UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1999
[ ] 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 0-16319
LUND INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1568618
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
911 LUND BOULEVARD
ANOKA, MINNESOTA 55303
Registrant's telephone number, including area code: (612) 576-4200
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to the 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 registrant's classes of
common stock, as of the close of the latest practicable date.
As of November 9, 1999, 7,874,381 shares of the registrant's common stock, $.10
par value and 1,493,398 shares of the registrant's Class B-1 common stock, $.01
par value were issued and outstanding.
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1-2
September 30, 1999 (Unaudited) and December 31, 1998
Consolidated Statements of Operations (Unaudited) 3
Three Months Ended September 30, 1999 and 1998
Consolidated Statements of Operations (Unaudited) 4
Nine Months Ended September 30, 1999 and 1998
Consolidated Statements of Cash Flows (Unaudited) 5
Nine Months Ended September 30, 1999 and 1998
Notes to Condensed Consolidated Financial Statements (Unaudited) 6-9
Report of Independent Accountants 10
Item 2. Management's Discussion and Analysis of Financial 11-21
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 5. Other Information 22
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
Exhibits 24
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LUND INTERNATIONAL HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 369 $ 1,191
Restricted cash 3,911 --
Accounts receivable, net 36,358 33,389
Inventories 24,982 21,771
Deferred income taxes 5,896 4,300
Other current assets 1,522 2,553
------------- -------------
Total current assets 73,038 63,204
Property and equipment, net 32,464 29,568
Intangibles, net 126,479 119,834
Restricted cash -- 3,911
Other assets 3,941 4,840
------------- -------------
Total assets $ 235,922 $ 221,357
============= =============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
1
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
(in thousands, except per share data)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $ 11,405 $ 6,466
Accrued expenses 15,192 17,750
Long-term debt, current portion 89,322 4,251
------------- -------------
Total current liabilities 115,919 28,467
Long-term debt, less current portion 22,567 99,796
Deferred income taxes 6,124 6,600
Other liabilities 651 607
------------- -------------
Total liabilities 145,261 135,470
------------- -------------
Commitments and contingencies
Stockholders' equity:
Preferred stock-Series B, $.01 par value;
authorized 363 shares; 167 issued and outstanding at September 30, 1999,
252 issued and outstanding at December 31, 1998 2 2
Common stock, $.10 par value;
authorized 25,000 shares; 7,874 issued and outstanding at September
30, 1999 and 6,311 issued and outstanding at December 31, 1998 787 631
Class B-1 common stock, $.01 par value;
authorized 3,000 shares; 1,493 issued and outstanding
at September 30, 1999 and December 31, 1998 15 15
Additional paid-in capital 64,277 58,164
Retained earnings 25,580 27,075
------------- -------------
Total stockholders' equity 90,661 85,887
------------- -------------
Total liabilities and stockholders' equity $ 235,922 $ 221,357
============= =============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
2
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1999 1998
------------- -------------
<S> <C> <C>
Net sales $ 49,418 $ 29,342
Cost of goods sold 35,445 21,326
------------- -------------
Gross profit 13,973 8,016
------------- -------------
Operating expenses
General and administrative 3,789 2,909
Selling and marketing 5,184 3,586
Research and development 862 737
Amortization of intangibles 1,335 591
------------- -------------
Total operating expenses 11,170 7,823
------------- -------------
Income from operations 2,803 193
Interest expense (3,135) (1,393)
Interest income and other, net 58 33
------------- -------------
Loss before income taxes (274) (1,167)
Income tax expense 1,161 62
------------- -------------
Net loss $ (1,435) $ (1,229)
============= =============
Basic and diluted net loss per share $ (0.17) $ (0.18)
============= =============
Weighted average common shares 8,535 6,757
============= =============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
3
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
------------- -------------
<S> <C> <C>
Net sales $ 148,059 $ 86,424
Cost of goods sold 105,808 61,150
------------- -------------
Gross profit 42,251 25,274
------------- -------------
Operating expenses
General and administrative 11,721 8,416
Selling and marketing 15,621 10,275
Research and development 2,675 2,187
Amortization of intangibles 3,969 1,758
------------- -------------
Total operating expenses 33,986 22,636
------------- -------------
Income from operations 8,265 2,638
Interest expense (9,359) (4,118)
Interest income and other, net 91 101
------------- -------------
Loss before income taxes (1,003) (1,379)
Income tax expense (benefit) 492 (52)
------------- -------------
Net loss $ (1,495) $ (1,327)
============= =============
Basic and diluted net loss per share $ (0.19) $ (0.22)
============= =============
Weighted average common shares 8,050 6,150
============= =============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
4
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,495) $ (1,327)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 4,737 2,780
Amortization 4,861 2,063
Deferred income taxes (2,132) 418
Other, net (29) 379
Changes in operating assets and liabilities, net of impact of acquisition in 1999:
Accounts receivable (744) (1,686)
Inventories 303 236
Other assets 1,994 (784)
Accounts payable, trade 3,102 (248)
Accrued expenses (2,672) (6,833)
Income tax payable 1,277 --
Other liabilities 44 (61)
------------- -------------
Net cash provided by (used in) operating activities 9,246 (5,063)
------------- -------------
Cash flows from investing activities:
Purchase of Deflecta-Shield common stock -- (2,840)
Purchase of Smittybilt (16,749) --
Purchases of property and equipment (4,985) (3,280)
Change in restricted cash and marketable securities -- 1,146
Proceeds from sales of property and equipment 592 24
Other investing activities 938 (17)
------------- -------------
Net cash used in investing activities (20,204) (4,967)
------------- -------------
Cash flows from financing activities:
Principal payments on long-term debt (18,331) (52,634)
Proceeds from long-term debt 25,122 56,344
Checks issued in excess of bank balances (1,340) 1,296
Proceeds from issuance of preferred stock 5,000 --
Payment of other liabilities -- (140)
Debt issuance costs (315) (1,061)
------------- -------------
Net cash provided by financing activities 10,136 3,805
------------- -------------
Net decrease in cash and temporary cash investments (822) (6,225)
Cash and temporary cash investments:
Beginning of period 1,191 6,790
------------- -------------
End of period $ 1,191 $ 565
============= =============
</TABLE>
The accompanying notes are an integral
part of the consolidated financial statements.
5
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands except per share amounts)
A - Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Lund
International Holdings, Inc. and its subsidiaries, Lund Industries,
Incorporated, Deflecta-Shield Corporation (and its subsidiaries), Auto Ventshade
Company and Smittybilt, Inc. (collectively referred to as the Company). The
condensed consolidated balance sheet as of September 30, 1999, the consolidated
statements of operations for the three months and nine months ended September
30, 1999 and 1998, and the consolidated statements of cash flows for the nine
months ended September 30, 1999 and 1998 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such financial
statements have been included. Such adjustments consisted only of normal
recurring items. The results of operations for any interim period are not
necessarily indicative of results for the full year.
The December 31, 1998 condensed consolidated balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles. These financial statements should be
read in conjunction with the Company's audited consolidated financial statements
and related notes for the year ended December 31, 1998, which were included in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
The consolidated financial statements and accompanying notes are presented as
permitted by Form 10-Q, and do not contain certain information included in the
Company's annual financial statements and notes.
B - Acquisitions
On December 23, 1998, the Company, through a wholly-owned subsidiary, acquired
all of the issued and outstanding capital stock of Ventshade Holdings, Inc.
("Ventshade"), a manufacturer and supplier to the automotive aftermarket of
shades, visors, deflectors, and light covers for pick-up trucks, sport utility
vehicles, and passenger cars. The aggregate purchase price of approximately
$69.4 million consisted of an initial purchase price of $66.9 million, direct
transaction costs of $1.8 million, and a working capital adjustment of $0.7
million. The funds for the acquisition were obtained from (i) issuance of common
and preferred stock for aggregate gross proceeds of $25.0 million, (ii) proceeds
from a new term loan to the Company of $25.0 million, (iii) $20.0 million gross
proceeds from the issuance of 12.5% senior subordinated notes, and (iv) seller
financing of approximately $0.9 million.
On January 29, 1999, the Company, through a wholly-owned subsidiary, acquired
all of the issued and outstanding capital stock of Smittybilt, Inc.
("Smittybilt"), a manufacturer and supplier of tubular accessory products for
light trucks, including tubular steps, brush guards, bumpers and nerf bars. The
aggregate purchase price of approximately $19.0 million consisted of an initial
purchase price of $16.0 million, assumed debt of $2.0 million and direct
transactions costs of $1.0 million. The acquisition was financed by (i) issuance
of preferred stock for $5.0 million, (ii) senior lender financing of $9.5
million, and (iii) and $5.0 million from the Company's senior subordinated note
holder.
6
<PAGE>
LUND INTERNATIONAL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands except per share amounts)
In conjunction with the debt financing from the senior subordinated note
lenders, the Company issued warrants to purchase 704,839 shares of the Company's
Common Stock at $.11 per share, or 70,483.9 shares of Series B Preferred Stock
at $1.10 per share. These warrants were valued at $3,868 at the date of issuance
and are reflected as a component of additional paid-in capital. The amount is
also presented as a note discount and is being amortized to interest expense
using the straight-line method, which approximates the effective interest
method.
The following selected unaudited pro forma information is being provided to
present a summary of the combined results of the Company as if the Ventshade and
Smittybilt acquisitions had occurred as of January 1, 1999 and 1998, giving
effect to purchase accounting adjustments. The pro forma data is for
informational purposes only and may not necessarily reflect the results of
operations of the Company had the acquired businesses operated as part of the
Company for the period presented.
Nine Months Ended
Three Months Ended -------------------------------------
September 30, September 30, September 30,
1998 1999 1998
------------------ ----------------- ------------------
Net sales $ 41,574 $ 149,239 $ 141,395
Net loss (120) (1,845) (606)
Basic and diluted
net loss per share (0.02) (0.23) (0.08)
C - Inventories
Inventories consisted of the following:
September 30, December 31,
1999 1998
------------ -----------
Raw materials $11,791 $11,084
Finished goods and work in process 13,191 10,687
------------ -----------
$24,982 $21,771
============ ===========
D - Segment Reporting
The Company's business activities are organized around three primary business
units: light truck, suspension, and heavy truck. Internal reporting conforms to
this organizational structure with no significant differences in accounting
policies applied. The Company allocates resources to each business unit based on
net sales and net employed capital which is defined as current assets; property,
plant and equipment, net; other assets excluding deferred taxes and goodwill and
other intangibles; less current liabilities and other liabilities excluding
deferred taxes and debt. The Company's business is the design, manufacture,
marketing, and distribution of automotive accessories. In so doing, the
Company's business units are divided into automotive appearance accessories for
light trucks, sport utility vehicles, vans and passenger cars; appearance
accessories for heavy trucks; and suspension systems for light trucks and sport
utility vehicles.
7
<PAGE>
A summary of the Company's business activities reported by its three business
segments (including the Ventshade and Smittybilt Acquisitions only subsequent to
December 24, 1998 and January 30, 1999, respectively) for the three-month and
nine-month periods ended September 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
NET SALES:
Light truck $ 41,310 $ 23,074 $ 123,586 $ 66,449
Heavy truck 4,869 4,206 14,551 12,617
Suspension 3,239 2,062 9,922 7,358
--------- --------- --------- ---------
Total 49,418 29,342 148,059 86,424
--------- --------- --------- ---------
INCOME FROM OPERATIONS:
Light truck 886 (708) 3,144 (1,350)
Heavy truck 1,554 881 3,924 3,431
Suspension 363 20 1,197 557
--------- --------- --------- ---------
Total 2,803 193 8,265 2,638
Other income (expense):
Interest expense (3,135) (1,393) (9,359) (4,118)
Interest income 31 23 48 104
Other, net 27 10 43 (3)
--------- --------- --------- ---------
LOSS BEFORE INCOME TAXES (274) (1,167) (1,003) (1,379)
Income tax (benefit) expense 1,161 62 492 (52)
--------- --------- --------- ---------
NET LOSS $ (1,435) $ (1,229) $ (1,495) (1,327)
========= ========= ========= =========
</TABLE>
E - Earnings per share (EPS)
Basic EPS is calculated as net (loss) income divided by weighted average common
shares outstanding. The Company's dilutive securities are primarily issuable
under the Company's Incentive Stock Option Plans, the Non-Employee Director
Stock Option Plan, stock warrants and convertible preferred stock. Diluted EPS
is calculated as net income divided by weighted average common shares
outstanding, increased to include the assumed conversion of dilutive securities.
Dilutive securities are excluded from the calculation of weighted average common
and common equivalent shares outstanding in all loss periods, as their
calculation would be anti-dilutive.
F - Comprehensive income (loss)
There were no other comprehensive income (loss) items in the three months and
nine months ended September 30, 1999 or 1998.
G - Stock Transaction
In August 1999, certain holders of Series B Preferred Stock converted on a
ten-to-one basis 156,359.9 shares into 1,563,599 shares of common stock.
8
<PAGE>
H - Credit Agreement
As of September 30, 1999, the Company was not in compliance with two of the
financial covenants of the credit agreement between the Company and Heller
Financial, Inc. ("Lender"). On November 8, 1999, the Company received a waiver
of the violations that had occurred through September 30, 1999. The Company does
not believe it will be in compliance with all of the financial covenants under
the current credit agreement in the fourth quarter of 1999. Accordingly, as
required by generally accepted accounting principles, the Company has classified
all borrowings as of September 30, 1999 under the credit agreement with the
Lender as a current liability. The Company is in the process of reviewing its
financial projections for the year 2000 to decide whether there will be a need
to negotiate the restructure of its financial covenants under its existing
credit facility. The Company believes it will be able to restructure its
covenants, if necessary, but cannot provide assurance that any resulting terms
will be favorable to the Company. The Company has scheduled a meeting at the end
of November with its Lender and participating lenders to discuss this matter.
* * * * *
PricewaterhouseCoopers LLP, the Company's independent accountants, have
performed a review of the unaudited interim consolidated financial statements
included herein and their report thereon accompanies this filing. This report is
not a "report" within the meaning of Sections 7 and 11 of the 1933 Act and the
independent accountant's liability under Section 11 does not extend to it.
9
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Lund International Holdings, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of Lund
International Holdings, Inc. (the Company) as of September 30, 1999, the related
consolidated statements of operations for the three months and nine months ended
September 30, 1999 and 1998, and consolidated statements of cash flows for the
nine months ended September 30, 1999 and 1998. These consolidated financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for the financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1998, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the year then ended (not presented herein); and in our report
dated February 19, 1999, we expressed an unqualified opinion on those
consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1998, is fairly stated in all
material respects in relation to the consolidated balance sheet from which it
has been derived.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
November 8, 1999
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
($ in thousands, except share and per share data)
GENERAL OVERVIEW:
Lund International Holdings, Inc. (the "Company"), through its wholly-owned
subsidiaries, Lund Industries, Incorporated ("Lund"), Deflecta-Shield
Corporation and its subsidiaries ("Deflecta-Shield"), Auto Ventshade Company
("Ventshade"), and Smittybilt, Inc. ("Smittybilt") designs, manufactures,
markets and distributes appearance automotive aftermarket accessories and other
products for light trucks, sport utility vehicles and vans ("light trucks"), for
passenger cars and for heavy trucks. Products directed at the light truck and
automobile market include side window ventvisors, windsheild visors, hood
shields/bug deflectors, running boards, tonneau covers, aluminum storage boxes,
tubular products, and other appearance accessories. In addition, the Company is
a leading original equipment manufacturer ("OEM") of accessories for the light
truck and heavy truck markets and supplies suspension systems for light trucks.
On December 23, 1998 and January 28, 1999, the Company acquired 100% of the
outstanding common stock of Ventshade and Smittybilt, respectively (the
"Acquisitions"). The Acquisitions were accounted for under the purchase method
of accounting, which required the Company to recognize a $1,150 increase in cost
of goods sold in the first six months of 1999 to reflect the write-up of the
Acquisitions' finished goods and work-in-process inventories acquired by the
Company. The purchase method of accounting for the Acquisitions also resulted in
recording fair value adjustments to molds and dies, goodwill and other
intangible assets of approximately $56.2 million with depreciation and
amortization periods ranging from 4 to 40 years. For the nine months ending
September 30, 1999, the Company's consolidated results of operations and
consolidated statement of cash flows include Ventshade for the entire period and
Smittybilt from its date of acquisition on January 28, 1999 to September 30,
1999.
To finance the Acquisitions, the Company sold shares of common and preferred
stock for $30.0 million and received financing of $34.5 million from its primary
senior lender, seller financing of approximately $0.9 million and financing of
$25.0 million from senior subordinated lenders which lenders also received
warrants to purchase 704,839 shares of Common Stock, or 70,483.9 shares of
Series B Preferred Stock.
On January 31, 1999, the Company sold the assets, principally property and
equipment, of its Fibernetics specialty fiberglass and plastics division in
Compton, California for approximately $1.0 million. The loss on the sale of
these assets was not material.
RESULTS OF OPERATIONS:
Certain 1998 adjusted pro forma information is included for comparative purposes
to provide information comparable to the third quarter and nine months
year-to-date 1999 actual information. To provide comparable 1998 information,
the adjusted pro forma information assumes the acquisition of Ventshade was
completed on January 1, 1998, and the acquisition of Smittybilt and the sale of
Fibernetics were completed on February 1, 1998.
11
<PAGE>
Three Months Ended September 30,
-------------------------------------
1999 1998 1998
Actual Actual Pro forma
------ ------ ---------
NET SALES:
Light truck $ 41,310 $ 23,074 $ 40,851
Heavy truck 4,869 4,206 4,206
Suspension 3,239 2,062 2,063
-------- -------- --------
Total 49,418 29,342 47,120
-------- -------- --------
INCOME FROM OPERATIONS:
Light truck 886 (708) 2,361
Heavy truck 1,554 881 881
Suspension 363 20 20
-------- -------- --------
Total 2,803 193 3,262
Other income (expense), net:
Interest expense (3,135) (1,393) (3,140)
Interest income 31 23 34
Other, net 27 10 (46)
-------- -------- --------
(LOSS) INCOME BEFORE INCOME TAXES $ (274) $ (1,167) $ 110
======== ======== ========
Nine Months Ended September 30,
-------------------------------------
1999 1998 1998
Actual Actual Pro forma
------ ------ ---------
NET SALES:
Light truck $123,586 $ 66,449 $116,143
Heavy truck 14,551 12,617 12,617
Suspension 9,922 7,358 7,359
-------- -------- --------
Total 148,059 86,424 136,119
-------- -------- --------
INCOME (LOSS) FROM OPERATIONS:
Light truck 3,144 (1,350) 5,298
Heavy truck 3,924 3,431 3,431
Suspension 1,197 557 557
-------- -------- --------
Total 8,265 2,638 9,286
Other income (expense):
Interest expense (9,359) (4,118) (9,221)
Interest income 48 104 132
Other, net 43 (3) (289)
-------- -------- --------
LOSS BEFORE INCOME TAXES $ (1,003) $ (1,379) $ (92)
======== ======== ========
12
<PAGE>
The following tables set forth the percentage relationship to net sales of
certain items in the Company's consolidated statements of operations for the
periods indicated:
<TABLE>
<CAPTION>
Three Months Ended September 30
-------------------------------------------------------------------------------
1999 Actual 1998 Actual 1998 Pro forma
----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 49,418 100.0% $ 29,342 100.0% $ 47,120 100.0%
Gross profit 13,973 28.3 8,016 27.3 14,412 30.6
General and administrative 3,789 7.7 2,909 9.9 4,038 8.6
Selling and marketing 5,184 10.5 3,586 12.2 4,959 10.5
Research and development 862 1.7 737 2.5 815 1.7
Amortization of intangibles 1,335 2.7 591 2.1 1,338 2.8
Income from operations 2,803 5.7 193 0.6 3,262 6.9
Other (expense) income, net (3,077) (6.2) (1,360) (4.6) (3,152) (6.7)
Income tax (benefit) expense 1,161 2.3 62 0.2 32 0.1
Net income $ (1,435) (2.9)% $ (1,229) (4.2)% $ 78 0.2%
<CAPTION>
Nine Months Ended September 30
-------------------------------------------------------------------------------
1999 Actual 1998 Actual 1998 Pro forma
----------------------- ----------------------- -----------------------
Net sales 148,059 100.0% $ 86,424 100.0% $ 136,400 100.0%
Gross profit 42,251 28.5 25,274 29.2 41,273 30.3
General and administrative 11,721 7.9 8,416 9.7 11,404 8.4
Selling and marketing 15,621 10.6 10,275 11.9 14,250 10.4
Research and development 2,675 1.8 2,187 2.5 2,369 1.7
Amortization of intangibles 3,969 2.7 1,758 2.1 3,966 2.9
Income from operations 8,265 5.6 2,638 3.0 9,286 6.8
Other (expense) income, net (9,268) (6.3) (4,017) (4.6) (9,378) (6.9)
Income tax (expense/benefit) 492 0.3 (52) (0.1) (25) --
Net loss $ (1,495) (1.0)% $ (1,327) (1.5)% $ (67) (0.1)%
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998 (ACTUAL AND PRO FORMA)
NET SALES: Consolidated net sales for the three months ended September 30, 1999
were $49,418, an increase of $20,076 over consolidated net sales of $29,342 for
the three months ended September 30, 1998, reflecting the impact of the
Ventshade and Smittybilt acquisitions on 1999 net sales. Consolidated net sales
increased $2,298, or 4.9%, over 1998 pro forma consolidated net sales. This
increase was primarily attributable to the following factors: (i) light truck
net sales increased $459, or 1.1%, (ii) heavy truck net sales increased $663, or
15.8%, and (iii) suspension net sales increased $1,176, or 57.0%. In light
truck, gains in sales of windshield visors, hood shields, bug deflectors, vent
visors and tubular products were offset by a decline in aluminum and fiberglass
running boards. Sales of running boards in aftermarket channels continue to be
faced with a decline in market demand due to increased market share by OEMs that
install boards on sport utility vehicles and pickups.
COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the three
months ended September 30, 1999 was 28.3% of net sales compared to 27.3% of net
sales for the three months ended September
13
<PAGE>
30, 1998. The gross profit margin for the three months ended September 30, 1998
on a pro forma basis was 30.6% of net sales. The decrease in gross margin for
the three months ended September 30, 1999 compared to pro forma 1998 is
attributable to additional expenses incurred in the start-up of the Company's
expanded warehouse in Anoka, Minnesota, adjustments made to excess inventory
reserves, increased product returns and higher concentrations of sales in lower
margin product lines.
GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$3,789, or 7.7% of net sales, for the three months ended September 30, 1999,
compared to $2,909, or 9.9% of net sales, for the comparable three month period
ended September 30, 1998. On a pro forma basis for 1998, general and
administrative expenses were $4,038, or 8.6% of net sales. The decrease of $249
for the three months ended September 30, 1999 over the 1998 comparable pro forma
period is due to headcount reductions in the light truck business unit and a
concerted effort to reduce overhead costs throughout the Company, offset by
higher bonus accruals in those business units outperforming their 1999 operating
plans.
SELLING AND MARKETING EXPENSES: Selling and marketing expenses were $5,184, or
10.5% of net sales, for the three months ended September 30, 1999, compared to
$3,586, or 12.2% of net sales, for the three months ended September 30, 1998.
Selling and marketing expenses were $4,959, or 10.5% of net sales, for the 1998
comparable pro forma period. The increase of $225 for the three months ended
September 30, 1999 from the 1998 pro forma period is the result of promotional
costs in new retail accounts and volume-related expenses such as commissions and
co-op advertising.
RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were $862,
or 1.7% of net sales, for the three months ended September 30, 1999, compared to
$737, or 2.5% of net sales, for the three months ended September 30, 1998. On a
pro forma basis, research and development expenses were $815, or 1.7% of net
sales, for the three months ended September 30, 1998. The increase of $47 for
the three months ended September 30, 1999 over the comparable 1998 pro forma
period is the result of investments in product development.
AMORTIZATION OF INTANGIBLES: Amortization expense was $1,335 for the three
months ended September 30, 1999, compared to $591 for the three months ended
September 30, 1998. The increase in amortization in 1999 reflects the allocation
of the Acquisitions' purchase price to goodwill, customer lists, work force in
place, and non-compete agreements.
INCOME FROM OPERATIONS: Income from operations for the three months ended
September 30, 1999 increased $2,610, over the three months ended September 30,
1998, as a result of the Acquisitions. Compared to the comparable 1998 pro forma
period, income from operations has decreased $459, or 14.1%, due to declines in
the light truck division of $1,475 offset by increases in the heavy truck and
suspension divisions of $673 and $343.
OTHER INCOME (EXPENSE), NET: Other expense, net, was $3,077 for the three months
ended September 30, 1999, compared to $1,360 of expense for the three months
ended September 30, 1998. For the 1998 comparable pro forma, other expense, net,
was $3,152. The increase in expense in 1999 and pro forma 1998 over actual 1998
reflects the increased interest on borrowings to finance the Acquisitions.
INCOME TAX EXPENSE (BENEFIT): For the three months ended September 30, 1999, the
Company recorded a tax expense of $1,161. This amount reflects an adjustment in
the third quarter of 1999 due to
14
<PAGE>
a change in the expected annual effective income tax rate based on updated
operating estimates for 1999. The Company's effective tax rate is substantially
different than the statutory federal tax rate of 34% due to the amortization of
non-tax deductible goodwill recorded in connection with the Acquisitions.
NET INCOME PER SHARE: The Company's net loss for the three months ended
September 30, 1999 increased ($206) to ($1,435), or ($.17) per share, from
($1,229), or ($.18) per share, for the three months ended September 30, 1998. On
a pro forma basis, net income was $78, or $.01 per share, for the comparable
period of 1998.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998 (ACTUAL AND PRO FORMA)
NET SALES: Consolidated net sales for the nine months ended September 30, 1999
were $148,059, an increase of $61,635 over consolidated net sales of $86,424 for
the nine months ended September 30, 1998, reflecting the impact of the Ventshade
and Smittybilt acquisitions on 1999 net sales. Consolidated net sales increased
$11,659, or 8.6%, over 1998 pro forma consolidated net sales primarily
attributable to: (i) light truck net sales increased $7,443, or 6.4%, (ii) heavy
truck net sales increased $1,934, or 15.3%, and (iii) suspension net sales
increased $2,563, or 34.8%. In the light truck business unit, gains were
recognized in hood shields and bug deflectors, ventvisors, headlight and
taillight covers, aluminum tool boxes, tubular products, and other appearance
accessories while net sales were down in windshield visors, running boards, and
tonneau covers. Windshield visors and running boards are faced with a decline in
market demand due to changing styling trends and increased market share by OEMs
that install boards on sport utility vehicles and pickups. In the heavy truck
business unit volume is up in most all product lines due to a strong year for
the sale of Class 8 vehicles in this industry. The suspension business volume
gain is a result of its success with new product introductions.
COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the nine months
ended September 30, 1999 was 28.5% of net sales compared to 29.2% of net sales
for the nine months ended September 30, 1998. The gross profit margin for the
nine months ended September 30, 1998 on a pro forma basis was 30.3% of net
sales. The decrease in gross margin for the nine months ended September 30, 1999
compared to pro forma 1998 is attributable to increased product returns and
promotional discounts, higher concentrations of sales in lower margin product
lines, and excessive warehouse costs incurred for the Company's transition from
its Iowa distribution facility to its expanded Anoka, Minnesota distribution
facility.
GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$11,721, or 7.9% of net sales, for the nine months ended September 30, 1999,
compared to $8,416, or 9.7% of net sales, for the comparable nine month period
ended September 30, 1998. On a pro forma basis for 1998, general and
administrative expenses were $11,404, or 8.4% of net sales. The increase of $317
for the nine months ended September 30, 1999 over the 1998 comparable pro forma
period is due to higher bonus accruals in business units that are out-performing
their 1999 operating plan, and the incremental cost of converting all
Deflecta-Shield locations to a common data processing system, offset by
headcount reductions in the light truck business unit.
SELLING AND MARKETING EXPENSES: Selling and marketing expenses were $15,621, or
10.6% of net sales, for the nine months ended September 30, 1999, compared to
$10,275, or 11.9% of net sales, for the nine months ended September 30, 1998.
Selling and marketing expenses were $14,250, or 10.4% of net sales, for the 1998
comparable pro forma period. The increase of $1,371 for the nine months ended
15
<PAGE>
September 30, 1999 from the 1998 pro forma period is the result of promotional
costs in new retail accounts and volume-related expenses such as commissions and
coop advertising.
RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were
$2,675, or 1.8% of net sales, for the nine months ended September 30, 1999,
compared to $2,187, or 2.5% of net sales, for the nine months ended September
30, 1998. On a pro forma basis, research and development expenses were $2,369,
or 1.7% of net sales, for the nine months ended September 30, 1998. The increase
of $306 for the nine months ended September 30, 1999 over the comparable 1998
pro forma period is the result of investments in product development.
AMORTIZATION OF INTANGIBLES: Amortization expense was $3,969 for the nine months
ended September 30, 1999, compared to $1,758 for the nine months ended September
30, 1998. The increase in amortization in 1999 reflects the allocation of the
Acquisitions' purchase price to goodwill, customer lists, work force in place,
and non-compete agreements.
INCOME FROM OPERATIONS: Income from operations for the nine months ended
September 30, 1999 increased $5,627 over the nine months ended September 30,
1998 as a result of the Acquisitions in the light truck business unit. Compared
to the comparable 1998 pro forma period, income from operations has decreased
$1,021, or 11.0%, due to declines in the light truck division of $2,154 offset
by increases in the heavy truck and suspension divisions of $493 and $640
respectively.
OTHER INCOME (EXPENSE), NET: Other expense, net, was $9,268 for the nine months
ended September 30, 1999, compared to $4,017 of expense for the nine months
ended September 30, 1998. For the 1998 comparable pro forma period, other
expense, net, was $9,378. The increase in expense in 1999 and pro forma 1998
over actual 1998 reflects the increased interest on borrowings to finance the
Acquisitions.
INCOME TAX EXPENSE (BENEFIT): For the nine months ended September 30, 1999, the
Company recorded an income tax expense of $492. The Company currently
anticipates that its income tax rate in 1999 will exceed 100% of its loss before
income taxes due to the add-back of non deductible goodwill amortization for tax
purposes. The Company's effective tax rate is substantially higher than the
statutory federal tax rate of 34% due to amortization of non-tax deductible
goodwill recorded in connection with the Acquisitions.
NET INCOME PER SHARE: The Company's net loss for the nine months ended September
30, 1999 increased ($168) to ($1,495), or ($.19) per share, from a net loss of
($1,327), or ($.22) per share, for the nine months ended September 30, 1998. On
a pro forma basis, the net loss was ($67), or $.01 per share, for the comparable
period of 1998.
16
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES:
Cash provided by operating activities was $9,246 for the nine months ended
September 30, 1999 compared to cash used in operating activities of $5,063 for
the nine months ended September 30, 1998. The significant use of cash from
operating activities in 1998 was due to payment of liabilities for settlement of
stock options and acquisition fees related to the Company's acquisition of
Deflecta-Shield in December 1998.
Cash used in investing activities was $20,204 and $4,967 for the nine months
ended September 30, 1999 and 1998, respectively. The 1999 investing activity
reflects the acquisition of Smittybilt and the Anoka warehouse expansion while
the 1998 investing activity reflects the purchase of the remaining 1.2% of
Deflecta-Shield's common stock.
Cash provided by financing activities of $10,136 for the nine months ended
September 30, 1999 reflects proceeds from sale of the Company's preferred stock
and borrowings under the Company's credit facilities to purchase all the
outstanding shares of Smittybilt. In 1998, cash provided by financing activities
of $3,805 reflects the increased borrowings to pay off the Company's interim
tender loan facility and Deflecta-Shield's revolving credit loan and related
acquisition costs and expenses.
The Company believes that its $30 million revolving credit facility and
operating cash flows will be sufficient to satisfy its working capital
requirements, required debt principal payments and operating capital
expenditures. The Company's availability of funds under its revolving credit
line is based on a percentage of eligible inventories and receivables. As of
September 30, 1999, the Company had borrowed $13,669 under its revolving credit
line and had availability of $16,331. (See Item 1, Paragraph H - Credit
Agreement, Page 9.)
Consolidated assets have increased $14,565 from $221,357 at December 31, 1998 to
$235,922 at September 30, 1999. The increase in assets primarily reflects the
acquisition and consolidation of Smittybilt in 1999.
YEAR 2000 COMPLIANCE:
Many financial information and operational systems in use today may not be able
to interpret dates after December 31, 1999 because such systems allow only two
digits to indicate the year in a date. As a result, such systems are unable to
distinguish January 1, 2000 from January 1, 1900, which could have adverse
consequences on the operations of an entity and the integrity of information
processing. This potential problem is referred to as the "Year 2000" or "Y2K"
issue.
State Of Readiness
In April 1998, the Company upgraded its central processor in its Minnesota
headquarters and by June 1998, the Company had implemented a century-dated
version of its new BPCS software. Consequently, by June 1998, the central
processor and the business operating system of the Company in its Minnesota
headquarters were Y2K compliant for its main information technology (IT) system.
Simultaneously, in the first quarter of 1998, the Company embarked on Y2K
planning dedicated to systematically integrating the operations that were
acquired with the acquisition of Deflecta-Shield. At the time of the
acquisition, each Deflecta-Shield entity operated its own business system, none
of which were Y2K compliant.
17
<PAGE>
As of November 1, all of the Deflecta-Shield entities have been converted to the
Company's IT systems that are Y2K compliant. At the same time, with each
conversion to the Company's IT system, network topology and desktop computing is
upgraded. All servers and software are Y2K compliant. Thus, with each conversion
to BPCS, the business operating system, the WAN/LAN topology and desktop
computing of each operating entity is Y2K compliant.
Beyond the activities of conversion to BPCS, the Y2K plan consists of a
five-step process: inventory, assessment, planning, remediation, and testing.
The Company has completed its inventory, assessment and documentation of IT and
non-IT systems for Y2K compliance. Letters to primary business partners, such as
customers, suppliers, and financial institutions, have been mailed requesting
certain Y2K information. To date, the Company has remediated all deficiencies
within its technical infrastructure. The Company successfully performed a full
systems stress test.
The Company has also inventoried non-IT micro-controlled equipment, such as
production equipment and security systems, and has assessed any potential
vulnerability. There are no significant issues relating to plant production
equipment. Plant operations are, in general, not computer controlled since
manufacturing processes are discrete and based on work center or cell. None of
the Company's products include any microcontrollers.
The two recent Acquisitions, Ventshade and Smittybilt, are Y2K compliant in
terms of business operating system, central processors and software. The Company
expects no material issues from any of the equipment and software utilized by
these entities.
Cost
The Company has incurred a total cost of about $900 in 1998 and 1999, of which a
portion will be capitalized and the remainder charged to earnings in the
respective years. The Company does not expect these activities to materially
impact earnings.
Risks
Mission critical suppliers and customers are Y2K compliant. The Company's
technical infrastructure, business systems and software programs are also Y2K
compliant. However, the Company does regard as a risk, delivery of
infrastructure services, such as, power used to operate their plants and
systems.
Contingency Plans
The Company will staff each operation on Saturday, January 1, 2000, to validate
its ability to manufacture and transact within the business system. In certain
operations of the Company, raw material and finished good inventories will be
increased to ensure supply continuity to trading partners even if there were
temporary disruptions related to Y2K incidences. Beyond this, manual shipment
and receiving processes are in place that provide solutions to temporary Y2K
failures.
18
<PAGE>
Summary:
Due to the uncertain nature of the Y2K problem, the Company's management cannot
state with certainty whether Y2K issues will have a material adverse effect on
the Company's business, results of operations, or financial position. The
Company believes it is taking reasonable steps to address the Y2K problem, but
the Y2K problem is a very complex one. If several of the Company's external
business partners should fail to implement successful Y2K programs, or if the
Company should fail to identify Y2K deficiencies in critical IT and non-IT
systems, Y2K problems could have a material adverse effect on the Company's
business, results of operations, or financial position.
The projected expenditures and dates contained in this discussion are based on
the Company's best estimates and are derived from assumptions about future
events, including the availability of resources and other factors. The Company
does not guarantee that these estimates will be achieved and results may vary
due to uncertainties.
The forward-looking statements contained in this section under the heading "Year
2000 Compliance" should be read in conjunction with the Company's disclosure
below under the heading "Forward-Looking Statements."
OUTLOOK:
The acquisitions of Ventshade in 1998 and Smittybilt in 1999 brought to the
Company significant new product lines, outstanding customer service levels,
operational strengths to address new production methods, enhanced design and
engineering capabilities, and new market channels.
The Company has a strong presence with the majority of the warehouse
distributors and an OEM presence in both the light truck and heavy truck
markets, especially in key product lines such as bug shields/hood protectors and
aluminum products. Ventshade strengthened the light truck markets with its key
product lines such as bugflectors, ventshades, and ventvisors. In addition,
Ventshade contributed an increased presence in the mass merchandiser and retail
specialty markets. Smittybilt enhanced the Company's product line with its
chromed and painted tubular accessory products.
Historically, the Company distributed its products principally through warehouse
distributors. With increased sales of light trucks over the past few years, mass
merchandisers, national automotive retailers and original equipment
manufacturers ("OEMs") are participating more and more in the distribution of
automotive appearance accessories. The impact of increased channel competition
is shifting a portion of sales away from warehouse distributors to national
automotive retailers, mass merchandisers, and OEMs. This shift has resulted in
increased competition within the warehouse distributor channel and created
pricing pressures, especially as it relates to plastic and fiberglass product
lines.
The automotive accessory market is currently going through significant
consolidation in both the manufacturing and distribution areas. The Company
expects to take advantage of this consolidation with both new product
development and acquisitions to become the market leader in all product
categories in which it competes. The long-term goal of the Company is to become
the low cost producer by increasing product line sales volume and customer
service levels through acquisition, product line rationalization and facility
consolidation to improve capacity utilization. This effort will be enhanced by
improved plant efficiencies, consolidation of purchasing and quality
improvements through improved engineering and QS9000 initiatives.
19
<PAGE>
In the quarter and nine months ended September 30, 1999, the Company (i)
continued its integration of its information systems into a single platform for
Lund and Deflecta-Shield, which was completed November 1, 1999, (ii) completed
its consolidation of Deflecta-Shield's Iowa warehouse into the Anoka, Minnesota
warehouse, and completed activities related to the expanded Minnesota warehouse,
and (iii) divested an unprofitable custom fiberglass and plastic operation
effective January 31, 1999. While the Company anticipates that each of the
aforementioned events will result in future benefits to the Company in 1999,
these events had a detrimental effect to the Company's earnings through the
period ending September 30, 1999.
While the Company remains committed to continued growth through acquisitions,
the Company currently is not actively engaged in negotiations regarding any
acquisitions.
FINANCIAL INSTRUMENTS MARKET RISK:
The Company's financial instruments include cash, accounts receivable, accounts
payable and long-term debt. The Company is exposed to interest rate risk arising
from transactions that are entered into during the normal course of business.
The Company's borrowings and revolving line of credit are dependent on the prime
interest and LIBOR rates. The estimated fair value of long-term debt
approximates its carrying value at September 30, 1999. The Company does not
enter into hedging or derivative instruments.
EFFECTS OF INFLATION:
Although increases in costs of certain materials and labor could adversely
affect operations, the Company generally has been able to increase its selling
prices to offset increased costs. Price competition, however, particularly in
the aluminum, plastic and fiberglass product lines, could affect the ability of
the Company to increase its selling prices to reflect such increased costs. In
general, management believes that the relatively moderate inflation over the
last few years did not have a significant impact on the Company's net sales but
that increasing raw material prices and labor costs have had an impact on gross
profit.
FORWARD LOOKING STATEMENTS:
Statements made herein relating to future financial results, the effects of the
Acquisitions, Company operations, trends and market analysis, Year 2000
compliance, among others, and statements which use the words "believe",
"anticipate", "expect", or similar words, are forward-looking statements made
under the Private Securities Litigation Reform Act of 1995. These statements
involve risks and uncertainties which could cause results to differ materially
from those anticipated. With respect to the Company's acquisitions, among the
factors that could cause anticipated results to differ materially are the
following: inability to obtain expected efficiencies, or to obtain them in a
timely manner; inability to effectively manage a larger enterprise, to integrate
acquired companies or to control costs associated with such integration; and the
representations, warranties and covenants made in the merger and purchase
agreements proving to be materially untrue. In addition, Lund's,
Deflecta-Shield's, Ventshade's, and Smittybilt's business and operations (and
anticipated results) include the following risk factors: consumer preference
changes; risk of expansion into new distribution channels; delays in designing,
developing, testing or shipping of products; increased competition; general
economic developments and trends; developments and trends in the light truck and
automotive accessory market;
20
<PAGE>
sales of heavy trucks, which are cyclical; the timely development and
introduction of competitive new products by the Company and acceptance of those
products; and increased costs. This is not an exhaustive list and the Company
may supplement this list in future filings or releases or in connection with the
making of forward-looking statements.
21
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 5. Other Information
(a) A Form S-8 Registration Statement was filed October 1, 1999. This
filing registered shares of Common Stock to be issued upon exercise
of stock options granted under the Company's 1998 Stock Option
Incentive Plan and 1999 Stock Option Incentive Plan.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
15 An awareness letter from the Company's independent accountants
regarding unaudited interim financial statements.
- ----
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 8, 1999
LUND INTERNATIONAL HOLDINGS, INC.
(Registrant)
By: /s/ Dennis W. Vollmershausen
-------------------------------------
Dennis W. Vollmershausen
President and Chief Executive Officer
By: /s/ Edmund J. Schwartz
-------------------------------------
Edmund J. Schwartz
Chief Financial Officer
23
EXHIBIT 15
(PricewaterhouseCoopers LLP Letterhead)
(Minneapolis, MN)
November 11, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington D.C. 20549
Commissioners:
We are aware that our report dated November 8, 1999 on our reviews of the
interim consolidated financial information of Lund International Holdings, Inc.
(the "Company") for the three-month and nine-month periods ended September 30,
1999 and 1998, and included in the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, is incorporated by reference in the
Company's Registration Statements on Form S-8 (Registration Nos. 333-46263,
33-64083 and 33-37160).
Yours very truly,
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
24
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