL INFORMATION SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands)
AUGUST 31, MAY 31, 1997 1997 ---------- -------- ASSETS Current assets: Cash and cash equivalents $ 70,491 $ 76,895 Trade accounts and notes receivable, net 46,401 38,021 Inventories 39,388 35,849 Other current assets 4,290 4,950 -------- -------- Total current assets 160,570 155,715 Investments in affiliates 24,844 23,956 Property, plant and equipment, net 32,294 24,582 Other assets 2,387 2,247 -------- -------- Total assets 220,095 206,500 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings and current portion of long-term debt $ 226 $ 250 Accounts payable and due to affiliates 31,381 25,747 Customer deposits 4,755 4,165 Other current liabilities 17,979 18,731 -------- -------- Total current liabilities 54,341 48,893 -------- -------- Long-term liabilities: Long-term debt 230 272 Deferred income taxes 802 802 -------- -------- Total long-term liabilities 1,032 1,074 -------- -------- Stockholders' equity: Common stock, no par value, 20,000,000 shares authorized, 13,475,036 and 13,323,547 shares issued and outstanding at August 31, 1997 and May 31, 1997, respectively 1 1 Additional paid-in capital 107,056 105,522 Retained earnings 55,023 49,466 Foreign currency translation adjustment 2,642 1,544 -------- -------- Total stockholders' equity 164,722 156,533 -------- -------- Total liabilities and stockholders' equity $220,095 $206,500 ======== ========
See Accompanying Notes to Condensed Consolidated Financial Statements. 2 4 SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS THREE MONTHS ENDED AUGUST 31, 1997 AND 1996 (dollars and shares in thousands, except per share data)
Three Months Ended August 31, August 31, 1997 1996 ---------- ---------- Revenue: Net sales $51,915 $ 38,059 Commissions from affiliate 1,932 1,669 ------- -------- Total revenue 53,847 39,728 Cost of sales 30,831 25,782 ------- -------- Gross margin 23,016 13,946 Research, development and engineering 6,785 3,781 Selling, general and administrative 9,369 6,805 ------- -------- Operating profit 6,862 3,360 Other income (expense) 759 (445) ------- -------- Earnings from consolidated companies before income taxes 7,621 2,915 Income tax expense 2,793 1,063 ------- -------- Earnings from consolidated companies 4,828 1,852 Equity in net earnings of affiliates 729 2,186 ------- -------- Net earnings $ 5,557 $ 4,038 ======= ======== Net earnings per share $ .39 $ .36 ======= ======== Weighted average common and common equivalent shares 14,242 11,277 ======= ========
See Accompanying Notes to Condensed Consolidated Financial Statements. 3 5 SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED AUGUST 31, 1997 AND 1996 (dollars in thousands)
THREE MONTHS ENDED AUGUST 31, AUGUST 31, 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 5,557 $ 4,038 Adjustments to reconcile net earnings to net cash used in operating activities: Equity in net earnings of affiliates (729) (2,186) Depreciation and amortization 743 463 Other 11 167 Changes in assets and liabilities: (Increase) decrease in trade accounts and notes receivable (8,387) 1,864 Increase in inventories (3,513) (3,363) Decrease in other current assets 659 191 Increase (decrease) in accounts payable and due to affiliates 5,641 (5,436) Decrease in accrued expenses, customer deposits and other liabilities (183) (154) -------- -------- Net cash used in operating activities (201) (4,416) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (8,424) (2,295) Dividend from affiliate 875 454 Other investing activities (153) (218) -------- -------- Net cash used in investing activities (7,702) (2,059) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of stock options 594 57 Proceeds from sale of stock to employees 940 273 Principal payments on long-term debt (66) (308) -------- -------- Net cash provided by financing activities 1,468 22 -------- -------- Effects of foreign currency rate changes on cash 31 89 -------- -------- Net decrease in cash and cash equivalents (6,404) (6,364) Cash and cash equivalents at beginning of year 76,895 10,871 -------- -------- Cash and cash equivalents at August 31, 1997 and 1996 $ 70,491 $ 4,507 ======== ========
See Accompanying Notes to Condensed Consolidated Financial Statements. 4 6 SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) (1) BASIS OF PRESENTATION The condensed consolidated financial statements included herein have been prepared by management without audit. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although management believes that the disclosures made are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended May 31, 1997, as filed with the Securities and Exchange Commission on August 26, 1997 as part of its Annual Report on Form 10-K. In the opinion of management the information furnished herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of results for the interim periods presented. Results of operations for the three months ended August 31, 1997 are not necessarily indicative of results to be expected for the full fiscal year. (2) INVENTORIES The components of inventory were:
August 31, May 31, 1997 1997 ---------- ------- Raw materials $20,735 $16,323 Work-in-process 14,677 16,030 Finished goods 3,976 3,496 ------- ------- $39,388 $35,849 ======= =======
(3) INVESTMENTS IN AFFILIATES The Company owns a 50% interest in SpeedFam Co., Ltd. The Company's equity interest in SpeedFam Co., Ltd. was $20,822 and $20,363 at August 31, 1997 and at May 31, 1997, respectively, based on the balance sheet of SpeedFam Co., Ltd. at July 31, 1997 and April 30, 1997, respectively. The remaining equity interest included in investments in affiliates relates to the Company's 50% ownership interest in Fujimi Corporation. Condensed consolidated financial statements of SpeedFam Co., Ltd., which are consolidated on a fiscal year that ends April 30, are as follows: 5 7 SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) BALANCE SHEETS
JULY 31, APRIL 30, 1997 1997 -------- -------- ASSETS Total current assets $132,857 $115,671 Investment in affiliates 818 780 Property, plant and equipment, net 32,500 30,327 Deferred income taxes and other assets 8,701 6,922 -------- -------- Total assets $174,876 $153,700 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Total current liabilities $115,042 $ 96,034 Long-term debt 10,736 10,786 Other long-term liabilities 7,454 6,154 Stockholders' equity Common stock 664 664 Retained earnings 35,825 37,049 Foreign currency translation adjustment 4,875 2,817 Unrealized gains on marketable securities 280 196 -------- -------- Total liabilities and stockholders' equity $174,876 $153,700 ======== ========
STATEMENTS OF EARNINGS AND RETAINED EARNINGS
Three Months Ended July 31, ------------------------ 1997 1996 ---- ---- Net sales $ 60,114 $ 56,750 Costs and operating expenses 59,289 48,792 -------- -------- Earnings before income taxes 825 7,958 Income taxes 424 4,103 -------- -------- Net earnings before minority interest 401 3,855 Minority interest (125) 34 -------- -------- Net earnings 526 3,821 Beginning retained earnings 37,049 26,943 Dividends (1,750) (907) -------- -------- Ending retained earnings $ 35,825 $ 29,857 ======== ========
6 8 SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands) The Company pays a commission to SpeedFam Co., Ltd. on sales of equipment produced by the Company in the U. S. and exported to Pacific Rim customers through SpeedFam Co., Ltd. As of August 31, 1997 the Company had accrued $2.3 million of commission expense to SpeedFam Co., Ltd. (4) LONG-TERM DEBT On August 29, 1997, the Company successfully negotiated a new unsecured credit facility with its U.S bank group. The new credit agreement provides for a revolving loan facility in the amount of $60 million with a term of three years. Should the loan be utilized, principal will be repaid at the end of the loan term. Interest will accrue and be paid monthly on the outstanding balance based on a 90 day LIBOR rate plus 25 to 100 basis points. The Company must meet certain financial objectives each year as defined in the credit agreement. At August 31, 1997, no amounts were outstanding on this loan facility. (5) OFFERING OF COMMON STOCK On September 17, 1997, the Company filed a registration statement on Form S-3 with the Securities and Exchange Commission reflecting a registration of 2,170,000 shares of common stock, 2,000,000 of which will be offered by the Company. (6) DERIVATIVE FINANCIAL INSTRUMENTS The Company uses derivative financial instruments to offset exposure to market risks arising from changes in foreign exchange rates. Derivative financial instruments currently utilized by the Company primarily include foreign currency forward contracts. The Company evaluates and monitors consolidated net exposures by currency and maturity, and external derivative financial instruments correlate with that net exposure in all material respects. Gains or losses related to hedges of firm commitments are deferred and included in the basis of the transaction when it is completed. Gains or losses on unhedged foreign currency transactions are included in income as part of cost of sales. 7 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SEGMENTS The Company's total revenue consists of net sales in two segments: (i) equipment, parts and expendables, and (ii) slurries, as well as commissions earned on the distribution in the U.S. and Europe of products produced by SpeedFam Co., Ltd., the Company's Far East Joint Venture. RESULTS OF OPERATIONS The following table sets forth certain consolidated statements of earnings data for the periods indicated as a percentage of total revenue:
Three Months Ended August 31, August 31, 1997 1996 ---------- ---------- Revenue: Net sales 96.4% 95.8% Commissions from affiliate 3.6 4.2 ----- ----- Total revenue 100.0 100.0 Cost of sales 57.3 64.9 ----- ----- Gross margin 42.7 35.1 Research, development and engineering 12.6 9.5 Selling, general and administrative 17.4 17.1 ----- ----- Operating profit 12.7 8.5 Other income (expense) 1.5 (1.1) ----- ----- Earnings from consolidated companies before income taxes 14.2 7.4 Income tax expense 5.2 2.7 ----- ----- Earnings from consolidated companies 9.0 4.7 Equity in net earnings of affiliates 1.3 5.5 ----- ----- Net earnings 10.3% 10.2% ===== =====
8 10 Net Sales. The Company's net sales for the three months ended August 31, 1997 were $51.9 million, an increase of 36.4% over net sales of $38.1 million for the corresponding period in the prior year. Sales of equipment, parts and expendables increased to $43.8 million or 84.4% of net sales in the first quarter of fiscal 1998, up from $31.2 million or 82.0% of net sales in the same period of fiscal 1997. The growth in this segment was attributable to higher sales of the Company's CMP systems to the semiconductor industry. Sales of CMP systems generated $30.7 million, or 59.1% of net sales, nearly double the $16.3 million, or 42.8% of net sales, reported a year earlier. The growth in net sales was also attributable to an increase in sales of slurries. Sales of slurries increased 18.7% to $8.1 million or 15.6% of net sales in the first quarter of fiscal 1998 from $6.8 million or 18.0% in the comparable period of fiscal 1997. Sales to the thin film memory disk media market accounted for $15.6 million, or 30.0% of net sales, compared with $15.5 million, or 40.9%, for the first quarter of fiscal 1997. Although overall sales to this market were flat with the prior year, equipment sales declined due to general over capacity in the memory disk market and increased competition, which the Company expects to continue for at least the next several quarters. Commissions from Affiliate. Commissions from affiliate increased to $1.9 million during the first quarter of fiscal 1998 from $1.7 million in the corresponding period of fiscal 1997. Gross Margin. Gross margin increased to $23.0 million or 42.7% of total revenue for the three months ended August 31, 1997 from $13.9 million or 35.1% of total revenue for the three months ended August 31, 1996. The increase was due to the continued shift in the revenue mix to higher margin CMP systems. Research, Development and Engineering. Research, development and engineering expenses were $6.8 million or 12.6% of total revenue in the first quarter of fiscal 1998 up from $3.8 million or 9.5% of total revenue in the first quarter of fiscal 1997. This increase reflected the Company's significant investment in dry-in/dry-out and end-point detection capabilities for its CMP systems; upgrading a key product in the memory disk polishing market; and various process technologies for the semiconductor device, thin film memory disk media and silicon wafer markets. Selling, General and Administrative. Selling, general and administrative expenses were $9.4 million, or 17.4% of total revenue, compared with $6.8 million, or 17.1%, a year ago. The percentage increase was due primarily to higher commissions paid to the Far East Joint Venture for sales of CMP systems manufactured in the United States, and continued investments in the Company's sales, support and administrative infrastructure. Other Income (Expense). Other income increased to $759,000 in the first quarter of fiscal 1998 from $445,000 of other expense in the comparable period of fiscal 1997. Other income consisted almost entirely of interest income in the first quarter of fiscal 1998. Equity in Net Earnings of Affiliates. The Company's equity in the net earnings of its joint ventures was $729,000 for the first quarter, down from $2.2 million a year ago, as a result of decreased net earnings of the Far East Joint Venture. The Far East Joint Venture recently adopted an aggressive pricing strategy designed to gain market share for its new automated disk polishing systems. Although the Far East Joint Venture expects this gross margin pressure to continue to negatively impact the Far East Joint Venture's earnings for at least the near term, the Far East Joint Venture believes that this pricing strategy represents an important strategic investment. 9 11 LIQUIDITY AND CAPITAL RESOURCES For the three months ended August 31, 1997, $201,000 in cash was used in operating activities. Cash provided by net earnings and increases in accounts payable and due to affiliates was offset by increases in accounts receivable and inventories. On August 29, 1997, the Company successfully negotiated a new unsecured credit facility with its U.S bank group which replaced the $22.5 million credit facility and a $14 million term loan commitment. The new credit agreement provides for a revolving loan facility in the amount of $60 million with a term of three years. At August 31, 1997, no amounts were outstanding on this loan facility. On September 17, 1997, the Company filed a registration statement on Form S-3 with the Securities and Exchange Commission reflecting a registration of 2,170,000 shares of common stock, 2,000,000 of which will be offered by the Company. The Company currently anticipates capital expenditures of approximately $30.5 million for fiscal 1998. The Company believes that cash generated from operations, together with the anticipated proceeds from the offering described above and the revolving loan facilities will be sufficient to meet the Company's capital requirements during at least the next 12 months. Statement of Financial Accounting Standards ("SFAS") No. 128 , "Earnings per Share" is effective for financial statements issued for periods ending after December 15, 1997. SFAS No. 128 replaces Accounting Principles Board Opinion ("APB") No. 15 and simplifies the computation of earnings per share ("EPS") by replacing the presentation of primary EPS with a presentation of basic EPS. Basic EPS includes no dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution from securities that could share in the earnings of the Company, similar to fully diluted EPS under APB No. 15. The Statement requires dual presentation of basic and diluted EPS by entities with complex capital structures. The Company will adopt SFAS No. 128 for the financial statements for the year ended May 31, 1998. SFAS No. 130, "Reporting Comprehensive Income" is effective for fiscal years beginning after December 15, 1997. SFAS No. 130 established standards for the reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. The Statement requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company is evaluating the Statement's provisions to conclude how it will present comprehensive income it its financial statements, and has not yet determined the amounts to be disclosed. The Company will adopt SFAS No. 130 effective June 1, 1998. SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" is effective for financial statements for periods beginning after December 15, 1997. SFAS No. 131 establishes standards for the way that public business enterprises report financial and descriptive information about reportable operating segments in annual financial statements and interim financial reports issued to stockholders. SFAS No. 131 supersedes SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise," but retains the requirement to report information about major customers. The Company is evaluating the new Statement's provisions to determine the additional disclosures required in its financial statements, if any. The Company will adopt SFAS No. 131 effective June 1, 1998. 10 12 Certain statements and information in this Form 10-Q constitute "forward-looking statements" within the meaning of the federal securities laws. Such forward-looking statements involve risks and uncertainties which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that may affect the Company's business and may therefore affect actual results include, among others, the cyclical nature of the Company's business and the industries which it serves, the Company's dependence on new product development and the effects of rapid technological change in the semiconductor and disk media industries, including the effects of significant competition in these industries, the normal fluctuations in the Company's quarterly operating results, including the effects of the Far East Joint Venture's results of operations. This is only a summary of some of the important factors that could cause actual results to vary. For a more complete description of these and other factors, refer to "Certain Factors Affecting the Company's Business" in the Company's Form 10-K filed with the Securities and Exchange Commission. The Company undertakes no obligation to update the information, including the forward-looking statements, in the Form 10-Q. 11 13 SPEEDFAM INTERNATIONAL, INC. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Exhibit - 11 Computation of Net Earnings Per Share Exhibit - 27 Financial Data Schedule (b) Reports on Form 8-K. None 12 14 SPEEDFAM INTERNATIONAL, INC. 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. SPEEDFAM INTERNATIONAL, INC. /s/ Roger K. Marach Date: September 23, 1997 By Roger K. Marach Treasurer and Chief Financial Officer (As Chief Accounting Officer and Duly Authorized Officer of SpeedFam International, Inc.) 13 15 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ----------- 11 Computation of Net Earnings Per Share 27 Financial Data Schedule
14 EX-11 2 COMPUTATION OF NET EARNINGS PER SHARE 1 Exhibit 11 SPEEDFAM INTERNATIONAL, INC. COMPUTATION OF NET EARNINGS PER SHARE THREE MONTHS ENDED AUGUST 31, 1997 AND 1996 (dollars and shares in thousands, except per share data)
Three Months Ended August 31, August 31, 1997 1996 ---------- ---------- Net Earnings $ 5,557 $ 4,038 ======= ======= Weighted average shares: Common shares outstanding 13,398 10,534 Common equivalent shares issuable upon exercise of employee stock options using the treasury stock method 844 743 ------- ------- Shares used in net earnings per share 14,242 11,277 ======= ======= Net earnings per share $ 0.39 $ 0.36 ======= =======
15 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 U.S. DOLLARS 3-MOS MAY-31-1998 JUN-01-1997 AUG-31-1997 1 70,491 0 46,401 0 39,388 160,570 32,294 0 220,095 54,341 0 0 0 1 164,721 220,095 51,915 53,847 30,831 46,985 (759) 0 0 7,621 2,793 4,828 0 0 0 5,557 0.39 0
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