UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1937
Date of Report (Date of earliest event reported): June 2, 2009
Daktronics, Inc.
(Exact name of registrant as specified in its charter)
South Dakota |
0-23246 |
46-0306862 |
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
Incorporation or organization |
File Number) |
Identification Number) |
201 Daktronics Drive
Brookings, SD 57006
(Address of principal executive office) (zip code)
(605) 692-0200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Item 2.02 |
Results of Operations and Financial Condition |
On June 2, 2009, Daktronics, Inc. (the “Registrant”) issued a press release announcing financial results for the fiscal 2009 fourth quarter ending May 2, 2009. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this report, including the exhibit, shall not be incorporated by reference into Daktronics’ filings with the Securities and Exchange Commission under the Securities Act of 1933 and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Securities Act of 1934.
Item 9.01 |
Financial Statements and Exhibits: |
|
(c) Exhibits. The following exhibit is furnished as part of this Report: |
|
99.1 |
News Release dated June 2, 2009 issued by Registrant regarding fourth quarter fiscal 2009 results |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|
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DAKTRONICS, INC. |
|
|
By: |
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|
|
|
|
William R. Retterath, Chief Financial Officer |
Date: June 2, 2009
EXHIBIT INDEX
Exhibit No. |
Description |
Daktronics, Inc. Announces Fourth Quarter and Fiscal 2009 Results
• Net sales increase 16 percent for fiscal 2009 and decrease 6 percent for the fourth quarter of fiscal 2009
compared to fiscal 2008
• Earnings per share increase 2 percent for fiscal 2009 and decrease 93 percent for the fourth quarter of fiscal 2009 compared to fiscal 2008
• Expects sales and earnings to decline in fiscal 2010
• Declares annual cash dividend of $0.095 per share based on continued positive cash flow performance
Brookings, S.D. – June 2, 2009 - Daktronics, Inc. (Nasdaq - DAKT) today reported fiscal 2009 fourth quarter net sales of $121.8 million and net income of $0.3 million, or $0.01 per diluted share, compared to net sales of $129.1 million and net income of $5.7 million, or $0.14 per diluted share, for the fourth quarter of fiscal 2008. Backlog at the end of the 2009 fourth quarter was approximately $120 million, compared with a backlog of approximately $175 million a year earlier and $128 million at the end of the third quarter of fiscal 2009.
Net sales for the fiscal year ended May 2, 2009 totaled $581.9 million, up over 16 percent from net sales of $499.7 million in 2008. Net income for fiscal 2009 was $26.4 million, a one percent increase from net income of $26.2 million in fiscal 2008. Earnings per diluted share for the year ended May 2, 2009 were $0.64, compared to $0.63 per diluted share for the year ended April 26, 2008.
“During the quarter, we successfully launched new mega systems for two major league baseball facilities in New York that are showcases for our products and reflect the quality and dedication of our employees,” said Jim Morgan, president and chief executive officer. “We are excited about what this means for the long-term; however, we continue to be adversely impacted by the economic environment, with the largest impact being within our Commercial and International business units. Orders for the fourth quarter of fiscal 2009 were up five percent in our Live Events and Schools and Theatres business units, and over 55 percent in our Transportation business unit as compared to the fourth quarter of fiscal 2008. This increase was offset by order declines of 62 percent and 85 percent in our Commercial and International business units, respectively. As previously discussed, the largest decline in our Commercial business unit is due to the pullback in capital spending by the major outdoor billboard companies. Based on industry reports, we do not expect any noticeable recovery in this niche until calendar 2011, at the earliest.”
Morgan continued, “Our response to this overall downturn has been and will continue to be to adjust our infrastructure without harming our long-term opportunities. We are working diligently to decrease expenses where possible. This includes reductions in personnel, limitations on capital expenditures and, most importantly, establishing a tone within the company that expense reduction coupled with a focus on lean initiatives in manufacturing and administration are vital for our position when the economy improves.”
“For fiscal 2010, we expect to see a significant reduction in orders and sales,” said Morgan. “It’s very difficult to forecast the business at this point, but we are focusing our strategic initiatives and cost controls under an assumption that the fourth quarter net sales level is an indicator of the trend for the year as a whole. In addition to an expected decline in our commercial business, as discussed above, we also expect a decline in our live events business. However, it’s important to keep the expected decline in live events in perspective. With live events experiencing a revenue growth of 60 percent this past year, it would be appropriate, even in normal economic times, to expect a sequential year decline due to the natural volatility of that business. On the competitive environment, we have seen some very aggressive pricing, especially on larger projects. Although we believe some of the pricing we are seeing from competitors is not sustainable, it can have an adverse impact on us in the short term. At the same time we have renewed our emphasis on product development to reduce the cost of our products while still delivering products that are second to none in the industry. Nonetheless, we see gross margin pressure as a factor for the near term.”
“Our gross margin for the quarter was significantly less than expected due to a number of factors, including lower than expected margin on contracts,” said Bill Retterath, chief financial officer. “We also continue to see pressure resulting from the excess capacity, warranty costs and the competitive environment. We have made improvements by decreasing costs that impact gross profit, and further efforts in this regard remain a high priority for us. On the positive side, we continued to show declines in operating expenses overall and have plans to decrease this spending more in fiscal 2010.”
Morgan concluded, “We have ended the 2009 fiscal year with a strong cash position and we are confident that we can continue to improve our cash position during fiscal year 2010. With no debt, and by approaching capital expenditures primarily with a view towards maintenance rather than growth, we believe that a dividend continues to be an effective use of our growing cash balances. Our priorities for the use of cash in fiscal 2010 are to continue to fund operations on a scaled back basis, explore and develop new and better product offerings, invest in business process initiatives and pay dividends to our shareholders.”
The annual cash dividend will be payable June 23, 2009, to shareholders of record as of the close of business June 9, 2009. Although the company intends to pay regular annual dividends for the foreseeable further, subsequent dividends will continue to be reviewed annually and declared by the Board at its discretion.
Webcast Information
The company will host a conference call and webcast to discuss its financial results today at 10:00 am (Central Time). This call will be broadcast live at http://investor.daktronics.com and available for replay shortly after the event.
About Daktronics |
Daktronics has strong leadership positions in, and is the world’s largest supplier of, large screen video displays, electronic scoreboards, LED text and graphics displays, and related control systems. The company excels in the control of display systems, including those that require integration of multiple complex displays showing real-time information, graphics, animation and video. Daktronics designs, manufactures, markets and services display systems for customers around the world, in Sport, Business, Schools and Theaters and Transportation segments. For more information, visit the company’s World Wide Web site at: http://www.daktronics.com, e-mail the company at investor@daktronics.com, call (605) 692-0200 or toll-free (800) 843-5843 in the United States or write to the company at 201 Daktronics Dr., PO Box 5128 Brookings, S.D. 57006-5128.
Safe Harbor Statement
Cautionary Notice: In addition to statements of historical fact, this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the protection of that Act. These forward-looking statements reflect the Company’s expectations or beliefs concerning future events. The Company cautions that these and similar statements involve risk and uncertainties which could cause actual results to differ materially from our expectation, including, but not limited to, changes in economic and market conditions, management of growth, timing and magnitude of future contracts, and other risks noted in the company’s SEC filings, including its Annual Report on Form 10-K for its 2008 fiscal year and its Quarterly Reports on Form 10-Q for the quarters ended August 2, 2008, November 1, 2008 and January 31, 2009. Forward-looking statements are made in the context of information available as of the date stated. The Company undertakes no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.
-- END --
For more information contact: |
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INVESTOR RELATIONS: |
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Bill Retterath, Chief Financial Officer |
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(605) 692-0200 |
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Investor@daktronics.com
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Financial tables are included on the following pages.
Daktronics, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands, except per share amounts)
(unaudited)
|
|
||||||||||||||||||||
|
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||||||
|
|
|
May 2, |
|
|
April 26, |
|
|
May 2, |
|
|
April 26, |
|
||||||||
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
||||||||
Net sales |
$ |
121,823 |
|
|
$ |
129,117 |
|
|
$ |
581,931 |
|
|
$ |
499,677 |
|
||||||
Cost of goods sold |
|
94,163 |
|
|
|
92,788 |
|
|
|
426,573 |
|
|
|
352,087 |
|
||||||
Gross profit |
|
27,660 |
|
|
|
36,329 |
|
|
|
155,358 |
|
|
|
147,590 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Selling |
|
14,932 |
|
|
|
16,094 |
|
|
|
62,335 |
|
|
|
62,479 |
|
|||||
|
General and administrative |
|
6,975 |
|
|
|
6,736 |
|
|
|
28,787 |
|
|
|
26,040 |
|
|||||
|
Product design and development |
|
4,637 |
|
|
|
5,863 |
|
|
|
21,619 |
|
|
|
20,828 |
|
|||||
|
|
|
26,544 |
|
|
|
28,693 |
|
|
|
112,741 |
|
|
|
109,347 |
|
|||||
|
Operating income |
|
1,116 |
|
|
|
7,636 |
|
|
|
42,617 |
|
|
|
38,243 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nonoperating income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Interest income |
|
504 |
|
|
|
462 |
|
|
|
2,068 |
|
|
|
1,757 |
|
|||||
|
Interest expense |
|
(47 |
) |
|
|
(158 |
) |
|
|
(244 |
) |
|
|
(1,423 |
) |
|||||
|
Other income (expense), net |
|
(510 |
) |
|
|
(460 |
) |
|
|
(2,888 |
) |
|
|
1,049 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes |
|
1,063 |
|
|
|
7,480 |
|
|
|
41,553 |
|
|
|
39,626 |
|
||||||
|
Income tax expense |
|
719 |
|
|
|
1,770 |
|
|
|
15,125 |
|
|
|
13,413 |
|
|
||||
|
Net income |
$ |
344 |
|
|
$ |
5,710 |
|
|
$ |
26,428 |
|
|
$ |
26,213 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Basic |
|
40,652 |
|
|
|
40,180 |
|
|
|
40,537 |
|
|
|
39,918 |
|
|
||||
|
Diluted |
|
40,949 |
|
|
|
41,158 |
|
|
|
41,152 |
|
|
|
41,337 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Basic |
$ |
0.01 |
|
|
$ |
0.14 |
|
|
$ |
0.65 |
|
|
$ |
0.66 |
|
|
||||
|
Diluted |
$ |
0.01 |
|
|
$ |
0.14 |
|
|
$ |
0.64 |
|
|
$ |
0.63 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Cash dividend paid per share |
$ |
- |
|
|
$ |
- |
|
|
$ |
0.09 |
|
|
$ |
0.07 |
|
|
||||
-- MORE --
Daktronics, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands)
|
|
|
|
May 2, |
|
|
|
||||||
|
|
|
|
2009 |
|
April 26, |
|
||||||
|
|
|
|
(unaudited) |
|
2008 |
|
||||||
ASSETS |
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|||||||
CURRENT ASSETS: |
|
|
|
|
|
|
|||||||
|
Cash, cash equivalents and restricted cash |
$ |
37,584 |
|
$ |
9,782 |
|
||||||
|
Accounts receivable, less allowance for doubtful accounts |
|
61,412 |
|
|
56,516 |
|
||||||
|
Inventories |
|
51,400 |
|
|
50,525 |
|
||||||
|
Costs and estimated earnings in excess of billings |
|
27,541 |
|
|
27,126 |
|
||||||
|
Current maturities of long-term receivables |
|
7,962 |
|
|
7,435 |
|
||||||
|
Prepaid expenses and other |
|
5,587 |
|
|
4,796 |
|
||||||
|
Deferred income taxes |
|
15,017 |
|
|
9,517 |
|
||||||
|
Property and equipment available for sale |
|
470 |
|
|
-- |
|
||||||
|
|
Total current assets |
|
206,973 |
|
|
165,697 |
|
|||||
|
|
|
|
|
|
|
|||||||
Advertising rights, net |
|
2,392 |
|
|
3,457 |
|
|||||||
Long-term receivables, less current maturities |
|
15,879 |
|
|
16,837 |
|
|||||||
Investments in affiliates |
|
2,541 |
|
|
2,998 |
|
|||||||
Goodwill |
|
4,549 |
|
|
4,722 |
|
|||||||
Intangible and other assets |
|
2,804 |
|
|
3,102 |
|
|||||||
Deferred income taxes |
|
311 |
|
|
143 |
|
|||||||
|
|
28,476 |
|
|
31,259 |
|
|||||||
PROPERTY AND EQUIPMENT: |
|
|
|
|
|
|
|||||||
|
Land |
|
1,204 |
|
|
3,190 |
|
||||||
|
Buildings |
|
50,810 |
|
|
49,464 |
|
||||||
|
Machinery and equipment |
|
50,013 |
|
|
44,743 |
|
||||||
|
Office furniture and equipment |
|
52,369 |
|
|
45,482 |
|
||||||
|
Equipment held for rental |
|
2,423 |
|
|
2,658 |
|
||||||
|
Demonstration equipment |
|
8,021 |
|
|
7,516 |
|
||||||
|
Transportation equipment |
|
5,115 |
|
|
6,106 |
|
||||||
|
|
|
169,955 |
|
|
159,159 |
|
||||||
|
|
Less accumulated depreciation |
|
(80,528 |
) |
|
(61,636 |
) |
|||||
|
|
|
|
|
89,427 |
|
|
97,523 |
|
||||
TOTAL ASSETS |
$ |
324,876 |
|
$ |
294,479 |
|
|||||||
-- MORE --
Daktronics, Inc. and Subsidiaries
Consolidated Balance Sheets (continued)
(in thousands)
|
|
|
|
May 2, |
|
|
|
||||
|
|
|
|
2009 |
|
April 26, |
|
||||
|
|
|
|
(Unaudited) |
|
2008 |
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
CURRENT LIABILITIES: |
|
|
|
|
|
|
|||||
|
Accounts payable |
$ |
30,273 |
|
$ |
31,540 |
|
||||
|
Accrued expenses and warranty obligations |
|
35,548 |
|
|
26,100 |
|
||||
|
Current maturities of long-term debt and marketing obligations |
|
367 |
|
|
910 |
|
||||
|
Billings in excess of costs and estimated earnings |
|
13,769 |
|
|
24,560 |
|
||||
|
Customer deposits |
|
10,007 |
|
|
12,113 |
|
||||
|
Deferred revenue |
|
9,531 |
|
|
6,980 |
|
||||
|
Income taxes payable |
|
2,935 |
|
|
949 |
|
||||
|
Total current liabilities |
|
102,430 |
|
|
103,152 |
|
||||
|
|
|
|
|
|
|
|||||
Long-term debt, less current maturities |
|
23 |
|
|
55 |
|
|||||
Long-term marketing obligations, less current maturities |
|
759 |
|
|
646 |
|
|||||
Long-term warranty obligations and other payables |
|
4,805 |
|
|
3,766 |
|
|||||
Deferred income taxes |
|
4,948 |
|
|
3,607 |
|
|||||
|
|
10,535 |
|
|
8,074 |
|
|||||
TOTAL LIABILITIES |
|
112,965 |
|
|
111,226 |
|
|||||
|
|
|
|
|
|
|
|||||
SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|||||
Common stock |
|
27,872 |
|
|
25,638 |
|
|||||
Additional paid-in capital |
|
13,898 |
|
|
10,398 |
|
|||||
Retained earnings |
|
170,705 |
|
|
147,912 |
|
|||||
Treasury stock, at cost |
|
(9 |
) |
|
(9 |
) |
|||||
Accumulated other comprehensive loss |
|
(555 |
) |
|
(686 |
) |
|||||
TOTAL SHAREHOLDERS’ EQUITY |
|
211,911 |
|
|
183,253 |
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
324,876 |
|
$ |
294,479 |
|
|||||
-- MORE --
Daktronics, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
|
|
Years Ended |
|||||||||
|
|
|
|
May 2, 2009 |
|
April 26, 2008 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
||||||||
|
Net income |
$ |
26,428 |
|
|
$ |
26,213 |
|
|||||
|
Adjustments to reconcile net income to net cash provided |
|
|
|
|
|
|
|
|||||
|
by operating activities: |
|
|
|
|
|
|
|
|||||
|
Depreciation |
|
24,133 |
|
|
|
20,806 |
|
|||||
|
Amortization |
|
315 |
|
|
|
315 |
|
|||||
|
Gain on sale of property and equipment |
|
(862 |
) |
|
|
(7 |
) |
|||||
|
Gain on sale of equity investment |
|
-- |
|
|
|
(2,878 |
) |
|||||
|
Stock-based compensation |
|
3,154 |
|
|
|
2,628 |
|
|||||
|
Equity in losses of affiliates |
|
2,404 |
|
|
|
2,402 |
|
|||||
|
Provision for doubtful accounts |
|
419 |
|
|
|
145 |
|
|||||
|
Deferred income taxes, net |
|
(4,326 |
) |
|
|
(785 |
) |
|||||
|
Change in operating assets and liabilities |
|
(2,934 |
) |
|
|
10,994 |
|
|||||
|
|
Net cash provided by operating activities |
|
48,731 |
|
|
|
59,833 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
||||||
|
Purchase of property and equipment |
|
(22,888 |
) |
|
|
(33,916 |
) |
|||||
|
Loans to equity investees |
|
(665 |
) |
|
|
-- |
|
|||||
|
Cash consideration paid for equity method investments |
|
-- |
|
|
|
(750 |
) |
|||||
|
Proceeds from sale of property and equipment |
|
4,667 |
|
|
|
523 |
|
|||||
|
Proceeds from sale of investments |
|
-- |
|
|
|
7,000 |
|
|||||
|
|
Net cash used in investing activities |
|
(18,886 |
) |
|
|
(27,143 |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
||||||
|
Net payments on notes payable |
|
-- |
|
|
|
(24,615 |
) |
|||||
|
Proceeds from exercise of stock options |
|
630 |
|
|
|
2,335 |
|
|||||
|
Excess tax benefits from stock-based compensation |
|
345 |
|
|
|
339 |
|
|||||
|
Principal payments on long-term debt |
|
(546 |
) |
|
|
(563 |
) |
|||||
|
Dividend paid |
|
(3,635 |
) |
|
|
(2,770 |
) |
|||||
|
|
Net cash used in financing activities |
|
(3,206 |
) |
|
|
(25,274 |
) |
||||
|
|
|
|
|
|
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS |
|
537 |
|
|
|
(681 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|||
INCREASE IN CASH AND CASH EQUIVALENTS |
|
27,176 |
|
|
|
6,735 |
|
||||||
|
|
|
|
|
|
|
|
||||||
CASH AND CASH EQUIVIALENTS BEGINNING OF PERIOD |
|
9,325 |
|
|
|
2,590 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||
CASH AND CASH EQUIVALENTS END OF PERIOD |
$ |
36,501 |
|
|
$ |
9,325 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
-- MORE --
Daktronics, Inc. and Subsidiaries
Sales and Orders By Segment
(in thousands)
(unaudited)
|
|
||||||||||||||||||
|
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||||||||||||
|
|
|
May 2, |
|
|
April 26, |
|
|
May 2, |
|
|
April 26, |
|
||||||
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
||||||
Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Commercial |
$ |
24,232 |
|
|
$ |
46,020 |
|
|
$ |
155,851 |
|
|
$ |
180,938 |
|
|||
|
Live Events |
|
64,878 |
|
|
|
40,718 |
|
|
|
269,650 |
|
|
|
168,640 |
|
|||
|
Schools & Theatres |
|
14,293 |
|
|
|
11,815 |
|
|
|
66,444 |
|
|
|
60,919 |
|
|||
|
Transportation |
|
10,988 |
|
|
|
10,476 |
|
|
|
34,289 |
|
|
|
37,355 |
|
|||
|
International |
|
7,432 |
|
|
|
20,088 |
|
|
|
55,697 |
|
|
|
51,825 |
|
|||
|
Total Net Sales |
$ |
121,823 |
|
|
$ |
129,117 |
|
|
$ |
581,931 |
|
|
$ |
499,677 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Orders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Commercial |
$ |
21,153 |
|
|
$ |
56,299 |
|
|
$ |
135,316 |
|
|
$ |
183,555 |
|
|||
|
Live Events |
|
56,600 |
|
|
|
54,308 |
|
|
|
247,296 |
|
|
|
201,775 |
|
|||
|
Schools & Theatres |
|
16,117 |
|
|
|
15,308 |
|
|
|
63,173 |
|
|
|
63,286 |
|
|||
|
Transportation |
|
15,888 |
|
|
|
10,231 |
|
|
|
44,707 |
|
|
|
34,500 |
|
|||
|
International |
|
3,977 |
|
|
|
27,250 |
|
|
|
37,960 |
|
|
|
63,303 |
|
|||
|
Total Orders |
$ |
113,735 |
|
|
$ |
163,396 |
|
|
$ |
528,452 |
|
|
$ |
546,419 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
-- END --