|
|
 | | | |
- close
- close
- close
- close
Belo 10-Q 2011 Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 10-Q
For the quarterly period ended: June 30, 2011
OR
Commission File No. 1-8598
Belo Corp.
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (214) 977-6606
Former name, former address and former fiscal year, if changed since last report.
None
Indicate by check mark whether registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such
files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act:
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date.
BELO CORP.
FORM 10-Q TABLE OF CONTENTS 1
Table of Contents
PART I.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
Belo Corp. and Subsidiaries
See accompanying Notes to Consolidated Condensed Financial Statements.
2
Table of Contents
CONSOLIDATED CONDENSED BALANCE SHEETS
Belo Corp. and Subsidiaries
See accompanying Notes to Consolidated Condensed Financial Statements.
3
Table of Contents
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Belo Corp. and Subsidiaries
See accompanying Notes to Consolidated Condensed Financial Statements.
4
Table of Contents
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Belo Corp. and Subsidiaries
(in thousands, except per share amounts)
5
Table of Contents
6
Table of Contents
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2011 (in thousands)(unaudited)
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2010 (in thousands)(unaudited)
7
Table of Contents
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2011 (in thousands)(unaudited)
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2010 (in thousands)(unaudited)
8
Table of Contents
Condensed Consolidating Balance Sheet
As of June 30, 2011 (in thousands)
9
Table of Contents
Condensed Consolidating Balance Sheet
As of December 31, 2010 (in thousands)
10
Table of Contents
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2011 (in thousands)(unaudited)
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2010 (in thousands)(unaudited)
Share-based compensation cost for awards to Belo’s employees and non-employee directors was
$1,291 and $3,722, for the three and six months ended June 30, 2011. Share-based compensation
cost for awards to Belo’s employees and non-employee directors was $667 and $3,599 for the three
and six months ended June 30, 2010.
11
Table of Contents
For Belo, the January 1, 2011, pension split transaction was treated as a settlement under ASC
715. Under settlement accounting for pensions, the split of the Company’s Pension Plan results
in the transfer of $238,833 in Pension Plan assets, all of which have been transferred to A.H.
Belo, and $339,799 in Pension Plan liabilities to the plans sponsored by A. H. Belo. This
resulted in a reduction in the net unfunded liability of $100,966, which was recorded as a
non-cash settlement gain, and recognition of actuarial losses of $129,665 previously recognized
in accumulated other comprehensive loss, which was recorded as a non-cash settlement charge.
This settlement gain and charge resulted in a net non-cash settlement charge of $28,699. This
charge was partially offset by a final net pension contribution reimbursement of $8,233 received
from A. H. Belo as discussed below. The combined result of all pension split transactions was a
net charge before taxes of $20,466. Additionally, the Company’s 2011 effective tax rate
reflects the effect of deferred tax adjustments of $7,143 in pension settlement items.
Belo’s funding policy is to contribute annually to the Pension Plan amounts sufficient to meet
minimum funding requirements as set forth in employee benefit and tax laws, but not in excess of
the maximum tax-deductible contribution. For the six months ended June 30, 2011, the Company
made contributions totaling $19,557 to the Pension Plan related to the 2010 and 2011 plan years
and A. H. Belo reimbursed the Company $8,233 related to contributions for the 2010 plan year.
A. H. Belo has no further obligation to reimburse the Company for any contributions after the
2010 plan year. During the second half of 2011, the Company expects to make contributions of
approximately $7,600 to the Pension Plan for the 2011 plan year. These expected contributions
are for the benefit of Belo’s current and former employees. No plan assets are expected to be
returned to the Company during the year ending December 31, 2011. For the three and six months
ended June 30, 2010, the Company made contributions totaling $7,000 and $13,787 to the Pension
Plan related to the 2010 plan year and A. H. Belo reimbursed the Company $4,200 and $8,272,
respectively.
Net periodic pension cost includes the following components for the three and six months ended
June 30, 2011, subsequent to the Pension Plan split, and for the three and six months ended
June 30, 2010, prior to the Pension Plan split when the Company was the sole plan sponsor:
12
Table of Contents
Under the terms of the separation and distribution agreement between the Company and A. H. Belo,
A. H. Belo has agreed to indemnify the Company for any liability arising out of the lawsuit
described in the following paragraph.
On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against The
Dallas Morning News, the Company, and others in the United States District Court for the
Northern District of Texas. The plaintiffs’ lawsuit mainly consists of claims of unlawful
discrimination and ERISA violations. On March 28, 2011, the Court granted defendants summary
judgment and dismissed all claims. On July 15, 2011, the plaintiffs appealed the decision to
the United States Court of Appeals for the Fifth Circuit. The Company believes the lawsuit is
without merit and is vigorously defending against it.
The following information should be read in conjunction with the Company’s Consolidated
Condensed Financial Statements and related Notes filed as part of this report.
Overview
Belo Corp. (Belo or the Company), a Delaware corporation, began as a Texas newspaper company in
1842 and today is one of the nation’s largest publicly-traded pure-play television companies. The
Company owns 20 television stations (nine in the top 25 U.S. markets) that reach more than 14
percent of U.S. television households, including ABC, CBS, NBC, FOX, CW and MyNetwork TV (MNTV)
affiliates, and their associated Web sites, in 15 highly-attractive markets across the United
States. The Company owns two local and two regional cable news channels and holds an ownership
interest in one other cable news channel.
The Company believes the success of its media franchises is built upon providing the highest
quality local and regional news, entertainment programming and service to the communities in which
they operate. These principles have built relationships with viewers, readers, advertisers and
online users and have guided Belo’s success.
13
Table of Contents
The following table sets forth the Company’s major media assets as of June 30, 2011:
The Company intends, for the discussion of its financial condition and results of operations
that follows, to provide information that will assist in understanding the Company’s financial
statements, the changes in certain key items in those statements from period to period and the
primary factors that accounted for those changes, as well as how certain accounting principles,
policies and estimates affect the Company’s financial statements.
The Company has network affiliation agreements with ABC, CBS, NBC, FOX and CW. The Company’s
network affiliation agreements generally provide the station with the exclusive right to broadcast
over the air in its local service area all programs transmitted by the network with which the
station is affiliated. In return, the network has the right to sell most of the advertising time
during such broadcasts. In the past, some of the Company’s affiliation agreements included network
compensation; however, network compensation received by the Company has substantially declined in
recent years. In connection with the renewals of these agreements, the Company is generally
required to make cash payments to the networks. Belo reached agreements in 2010 with: ABC for the
renewal of its network affiliation agreements related to its stations in Dallas/Fort Worth, Austin,
Louisville and Hampton/Norfolk; and, CBS for its stations in Houston, San Antonio and New Orleans.
The principal source of the Company’s revenue is from the sale of local, regional and national
advertising. In even numbered years, the Company’s revenue also includes significant revenue from
political advertising. Additional discussion regarding the Company’s results of operations for the
three and six months ended June 30, 2011, as compared to the three and six months ended June 30,
2010, is provided below.
14
Table of Contents
Results of Operations
(Dollars in thousands)
NM is not meaningful
Net Operating Revenues
Spot advertising revenue increased $1,840, or 1.4 percent, in the three months ended June 30, 2011,
as compared to the three months ended June 30, 2010. This increase is primarily due to increases
in the healthcare, retail and telecommunications categories, partially offset by a decrease in the
automotive category and a $1,356 decrease in political advertising revenue. Political revenues are
generally higher in even-numbered years than in odd-numbered years due to elections for various
state and national offices. Other revenue increased primarily due to a 22.6 percent increase in
retransmission revenue and a 17.6 percent increase in Internet revenue, partially offset by a
decline in network compensation.
Spot advertising revenue decreased $3,583, or 1.4 percent, in the six months ended June 30, 2011,
as compared to the six months ended June 30, 2010. This decrease is primarily due to a $7,244
decrease in political advertising revenue. Political revenues are generally higher in
even-numbered years than in odd-numbered years due to elections for various state and national
offices. The decrease in political advertising revenues was partially offset by an increase in
combined local and national spot revenues of $3,661, or 1.4 percent, versus the prior year.
Increases in the healthcare, retail, telecommunications and consumer services categories were
partially offset by decreases in the financial services, grocery and automotive categories. Other
revenue increased due to a 23.7 percent increase in retransmission revenue and a 18.7 percent
increase in Internet revenue, partially offset by a decline in network compensation.
Operating Costs and Expenses
Station salaries, wages and employee benefits increased $2,614, or 5.0 percent, in the three months
ended June 30, 2011, compared to the three months ended June 30, 2010, primarily due to increases
in salary expense of $1,319, partial reinstatement of the Company’s employer match for the Belo
Savings Plan (401(k) plan) of $612 and higher pension expense of $538. Station programming and
other operating costs increased $5,550, or 11.8 percent, in the three months ended June 30, 2011,
compared to the three months ended June 30, 2010, primarily due to a non-cash expense reduction in
2010 of $3,125, relating to a 2005 Federal Communications Commission (FCC) decision that allowed a
major wireless provider to finance the replacement of analog newsgathering equipment with digital
15
Table of Contents
equipment in exchange for stations vacating the analog spectrum earlier than required. Two Belo
markets converted to this digital equipment in the second quarter of 2010. Additionally,
technology costs increased $1,170, programming expense increased $783 and advertising and promotion
expenses increased $426.
Station salaries, wages and employee benefits increased $5,226, or 5.1 percent, in the six months
ended June 30, 2011, compared to the six months ended June 30, 2010, primarily due to increases in
salary expense of $2,466, partial reinstatement of the Company’s employer match for the Belo
Savings Plan (401(k) plan) of $1,279 and higher pension expense of $1,075. Station programming and
other operating costs decreased $10,115, or 10.9 percent, primarily related to the non-cash expense
reduction in 2010 of $7,019, relating to the 2005 FCC decision discussed above. Six Belo markets
converted to this digital equipment in the first half of 2010. Additionally, technology costs
increased $2,064, programming expense increased $1,379 and advertising and promotion expense
increased $684.
Corporate operating costs decreased $1,163, or 14.8 percent, in the three months ended June 30,
2011, compared to the three months ended June 30, 2010, primarily related to a decrease in pension
expense of $778 related to the pension split, a decrease in technology costs of $452 and a decrease
in accrued bonus expense of $418. Corporate operating costs decreased $4,473, or 25.6 percent, in
the six months ended June 30, 2011, compared to the six months ended June 30, 2010, primarily
related to a decrease in technology costs of $1,557, a decrease in pension expense of $1,556
related to the pension split and a decrease in accrued bonus expense of $1,265.
In October 2010, Belo and A. H. Belo agreed to split the Pension Plan into separately-sponsored
pension plans effective January 1, 2011. Under the agreement, participant benefit liabilities and
assets allocable to approximately 5,100 current and former employees of A. H. Belo and its related
newspaper businesses were transferred to two new defined benefit pension plans created, sponsored,
and managed by or on behalf of A. H. Belo. Effective January 1, 2011, the new A. H. Belo plans
were solely responsible for paying participant benefits for the current and former employees of A.
H. Belo, and the Company is no longer responsible for those liabilities. The participant benefit
liabilities and assets pertaining to current and former employees of Belo, and its related
television businesses, continue to be held by the Pension Plan sponsored by and managed by or on
behalf of Belo.
For Belo, the January 1, 2011, pension split transaction was treated as a settlement under ASC 715.
Under settlement accounting for pensions, the split of the Company’s Pension Plan results in the
transfer of $238,833 in Pension Plan assets, all of which have been transferred to A. H. Belo, and
$339,799 in Pension Plan liabilities to the plans sponsored by A. H. Belo. This resulted in a
reduction in the net unfunded liability of $100,966, which was recorded as a non-cash settlement
gain, and recognition of $129,665 in actuarial losses previously recognized in accumulated other
comprehensive loss, which was recorded as a non-cash settlement charge. This settlement gain and
charge resulted in a net non-cash settlement charge of $28,699. This charge was partially offset
by a final net pension contribution reimbursement of $8,233 received from A. H. Belo as discussed
in “Liquidity and Capital Resources” below. The combined result of all pension split settlement
transactions in 2011 was a net charge before taxes of $20,466.
Other Income and (Expense)
Interest expense decreased $1,765 and $3,670 in the three and six months ended June 30, 2011,
respectively, due primarily to decreased interest costs associated with lower variable rate debt
balances in the three and six months ended June 30, 2011 versus the same periods in 2010. In
addition, commitment fees and amortization of financing costs associated with the variable rate
debt declined due to the Company’s election to reduce commitments under the credit agreement in
August 2010.
Income taxes decreased $3,264, for the three months ended June 30, 2011, compared with the three
months ended June 30, 2010, primarily due to lower pretax earnings and the settlement of certain
tax matters in the second quarter of 2011. Income taxes decreased $13,004, for the six months
ended June 30, 2011, compared with the six months ended June 30, 2010, primarily due to the $7,143
tax benefit related to deferred tax adjustments for the pension settlement charge and lower pretax
earnings.
16
Table of Contents
Station Adjusted EBITDA
NM is not meaningful
Belo’s management uses Station Adjusted EBITDA as the primary measure of profitability to
evaluate operating performance and to allocate capital resources and bonuses to eligible operating
company employees. Station Adjusted EBITDA represents the Company’s earnings from operations
before interest expense, income taxes, depreciation, amortization, impairment charges, pension
settlement charge and contribution reimbursements and corporate operating costs and expenses.
Other income (expense), net is not allocated to television station earnings from operations because
it consists primarily of equity in earnings (losses) from investments in partnerships and joint
ventures and other non-operating income (expense). Station Adjusted EBITDA is a common alternative
measure of performance used by investors, financial analysts and rating agencies to evaluate
financial performance.
For the three months ended June 30, 2011, Station Adjusted EBITDA decreased $4,767, or 7.4 percent,
compared with the three months ended June 30, 2010. For the six months ended June 30, 2011,
Station Adjusted EBITDA decreased $14,806, or 12.2 percent, compared with the six months ended June
30, 2010. These decreases were due to the decrease in political, Olympics and Super Bowl revenue
and an increase in operating costs and expenses as discussed above.
Liquidity and Capital Resources
Net cash provided by operating activities, bank borrowings and long-term debt are Belo’s primary
sources of liquidity.
Operating Cash Flows
Net cash provided by operations was $18,898 in the six months ended June 30, 2011, compared with
$47,458 in the six months ended June 30, 2010. The 2011 operating cash flows were primarily
provided by net earnings adjusted for non-cash and pension-related items, pension contributions and
routine changes in working capital. The 2010 operating cash flows were primarily provided by net
earnings adjusted for non-cash items, pension contributions and routine changes in working capital.
The decrease in net cash provided by operations is primarily due to higher pension contributions
and payments in the first quarter of 2011 for bonuses accrued in 2010.
The Company made $19,557 in contributions to its Pension Plan for the 2010 and 2011 plan years
during the six months ended June 30, 2011, and expects to make contributions of approximately
$7,600 to its Pension Plan during the second half of 2011 related to the 2011 plan year. As
previously discussed, A. H. Belo was obligated to reimburse the Company for its portion of any
contributions the Company made to the Pension Plan related to the 2010 plan year. Such
reimbursements totaled $8,233 and $8,272 during the six months ended June 30, 2011 and 2010,
respectively.
Investing Cash Flows
Net cash flows used for investing activities were $363 in the six months ended June 30, 2011,
compared to $6,444 in the six months ended June 30, 2010. The 2011 investing cash flows were
primarily used for capital expenditures, mostly offset by proceeds from the sale of certain real
estate. The 2010 investing cash flows were primarily used for capital expenditures.
17
Table of Contents
Property Transaction
In June 2011, the Company received $5,919 in proceeds from the sale of real estate it had purchased
in 2005 for potential construction and recorded an immaterial gain on the sale.
Capital Expenditures
Total capital expenditures were $6,741 in the first six months of 2011 compared with $6,467 in the
first six months of 2010.
Financing Cash Flows
Net cash flows used for financing activities were $10,783 in the six months ended June 30, 2011
compared with $38,931 in the six months ended June 30, 2010. The financing activity cash flows
consisted primarily of borrowings and repayments under the Company’s revolving credit facility.
Long-Term Debt
At June 30, 2011, Belo had $886,553 in fixed-rate debt securities as follows: $175,685 of 63/4%
Senior Notes due 2013; $270,868 of 8% Senior Notes due 2016; $200,000 of 73/4% Senior Debentures due
2027; and $240,000 of 71/4% Senior Debentures due 2027. The weighted average effective interest rate
for the fixed-rate debt instruments is 7.5%.
At June 30, 2011, Belo also had variable-rate debt capacity of $205,000 under a credit agreement
(Amended 2009 Credit Agreement). As of June 30, 2011, there was no balance outstanding under the
Amended 2009 Credit Agreement and all unused borrowings were available for borrowing. The Company
is required to maintain certain leverage and interest ratios specified in the agreement. The
leverage ratio is generally defined as the ratio of total debt to cash flow and the senior leverage
ratio is generally defined as the ratio of the debt under the credit facility to cash flow. The
interest coverage ratio is generally defined as the ratio of interest expense to cash flow. At
June 30, 2011, the Company’s leverage ratio was 3.7, its interest coverage ratio was 3.3 and its
senior leverage ratio was 0.0. At June 30, 2011, the Company was in compliance with all debt
covenant requirements.
Dividends
On April 26, 2011, the Company declared a quarterly dividend of five cents per share on Series A
and Series B common stock outstanding, to be paid on September 2, 2011, to shareholders of record
on August 12, 2011.
Share Repurchase Program
The Company has a stock repurchase program pursuant to authorization from Belo’s Board of Directors
in December 2005. There is no expiration date for this repurchase program. The remaining
authorization for the repurchase of shares as of June 30, 2011, under this authority was 13,030,716
shares. During the first half of 2011, no shares were repurchased under this program. The Amended
2009 Credit Agreement, which became effective November 15, 2009, does not permit share repurchases.
Other
The Company has various sources available to meet its 2011 capital and operating commitments,
including cash on hand, short-term investments, internally-generated funds and a $205,000 revolving
credit facility. The Company believes its resources are adequate to meet its foreseeable needs.
Forward-Looking Statements
Statements in this Form 10-Q concerning Belo’s business outlook or future economic performance,
anticipated profitability, revenues, expenses, capital expenditures, investments, future
financings, impairments, pension matters, and other financial and non-financial items that are not
historical facts, are “forward-looking statements” as the term is defined under applicable federal
securities laws. Forward-looking statements are subject to risks, uncertainties and other factors
that could cause actual results to differ materially from those statements.
18
Table of Contents
Such risks, uncertainties and factors include, but are not limited to, uncertainties regarding the
costs, consequences (including tax consequences) and other effects of the Company’s spin-off
distribution of its newspaper businesses and related assets to A. H. Belo and the associated
agreements between the Company and A. H. Belo relating to various matters; changes in capital
market conditions and prospects, and other factors such as changes in advertising demand, interest
rates and programming and production costs; changes in viewership patterns and demography, and
actions by Nielsen; changes in the network-affiliate business model for broadcast television;
technological changes, and the development of new systems and devices to distribute and consume
television and other audio-visual content; changes in the ability to secure, and in the terms of,
carriage of Belo programming on cable, satellite, telecommunications and other program distribution
methods; development of Internet commerce; industry cycles; changes in pricing or other actions by
competitors and suppliers; Federal Communications Commission and other regulatory, tax and legal
changes; adoption of new accounting standards or changes in existing accounting standards by the
Financial Accounting Standards Board or other accounting standard-setting bodies or authorities;
the effects of Company acquisitions, dispositions, co-owned ventures and investments; pension plan
matters; general economic conditions; and significant armed conflict, as well as other risks
detailed in Belo’s other public disclosures, and filings with the Securities and Exchange
Commission (“SEC”), including Belo’s Annual Report on Form 10-K.
Other than as disclosed, there have been no material changes in the Company’s exposure to market
risk from the disclosure included in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2010.
During the quarter ended June 30, 2011, there were no changes in the Company’s internal control
over financial reporting that have materially affected, or are reasonably likely to materially
affect, Belo’s internal control over financial reporting.
The Company carried out an evaluation under the supervision and with the participation of the
Company’s management, including the Company’s president and Chief Executive Officer and senior vice
president/Chief Financial Officer and Treasurer, of the effectiveness of the Company’s disclosure
controls and procedures, as of the end of the period covered by this report. Based upon that
evaluation, the president and Chief Executive Officer and senior vice president/Chief Financial
Officer and Treasurer concluded that, as of the end of the period covered by this report, the
Company’s disclosure controls and procedures were effective such that information relating to the
Company (including its consolidated subsidiaries) required to be disclosed in the Company’s SEC
reports (i) is recorded, processed, summarized and reported within the time periods specified in
the SEC rules and forms and (ii) is accumulated and communicated to the Company’s management,
including the president and Chief Executive Officer and senior vice president/Chief Financial
Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure.
PART II.
In addition to the proceeding described below, a number of other legal proceedings are pending
against the Company, including several actions for alleged libel and/or defamation. In the opinion
of management, liabilities, if any, arising from these other legal proceedings would not have a
material adverse effect on the results of operations, liquidity or financial position of the
Company.
Under the terms of the separation and distribution agreement between the Company and A. H. Belo, A.
H. Belo has agreed to indemnify the Company for any liability arising out of the lawsuit described
in the following paragraph.
On October 24, 2006, 18 former employees of The Dallas Morning News filed a lawsuit against The
Dallas Morning News, the Company, and others in the United States District Court for the Northern
District of Texas. The plaintiffs’ lawsuit mainly consists of claims of unlawful discrimination
and ERISA violations. On March 28, 2011, the Court granted defendants summary judgment and
dismissed all claims. On July 15, 2011, the plaintiffs appealed the
19
Table of Contents
decision to the United States Court of Appeals for the Fifth Circuit. The Company believes
the lawsuit is without merit and is vigorously defending against it.
There have been no material changes in the Company’s risk factors from the disclosure included in
the Company’s Annual Report on Form-10-K for the fiscal year ended December 31, 2010.
There have been no unregistered sales of equity securities in the last three years.
Issuer Purchases of Equity Securities
None.
None.
None.
20
Table of Contents
21
Table of Contents
22
Table of Contents
23
Table of Contents
24
Table of Contents
25
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
26 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||
