Graco Inc.

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8-K
GRACO INC filed this Form 8-K on 01/30/2017
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2017

Graco Inc.
(Exact name of registrant as specified in charter)
 
   
Minnesota
 
001-09249
 
41-0285640
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)   
  
 
88 – 11th Avenue Northeast
Minneapolis, Minnesota
 
55413
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
(612) 623-6000
 
 
Registrant’s telephone number, including area code
 

 
Not Applicable
 
 
(Former name or former address if changed since last report.)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02.
Results of Operations and Financial Condition

On January 30, 2017, Graco Inc. issued a press release to report the Company’s results of operations and financial condition for the year ended December 30, 2016. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits
  (d)
 
Exhibits
 
 
99.1
Press Release dated January 30, 2017

Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
 
 
 
 
 
 
 
Date:
January 30, 2017
 
GRACO INC.
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Karen Park Gallivan
 
 
 
 
 
 
Karen Park Gallivan
 
 
 
 
 
 
Its: Vice President, General Counsel and Secretary
 
 




Exhibit

Exhibit 99.1
 
 
GRACO INC.
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11350238&doc=3
 
 
 
P.O. Box 1441
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11350238&doc=4
Minneapolis, MN
55440-1441
NYSE: GGG
FOR IMMEDIATE RELEASE:
FOR FURTHER INFORMATION:
Monday, January 30, 2017
Financial Contact: Christian Rothe, 612-623-6205
Media Contact: Charlotte Boyd, 612-623-6153
Charlotte_M_Boyd@graco.com
Graco Reports Record Fourth Quarter and Full-Year Sales
Non-cash Impairment Charge of $192 million

MINNEAPOLIS (January 30, 2017) - Graco Inc. (NYSE: GGG) today announced results for the quarter and year ended December 30, 2016.
Summary
$ in millions except per share amounts
 
Quarter Ended
 
Year Ended
 
Dec 30,
2016
 
Dec 25,
2015
 
% Change
 
Dec 30,
2016
 
Dec 25,
2015
 
% Change
Net Sales
$
349.1

 
$
325.6

 
7
 %
 
$
1,329.3

 
$
1,286.5

 
3
 %
Operating Earnings (Loss)
(106.9
)
 
76.1

 
(240)
 %
 
113.9

 
302.1

 
(62)
 %
Net Earnings (Loss)
(104.2
)
 
53.5

 
(295)
 %
 
40.7

 
345.7

 
(88)
 %
Diluted Net Earnings (Loss) per Common Share
$
(1.83
)
 
$
0.94

 
(295)
 %
 
$
0.71

 
$
5.86

 
(88)
 %
Diluted Net Earnings per Common Share, adjusted (1)
$
1.00

 
$
0.93

 
8
 %
 
$
3.55

 
$
3.46

 
3
 %
(1) Excludes effects of non-cash impairment charges recorded in the fourth quarter of 2016 and the net investment income from the Liquid Finishing businesses sold in the second quarter of 2015. See adjusted financial results below for a reconciliation of the adjusted non-GAAP financial measures to GAAP.
Earnings (loss) for the quarter and year included non-cash impairment charges of $192 million ($161 million after tax effects) related to assets of businesses acquired in 2014 and 2015 that have significant exposure to oil and natural gas markets.
Sales for the quarter increased 7 percent. The fiscal fourth quarter of 2016 included 14 weeks compared to 13 weeks in 2015.
Gross margin rates remained strong, consistent with last year's rates.
Operating earnings before non-cash impairment charges were up 12 percent for the quarter compared to the fourth quarter last year.
Earnings for the year 2015 included net investment income of $192 million ($141 million after tax effects) from Liquid Finishing businesses sold in the second quarter of 2015.
Net earnings for the year 2015 included non-recurring income tax benefits totaling $9 million, or $0.15 per diluted share.
“The Company posted the highest quarterly sales growth rate of the year in the 14-week fourth quarter, with double-digit performance from our Contractor segment and high single-digit growth from our EMEA region,” said Patrick J. McHale, Graco’s President and Chief Executive Officer. “On an organic, constant currency basis we achieved growth in every region and reportable segment for the quarter and the full year, with the exception of our Process segment, which continues to experience headwinds from ongoing weakness in the oil and natural gas market. The large impairment charge in our Oil and Natural Gas business this quarter is a disappointment, but we remain committed to the long-term potential of this business. We continue to invest in commercial resources to expand geographic coverage, drive innovation, grow our channel, and increase market share. As the market recovers, we expect to benefit from these actions and will strive to turn this business into a solid performer for Graco.”

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Page 2 GRACO


Non-cash Impairment Charges

In 2016, operating results of our Oil and Natural Gas reporting unit ("ONG") within the Process segment fell short of expectations due to weakness in oil and natural gas markets. At the end of the third quarter, we concluded that the depth and length of industry weakness, and its continuing impact on ONG results, were greater than previously expected, so we initiated an impairment analysis. We completed the impairment analysis in the fourth quarter and recorded adjustments to reduce goodwill by $147 million and other intangible assets by $45 million. The non-cash impairment charges reduced operating earnings by $192 million, created a $31 million deferred tax benefit, and decreased net earnings by $161 million.

Financial Results Adjusted for Comparability

Non-cash impairment charges in 2016 and investment income from Liquid Finishing businesses sold in 2015 created large fluctuations in financial results. Excluding those items provides a more consistent comparison of ongoing financial results. A calculation of the non-GAAP measurements of adjusted operating earnings, net earnings and diluted earnings per share, excluding non-cash impairment charges in 2016 and investment income in 2015, follows (in millions except per share amounts):
 
Quarter Ended
 
Year Ended
 
Dec 30,
2016
 
Dec 25,
2015
 
Dec 30,
2016
 
Dec 25,
2015
Operating Earnings (Loss), as reported
$
(106.9
)
 
$
76.1

 
$
113.9

 
$
302.1

Impairment
192.0

 

 
192.0

 

Operating Earnings, adjusted
$
85.1

 
$
76.1

 
$
305.9

 
$
302.1

 
 
 
 
 
 
 
 
Net Earnings (Loss), as reported
$
(104.2
)
 
$
53.5

 
$
40.7

 
$
345.7

Impairment
192.0

 

 
192.0

 

Held separate investment (income), net

 
(0.9
)
 

 
(191.6
)
Income tax effect
(30.6
)
 
0.3

 
(30.6
)
 
50.2

Net Earnings, adjusted
$
57.2

 
$
52.9

 
$
202.1

 
$
204.3

 
 
 
 
 
 
 
 
Weighted Average Diluted Shares
57.1

 
57.3

 
57.0

 
59.0

Diluted Earnings (Loss) per Share
 
 
 
 
 
 
 
   As reported
$
(1.83
)
 
$
0.94

 
$
0.71

 
$
5.86

   Adjusted
$
1.00

 
$
0.93

 
$
3.55

 
$
3.46


Consolidated Results

Sales for the quarter increased 7 percent, with increases of 7 percent in the Americas, 9 percent in EMEA (14 percent at consistent translation rates) and 4 percent in Asia Pacific. Sales for the year increased 3 percent, with increases of 2 percent in the Americas, 7 percent in EMEA and 3 percent in Asia Pacific. Incremental sales from operations acquired within the last 12 months totaled $4 million for the quarter and $19 million for the year. Changes in currency translation rates reduced sales by approximately $4 million for the quarter and $12 million for the year. Organic sales at consistent translation rates increased 7 percent for the quarter and 3 percent for the year. There were 53 weeks in fiscal 2016, with 14 weeks in the fourth quarter compared to 52 weeks in fiscal 2015, with 13 weeks in the fourth quarter.

Gross profit margin rates for the quarter and year were consistent with rates in the comparable periods last year. The favorable effects of realized pricing and product and channel mix offset the unfavorable impacts of lower factory volume.


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Page 3 GRACO


Total operating expenses for 2016 include the non-cash impairment charge of $192 million in the fourth quarter. Excluding this charge, operating expenses increased by $4 million (4 percent) for the quarter and $20 million (5 percent) for the year. Expenses of acquired operations totaled $2 million for the quarter and $9 million for the year. 

Operating earnings for the quarter, before non-cash impairment charges, increased 12 percent over the comparable period last year. For the year, operating earnings before non-cash impairment charges increased 1 percent, as the 5 percent increase in expenses exceeded the 3 percent increase in sales.

The effective tax rate for the quarter was 6 percent compared to a 27 percent effective rate for the fourth quarter last year. The impact of the impairment on the effective tax rate was a decrease of approximately 23 percentage points. The fourth quarter of 2016 included one quarter of the federal R&D credit while the fourth quarter of 2015 included a full year of the credit. The effective tax rate for the year was 58 percent, including approximately 28 percentage points related to the impairment charge, compared to 27 percent in 2015. Last year’s rate included favorable impacts of non-recurring tax benefits and post-tax dividend income, partially offset by the tax rate effects of the gain on the sale of Liquid Finishing business assets. The net increase in effective rate from those items was partially offset by additional 2016 benefit from foreign earnings being taxed at lower rates than the U.S.
 
Segment Results

Management assesses performance of segments by reference to operating earnings excluding unallocated corporate expenses and asset impairments. For a reconciliation of segment operating earnings to consolidated operating earnings, refer to the Segment Information table included in the financial statement section of this release. Certain measurements of segment operations are summarized below:
 
Quarter Ended
 
Year Ended
 
Industrial
 
Process
 
Contractor
 
Industrial
 
Process
 
Contractor
Net Sales (in millions)
$
174.6

 
$
70.6

 
$
103.9

 
$
629.6

 
$
266.6

 
$
433.1

Percentage change
from last year
 
 
 
 
 
 
 
 
 
 
 
Sales
4
%
 
2
%
 
17
%
 
2
%
 
(3
)%
 
9
%
Operating earnings
4
%
 
17
%
 
27
%
 
3
%
 
(18
)%
 
6
%
Operating earnings as a percentage of sales
 
 
 
 
 
 
 
 
 
 
 
2016
34
%
 
15
%
 
19
%
 
33
%
 
13
 %
 
21
%
2015
34
%
 
13
%
 
18
%
 
33
%
 
16
 %
 
22
%

Industrial segment sales for the quarter increased 4 percent (6 percent at consistent translation rates), including increases of 11 percent in EMEA (15 percent at consistent translation rates) and 5 percent in Asia Pacific. Sales were flat in the Americas. Sales for the year increased 2 percent (3 percent at consistent translation rates), including increases of 6 percent in both EMEA and Asia Pacific (8 percent at consistent translation rates), partially offset by a decrease of 3 percent in the Americas. Operating margin rates for the Industrial segment were consistent with prior year.


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Page 4 GRACO


Process segment sales for the quarter increased 2 percent (4 percent at consistent translation rates). An increase of 6 percent in the Americas offset decreases of 9 percent in EMEA and 1 percent in Asia Pacific (both flat at consistent translation rates). Sales for the year in this segment were down 3 percent (1 percent at consistent translation rates), including decreases of 1 percent in the Americas, 5 percent in EMEA (flat at consistent translation rates) and 6 percent in Asia Pacific (4 percent at consistent translation rates). Operating margin rate improved in the fourth quarter, with higher sales volume and gross margin rate. For the year, operating margin rate decreased compared to last year due to lower sales volume and unfavorable expense leverage.

Contractor segment sales for the quarter increased 17 percent, with increases of 17 percent in the Americas, 19 percent in EMEA and 8 percent in Asia Pacific. Sales for the year increased 9 percent, with increases of 9 percent in the Americas and 18 percent in EMEA, partially offset by a 3 percent decrease in Asia Pacific. Operating margin rate improved in the fourth quarter, with higher sales volume, improved gross margin rate and favorable expense leverage. Operating margin rates decreased slightly compared to last year due to unfavorable expense leverage and product and channel mix.

Outlook

“Today we are initiating our full-year 2017 outlook of low single-digit organic sales growth on a constant currency basis worldwide, with low single-digit growth expected in each geographic region of the world,” stated McHale. “Graco is focused on achieving full-year sales growth in all geographic regions and reportable segments. Our Process segment experienced headwinds throughout 2016 and remains a source of caution as we enter 2017, despite easier comparables, while the outlook for our Contractor segment is for mid single-digit sales growth in 2017.”

Cautionary Statement Regarding Forward-Looking Statements

The Company desires to take advantage of the “safe harbor” provisions regarding forward-looking statements of the Private Securities Litigation Reform Act of 1995 and is filing this Cautionary Statement in order to do so. From time to time various forms filed by our Company with the Securities and Exchange Commission, including our Form 10-K, Form 10-Qs and Form 8-Ks, and other disclosures, including our 2015 Overview report, press releases, earnings releases, analyst briefings, conference calls and other written documents or oral statements released by our Company, may contain forward-looking statements. Forward-looking statements generally use words such as “expect,” “foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,” “will,” and similar expressions, and reflect our Company’s expectations concerning the future. All forecasts and projections are forward-looking statements. Forward-looking statements are based upon currently available information, but various risks and uncertainties may cause our Company’s actual results to differ materially from those expressed in these statements. The Company undertakes no obligation to update these statements in light of new information or future events.

Future results could differ materially from those expressed due to the impact of changes in various factors. These risk factors include, but are not limited to: our Company’s growth strategies, which include making acquisitions, investing in new products, expanding geographically and targeting new industries; economic conditions in the United States and other major world economies; changes in currency translation rates; changes in laws and regulations; compliance with anti-corruption laws; new entrants who copy our products or infringe on our intellectual property; risks incident to conducting business internationally; the ability to meet our customers’ needs and changes in product demand; supply interruptions or delays; security breaches; the possibility of asset impairments if acquired businesses do not meet performance expectations; political instability; results of and costs associated with, litigation, administrative proceedings and regulatory reviews incident to our business as well as indemnification claims under our asset purchase agreement with Carlisle Companies Incorporated, Carlisle Fluid Technologies, Inc., and Finishing Brands Holdings Inc.; the possibility of decline in purchases from few

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Page 5 GRACO


large customers of the Contractor segment; variations in activity in the construction, automotive, mining and oil and natural gas industries; our ability to attract, develop and retain qualified personnel; and catastrophic events. Please refer to Item 1A of our Annual Report on Form 10-K for fiscal year 2015 (and most recent Form 10-Q) for a more comprehensive discussion of these and other risk factors. These reports are available on the Company’s website at www.graco.com and the Securities and Exchange Commission’s website at www.sec.gov. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

Investors should realize that factors other than those identified above and in Item 1A might prove important to the Company’s future results. It is not possible for management to identify each and every factor that may have an impact on the Company’s operations in the future as new factors can develop from time to time.

Conference Call

Graco management will hold a conference call, including slides via webcast, with analysts and institutional investors on Tuesday, January 31, 2017, at 11 a.m. ET, 10 a.m. CT, to discuss Graco’s fourth quarter results.

A real-time webcast of the conference call will be broadcast live over the Internet. Individuals wanting to listen and view slides can access the call at the Company’s website at www.graco.com. Listeners should go to the website at least 15 minutes prior to the live conference call to install any necessary audio software.

For those unable to listen to the live event, a replay will be available soon after the conference call at Graco’s website, or by telephone beginning at approximately 2 p.m. ET on January 31, 2017, by dialing 888-203-1112, Conference ID #9371987, if calling within the U.S. or Canada. The dial-in number for international participants is 719-457-0820, with the same Conference ID #. The replay by telephone will be available through February 4, 2017.

Graco Inc. supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense and spray fluid and powder materials. A recognized leader in its specialties, Minneapolis-based Graco serves customers around the world in the manufacturing, processing, construction and maintenance industries. For additional information about Graco Inc., please visit us at www.graco.com or on Twitter @GracoInc.


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Page 6 GRACO


GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(In thousands except per share amounts)
 
Quarter Ended
 
Year Ended
 
Dec 30,
2016
 
Dec 25,
2015
 
Dec 30,
2016
 
Dec 25,
2015
Net Sales
$
349,063

 
$
325,557

 
$
1,329,293

 
$
1,286,485

Cost of products sold
164,359

 
153,805

 
621,054

 
601,785

Gross Profit
184,704

 
171,752

 
708,239

 
684,700

Product development
15,642

 
13,579

 
60,606

 
58,559

Selling, marketing and distribution
57,147

 
51,931

 
215,253

 
201,855

General and administrative
26,771

 
30,166

 
126,481

 
122,161

Impairment
192,020

 

 
192,020

 

Operating Earnings (Loss)
(106,876
)
 
76,076

 
113,879

 
302,125

Interest expense
4,122

 
4,190

 
17,590

 
17,643

Held separate investment (income), net

 
(891
)
 

 
(191,635
)
Other expense (income), net
(28
)
 
(257
)
 
(366
)
 
1,404

Earnings (Loss) Before Income Taxes
(110,970
)
 
73,034

 
96,655

 
474,713

Income taxes
(6,757
)
 
19,490

 
55,981

 
129,000

Net Earnings (Loss)
$
(104,213
)
 
$
53,544

 
$
40,674

 
$
345,713

Net Earnings (Loss) per Common Share
 
 
 
 
 
 
 
Basic
$
(1.87
)
 
$
0.96

 
$
0.73

 
$
6.00

Diluted
$
(1.83
)
 
$
0.94

 
$
0.71

 
$
5.86

Weighted Average Number of Shares
 
 
 
 
 
 
 
Basic
55,745

 
55,898

 
55,617

 
57,610

Diluted
57,103

 
57,257

 
56,960

 
59,007


SEGMENT INFORMATION (Unaudited)
(In thousands)
 
Quarter Ended
 
Year Ended
 
Dec 30,
2016
 
Dec 25,
2015
 
Dec 30,
2016
 
Dec 25,
2015
Net Sales
 
 
 
 
 
 
 
Industrial
$
174,603

 
$
167,137

 
$
629,581

 
$
616,069

Process
70,562

 
69,294

 
266,630

 
273,631

Contractor
103,898

 
89,126

 
433,082

 
396,785

Total Sales
$
349,063

 
$
325,557

 
$
1,329,293

 
$
1,286,485

Operating Earnings
 
 
 
 
 
 
 
Industrial
$
59,764

 
$
57,249

 
$
207,183

 
$
201,749

Process
10,445

 
8,910

 
35,750

 
43,833

Contractor
20,137

 
15,897

 
91,837

 
86,447

Unallocated corporate (expense)
(5,202
)
 
(5,980
)
 
(28,871
)
 
(29,904
)
Impairment
(192,020
)
 

 
(192,020
)
 

Total Operating Earnings (Loss)
$
(106,876
)
 
$
76,076

 
$
113,879

 
$
302,125




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Page 7 GRACO


GRACO INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)
 
Dec 30,
2016
 
Dec 25,
2015
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
52,365

 
$
52,295

Accounts receivable, less allowances of $12,700 and $10,400
218,365

 
225,509

Inventories
201,609

 
202,136

Other current assets
31,023

 
29,077

Total current assets
503,362

 
509,017

Property, Plant and Equipment, net
189,596

 
178,437

Goodwill
259,849

 
394,488

Other Intangible Assets, net
178,336

 
227,987

Deferred Income Taxes
86,653

 
56,976

Other Assets
25,313

 
24,447

Total Assets
$
1,243,109

 
$
1,391,352

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current Liabilities
 
 
 
Notes payable to banks
$
8,913

 
$
15,901

Trade accounts payable
39,988

 
40,505

Salaries and incentives
37,109

 
44,673

Dividends payable
20,088

 
18,447

Other current liabilities
71,887

 
75,090

Total current liabilities
177,985

 
194,616

Long-term Debt
305,685

 
392,695

Retirement Benefits and Deferred Compensation
159,250

 
137,457

Deferred Income Taxes
17,672

 
22,303

Other Non-current Liabilities
8,697

 
8,730

Shareholders’ Equity
 
 
 
Common stock
55,834

 
55,766

Additional paid-in-capital
453,394

 
398,774

Retained earnings
206,820

 
285,508

Accumulated other comprehensive income (loss)
(142,228
)
 
(104,497
)
Total shareholders’ equity
573,820

 
635,551

Total Liabilities and Shareholders’ Equity
$
1,243,109

 
$
1,391,352














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Page 8 GRACO


GRACO INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
 
Year Ended
 
Dec 30,
2016
 
Dec 25,
2015
Cash Flows From Operating Activities
 
 
 
Net Earnings
$
40,674

 
$
345,713

Adjustments to reconcile net earnings to net cash
provided by operating activities
 
 
 
Impairment
192,020

 

Depreciation and amortization
48,290

 
44,607

Deferred income taxes
(35,561
)
 
(11,585
)
Share-based compensation
21,134

 
19,224

Excess tax benefit related to share-based payment arrangements
(6,913
)
 
(1,775
)
(Gain) loss on sale of business

 
(149,894
)
Change in
 
 
 
Accounts receivable
4,506

 
(18,276
)
Inventories
(693
)
 
(34,109
)
Trade accounts payable
553

 
4,305

Salaries and incentives
(6,809
)
 
(1,385
)
Retirement benefits and deferred compensation
10,995

 
11,870

Other accrued liabilities
3,298

 
1,645

Other
(2,401
)
 
(20,701
)
Net cash provided by operating activities
269,093

 
189,639

Cash Flows From Investing Activities
 
 
 
Property, plant and equipment additions
(42,113
)
 
(41,749
)
Acquisition of businesses, net of cash acquired
(48,946
)
 
(189,017
)
Proceeds from sale of assets

 
610,162

Change in restricted assets
288

 
(9,518
)
Other
(164
)
 
61

Net cash provided by (used in) investing activities
(90,935
)
 
369,939

Cash Flows From Financing Activities
 
 
 
Borrowings (payments) on short-term lines of credit, net
(5,995
)
 
11,216

Borrowings on long-term line of credit
648,134

 
720,605

Payments on long-term line of credit
(735,144
)
 
(942,910
)
Payments of debt issuance costs
(860
)
 

Excess tax benefit related to share-based payment arrangements
6,913

 
1,775

Common stock issued
32,631

 
18,835

Common stock repurchased
(50,497
)
 
(274,503
)
Cash dividends paid
(73,434
)
 
(69,429
)
Net cash provided by (used in) financing activities
(178,252
)
 
(534,411
)
Effect of exchange rate changes on cash
164

 
3,472

Net increase (decrease) in cash and cash equivalents
70

 
28,639

Cash and Cash Equivalents
 
 
 
Beginning of year
52,295

 
23,656

End of period
$
52,365

 
$
52,295


###

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