UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
Commission file number: 333-172207
CPM Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 06-1612494 (I.R.S. Employer Identification No.) | |
2975 Airline Circle, Waterloo, Iowa (Address of principal executive offices) | 50703 (Zip Code) | |
(319) 464-8275
(Registrant’s telephone number, including area code)
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 o No þ
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class | Outstanding at August 14, 2012 | |
Common Stock, $0.001 par value per share | 936,913 shares | |
CPM Holdings, Inc.
Form 10-Q
For the Quarterly Period Ended June 30, 2012
TABLE OF CONTENTS
BEGINNING | ||
PAGE | ||
EX-31.1 | ||
EX-31.2 | ||
EX-32 | ||
2
CPM Holdings, Inc.
Form 10-Q
For the Quarterly Period Ended June 30, 2012
PART I. Financial Information
Item 1. Financial Statements.
CPM Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(dollars in thousands, except per share information) | September 30, 2011 | June 30, 2012 | ||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 81,288 | $ | 72,489 | ||||
Restricted customer deposits | 26,853 | 30,989 | ||||||
Accounts receivable, net | 48,570 | 52,259 | ||||||
Inventories | 54,026 | 75,285 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 24,585 | 22,674 | ||||||
Prepaid expenses and other current assets | 4,004 | 5,533 | ||||||
Deferred taxes | 1,523 | 1,592 | ||||||
Total current assets | 240,849 | 260,821 | ||||||
Property, plant and equipment, net | 17,547 | 16,606 | ||||||
Trademarks | 54,178 | 53,917 | ||||||
Goodwill | 140,086 | 137,721 | ||||||
Other intangibles, net | 58,882 | 48,720 | ||||||
Total assets | $ | 511,542 | $ | 517,785 | ||||
Liabilities and Equity | ||||||||
Current liabilities | ||||||||
Current portion of long-term debt | $ | — | $ | — | ||||
Accounts payable | 31,869 | 31,443 | ||||||
Accrued expenses | 44,401 | 60,782 | ||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | 59,812 | 51,023 | ||||||
Total current liabilities | 136,082 | 143,248 | ||||||
Long-term debt, less current portion | 172,796 | 159,986 | ||||||
Deferred taxes | 27,233 | 27,876 | ||||||
Other liabilities | 2,616 | 2,303 | ||||||
Total liabilities | 338,727 | 333,413 | ||||||
Commitments and contingencies | ||||||||
Equity | ||||||||
Parent Company stockholders’ equity | ||||||||
Common stock, $.001 par value, authorized shares 1,100,000; shares issued and outstanding 936,913 | 1 | 1 | ||||||
Additional paid-in capital | 83,105 | 83,382 | ||||||
Retained earnings | 84,456 | 102,942 | ||||||
Accumulated other comprehensive loss | (7,003 | ) | (11,416 | ) | ||||
Total Parent Company stockholders’ equity | 160,559 | 174,909 | ||||||
Noncontrolling interest | 12,256 | 9,463 | ||||||
Total equity | 172,815 | 184,372 | ||||||
Total liabilities and equity | $ | 511,542 | $ | 517,785 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
CPM Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three months ended | Nine months ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(dollars in thousands) | 2011 | 2012 | 2011 | 2012 | |||||||||||
Net sales | $ | 129,130 | $ | 99,123 | $ | 305,554 | $ | 336,522 | |||||||
Cost of goods sold | 90,055 | 66,500 | 217,205 | 234,898 | |||||||||||
Gross profit | 39,075 | 32,623 | 88,349 | 101,624 | |||||||||||
Operating expenses | |||||||||||||||
Selling, general and administrative expenses | 16,224 | 14,350 | 39,539 | 41,852 | |||||||||||
Amortization expense | 2,668 | 2,625 | 7,977 | 8,068 | |||||||||||
Management fees | 500 | 500 | 1,625 | 2,237 | |||||||||||
Total operating expenses | 19,392 | 17,475 | 49,141 | 52,157 | |||||||||||
Income from operations | 19,683 | 15,148 | 39,208 | 49,467 | |||||||||||
Other expense (income) | |||||||||||||||
Interest expense | 6,174 | 5,095 | 18,176 | 16,749 | |||||||||||
Interest income | (418 | ) | (593 | ) | (1,585 | ) | (1,912 | ) | |||||||
Total other expense | 5,756 | 4,502 | 16,591 | 14,837 | |||||||||||
Income before income taxes | 13,927 | 10,646 | 22,617 | 34,630 | |||||||||||
Income tax expense | 4,690 | 3,259 | 7,839 | 13,972 | |||||||||||
Net income | 9,237 | 7,387 | 14,778 | 20,658 | |||||||||||
Less: Net income attributable to noncontrolling interest | 2,425 | 43 | 4,834 | 2,172 | |||||||||||
Net income attributable to Parent Company | $ | 6,812 | $ | 7,344 | $ | 9,944 | $ | 18,486 | |||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
CPM Holdings, Inc. and Subsidiaries
Consolidated Statements of Changes in Equity and Comprehensive Income (Loss)
(Unaudited)
Parent Company Stockholders’ Equity | ||||||||||||||||||||||||||||||
Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Parent Company Stockholders' Equity | Noncontrolling Interest in Subsidiary | |||||||||||||||||||||||||||
Common Stock | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||
(dollars in thousands) | Shares | Amount | ||||||||||||||||||||||||||||
Balances at September 30, 2010 | 936,913 | $ | 1 | $ | 82,478 | $ | 67,965 | $ | (5,958 | ) | $ | 144,486 | $ | 4,893 | $ | 149,379 | ||||||||||||||
Stock-based compensation | — | — | 627 | — | — | 627 | — | 627 | ||||||||||||||||||||||
Comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | (1,045 | ) | (1,045 | ) | 377 | (668 | ) | |||||||||||||||||||
Net income | — | — | — | 16,491 | — | 16,491 | 6,986 | 23,477 | ||||||||||||||||||||||
Total comprehensive income | 15,446 | 7,363 | 22,809 | |||||||||||||||||||||||||||
Balances at September 30, 2011 | 936,913 | 1 | 83,105 | 84,456 | (7,003 | ) | 160,559 | 12,256 | 172,815 | |||||||||||||||||||||
Stock-based compensation | — | — | 277 | — | — | 277 | — | 277 | ||||||||||||||||||||||
Dividends | — | — | — | — | — | — | (5,015 | ) | (5,015 | ) | ||||||||||||||||||||
Comprehensive income, net of tax | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | (4,413 | ) | (4,413 | ) | 50 | (4,363 | ) | |||||||||||||||||||
Net income | — | — | — | 18,486 | — | 18,486 | 2,172 | 20,658 | ||||||||||||||||||||||
Total comprehensive income | 14,073 | 2,222 | 16,295 | |||||||||||||||||||||||||||
Balances at June 30, 2012 | 936,913 | $ | 1 | $ | 83,382 | $ | 102,942 | $ | (11,416 | ) | $ | 174,909 | $ | 9,463 | $ | 184,372 | ||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
CPM Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended | |||||||
June 30, | |||||||
(dollars in thousands) | 2011 | 2012 | |||||
Net cash provided by operating activities | $ | 48,540 | $ | 12,692 | |||
Cash flows from investing activities | |||||||
Purchases of property, plant and equipment | (1,917 | ) | (2,054 | ) | |||
Proceeds on sales of property, plant and equipment | 428 | 129 | |||||
Net cash used in investing activities | (1,489 | ) | (1,925 | ) | |||
Cash flows from financing activities | |||||||
Payments of long-term debt | — | (14,262 | ) | ||||
Proceeds from revolving credit facilities | — | 82,238 | |||||
Payments on revolving credit facilities | — | (82,238 | ) | ||||
Payments of dividends | — | (5,015 | ) | ||||
Net cash used in financing activities | — | (19,277 | ) | ||||
Effect of foreign exchange rate changes on cash and cash equivalents | 3,301 | (289 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 50,352 | (8,799 | ) | ||||
Cash and cash equivalents | |||||||
Beginning of period | 58,691 | 81,288 | |||||
End of period | $ | 109,043 | $ | 72,489 | |||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
1. | Basis of Presentation |
The interim consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s consolidated financial position, results of operations and cash flows for the periods presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These adjustments consist of normal, recurring items. The results of operations for any interim period are not necessarily indicative of results for the full year. The interim consolidated financial statements and notes are presented as permitted by the requirements for Quarterly Reports on Form 10-Q.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to such rules and regulations. These interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements and related notes for the fiscal year ended September 30, 2011 included on Form 10-K, filed with the SEC.
During the quarter ended June 30, 2012, the Company identified certain errors related to the elimination of intercompany sales that resulted in consolidated net sales and cost of goods sold being overstated. The cumulative impact of the correction was recorded as a reduction in net sales and cost of sales of $8.0 million during the three month and nine month periods ending June 30, 2012, of which $7.3 million was in the Engineered Process System reporting segment. These corrections had no impact on gross profit or net income, and there is no impact on the consolidated balance sheets, equity statements or cash flow statements for any of the prior periods. The Company has evaluated the impact on prior periods under the guidance in ASC 250-10 (SEC Staff Accounting Bulletin No. 99 “Materiality”) and concluded these matters are not material to any of the prior periods.
2. | Description of Business |
CPM Holdings, Inc. (the “Company” or “CPM” or “Parent”), is engaged in the design, production and marketing of process systems, equipment and parts and services utilized primarily in the agricultural and food producing/processing industries. The Company’s businesses fall into three reporting segments: Process Equipment, Engineered Process Systems and All Other.
The Process Equipment segment manufactures and sells process machinery and other equipment utilized primarily in the agricultural and food producing/processing industries. Products include the manufacture of mills, flakers, and dryers.
The Engineered Process Systems segment sells engineering, design and layout services along with outsourced process equipment for oilseed processing, biodiesel and edible oil refining industries.
The All Other segment designs, manufactures and sells process machinery for the plastics compounding, two-piece beverage container and other industries.
Operations are worldwide and include production and sales facilities in the United States, the Netherlands, United Kingdom, Germany, Singapore, China, Brazil and Argentina.
3. | Significant Accounting Policies |
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its controlled, majority owned subsidiaries. The Company classifies noncontrolling interest as part of consolidated net income (loss) and includes the accumulated amount of noncontrolling interest as part of equity. Noncontrolling interest primarily relates to the minority shareholder of Wuhan Crown Friendship Edible Oil Engineering Co., Ltd., the Company's joint venture in China. Significant intercompany accounts and transactions have been eliminated in consolidation.
7
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Fair Value of Financial Instruments
The Company's financial instruments include cash and cash equivalents, restricted customer deposits, accounts receivable, prepaid expenses and other current assets, accounts payable and long-term debt. The carrying values approximated fair value for cash and cash equivalents, restricted customer deposits, accounts receivable, prepaid expenses and other current assets, accounts payable and the revolving credit facility loan because of the short term nature of these instruments. The fair value of the senior notes, as determined by management based on the quoted market price for the same or similar issues of debt (classified as level 2) is approximately $186,000 and $171,000 at September 30, 2011 and June 30, 2012, respectively.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (the "FASB") issued ASU 2011-05, Presentation of Comprehensive Income. This standard eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. An entity can elect to present items of net income and other comprehensive income in one continuous statement - referred to as the statement of comprehensive income - or in two separate, but consecutive, statements. Each component of net income and each component of other comprehensive income, together with totals for comprehensive income and its two parts - net income and other comprehensive income, would need to be displayed under either alternative. The new requirements are effective for public entities for fiscal years beginning after December 15, 2011 and interim and annual periods thereafter. The Company believes this pronouncement will not have a material impact on its financial position or results of operations and is currently evaluating the impact on the form and content of the Company's financial statements and related disclosures.
In September 2011, the FASB issued FASB ASU No. 2011-08, “Testing Goodwill for Impairment,” which is now codified under FASB ASC Topic 350, “Intangibles - Goodwill and Other.” This new guidance allows an entity to first assess qualitative factors to evaluate if the existence of events or circumstances leads to a determination that it is necessary to perform the current two-step test. After assessing the totality of events or circumstances, if it is determined it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. Otherwise, the entity is required to perform Step 1 of the impairment test. An entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to Step 1 of the two-step impairment test, and then resume performing the qualitative assessment in any subsequent period. Reporting units with zero or negative carrying amounts continue to be required to perform a qualitative assessment in place of Step 1 of the impairment test. FASB ASU No. 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company has not elected early adoption and is currently evaluating the impact of this pronouncement on the Company's financial statements and related disclosures. The Company does not expect this pronouncement to have a material impact on the financial statements and related disclosures.
4. | Selected Consolidated Financial Statement Information |
Inventories
September 30, 2011 | June 30, 2012 | ||||||
Raw materials | $ | 13,869 | $ | 16,542 | |||
Work-in-process | 7,412 | 17,450 | |||||
Finished goods | 32,745 | 41,293 | |||||
$ | 54,026 | $ | 75,285 | ||||
8
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Accrued Warranties
Twelve months ended September 30, 2011 | Nine months ended June 30, 2012 | ||||||
Accrued warranties | |||||||
Beginning of period | $ | 2,089 | $ | 1,706 | |||
Warranty liability assumed in acquisition | 345 | — | |||||
Settlements made | (1,160 | ) | (973 | ) | |||
Change in liability related to product warranties issued | 432 | 1,975 | |||||
End of period | $ | 1,706 | $ | 2,708 | |||
Accrued warranties are included as a component of accrued expenses on the accompanying balance sheets.
Contracts in Progress
September 30, 2011 | June 30, 2012 | ||||||
Costs incurred on uncompleted contracts | $ | 365,906 | $ | 475,337 | |||
Estimated earnings on uncompleted contracts | 85,011 | 117,795 | |||||
Less: Billings on contracts in progress | (486,144 | ) | (621,481 | ) | |||
$ | (35,227 | ) | $ | (28,349 | ) | ||
These amounts are included in the consolidated financial statements as follows:
September 30, 2011 | June 30, 2012 | ||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 24,585 | $ | 22,674 | |||
Billings in excess of costs and estimated earnings on uncompleted contracts | (59,812 | ) | (51,023 | ) | |||
$ | (35,227 | ) | $ | (28,349 | ) | ||
5. | Acquisitions |
2011 Acquisition
On September 13, 2011, the Company purchased Kimba Germany GMBH, Cimbria SKET GMBH and a 51% holding in MDV Magdeburg-Dessauer GMBH (altogether referred to as "Sket") for $23,252. Direct acquisition costs totaling $443 in fiscal 2011 and $41 in fiscal 2012 were expensed as incurred. Sket provides engineered solutions and process equipment in preparation, refining and oleochemical processing and compliments the Company's existing businesses by broadening product portfolios, engineering capabilities, application expertise, and worldwide market coverage. The acquisition was funded through available cash. The pro forma impact of the Sket acquisition was not significant to the results of the Company for the fiscal year ended September 30, 2011. The Sket results have been included in the Company’s results of operations since the date of acquisition. The estimated fair value of assets acquired and liabilities assumed are as follows:
9
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Cash | $ | 2,952 | ||
Accounts receivable | 7,935 | |||
Costs in excess of billings | 3,641 | |||
Property, plant and equipment | 243 | |||
Goodwill | 14,532 | |||
Other intangibles | 5,794 | |||
Accounts payable | (5,728 | ) | ||
Accrued expenses | (2,774 | ) | ||
Billings in excess of costs | (1,449 | ) | ||
Deferred taxes | (1,894 | ) | ||
$ | 23,252 | |||
The goodwill is not deductible for tax purposes. We believe this acquisition resulted in goodwill as it broadens product portfolios, engineering capabilities, application expertise, and worldwide market coverage. The identifiable other intangibles for Sket include trade names, customer relationships, customer contracts, and software and are amortized over a period of one to ten years with a weighted average useful life of seven years.
6. | Debt |
The Company’s debt at September 30, 2011 and June 30, 2012, consists of the following:
September 30, 2011 | June 30, 2012 | ||||||
Senior Notes, net of unamortized discount | $ | 172,796 | $ | 159,986 | |||
Revolving credit facility loan | — | — | |||||
172,796 | 159,986 | ||||||
Less: Amounts due within one year | — | — | |||||
$ | 172,796 | $ | 159,986 | ||||
In August 2009, the Company issued $200,000 of Senior Notes due September 1, 2014 at 98.101% of par (the “Senior Notes”), resulting in an original issue discount of $3,798. The original issue discount, net of accumulated amortization was $2,139 and $1,524 at September 30, 2011 and June 30, 2012, respectively. The original issue discount is being amortized using the effective interest method over the term of the debt. The Senior Notes bear interest at 10.625% per year and provide for semi-annual interest payments, in arrears, due on March 1 and September 1. All principal will be paid at maturity. The net proceeds from the offering were used to retire the remaining outstanding borrowings on the previous term loan and revolving credit facility, which provided for a term loan of $210,000 and a revolving credit facility up to $30,000.
The Senior Notes are subject to certain covenants and restrictions, such as restrictions on the payment of dividends, incurrence of certain additional indebtedness, issuance of preferred stock or entering into certain merger transactions, as defined by the Senior Notes Offering Memorandum. The Senior Notes are collateralized by a second priority interest in the Company’s U.S. current assets and a first priority interest in substantially all of the Company’s U.S. other assets. The Senior Notes are also guaranteed by the Company’s U.S. subsidiaries.
The Senior Notes contain an optional redemption feature whereby the Company can redeem all or a portion of the Senior Notes, including applicable premiums for early redemptions as defined in the agreement. In addition, the Senior Notes have a change of control provision which gives each holder the right to require the Company to purchase all or a portion of such holders’ Senior Notes upon a change in control, as defined in the agreement, at a purchase price equal to 101% of the principal amount plus accrued interest to the date of purchase.
During 2011, the Company repurchased Senior Notes having a face value of $25,065 in the open market. As a result of the repurchases, the Company recorded a loss of $2,012 which represents the difference between the acquired debt's purchase price of $26,765 and its carrying value of $24,753. This loss is included in interest expense in the
10
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
consolidated statements of operations. At the time of the repurchases, the Company also wrote off $836 of unamortized deferred financing costs related to the repurchased debt.
During the nine months ended June 30, 2012, the Company repurchased Senior Notes having a face value of $13,425 in the open market. As a result of the repurchases, the Company recorded a loss of $1,000 which represents the difference between the acquired debt's purchase price of $14,262 and its carrying value of $13,262. This loss is included in interest expense in the consolidated statements of operations. At the time of the repurchases, the Company also wrote off $441 of unamortized deferred financing costs related to the repurchased debt.
In November 2009, the Company entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions which provides for a revolving credit facility consisting of a revolving credit loan and letters of credit in an aggregate amount of up to $14,500, including swing line loans in the principal amount of $5,000. The swing line loans are sub-facilities of the revolving credit facility used for daily fluctuations on borrowings. There were no loans outstanding under the revolving credit facility as of September 30, 2011 and June 30, 2012, respectively. The availability under the facility is subject to a borrowing base, which is based on the eligible receivables, inventory and certain other commitments of the Company’s U.S. subsidiaries. The credit available for borrowing was limited by the borrowing base to $14,500 and $6,253 on September 30, 2011 or June 30, 2012. The Credit Agreement expires on April 20, 2013.
At the Company’s option, borrowings under the revolving credit facility are either Base Rate loans, bearing interest at a rate equal to the greater of (a) the lender’s prime rate (3.25% at June 30, 2012), (b) the LIBOR rate (0.24% at June 30, 2012) plus 1.00% or (c) the federal funds rate (0.09% at June 30, 2012) plus 0.50%; or Eurodollar loans, bearing interest at the adjusted LIBOR rate (0.3% at June 30, 2012). Interest on the Base Rate loans is payable on the last day of each calendar month. Interest on the Eurodollar loans is payable on the last day of each interest period relating to such loan, but not to exceed six months. An applicable margin is added for the Base Rate loans and Eurodollar loans ranging from 2.75% and 4.25%, based on the Company’s fixed charge coverage ratio at the end of a given period, as further defined in the Credit Agreement.
Commitment fees on the revolving credit facility range from 0.625% to 0.75% per year payable quarterly in amounts. Commitment fees on the letters of credit vary, as further defined in the Credit Agreement, and range from 3.75% to 4.25% (or 2.00% if cash collateralized) payable quarterly. Total commitment fees under the revolving credit facility were $41 and $10 for the three month periods ending June 30, 2011, and 2012, respectively, and $100 and $40 for the nine month periods ending June 30, 2011 and 2012, respectively. Outstanding letters of credit were $4,183 and $8,247 at September 30, 2011 and June 30, 2012, respectively. In conjunction with entering into the Credit Agreement in fiscal 2010, the Company paid $914 in costs capitalized as deferred financing fees, consisting of legal, accounting and deal fees directly related to consummation of the Credit Agreement.
Borrowings under the revolving credit facility are subject to certain restrictive financial covenants, including a fixed charge coverage ratio. The Credit Agreement also includes a subjective acceleration clause which permits the financial institution to accelerate the due date of the facility under certain circumstances, including, but not limited to, material adverse effect on the Company’s financial status or otherwise. Borrowings under the Credit Agreement are collateralized by a first priority security interest in substantially all U.S. current assets of the Company and are guaranteed by the Company’s U.S. subsidiaries. The Credit Agreement also requires the Company to maintain all of its U.S. lockbox accounts, disbursement accounts and other operating accounts with the lenders.
7. | Income Taxes |
The Company recognizes the financial statement effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We have adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on the Company's effective tax rate in future periods. The Company does not expect a significant change in the liability for unrecognized tax benefits in the next 12 months.
The Company files tax returns as prescribed by tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and foreign jurisdictions. The Company is potentially subject to income tax examinations for the fiscal years 2008 through 2011.
11
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
8. | Commitments and Contingencies |
Environmental Health and Safety Matters
We are subject to a variety of environmental standards imposed by federal, state, local and foreign environmental laws and regulations, including those governing the discharge of pollutants into the air, water and land, the management and disposal of hazardous substances and wastes and the responsibility to investigate and cleanup contaminated sites that are or were owned, leased, operated or used by us or our predecessors. In the opinion of management, the ultimate disposition of matters arising from these environmental standards will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
Litigation
The Company is involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters, individually and in aggregate, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.
9. | Segment Data |
The Company identified three reportable segments: Process Equipment, Engineered Process Systems and All Other. Segment selection was based on the internal organizational structure, management of operations and performance evaluation by the chief operating decision maker.
Corporate and Unallocated includes corporate expenses determined to be nonallocable to the segments, interest income, interest expense and income taxes. Assets included in Corporate and Unallocated principally are cash and cash equivalents, certain prepaid expenses and other current assets, and deferred taxes. Segment allocated assets are primarily accounts receivable, inventories, property, plant and equipment, goodwill and intangible assets, and certain other assets. Reconciling items included in Corporate and Unallocated are created based on accounting differences between segment reporting and the consolidated, external reporting as well as internal allocation methodologies.
Segment detail is summarized as follows:
12
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Process Equipment Segment | Engineered Process Systems Segment | All Other | Corporate and Unallocated | Total Company | |||||||||||
Three months ended June 30, 2011 | |||||||||||||||
Net sales | 50,323 | 68,240 | 10,567 | — | 129,130 | ||||||||||
Income (loss) before income taxes | 9,511 | 10,415 | 871 | (6,870 | ) | 13,927 | |||||||||
Depreciation and amortization | 699 | 1,941 | 831 | 896 | 4,367 | ||||||||||
Capital expenditures | 1,052 | 36 | 19 | — | 1,107 | ||||||||||
Nine months ended June 30, 2011 | |||||||||||||||
Net sales | 120,689 | 153,795 | 31,070 | — | 305,554 | ||||||||||
Income (loss) before income taxes | 20,296 | 19,920 | 2,724 | (20,323 | ) | 22,617 | |||||||||
Depreciation and amortization | 2,231 | 5,831 | 2,455 | 2,611 | 13,128 | ||||||||||
Capital expenditures | 1,351 | 99 | 153 | 314 | 1,917 | ||||||||||
Three months ended June 30, 2012 | |||||||||||||||
Net sales | 43,723 | 39,969 | 15,431 | — | 99,123 | ||||||||||
Income (loss) before income taxes | 9,105 | 4,533 | 3,134 | (6,126 | ) | 10,646 | |||||||||
Depreciation and amortization | 620 | 2,376 | 360 | 1,180 | 4,536 | ||||||||||
Capital expenditures | 524 | 116 | 274 | — | 914 | ||||||||||
Nine months ended June 30, 2012 | |||||||||||||||
Net sales | 123,600 | 170,910 | 42,012 | — | 336,522 | ||||||||||
Income (loss) before income taxes | 24,881 | 22,280 | 6,915 | (19,446 | ) | 34,630 | |||||||||
Depreciation and amortization | 1,860 | 7,324 | 1,068 | 2,505 | 12,757 | ||||||||||
Capital expenditures | 1,254 | 321 | 468 | 11 | 2,054 | ||||||||||
Total assets at June 30, 2012 | 225,785 | 231,058 | 32,040 | 28,902 | 517,785 | ||||||||||
10. | Related Party Transactions |
The Company has a management advisory agreement with GGEP Management, L.L.C. and GGEP Management Ltd. (“Gilbert”) which are related parties. The agreement requires an annual management fee of up to $2,500 per year for management services provided, plus certain fees and expenses. Expense under the management agreement was $500 for the three month periods ended June 30, 2011 and 2012, respectively and $1,625 and $2,237 for the nine month periods ended June 30, 2011 and 2012 respectively. The Company had $500 of management fees included in current liabilities at September 30, 2011 and June 30, 2012, respectively.
13
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
11. | Guarantor Subsidiary Financial Information |
The Senior Notes issued in August 2009 (Note 6) have been guaranteed, fully and unconditionally, except for customary release provisions, on a joint and several basis, by its 100% owned U.S. domestic subsidiaries. The following condensed consolidating balance sheets at September 30, 2011 and June 30, 2012, the condensed consolidating statements of operations for the three and nine month periods ended June 30, 2011 and 2012, and the condensed consolidating statements of cash flows for the nine month periods ended June 30, 2011 and 2012 have been prepared in accordance with the requirements for presentation of Rule 3-10(f) of Regulation S-X promulgated under the Securities Act. These condensed consolidating statements reflect CPM Holdings, Inc. as the issuer of the Senior Notes, the Company’s wholly owned U.S. domestic subsidiaries as the guarantors presented on a combined basis, the Company’s non-guarantor subsidiaries presented on a combined basis, and consolidating and eliminating adjustments, to combine such entities on a consolidated basis.
During the quarter ended June 30, 2012, the Company made immaterial corrections to prior period condensed consolidating balance sheets and condensed consolidating statements of cash flows to conform with current period presentation. In the September 30, 2011 condensed consolidating balance sheets, the corrections consisted of a change in the presentation of long-term deferred taxes and income taxes receivable of the Parent Issuer. In the condensed consolidating statements of cash flows for the nine months ended June 30, 2011, the Company corrected the classification of cash dividends received by the Guarantor Subsidiaries from the Non-Guarantor subsidiaries to present them as cash flows from operating activities of the Guarantor Subsidiaries. These amounts were previously classified as cash flows from financing activities of the Guarantor Subsidiaries. These corrections had no impact on the Company's consolidated financial statements. The Company has concluded that these matters are immaterial to the guarantor subsidiary financial statement information presented in current and prior periods.
14
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Condensed Consolidating Balance Sheet
September 30, 2011
(dollars in thousands) | Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Assets | ||||||||||||||||||||
Current assets | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 564 | $ | 80,724 | $ | — | $ | 81,288 | ||||||||||
Restricted customer deposits | — | 4,183 | 22,670 | — | 26,853 | |||||||||||||||
Accounts receivable, net | 2,260 | 58,707 | 36,184 | (48,581 | ) | 48,570 | ||||||||||||||
Inventories | — | 25,635 | 28,391 | — | 54,026 | |||||||||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | — | 4,717 | 19,868 | — | 24,585 | |||||||||||||||
Prepaid expenses and other current assets | 2,202 | 1,296 | 2,708 | (2,202 | ) | 4,004 | ||||||||||||||
Deferred taxes | — | 1,350 | 173 | — | 1,523 | |||||||||||||||
Total current assets | 4,462 | 96,452 | 190,718 | (50,783 | ) | 240,849 | ||||||||||||||
Property, plant and equipment, net | — | 11,825 | 5,722 | — | 17,547 | |||||||||||||||
Investment in subsidiaries | 323,506 | 65,968 | — | (389,474 | ) | — | ||||||||||||||
Deferred taxes | 1,187 | — | — | (1,187 | ) | — | ||||||||||||||
Trademarks | — | 53,778 | 400 | — | 54,178 | |||||||||||||||
Goodwill | — | 116,693 | 23,393 | — | 140,086 | |||||||||||||||
Other intangibles, net | 5,748 | 45,485 | 7,649 | — | 58,882 | |||||||||||||||
Total assets | $ | 334,903 | $ | 390,201 | $ | 227,882 | $ | (441,444 | ) | $ | 511,542 | |||||||||
Liabilities and Equity | ||||||||||||||||||||
Current liabilities | ||||||||||||||||||||
Accounts payable | $ | — | $ | 16,540 | $ | 63,910 | $ | (48,581 | ) | $ | 31,869 | |||||||||
Accrued expenses | 1,548 | 20,055 | 25,000 | (2,202 | ) | 44,401 | ||||||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | — | 12,264 | 47,548 | — | 59,812 | |||||||||||||||
Total current liabilities | 1,548 | 48,859 | 136,458 | (50,783 | ) | 136,082 | ||||||||||||||
Long-term debt | 172,796 | — | — | — | 172,796 | |||||||||||||||
Deferred taxes | — | 15,220 | 13,200 | (1,187 | ) | 27,233 | ||||||||||||||
Other liabilities | — | 2,616 | — | — | 2,616 | |||||||||||||||
Total liabilities | 174,344 | 66,695 | 149,658 | (51,970 | ) | 338,727 | ||||||||||||||
Commitments and contingencies | ||||||||||||||||||||
Equity | ||||||||||||||||||||
Total Parent Company stockholders’ equity | 160,559 | 323,506 | 65,968 | (389,474 | ) | 160,559 | ||||||||||||||
Noncontrolling interest | — | — | 12,256 | — | 12,256 | |||||||||||||||
Total equity | 160,559 | 323,506 | 78,224 | (389,474 | ) | 172,815 | ||||||||||||||
Total liabilities and equity | $ | 334,903 | $ | 390,201 | $ | 227,882 | $ | (441,444 | ) | $ | 511,542 | |||||||||
15
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2011
(dollars in thousands) | Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 51,493 | $ | 84,171 | $ | (6,534 | ) | $ | 129,130 | |||||||||
Cost of goods sold | — | 36,429 | 60,160 | (6,534 | ) | 90,055 | ||||||||||||||
Gross profit | — | 15,064 | 24,011 | — | 39,075 | |||||||||||||||
Operating expenses | 77 | 7,174 | 12,141 | — | 19,392 | |||||||||||||||
Income (loss) from operations | (77 | ) | 7,890 | 11,870 | — | 19,683 | ||||||||||||||
Interest expense (income), net | 6,071 | 94 | (409 | ) | — | 5,756 | ||||||||||||||
Income (loss) before income taxes | (6,148 | ) | 7,796 | 12,279 | — | 13,927 | ||||||||||||||
Income tax expense (benefit) | (2,237 | ) | 2,724 | 4,203 | — | 4,690 | ||||||||||||||
Income (loss) before equity in income (loss) of subsidiaries | (3,911 | ) | 5,072 | 8,076 | — | 9,237 | ||||||||||||||
Equity in income (loss) of subsidiaries | 10,723 | 5,651 | — | (16,374 | ) | — | ||||||||||||||
Net income (loss) | 6,812 | 10,723 | 8,076 | (16,374 | ) | 9,237 | ||||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | 2,425 | — | 2,425 | |||||||||||||||
Net income (loss) attributable to Parent Company | $ | 6,812 | $ | 10,723 | $ | 5,651 | $ | (16,374 | ) | $ | 6,812 | |||||||||
Condensed Consolidating Statement of Operations
Nine Months Ended June 30, 2011
(dollars in thousands) | Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 125,606 | $ | 199,066 | $ | (19,118 | ) | $ | 305,554 | |||||||||
Cost of goods sold | — | 90,333 | 145,990 | (19,118 | ) | 217,205 | ||||||||||||||
Gross profit | — | 35,273 | 53,076 | — | 88,349 | |||||||||||||||
Operating expenses | 232 | 22,457 | 26,452 | — | 49,141 | |||||||||||||||
Income (loss) from operations | (232 | ) | 12,816 | 26,624 | — | 39,208 | ||||||||||||||
Interest expense (income), net | 18,286 | (151 | ) | (1,544 | ) | — | 16,591 | |||||||||||||
Income (loss) before income taxes | (18,518 | ) | 12,967 | 28,168 | — | 22,617 | ||||||||||||||
Income tax expense (benefit) | (6,536 | ) | 4,658 | 9,717 | — | 7,839 | ||||||||||||||
Income (loss) before equity in income (loss) of subsidiaries | (11,982 | ) | 8,309 | 18,451 | — | 14,778 | ||||||||||||||
Equity in income (loss) of subsidiaries | 21,926 | 13,617 | — | (35,543 | ) | — | ||||||||||||||
Net income (loss) | 9,944 | 21,926 | 18,451 | (35,543 | ) | 14,778 | ||||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | 4,834 | — | 4,834 | |||||||||||||||
Net income (loss) attributable to Parent Company | $ | 9,944 | $ | 21,926 | $ | 13,617 | $ | (35,543 | ) | $ | 9,944 | |||||||||
16
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2011
(dollars in thousands) | Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net cash provided by (used in) operating activities | $ | (18,519 | ) | $ | 42,332 | $ | 33,824 | $ | (9,097 | ) | $ | 48,540 | ||||||||
Cash flows from investing activities | ||||||||||||||||||||
Purchases of property, plant and equipment | — | (1,280 | ) | (637 | ) | — | (1,917 | ) | ||||||||||||
Proceeds on sales of property, plant, and equipment | — | 349 | 79 | — | 428 | |||||||||||||||
Net cash used in investing activities | — | (931 | ) | (558 | ) | — | (1,489 | ) | ||||||||||||
Cash flows from financing activities | ||||||||||||||||||||
Proceeds from (payments of) dividends | — | — | (9,097 | ) | 9,097 | — | ||||||||||||||
Advances from (to) consolidated subsidiaries | 18,519 | (22,845 | ) | 4,326 | — | — | ||||||||||||||
Net cash provided by (used in) financing activities | 18,519 | (22,845 | ) | (4,771 | ) | 9,097 | — | |||||||||||||
Effect of foreign exchange rate changes on cash and cash equivalents | — | — | 3,301 | — | 3,301 | |||||||||||||||
Net increase in cash and cash equivalents | — | 18,556 | 31,796 | — | 50,352 | |||||||||||||||
Cash and cash equivalents | ||||||||||||||||||||
Beginning of period | — | 2,930 | 55,761 | — | 58,691 | |||||||||||||||
End of period | $ | — | $ | 21,486 | $ | 87,557 | $ | — | $ | 109,043 | ||||||||||
17
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Condensed Consolidating Balance Sheet
June 30, 2012
(dollars in thousands) | Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Assets | ||||||||||||||||||||
Current assets | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 21,236 | $ | 51,253 | $ | — | $ | 72,489 | ||||||||||
Restricted customer deposits | — | 438 | 30,551 | — | 30,989 | |||||||||||||||
Accounts receivable, net | 2,260 | 60,515 | 55,717 | (66,233 | ) | 52,259 | ||||||||||||||
Inventories | — | 40,587 | 34,698 | — | 75,285 | |||||||||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | — | 4,730 | 17,944 | — | 22,674 | |||||||||||||||
Prepaid expenses and other current assets | 8,165 | 984 | 4,549 | (8,165 | ) | 5,533 | ||||||||||||||
Deferred taxes | — | 1,419 | 173 | — | 1,592 | |||||||||||||||
Total current assets | 10,425 | 129,909 | 194,885 | (74,398 | ) | 260,821 | ||||||||||||||
Property, plant and equipment, net | — | 11,170 | 5,436 | — | 16,606 | |||||||||||||||
Investment in subsidiaries | 325,321 | 68,264 | — | (393,585 | ) | — | ||||||||||||||
Deferred taxes | 1,187 | — | — | (1,187 | ) | — | ||||||||||||||
Trademarks | — | 53,514 | 403 | — | 53,917 | |||||||||||||||
Goodwill | — | 115,030 | 22,691 | — | 137,721 | |||||||||||||||
Other intangibles, net | 3,924 | 39,049 | 5,747 | — | 48,720 | |||||||||||||||
Total assets | $ | 340,857 | $ | 416,936 | $ | 229,162 | $ | (469,170 | ) | $ | 517,785 | |||||||||
Liabilities and Equity | ||||||||||||||||||||
Current liabilities | ||||||||||||||||||||
Current portion of long-term debt | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Accounts payable | — | 34,025 | 63,651 | (66,233 | ) | 31,443 | ||||||||||||||
Accrued expenses | 5,962 | 27,992 | 34,993 | (8,165 | ) | 60,782 | ||||||||||||||
Billings in excess of costs and estimated earnings on uncompleted contracts | — | 11,350 | 39,673 | — | 51,023 | |||||||||||||||
Total current liabilities | 5,962 | 73,367 | 138,317 | (74,398 | ) | 143,248 | ||||||||||||||
Long-term debt, net of current portion | 159,986 | — | — | — | 159,986 | |||||||||||||||
Deferred taxes | — | 15,945 | 13,118 | (1,187 | ) | 27,876 | ||||||||||||||
Other liabilities | — | 2,303 | — | — | 2,303 | |||||||||||||||
Total liabilities | 165,948 | 91,615 | 151,435 | (75,585 | ) | 333,413 | ||||||||||||||
Commitments and contingencies | ||||||||||||||||||||
Equity | ||||||||||||||||||||
Total Parent Company stockholders’ equity | 174,909 | 325,321 | 68,264 | (393,585 | ) | 174,909 | ||||||||||||||
Noncontrolling interest | — | — | 9,463 | — | 9,463 | |||||||||||||||
Total equity | 174,909 | 325,321 | 77,727 | (393,585 | ) | 184,372 | ||||||||||||||
Total liabilities and equity | $ | 340,857 | $ | 416,936 | $ | 229,162 | $ | (469,170 | ) | $ | 517,785 | |||||||||
18
CPM Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except per share information)
Condensed Consolidating Statement of Operations
Three Months Ended June 30, 2012
(dollars in thousands) | Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 50,178 | $ | 67,949 | $ | (19,004 | ) | $ | 99,123 | |||||||||
Cost of goods sold | — | 35,254 | 50,250 | (19,004 | ) | 66,500 | ||||||||||||||
Gross profit | — | 14,924 | 17,699 | — | 32,623 | |||||||||||||||
Operating expenses | 92 | 8,546 | 8,837 | — | 17,475 | |||||||||||||||
Income (loss) from operations | (92 | ) | 6,378 | 8,862 | — | 15,148 | ||||||||||||||
Interest expense (income), net | 5,000 | 71 | (569 | ) | — | 4,502 | ||||||||||||||
Income (loss) before income taxes | (5,092 | ) | 6,307 | 9,431 | — | 10,646 | ||||||||||||||
Income tax expense (benefit) | (1,818 | ) | 1,440 | 3,637 | — | 3,259 | ||||||||||||||
Income (loss) before equity in income (loss) of subsidiaries | (3,274 | ) | 4,867 | 5,794 | — | 7,387 | ||||||||||||||
Equity in income (loss) of subsidiaries | 10,618 | 5,751 | — | (16,369 | ) | — | ||||||||||||||
Net income (loss) | 7,344 | 10,618 | 5,794 | (16,369 | ) | 7,387 | ||||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | 43 | — | 43 | |||||||||||||||
Net income (loss) attributable to Parent Company | $ | 7,344 | $ | 10,618 | $ | 5,751 | $ | (16,369 | ) | $ | 7,344 | |||||||||
Condensed Consolidating Statement of Operations
Nine Months Ended June 30, 2012
(dollars in thousands) | Parent Issuer | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | |||||||||||||||
Net sales | $ | — | $ | 145,044 | $ | 221,014 | $ | (29,536 | ) | $ | 336,522 | |||||||||
Cost of goods sold | — | 103,614 | 160,820 | (29,536 | ) | 234,898 | ||||||||||||||
Gross profit | — | 41,430 | 60,194 | — | 101,624 | |||||||||||||||
Operating expenses | 277 | 24,075 | 27,805 | — | 52,157 | |||||||||||||||
Income (loss) from operations | (277 | ) | 17,355 | 32,389 | — | 49,467 | ||||||||||||||
Interest expense (income), net | 16,427 | 234 | (1,824 | ) | — | 14,837 | ||||||||||||||
Income (loss) before income taxes | (16,704 | ) | 17,121 | 34,213 | — | 34,630 | ||||||||||||||
Income tax expense (benefit) | (5,963 | ) | 6,080 | 13,855 | — | 13,972 | ||||||||||||||
Income (loss) before equity in income (loss) of subsidiaries | (10,741 | ) | 11,041 | 20,358 | — | |||||||||||||||