-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UhxpNxDwqquH0YwoVAVaoCDZMP8KTI+sdjdVWDCV2z0VtPuBUuX+o45ikgklPsG/ q5mpKCNJP2GLVIeJAWq2eg== 0000929887-97-000001.txt : 19970113 0000929887-97-000001.hdr.sgml : 19970113 ACCESSION NUMBER: 0000929887-97-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970110 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO GROUP INC CENTRAL INDEX KEY: 0000929887 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 860419443 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25232 FILM NUMBER: 97504248 BUSINESS ADDRESS: STREET 1: 4615 EAST ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6029665394 MAIL ADDRESS: STREET 2: 4615 E ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85040 10-Q 1 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 ending: November 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number : 0-25232 APOLLO GROUP, INC. ------------------ (Exact name of registrant as specified in its charter) ARIZONA 86-0419443 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4615 EAST ELWOOD STREET, PHOENIX, ARIZONA 85040 (Address of principal executive offices, including zip code) (602) 966-5394 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF JANUARY 6, 1997 Class A Common Stock, no par 49,802,391 Shares Class B Common Stock, no par 575,769 Shares 1 APOLLO GROUP, INC. AND SUBSIDIARIES FORM 10-Q INDEX PAGE PART I -- FINANCIAL INFORMATION ---- Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 9 PART II -- OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .14 Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . .14 Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . .14 Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . .14 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . .14 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . .14 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16 2 PART I -- FINANCIAL INFORMATION Item 1 -- Financial Statements Apollo Group, Inc. and Subsidiaries Consolidated Statement of Operations (In thousands, except per share amounts)
Three Months Ended November 30, ------------------ 1996 1995 -------- -------- (Unaudited) Net revenues $ 66,983 $ 49,727 -------- -------- Costs and expenses: Instruction costs and services 39,608 29,959 Selling and promotional 8,479 6,328 General and administrative 6,748 5,595 -------- -------- Total costs and expenses 54,835 41,882 -------- -------- Income before income taxes 12,148 7,845 Less provision for income taxes 4,859 3,256 -------- -------- Net income $ 7,289 $ 4,589 ======== ======== Income per common and common equivalent share $ .14 $ .09 ======== ======== Weighted average common and common equivalent shares outstanding 51,607 50,633 The accompanying notes are an integral part of these consolidated financial statements.
3 Apollo Group, Inc. and Subsidiaries Consolidated Balance Sheet (Dollars in thousands)
November 30, August 31, 1996 1996 -------- --------- (Unaudited) Assets: Current assets -- Cash and cash equivalents $ 60,291 $ 51,982 Restricted cash 13,933 11,285 Short-term investments 14,537 13,273 Receivables, net 27,880 25,985 Inventory 2,821 3,112 Deferred tax assets, net 2,807 2,972 Prepaids and other current assets 543 532 -------- -------- Total current assets 122,812 109,141 Property and equipment, net 20,187 18,925 Educational program production costs, net 1,505 1,446 Non-operating property 4,321 4,321 Cost in excess of fair value of assets purchased 2,415 2,459 Deposits and other assets 2,088 1,558 -------- -------- Total assets $153,328 $137,850 ======== ======== Liabilities and Shareholders' Equity: Current liabilities -- Current portion of long-term liabilities $ 140 $ 140 Accounts payable 5,439 7,742 Other accrued liabilities 12,453 10,925 Income taxes payable 2,820 261 Student deposits and deferred tuition 39,366 35,736 -------- -------- Total current liabilities 60,218 54,804 -------- -------- Long-term liabilities, less current portion 2,070 1,773 -------- -------- Deferred tax liabilities, net 1,035 659 -------- -------- Commitments and contingencies -- -- -------- -------- Shareholders' equity -- Preferred stock, no par value, 1,000,000 shares authorized, none issued -- -- Class A nonvoting common stock, no par value, 400,000,000 shares authorized; 49,652,000 issued and outstanding at November 30, 1996 and 65,000,000 shares authorized; 49,476,000 issued and outstanding at August 31, 1996 65 65 Class B voting common stock, no par value, 3,000,000 shares authorized; 576,000 issued and outstanding 1 1 Additional paid-in capital 43,286 41,201 Retained earnings 46,653 39,347 -------- -------- Total shareholders' equity 90,005 80,614 -------- -------- Total liabilities and shareholders' equity $153,328 $137,850 ======== ======== The accompanying notes are an integral part of these consolidated financial statements.
4 Apollo Group, Inc. and Subsidiaries Consolidated Statement of Cash Flows (In thousands)
Three Months Ended November 30, ---------------------- 1996 1995 --------- --------- (Unaudited) Net cash received from (used for) operating activities: Cash received from customers $ 62,417 $ 46,155 Cash paid to employees and suppliers (50,981) (41,522) Interest received 730 692 Interest paid (20) Net income taxes paid (1,760) (546) --------- --------- Net cash received from operating activities 10,406 4,759 --------- --------- Net cash received from (used for) investing activities: Purchase of property and equipment (2,625) (2,357) Additions to educational program production costs (281) (307) Proceeds from sale of assets 40 Purchase of short-term investments (4,064) Maturity of short-term investments 2,798 Cash paid at acquisition of Western, net of cash acquired (584) --------- --------- Net cash used for investing activities (4,132) (3,248) --------- --------- Net cash received from (used for) financing activities: Principal payments on long-term debt (50) Issuance of stock 511 240 Tax benefit related to disqualifying dispositions and exercise of options 1,574 132 --------- --------- Net cash received from financing activities 2,035 372 --------- --------- Net increase in cash and cash equivalents 8,309 1,883 Cash and cash equivalents, beginning of period 51,982 50,726 --------- --------- Cash and cash equivalents, end of period $ 60,291 $ 52,609 ========= ========= The accompanying notes are an integral part of these consolidated financial statements.
5 Apollo Group, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 1. The interim consolidated financial statements include the accounts of Apollo Group, Inc. ("Apollo" or the "Company") and its wholly owned subsidiaries, which include the University of Phoenix, Inc. ("UOP"), the Institute for Professional Development ("IPD") and Western International University, Inc. ("WIU"). This financial information reflects all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Unless otherwise noted, references to 1996 and 1995 refer to the periods ended November 30, 1996 and 1995, respectively. 2. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended August 31, 1996 included in the Company's Form 10-K as filed with the Securities and Exchange Commission. The 1996 and 1995 interim financial information was reviewed by Price Waterhouse LLP (see "Review by Independent Accountants"). 3. The results of operations for the three months ended November 30, 1996 and 1995 are not necessarily indicative of the results to be expected for the entire fiscal year or any future period. 6 Review by Independent Accountants The financial information as of November 30, 1996, and for the three month period then ended, included in Part I pursuant to Rule 10-01 of Regulation S-X, has been reviewed by Price Waterhouse LLP ("Price Waterhouse"), the Company's independent accountants, in accordance with standards established by the American Institute of Certified Public Accountants. Price Waterhouse's report is included in this quarterly report. Price Waterhouse does not carry out any significant or additional audit tests beyond those that would have been necessary if its report had not been included in this quarterly report. Accordingly, such report is not a "report" or "part of a registration statement" within the meaning of Sections 7 and 11 of the Securities Act of 1933 and the liability provisions of Section 11 of such Act do not apply. 7 Report of Independent Accountants To the Board of Directors and Shareholders of Apollo Group, Inc.: We have reviewed the accompanying consolidated balance sheet of Apollo Group, Inc. and its subsidiaries as of November 30, 1996, and the related consolidated statement of operations for the three month period ended November 30, 1996 and the consolidated statement of cash flows for the three month period ended November 30, 1996. These financial statements are the responsibility of Apollo Group, Inc.'s management. We conducted our review 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 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 review, 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 previously audited in accordance with generally accepted auditing standards, the consolidated balance sheet as of August 31, 1996, and the related consolidated statements of operations, of changes in shareholders' equity and of cash flows for the year then ended (not presented herein), and in our report dated October 14, 1996 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of August 31, 1996, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ PRICE WATERHOUSE LLP Phoenix, Arizona January 8, 1997 8 PART I -- FINANCIAL INFORMATION Item 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations The following information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended August 31, 1996 included in the Company's Form 10-K as filed with the Securities and Exchange Commission, as well as in conjunction with the consolidated financial statements for the three month period ended November 30, 1996 included in Item 1. This quarterly report on Form 10-Q contains forward-looking statements. Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. The words "believe," "expect," "anticipate," and "project," and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may include, but not be limited to, projections of revenues, income, or loss, expenses, capital expenditures, plans for future operations, financing needs or plans, the impact of inflation and plans relating to products or services of the Company, as well as assumptions relating to the foregoing. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this quarterly report, including the Notes to the Consolidated Financial Statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations," describe factors, among others, that could contribute to or cause such differences. Additional factors that could cause actual results to differ materially from those expressed in such forward- looking statements are set forth in "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended August 31, 1996. 9 RESULTS OF OPERATIONS The following table sets forth consolidated statement of operations data of the Company expressed as a percentage of net revenues for the periods indicated:
Three Months Ended November 30, ----------------- 1996 1995 ------ ------ (Unaudited) Net revenues 100.0% 100.0% ------ ------ Costs and expenses: Instruction costs and services 59.1 60.2 Selling and promotional 12.7 12.7 General and administrative 10.1 11.3 ------ ------ Total costs and expenses 81.9 84.2 ------ ------ Income before income taxes 18.1 15.8 Less provision for income taxes 7.2 6.5 ------ ------ Net income 10.9% 9.3% ====== ======
THREE MONTHS ENDED NOVEMBER 30, 1996 COMPARED WITH THREE MONTHS ENDED NOVEMBER 30, 1995 Net revenues increased by 34.7% to $67.0 million in the three months ended November 30, 1996 from $49.7 million in the three months ended November 30, 1995 due primarily to a 24.8% increase in average student enrollments from 1995 to 1996, tuition price increases averaging four to five percent and a higher concentration of enrollments at locations that charge a higher rate per credit hour. All UOP and WIU campuses, which include their respective learning centers, and most of the IPD contract sites had increases in net revenues and average student enrollments from 1995 to 1996. Average student enrollments increased to 49,452 in 1996 from 39,617 in 1995. Ending student enrollments at November 30, 1996 and 1995 were 49,453 and 40,158, respectively. Interest income, which is included in net revenues, increased to $890,000 in 1996 from $745,000 in 1995 due primarily to increased cash generated from the Company's operations. Instruction costs and services increased by 32.2% to $39.6 million in the three months ended November 30, 1996 from $30.0 million in the three months ended November 30, 1995 due primarily to the direct costs necessary to support the increase in average student enrollments. These costs consisted primarily of faculty compensation, classroom lease expenses and related staff salaries. These costs as a percentage of net revenues decreased to 59.1% in the three months ended November 30, 1996 from 60.2% in the three months ended November 30, 1995 due to greater net revenues being spread over the fixed costs related to centralized student services. 10 Selling and promotional expenses increased by 34.0% to $8.5 million in the three months ended November 30, 1996 from $6.3 million in the three months ended November 30, 1995 due primarily to increased marketing and advertising at UOP, WIU and IPD campuses and learning centers. These expenses as a percentage of net revenues remained the same in the three months ended November 30, 1996 and 1995. General and administrative expenses increased by 20.6% to $6.7 million in the three months ended November 30, 1996 from $5.6 million in the three months ended November 30, 1995 due primarily to increased costs required to support the increased number of UOP and IPD campuses and learning centers and increases in administrative compensation. These expenses as a percentage of net revenues decreased to 10.1% in 1996 from 11.3% in 1995 due primarily to higher net revenues being spread over the fixed costs related to various centralized functions such as information services, corporate accounting and human resources. Costs related to the startup of new UOP and IPD campuses and learning centers are expensed as incurred and totaled $1.2 million for the three months ended November 30, 1996 and $680,000 for the three months ended November 30, 1995. Interest expense, which is allocated among all categories of costs and expenses, was less than $20,000 in 1996 and 1995. The Company's effective tax rate decreased to 40.0% in 1996 from 41.5% in 1995. The decrease is due primarily to the effects of increased tax- exempt interest income. Net income increased by 58.8% to $7.3 million in 1996 from $4.6 million in 1995 due primarily to increased enrollments, increased tuition rates (weighted by location) and improved utilization of general and administrative costs and fixed instruction costs and services. SEASONALITY The Company experiences seasonality in its results of operations primarily as a result of changes in the level of student enrollments. While the Company enrolls students throughout the year, second quarter (December to February) average enrollments and related revenues generally are lower than other quarters due to the holiday breaks in December and January. Second quarter costs and expenses historically increase as a percentage of net revenues as a result of certain fixed costs not significantly affected by the seasonal second quarter declines in net revenues. The Company experiences a seasonal increase in new enrollments in August of each year when most other colleges and universities begin their fall semesters. As a result, instruction costs and services and selling and promotional expenses historically increase as a percentage of net revenues in the fourth quarter due to increased costs in preparation for the August peak enrollments. These increased costs result in accounts payable levels being higher in August than any other month in the year. The Company anticipates that these seasonal trends in the second and fourth quarters will continue in the future. 11 LIQUIDITY AND CAPITAL RESOURCES The Company's working capital increased to $62.6 million at November 30, 1996 from $54.3 million at August 31, 1996 due primarily to the $10.4 million in cash generated from operations during the three months ended November 30, 1996. At November 30, 1996, the Company had no outstanding borrowings on its $4.0 million unsecured line of credit, which bears interest at prime. The line of credit is renewable annually and any amounts borrowed under the line are payable upon its termination in December 1997. Net cash received from operating activities increased to $10.4 million in the three months ended November 30, 1996 from $4.8 million in the three months ended November 30, 1995 due primarily to the $2.7 million increase in net income from 1995 to 1996 and the timing of receipts from customers and payments to suppliers. Capital expenditures, including additions to educational program production costs, increased to $2.9 million in the three months ended November 30, 1996 from $2.7 million in the three months ended November 30, 1995 primarily to support the increase in student enrollments and number of locations. Total purchases of property and equipment for the year ended August 31, 1997 are expected to total approximately $12 million. Additions to educational program production costs are not expected to exceed $2 million for the year ended August 31, 1997. Startup costs are expected to increase from $3.6 million in 1996 to approximately $5.5 million in 1997 due to recent and planned expansion into new geographic markets. Net receivables at November 30, 1996 totaled $27.9 million, or 41.6% of net revenues for the three months ended November 30, 1996. This compares to $26.0 million in net receivables at August 31, 1996 (43.9% of net revenues for the three months ended August 31, 1996) and $17.4 million in net receivables at November 30, 1995 (35.0% of net revenues for the three months ended November 30, 1995). The increase in receivables as a percentage of net revenues from November 1995 to November 1996 is due to a backlog in financial aid processing and a backlog in collections resulting from the substantial growth in new enrollment. As of November 30, 1996, most of the financial aid processing backlog has been reduced and the receivable levels are expected to be reduced as the related cash is collected and applied to students' accounts in the second quarter of fiscal 1997. The DOE requires that Title IV Program funds collected by an institution for unbilled tuition be kept in a separate cash or cash equivalent account until the students are billed for the portion of their program related to these Title IV Program funds. In addition, all funds transferred to the Company through electronic funds transfer programs are held in a separate cash account until certain conditions are satisfied. As of November 30, 1996, the Company had approximately $13.9 million in these separate accounts, which are reflected as restricted cash, to comply with these requirements. These funds generally remain in these separate accounts for an average of 60-75 days from the date of collection. These restrictions on cash have not significantly affected the Company's ability to fund daily operations. The Regulations require all higher education institutions to meet an acid test ratio (defined as the ratio of cash, cash equivalents, restricted cash and current accounts receivable to total current liabilities) of at least 1 to 1, which is calculated at the end of the institution's fiscal year. If an institution, including UOP or WIU, fails to meet the acid test ratio, it may be deemed not financially responsible by the DOE, which could result in a loss of its eligibility to participate in Title IV Programs. 12 UOP's acid test ratio was 1.19 to 1 at August 31, 1996 and 1.31 to 1 at August 31, 1995. WIU's acid test ratio was 1.50 to 1 at August 31, 1996 and 2.73 to 1 on September 1, 1995. These requirements apply to the separate financial statements of UOP, WIU and to each of the respective IPD client institutions, but not the Company's consolidated financial statements. IMPACT OF INFLATION Inflation has not had a significant impact on the Company's historical operations. 13 PART II -- OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . .Not Applicable Item 2. Changes in Securities . . . . . . . . . . . . . . . . . .Not Applicable Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . .Not Applicable Item 4. Submission of Matters to a Vote of Security Holders At a Special Meeting of Shareholders held on October 15, 1996, the Company's shareholders approved an amendment to the Company's Restated Articles of Incorporation to increase the number of authorized shares of Class A Common Stock, no par value, of the Company from 65,000,000 to 400,000,000 (the "Amendment"). Of the 40,963,836 shares of Class A Common Stock voted at the Special meeting, 36,222,920 shares were voted for the Amendment, 4,730,347 shares were voted against the Amendment and 10,569 shares withheld their votes. All of the 575,769 shares of Class B Common Stock voted for the Amendment. Item 5. Other Information . . . . . . . . . . . . . . . . . . . .Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 3.1 Amended and Restated Articles of Incorporation of Apollo Group, Inc. (as amended through October 15, 1996) Exhibit 15-1 Letter on Unaudited Interim Financial Information Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the three months ended November 30, 1996. 14 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. APOLLO GROUP, INC. (Registrant) Date: January 10, 1997 By: /s/ James W. Hoggatt ---------------------------------- James W. Hoggatt Vice President of Finance and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) 15 APOLLO GROUP, INC. AND SUBSIDIARIES EXHIBIT INDEX PAGE 3.1 Amended and Restated Articles of Incorporation of Incorporated by Apollo Group, Inc. (as amended through reference to October 15, 1996) Exhibit 3.1 in the Annual Report on Form 10-K of Apollo Group, Inc. for the year ended August 31, 1996 15-1 Letter on Unaudited Interim Financial Information 17 27 Financial Data Schedule 18 16 EX-15.1 2 Exhibit 15-1 Letter on Unaudited Interim Financial Information January 8, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We are aware that Apollo Group, Inc. has incorporated by reference our report dated January 8, 1997 (issued pursuant to the provisions of Statement on Auditing Standards No. 71) in its Registration Statements on Form S-8 (Registration No. 33-87844, Registration No. 33-88982, Registration No. 33-88984 and Registration No. 33-63429). We are also aware of our responsibilities under the Securities Act of 1933. Yours very truly, /s/ PRICE WATERHOUSE LLP EX-27 3
5 This schedule contains summary financial information extracted from the Consolidated Statement of Operations and the Consolidated Balance Sheet and is qualified in its entirety by reference to such financial statements. 0000929887 APOLLO GROUP, INC 1,000 3-MOS AUG-31-1997 NOV-30-1996 74,224 14,537 33,454 5,574 2,821 122,812 31,340 11,153 153,328 60,218 0 0 0 66 89,939 153,238 3,171 66,983 3,046 47,908 0 2,092 11 12,148 4,859 4,289 0 0 0 4,289 .14 .14
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