FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1995
OR
{ } 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 1-7002
BLOUNT, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0593908
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4520 Executive Park Drive 36116-1602
Montgomery, Alabama (Zip Code)
(Address of principal executive offices)
(334) 244-4000
(Registrant's telephone number, including area code)
Not Applicable
(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 be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock January 8, 1996
----------------------- -----------------
Common Stock $.01 Par Value 1,000 shares
Page 1
BLOUNT, INC. AND SUBSIDIARIES
INDEX
Page No.
------------
Part I. Financial Information
Consolidated Balance Sheets -
November 30, 1995 and February 28, 1995 3
Consolidated Statements of Income -
three months and nine months ended
November 30, 1995 and 1994 4
Consolidated Statements of Cash Flows -
nine months ended November 30, 1995 and 1994 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis 10
Exhibit 11 - Computation of Net Income
Per Common Share 13
Page 2
BLOUNT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
November 30, February 28,
1995 1995
------------ ------------
(Unaudited)
ASSETS
------
Current assets:
Cash and cash equivalents, including short-term
investments of $75,197 and $39,458 $ 77,225 $ 42,576
Accounts receivable, net of allowances for
doubtful accounts of $3,065 and $2,611 107,272 130,665
Inventories 75,240 77,075
Deferred income taxes 25,050 25,068
Other current assets 8,131 16,153
-------- --------
Total current assets 292,918 291,537
Property, plant and equipment, net of accumulated
depreciation of $155,681 and $145,519 122,138 134,289
Cost in excess of net assets of acquired
businesses, net 66,697 68,762
Other assets 27,587 23,200
-------- --------
Total Assets $509,340 $517,788
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Current liabilities:
Notes payable and current maturities of
long-term debt $ 4,438 $ 7,791
Accounts payable 43,305 64,793
Accrued expenses 81,350 92,190
Other current liabilities 486 4,658
-------- --------
Total current liabilities 129,579 169,432
Long-term debt, exclusive of current maturities 96,684 99,754
Deferred income taxes, exclusive of current portion 18,617 19,214
Other liabilities 23,220 26,321
-------- --------
Total liabilities 268,100 314,721
-------- --------
Commitments and Contingent Liabilities
Shareholder's equity (Note 2):
Common stock, $.01 par value, 1,000 shares issued - -
Capital in excess of par value of stock 25,482 23,557
Retained earnings 207,295 171,260
Accumulated translation adjustment 8,463 8,250
-------- --------
Total shareholder's equity 241,240 203,067
-------- --------
Total Liabilities and Shareholder's Equity $509,340 $517,788
======== ========
The accompanying notes are an integral part of these statements.
Page 3
BLOUNT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
Three months ended Nine months ended
November 30, November 30,
---------------------- ----------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
(Unaudited) (Unaudited)
Sales $ 157,964 $ 157,459 $ 469,319 $ 441,924
Cost of sales 102,923 104,496 310,474 293,348
---------- ---------- ---------- ----------
Gross profit 55,041 52,963 158,845 148,576
Selling, general and
administrative expenses 29,713 29,992 87,313 89,582
---------- ---------- ---------- ----------
Income from operations 25,328 22,971 71,532 58,994
Interest expense (2,731) (2,733) (8,030) (8,387)
Interest income 1,115 599 2,625 1,620
Other income (expense), net (76) (561) 466 (1,203)
---------- ---------- ---------- ----------
Income before income taxes 23,636 20,276 66,593 51,024
Provision for income taxes 8,449 7,940 25,305 19,981
---------- ---------- ---------- ----------
Net income $ 15,187 $ 12,336 $ 41,288 $ 31,043
========== ========== ========== ==========
Net income per common share
(Note 2) $ 15,187 $ 12,336 $ 41,288 $ 31,043
========== ========== ========== ==========
Weighted average number of
common shares outstanding
(Note 2) 1,000 1,000 1,000 1,000
========== ========== ========== ==========
Cash dividends paid
per share (Note 2) $ 1,758 $ 1,514 $ 5,253 $ 4,532
========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
Page 4
BLOUNT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Nine months ended November 30,
------------------------------
1995 1994
-------- --------
(Unaudited)
Cash Flows From Operating Activities:
Net Income $ 41,288 $ 31,043
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization and other
noncash charges 16,451 17,280
Deferred income taxes (579) 529
Loss on disposals of property, plant and equipment 166 473
Changes in assets and liabilities, net of effects
of businesses acquired and sold:
(Increase) decrease in accounts receivable 14,699 (370)
(Increase) decrease in inventories 1,655 (2,140)
(Increase) decrease in other assets 2,739 (1,619)
Decrease in accounts payable (13,682) (13,597)
Increase (decrease) in accrued expenses (9,755) 19,774
Decrease in other liabilities (5,869) (11,090)
-------- --------
Net cash provided by operating activities 47,113 40,283
-------- --------
Cash Flows From Investing Activities:
Proceeds from sales of businesses and property,
plant and equipment 4,910 2,947
Purchases of property, plant and equipment (8,977) (6,113)
Acquisitions of businesses (10,103)
-------- --------
Net cash used in investing activities (4,067) (13,269)
-------- --------
Cash Flows From Financing Activities:
Net increase (reduction) in short-term borrowings 582 (630)
Issuance of long-term debt 6,000
Reduction of long-term debt (7,061) (18,728)
Decrease (increase) in restricted funds 1,410 (5,020)
Dividends paid (5,253) (4,532)
Issuance of stock under stock option and
dividend reinvestment plans 1,925 871
-------- --------
Net cash used in financing activities (8,397) (22,039)
-------- --------
Net increase in cash and cash equivalents 34,649 4,975
Cash and cash equivalents at beginning of period 42,576 52,213
-------- --------
Cash and cash equivalents at end of period $ 77,225 $ 57,188
======== ========
The accompanying notes are an integral part of these statements.
Page 5
BLOUNT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position at
November 30, 1995 and the results of operations and cash flows for the periods
ended November 30, 1995 and 1994. These financial statements should be read in
conjunction with the notes to the consolidated financial statements included in
Blount, Inc.'s Annual Report to Shareholders for the year ended February 28,
1995. The results of operations for the periods ended November 30, 1995 and
1994 are not necessarily indicative of the results to be expected for the full
fiscal year, due to the seasonal nature of certain operations.
NOTE 2 On November 3, 1995, the stockholders of Blount, Inc. approved a merger
agreement dated August 17, 1995, among Blount International, Inc. ("BII"),
Blount, Inc., and a wholly-owned subsidiary of BII ("the subsidiary"). As a
result, i) the subsidiary was merged with and into Blount, Inc., ii)Blount, Inc.
was the surviving corporation in the merger and became a wholly-owned subsidiary
of BII, iii) Blount, Inc. stockholders received three shares of BII Class A
common stock in exchange for each two shares held of Blount, Inc. Class A common
stock and three shares of BII Class B common stock in exchange for each two
shares held of Blount, Inc. Class B common stock, and iv) BII assumed all
Blount, Inc. stock option plans. BII filed a Form S-4 registration statement
with the Securities and Exchange Commission on October 3, 1995, for the shares
to be issued as a result of the merger. Immediately following the merger, the
equity ownership of BII was the same as that which previously existed for
Blount, Inc. Blount, Inc. was delisted from the American Stock Exchange
effective November 3, 1995, and BII began trading on the New York Stock Exchange
on November 6, 1995.
Prior to the merger, BII was owned 100% by Blount, Inc.'s Chairman of the Board,
Winton M. Blount, and members of his family, and BII owned an approximate 62%
voting interest and approximately 38% of the shares of Blount, Inc.'s Common
Stock outstanding. Except for the equity interest in Blount, Inc., BII has had
no other operations or business since February 1993.
On January 5, 1996, Blount, Inc.'s amended and restated certificate of
incorporation, which authorizes only 1,000 shares of common stock, $.01 par
value, became effective. All 1,000 shares are outstanding and held by BII. The
share data and per share data in the accompanying consolidated financial
statements have been restated to reflect this reduction in outstanding common
stock.
NOTE 3 Inventories consist of the following (in thousands):
November 30, February 28,
1995 1995
------------ ------------
Finished goods $ 33,440 $ 35,769
Work in process 12,922 14,075
Raw materials and supplies 28,878 27,231
-------- --------
$ 75,240 $ 77,075
======== ========
Page 6
NOTE 4 The principal assets and liabilities of the discontinued construction
operations included in the consolidated balance sheets are as follows (in
thousands):
November 30, February 28,
1995 1995
------------ ------------
Accounts receivable $ 16,115 $ 45,706
Other current assets 5,337 11,911
Other assets 1,390 5,203
Accounts payable (9,205) (24,588)
Accrued expenses (6,540) (12,578)
Other current liabilities (486) (4,659)
Other liabilities (180) (2,849)
During the first quarter of fiscal 1996, Pozzo Construction Company, which was
part of the remaining discontinued construction operations, and the Injection
Molding Metal Products operations were sold. These transactions were not
material to the consolidated financial condition of Blount, Inc. and
Subsidiaries.
NOTE 5 In August 1995, Blount, Inc. entered into agreements expiring August 31,
1998 with certain financial organizations under which it may sell up to $25
million of undivided interests in a pool of eligible accounts receivable in
which the purchasers retain a security interest. The purchasers' level of
investment may fluctuate based on the level of the eligible receivables in the
pool. As of November 30, 1995, no receivables have been sold under this
agreement.
At November 30, 1995 and February 28, 1995, $8.7 million and $10.1 million,
representing the unexpended proceeds from industrial development revenue bonds
issued in fiscal 1995, was held in trust and is included in "Other assets" in
the consolidated balance sheets.
NOTE 6 The United States Environmental Protection Agency ("EPA") has designated
a predecessor of Blount, Inc. as a potentially responsible party ("PRP") with
respect to the Onalaska Municipal Landfill in Onalaska, Wisconsin (the "Site").
The waste complained of was placed in the landfill prior to 1981 by a
corporation, some of whose assets were purchased in 1981 by a predecessor of
Blount, Inc. It is the view of management that because Blount, Inc.'s
predecessor corporation purchased assets rather than stock, Blount, Inc. does
not have successor liability and is not properly a PRP. However, the EPA has
indicated it does not accept this position. Management believes the EPA is
wrong on the successor liability issue. However, with other PRP's, Blount, Inc.
made a good faith offer to the EPA to pay a portion of the clean-up costs. The
offer was rejected and the EPA is proceeding with the clean-up. The estimated
past and future clean-up costs are approximately $12 million. In 1989 the EPA
named four PRP's. One of the PRP's, the Town of Onalaska (the "Town") and the
EPA and State of Wisconsin negotiated a consent decree under which the Town
would have been released from future liability in return for paying $110
thousand, granting access to the Site and adjacent properties and performing
some future maintenance work. The United States District Court for the District
of Wisconsin found, on December 21, 1994, that the settlement was not fair,
reasonable or in the public interest, and refused to approve and confirm it as
the order of the Court. Blount, Inc. denies that it is a PRP and is unable to
determine any other party's share of total remediation costs. Blount, Inc. does
Page 7
not know the financial status of the other PRP's and other parties that, while
not named by the EPA as PRP's, may have liability with respect to the Site.
Management does not expect the situation to have a material adverse effect on
consolidated financial condition or operating results.
Blount, Inc. is closing the Resource Conservation and Recovery Act ("RCRA") Part
B Storage Permit at its Sporting Equipment Division's CCI operations facility in
Lewiston, Idaho. As part of the closure process, Blount, Inc. is required by
the State of Idaho to undertake RCRA correction action at the facility. This
requires Blount, Inc. to investigate all areas at the facility where solid waste
and hazardous waste have historically been managed. The facility has been
operating since the 1950s. In order to effect the investigation, in March 1994,
Blount, Inc. and the State of Idaho Division of Environmental Quality ("IDEQ")
entered into an Administrative Consent Order which governs the completion of the
corrective action activities. The RCRA Facility Investigation has commenced and
the soils investigation is complete. Environmental sampling indicates the
presence of lead contamination in a limited number of shallow surface soils.
The IDEQ has approved Blount's proposal to excavate this limited lead
contamination and dispose of it at a RCRA permitted landfill. There is also
some trichloroethylene and perchloroethylene contamination of the uppermost
groundwater beneath the facility. This uppermost groundwater is not the
drinking water supply source and does not appear to be connected to the deeper
drinking water aquifer. Further groundwater investigation is ongoing. It is
expected that the range of remediation costs is from $2.8 million to $6.2
million. Management does not expect the situation to have a material adverse
effect on consolidated financial condition or operating results beyond amounts
accrued.
Under the provisions of Washington State environmental laws, the Washington
State Department of Ecology ("WDOE") has notified Blount, Inc. that it is one of
many companies named as a Potentially Liable Party ("PLP"), for the Pasco
Sanitary Landfill site, Pasco, Washington ("the Site"). Although the cleanup
costs are believed to be substantial, accurate estimates will not be available
until the environmental studies have been completed at the Site. However, based
upon the total documented volume of waste sent to the Site, Blount, Inc.'s waste
volume compared to that total waste volume should cause Blount, Inc. to be
classified as a "de minimis" PLP. In July, 1992, Blount, Inc. and thirty-eight
(38) other PLPs entered into an Administrative Agreed Order with WDOE to perform
a Phase I Remedial Investigation at the Site. In October 1994, WDOE issued an
administrative Unilateral Enforcement Order to all PLPs to complete a Phase II
Remedial Investigation and Feasibility Study ("RI/FS") under the Scope of Work
established by WDOE. The results of the RI/FS investigation are not expected
until after the first quarter of 1997. Blount, Inc. is unable to determine, at
this time, the level of clean-up demands that may be ultimately placed on it.
Management believes that, given the number of PLPs named with respect to the
Site and their financial condition, Blount, Inc.'s potential response costs
associated with the Site will not have a material adverse effect on Blount,
Inc.'s financial condition or operating results.
Blount, Inc. is a defendant in a number of product liability lawsuits, some of
which seek significant or unspecified damages, involving serious personal
injuries for which there are large deductible amounts under insurance policies.
In addition, Blount, Inc. is a party to a number of other suits arising out of
the conduct of its business. While there can be no assurance as to their
ultimate outcome, management does not believe these lawsuits will have a
material adverse effect on consolidated financial condition or operating
results.
Contingencies include normal liabilities for performance and completion of its
remaining construction contracts. At November 30, 1995, there were outstanding
Page 8
bank letters of credit in the approximate amount of $15.0 million issued
principally in connection with various foreign construction contracts for which
Blount, Inc. is contingently liable to the issuing banks in the event payment is
demanded by the holder.
See Notes 4 and 8 to the Consolidated Financial Statements included in Blount,
Inc.'s Annual Report to Shareholders for the year ended February 28, 1995 for
other commitments and contingencies which have not changed significantly since
year-end.
NOTE 7 Segment information is as follows (in thousands):
Three Months Nine Months
Ended November 30, Ended November 30,
------------------- -------------------
1995 1994 1995 1994
-------- -------- -------- --------
Sales:
Outdoor products $ 74,495 $ 73,938 $218,157 $204,337
Industrial and power equipment 59,264 52,685 173,529 154,391
Sporting equipment 24,205 30,836 77,633 83,196
-------- -------- -------- --------
$157,964 $157,459 $469,319 $441,924
======== ======== ======== ========
Operating income:
Outdoor products $ 15,623 $ 18,463 $ 44,232 $ 38,704
Industrial and power equipment 10,637 9,328 30,251 24,949
Sporting equipment 3,145 5,518 9,656 15,640
-------- -------- -------- --------
Operating income from segments 29,405 33,309 84,139 79,293
Corporate overhead expenses (4,077) (10,338) (12,607) (20,299)
-------- -------- -------- --------
Income from operations 25,328 22,971 71,532 58,994
Interest expense (2,731) (2,733) (8,030) (8,387)
Interest income 1,115 599 2,625 1,620
Other income (expense), net (76) (561) 466 (1,203)
-------- -------- -------- --------
Income before income taxes $ 23,636 $ 20,276 $ 66,593 $ 51,024
======== ======== ======== ========
NOTE 8 Income taxes paid during the nine months ended November 30, 1995 and
1994 were $29.0 million and $16.2 million. Interest paid during the nine months
ended November 30, 1995 and 1994 was $6.1 million and $5.9 million.
NOTE 9 Net income per common share is based on the weighted average number of
common shares outstanding in each period, as restated for the reduction in
common stock outstanding subsequent to November 30, 1995 (See Note 2).
NOTE 10 In December 1995, the Company announced the successful completion of
its tender offer for the outstanding common stock of Simmons Outdoor Corporation
("Simmons"). The purchase price will be approximately $38 million and the
acquisition will be accounted for as a purchase. For its most recent fiscal
year, Simmons reported sales and operating income of approximately $52.0 million
and $5.4 million, respectively.
Page 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
Operating Results
Sales for the third quarter and first nine months of fiscal 1996 were $158.0
million and $469.3 million compared to $157.5 million and $441.9 million for the
comparable periods of fiscal 1995. Net income was $15.2 million and $41.3
million for the third quarter and first nine months of fiscal 1996 compared to
$12.3 million and $31.0 million for the comparable periods of the prior year.
The principal reasons for these results and the status of consolidated financial
condition are set forth below and should be read in conjunction with the notes
to the financial statements included in Blount, Inc.'s Annual Report to
Shareholders for the year ended February 28, 1995.
Sales for the Outdoor Products segment for the third quarter and first nine
months of fiscal 1996 were $74.5 million and $218.2 million compared to $73.9
million and $204.3 million during the third quarter and first nine months of
fiscal 1995. Operating income was $15.6 million and $44.2 million during the
third quarter and first nine months of fiscal 1996 compared to $18.5 million and
$38.7 million during the same periods of the prior fiscal year. While sales
were slightly higher in the current year's third quarter, operating income
declined by $2.9 million reflecting the effect of a stronger Canadian dollar on
costs and reduced earnings from operations in Brazil. Additionally, the prior
year's third quarter included income from the reduction of certain operating
accruals. The sales and operating income increases for the nine months ended
November 30, 1995, were principally attributable to a higher volume of saw chain
and saw bars sold in foreign markets by the Oregon Cutting Systems Division and
an increase in the volume of riding lawn mowers shipped by Dixon Industries,
Inc., partially offset by reduced income from operations in Brazil.
Sales for the Industrial and Power Equipment segment were $59.3 million and
$173.5 million during the third quarter and the first nine months of fiscal 1996
compared to $52.7 million and $154.4 million during the comparable periods of
fiscal 1995. Operating income increased to $10.6 million and $30.3 million for
the three months and nine months ended November 30, 1995 from $9.3 million and
$24.9 million during the same periods of the prior fiscal year. The improved
operating results were principally due to higher average selling prices for
timber harvesting equipment and a better sales mix of higher margin products,
partially offset by reduced volume; improved sales and operating income by CTR
Manufacturing, Inc., acquired on April 28, 1994, and its inclusion for the full
nine months in the current year; and improved sales and operating income by the
Gear Products, Inc. subsidiary, primarily due to higher volume.
The Sporting Equipment segment experienced a downturn during the second and
third quarters of fiscal 1996. In the aftermath of last year's booming domestic
market, a result of concern over the possibility of Congressional legislation
adverse to the shooting sports industry, an industry slowdown occurred. Sales
for the Sporting Equipment segment declined to $24.2 million for the third
quarter of fiscal 1996 from $30.8 million during the prior year's third quarter,
while current year-to-date sales of $77.6 million were $5.6 million less than
last year's level for the comparable period. Operating income was down to $3.1
million and $9.7 million for the third quarter and first nine months of fiscal
1996 as compared to $5.5 million and $15.6 million during the same periods of
fiscal 1995. These results reflect the reduced demand, higher raw material
costs, costs associated with temporary plant shutdowns during the second quarter
and a loss from the Ram-Line operation acquired late in fiscal 1995.
Page 10
Corporate overhead expenses were lower during the three months and nine months
ended November 30, 1995. The prior year included litigation and settlement
costs related to the sale of a former subsidiary. Total backlog at November 30,
1995 was approximately $139.6 million compared to $125.5 million at August 31,
1995 and $134.4 million at February 28, 1995.
Financial Condition, Liquidity and Capital Resources
At November 30,1995, no amounts were outstanding under the $100 million
revolving credit agreement. In August 1995, Blount, Inc. entered into new
receivable sales agreements under which up to $25 million in receivables may be
sold (See Note 5 of Notes to Consolidated Financial Statements). As of November
30, 1995, no receivables had been sold under these agreements. The total
capitalization at November 30, 1995 consists of $96.7 million long-term debt and
equity of $241.2 million for a long-term debt to equity ratio of .4 to 1 as
compared to a ratio of .5 to 1 at February 28, 1995. At November 30, 1995, 9%
subordinated notes were outstanding in the principal amount of $80.1 million
maturing in 2003. See Note 3 of Notes to the Consolidated Financial Statements
included in Blount, Inc.'s 1995 Annual Report to Shareholders for the year ended
February 28, 1995 for the terms and conditions of the $100 million revolving
credit agreement and the 9% subordinated notes.
Working capital was $163.3 million at November 30, 1995 compared to $122.1
million at February 28, 1995. The increase resulted principally from earnings
for the nine months ended November 30, 1995. Accounts receivable, accounts
payable and accrued expenses decreased by $23.4 million, $21.5 million and $10.8
million, respectively, since February 28, 1995. The primary reason for the
decrease in receivables is the reduction in balances attributable to the
discontinued construction segment as those operations either wind down or are
sold (See Note 4 of Notes to Consolidated Financial Statements). The reductions
in accounts payable and accrued expenses also reflect the reduced construction
activity, the sale of the Injection Molding Metal Products operations and higher
estimated tax payments resulting from the higher earnings. Operating cash flows
for the first nine months of fiscal 1996 were $47.1 million compared to $40.3
million in the first nine months of fiscal 1995, while cash and cash equivalent
balances increased by $34.6 million since February 28, 1995. The improved
operating cash flows reflect the improved year-to-date income from manufacturing
operations and cash flows of approximately $9.4 million from the discontinued
construction segment, partially offset by higher estimated income tax payments
and other corporate expenditures.
Restrictions on the ability of Blount, Inc. to pay cash dividends are contained
in the indenture related to the 9% subordinated notes and in certain financial
covenants of the revolving credit agreement. Under the most restrictive
requirement, Blount, Inc. retained earnings of approximately $57.6 million were
available for the payment of dividends at November 30, 1995.
Page 11
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.
BLOUNT, INC.
- --------------------
Registrant
Date: January 16, 1996 /s/ Harold E. Layman
---------------------------------
Harold E. Layman
Senior Vice President &
Chief Financial Officer
Page 12