1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
-------------------
For the Quarter Ended September 30, 1995 Commission File Number: 811-1056
CAPITAL SOUTHWEST CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1072796
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
12900 Preston Road, Suite 700, Dallas, Texas 75230
(Address of principal executive offices including zip code)
(214) 233-8242
(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 periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
3,767,051 shares of Common Stock, $1 Par Value as of October 31, 1995
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARY
Consolidated Statements of Financial Condition
ASSETS September 30, 1995 March 31, 1995
------------------ --------------
(Unaudited)
Investments at market or fair value
Companies more than 25% owned
(Cost: September 30, 1995 - $25,408,361,
March 31, 1995 - $15,147,834) $165,178,000 $143,715,000
Companies 5% to 25% owned
(Cost: September 30, 1995 - $14,509,509,
March 31, 1995 - $17,030,438) 38,312,000 31,459,238
Companies less than 5% owned
(Cost: September 30, 1995 - $20,440,634
March 31, 1995 - $17,551,303) 41,623,224 27,586,335
------------ ------------
Total investments
(Cost: September 30, 1995- $60,358,504
March 31, 1995 - $49,729,575) 245,113,224 202,760,573
Cash and cash equivalents 80,650,944 8,372,976
Receivables 334,262 243,633
Other assets 2,606,548 2,434,231
------------ ------------
Totals $328,704,978 $213,811,413
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable to bank $ 79,500,000 $ -
Note payable to Skylawn Corporation 2,500,000 -
Accrued interest and other liabilities 1,499,962 1,490,506
Deferred income taxes 65,091,003 53,951,003
Subordinated debentures 11,000,000 11,000,000
------------ ------------
Total liabilities 159,590,965 66,441,509
------------ ------------
Shareholders' equity
Common stock, $1 par value: authorized,
5,000,000 shares; issued, 4,204,416 shares
at September 30, 1995 and 4,172,416 shares
at March 31, 1995 4,204,416 4,172,416
Additional capital 4,813,121 4,270,371
Undistributed net investment income 4,729,066 3,889,288
Undistributed net realized gain on investments 41,995,992 42,287,133
Unrealized appreciation of investments -
net of deferred income taxes 120,404,720 99,783,998
Treasury stock - at cost (437,365 shares) (7,033,302) (7,033,302)
------------ ------------
Net assets at market or fair value, equivalent
to $44.89 per share on the 3,767,051 shares
outstanding at September 30, 1995, and
$39.46 per share on the 3,735,051 shares
outstanding at March 31, 1995 169,114,013 147,369,904
------------ ------------
Totals $328,704,978 $213,811,413
============ ============
(See Notes to Consolidated Financial Statements)
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CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
September 30 September 30
1995 1994 1995 1994
----------- ----------- ----------- ----------
Investment income:
Interest $ 507,221 $ 477,044 $ 1,034,274 $ 934,103
Dividends 646,449 654,994 1,292,103 1,271,133
Management and directors' fees 127,750 128,750 268,300 262,250
----------- ----------- ----------- ----------
1,281,420 1,260,788 2,594,677 2,467,486
----------- ----------- ----------- ----------
Operating expenses:
Interest 350,686 361,779 587,395 719,693
Salaries 214,607 175,349 394,206 339,566
Net pension benefit (43,993) (60,832) (104,351) (120,715)
Other operating expenses 110,630 106,269 231,290 217,300
----------- ----------- ----------- ----------
631,930 582,565 1,108,540 1,155,844
----------- ----------- ----------- ----------
Income before income taxes 649,490 678,223 1,486,137 1,311,642
Income tax expense 16,114 22,663 37,114 43,663
----------- ----------- ----------- ----------
NET INVESTMENT INCOME $ 633,376 $ 655,560 $ 1,449,023 $1,267,979
=========== =========== =========== ==========
Proceeds from disposition of investments $ - $ 257,125 $ - $1,502,569
Cost of investments sold - 434,698 - 730,606
----------- ----------- ----------- ----------
Realized gain (loss) on investments
before income taxes - (177,573) - 771,963
Income tax expense (benefit) - (62,151) - 270,186
----------- ----------- ----------- ----------
NET REALIZED GAIN (LOSS) ON INVESTMENTS - (115,422) - 501,777
----------- ----------- ----------- ----------
Increase (decrease) in unrealized
appreciation of investments before income
taxes and distributions 36,968,158 5,665,555 40,988,026 (771,416)
Increase (decrease) in deferred income
taxes on appreciation of investments 9,696,000 1,984,000 11,103,000 (269,000)
----------- ----------- ----------- ----------
NET INCREASE (DECREASE) IN UNREALIZED
APPRECIATION OF INVESTMENTS BEFORE
DISTRIBUTIONS 27,272,158 3,681,555 29,885,026 (502,416)
----------- ----------- ----------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS $27,272,158 $ 3,566,133 $29,885,026 $ (639)
=========== =========== =========== ==========
INCREASE IN NET ASSETS FROM OPERATIONS
BEFORE DISTRIBUTIONS $27,905,534 $ 4,221,693 $31,334,049 $1,267,340
=========== =========== =========== ==========
(See Notes to Consolidated Financial Statements)
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CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Consolidated Statements of Changes in Net Assets
Six Months Ended Year Ended
September 30, 1995 March 31, 1995
------------------ --------------
(Unaudited)
Operations
Net investment income $ 1,449,023 $ 2,446,653
Net realized gain on investments - 142,403
Net increase in unrealized appreciation
of investments before distributions 29,885,026 13,583,731
------------ ------------
Increase in net assets from operations
before distributions 31,334,049 16,172,787
Distributions from:
Undistributed net investment income (747,010) (2,241,031)
Undistributed net realized gain on investments (153,376) -
Unrealized appreciation of investments (9,264,304) -
Capital share transactions
Exercise of employee stock options 574,750 384,750
------------ ------------
Increase in net assets 21,744,109 14,316,506
Net assets, beginning of period 147,369,904 133,053,398
------------ ------------
Net assets, end of period $169,114,013 $147,369,904
============ ============
(See Notes to Consolidated Financial Statements)
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CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended Six Months Ended
September 30 September 30
------------ ------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Increase in net assets from operations
before distributions $27,905,534 $ 4,221,693 $31,334,049 $ 1,267,340
Adjustments to reconcile increase in net
assets from operations before distributions
to net cash provided by operating activities:
Depreciation and amortization 7,606 11,336 15,214 22,170
Net pension benefit (43,993) (60,832) (104,351) (120,715)
Net realized and unrealized gain
on investments (27,272,158) (3,566,133) (29,885,026) (66,850)
Increase in receivables (78,381) (278,601) (90,630) (304,184)
(Increase) decrease in other assets 14,695 4,258 (17,550) (34,232)
Decrease in accrued interest and
other liabilities (7,396) (296,933) (56,173) (26,206)
Deferred income taxes 16,000 21,000 37,000 42,000
----------- ----------- ----------- -----------
Net cash provided by operating activities 541,907 55,788 1,232,533 779,323
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposition of investments - 257,125 - 1,502,569
Purchases of securities (10,877,132) (3,981,200) (10,877,132) (6,846,935)
Maturities of securities - - 110,669 -
----------- ----------- ----------- -----------
Net cash used by investing activities (10,877,132) (3,724,075) (10,766,463) (5,344,366)
----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in notes payable
to bank 79,500,000 - 79,500,000 (75,000,000)
Increase in note payable to Skylawn
Corporation 2,500,000 - 2,500,000 -
Distributions from undistributed net
investment income - - (747,010) (747,010)
Distributions from undistributed net
realized gain on investments (15,842) - (15,842) -
Proceeds from exercise of employee
stock options 574,750 - 574,750 384,750
----------- ----------- ----------- -----------
Net cash provided (used) by financing
activities 82,558,908 - 81,811,898 (75,362,260)
----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents 72,223,683 (3,668,287) 72,277,968 (79,927,303)
Cash and cash equivalents at beginning
of period 8,427,261 18,023,621 8,372,976 94,282,637
----------- ----------- ----------- -----------
Cash and cash equivalents at end of period $80,650,944 $14,355,334 $80,650,944 $14,355,334
=========== =========== =========== ===========
(Continued)
(See Notes to Consolidated Financial Statements)
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CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Continued
Three Months Ended Six Months Ended
September 30 September 30
------------ ------------
1995 1994 1995 1994
------------ ------------ ------------ -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 354,305 $ 509,554 $ 553,757 $ 718,089
Income taxes $ 114 $ 49 $ 114 $ 15,049
SUPPLEMENTAL DISCLOSURE OF FINANCING ACTIVITIES:
On July 31, 1995, Capital Southwest Corporation distributed to its shareholders
752,147 shares of common stock of Palm Harbor Homes, Inc., which had a fair
market value of $12.50 per share, or $9,401,838.
(See Notes to Consolidated Financial Statements)
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CAPITAL SOUTHWEST VENTURE CORPORATION
(wholly-owned subsidiary of Capital Southwest Corporation)
Statement of Financial Condition
September 30, 1995
(Unaudited)
ASSETS
Investments at market or fair value
Companies more than 25% owned (Cost - $8,223,737) $ 49,584,706
Companies 5% to 25% owned (Cost - $3,444,369) 8,267,400
Companies less than 5% owned (Cost - $11,479,146) 21,594,048
------------
Total investments (Cost - $23,147,252) 79,446,154
Cash and cash equivalents 80,326,319
Interest and dividends receivable 142,964
Other assets 73,575
------------
Total $159,989,012
============
LIABILITIES AND SHAREHOLDER'S EQUITY
Note payable to Capital Southwest Corporation $ 75,000,000
Accrued interest and other liabilities 339,726
Deferred income taxes 19,575,959
Subordinated debentures 11,000,000
------------
Total liabilities 105,915,685
------------
Shareholder's equity
Common stock, $1 par value: authorized 5,000,000 shares;
issued and outstanding, 1,000,000 shares 1,000,000
Additional capital 15,606,949
Undistributed net investment income 1,120,703
Accumulated net realized loss on investments (264,227)
Unrealized appreciation of investments - net of deferred
income taxes 36,609,902
------------
Shareholder's equity 54,073,327
------------
Total $159,989,012
============
(See Notes to Consolidated Financial Statements)
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CAPITAL SOUTHWEST VENTURE CORPORATION
(wholly-owned subsidiary of Capital Southwest Corporation)
Statement of Operations
Six Months Ended September 30, 1995
(Unaudited)
Investment income:
Interest $ 816,607
Dividends 598,468
-----------
1,415,075
-----------
Operating expenses:
Interest 496,731
Management fee 102,350
Miscellaneous 7,500
-----------
606,581
-----------
NET INVESTMENT INCOME $ 808,494
===========
Net increase in unrealized appreciation of investments
before distribution (net of increase in deferred
income taxes of $44,000) 9,363,091
-----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS $ 9,363,091
===========
INCREASE IN SHAREHOLDER'S EQUITY FROM OPERATIONS
BEFORE DISTRIBUTION $10,171,585
===========
Statements of Changes in Shareholder's Equity
Six Months Ended Year Ended
September 30, 1995 March 31, 1995
------------------ --------------
(Unaudited)
Net investment income $ 808,494 $ 784,699
Net realized gain on investments - 15,097
Net increase in unrealized appreciation of
investments before distribution 9,363,091 5,412,310
----------- -----------
Increase in shareholder's equity from operations
before distribution 10,171,585 6,212,106
Capital contribution by Capital Southwest Corporation 2,500,000 -
Distributions to Capital Southwest Corporation from:
Undistributed net investment income - (718,146)
Accumulated net realized loss on investments (137,765) -
Unrealized appreciation of investments (9,279,873) -
----------- -----------
Increase in shareholder's equity 3,253,947 5,493,960
Shareholder's equity, beginning of period 50,819,380 45,325,420
----------- -----------
SHAREHOLDER'S EQUITY, END OF PERIOD $54,073,327 $50,819,380
=========== ===========
(See Notes to Consolidated Financial Statements)
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CAPITAL SOUTHWEST VENTURE CORPORATION
(wholly-owned subsidiary of Capital Southwest Corporation)
Statement of Cash Flows
Six Months Ended September 30, 1995
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Increase in shareholder's equity from operations before distribution $ 10,171,585
Adjustments to reconcile increase in shareholder's equity from
operations before distribution to net cash provided by operating activities:
Net realized and unrealized gain on investments (9,363,091)
Decrease in interest and dividends receivable 38,300
Decrease in other assets 8,216
Increase in accrued interest and other liabilities 22,238
-------------
Net cash provided by operating activities 877,248
-------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities (77,667)
Maturities of securities 99,572
-------------
Net cash provided by investing activities 21,905
-------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in note payable to Capital Southwest Corporation 75,000,000
-------------
Net increase in cash and cash equivalents 75,899,153
Cash and cash equivalents at beginning of period 4,427,166
-------------
Cash and cash equivalents at end of period $ 80,326,319
=============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 464,110
Income taxes $ 114
SUPPLEMENTAL DISCLOSURE OF FINANCING ACTIVITIES:
On July 31, 1995, Capital Southwest Venture Corporation distributed to Capital
Southwest Corporation 753,411 shares of common stock of Palm Harbor Homes,
Inc., which had a fair market value of $12.50 per share, or $9,417,638.
(See Notes to Consolidated Financial Statements)
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CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements, which include the
accounts of Capital Southwest Corporation and its wholly-owned small business
investment company subsidiary (the "Company"), have been prepared on the value
basis in accordance with generally accepted accounting principles for
investment companies. All significant intercompany accounts and transactions
have been eliminated in consolidation.
The financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Article 6 of Regulation S-X.
The financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's annual report
on Form 10-K for the year ended March 31, 1995. Certain information and
footnotes normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted,
although the Company believes that the disclosures are adequate for a fair
presentation. The information reflects all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of the results of operations for the interim periods.
2. Summary of Per Share Information
Three Months Ended Six Months Ended
September 30 September 30
------------ ------------
1995 1994 1995 1994
------ ------ ------ ------
Investment income $ .34 $ .34 $ .69 $ .66
Operating expenses (.08) (.05) (.14) (.12)
Interest expense (.09) (.10) (.16) (.19)
Income taxes - (.01) (.01) (.01)
------ ------ ------ ------
Net investment income .17 .18 .38 .34
Distributions from undistributed
net investment income - - (.20) (.20)
Distributions from net realized
gain on investments (.04) - (.04) -
Distributions from unrealized
appreciation of investments (2.46) - (2.46) -
Net realized gain (loss) on investments - (.03) - .14
Net increase (decrease) in unrealized
appreciation of investments before
distributions 7.24 .99 7.94 (.13)
Exercise of employee stock options (1) (.19) - (.19) (.09)
------ ------ ------ ------
Net increase in net asset value 4.72 1.14 5.43 .06
Net asset value:
Beginning of period 40.17 34.73 39.46 35.81
------ ------ ------ ------
End of period $44.89 $35.87 $44.89 $35.87
====== ====== ====== ======
Shares outstanding at end of period
(000s omitted) 3,767 3,735 3,767 3,735
(1) Net decrease is due to the exercise of employee stock options at prices
less than beginning of period net asset value.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Interest income in the six months ended September 30, 1995 increased
from the year-ago period primarily because of additional interest payments by
portfolio companies offset somewhat by a decrease in cash and cash equivalents
(excluding the $75,000,000 loan proceeds) arising from (a) additional
investments in non-interest bearing securities and (b) the repayment by the
Company of a $4,000,000 12.145% subordinated debenture on March 1, 1995.
During the six months ended September 30, 1995 and 1994, the Company recorded
dividend income from the following sources:
Six Months Ended
September 30
------------
1995 1994
----------- -----------
The RectorSeal Corporation $ 600,001 $ 600,001
Alamo Group Inc. 532,000 478,800
Cherokee Communications, Inc. 72,000 108,000
Westmarc Communications, Inc. 40,635 40,635
Other 47,467 43,697
----------- -----------
$ 1,292,103 $ 1,271,133
=========== ===========
Interest expense in the six months ended September 30, 1995 decreased
from the year-ago period due to the repayment of the subordinated debenture as
described above. Salaries in the six months ended September 30, 1995 increased
from the year-ago period due to one additional staff member and routine annual
compensation increases.
Set forth in the following table are the significant increases and
decreases in unrealized appreciation (before the related change in deferred
taxes and excluding the effect of gains or losses realized during the periods)
by portfolio company:
Three Months Ended Six Months Ended
September 30 September 30
------------ ------------
1995 1994 1995 1994
----------- ------------ ----------- ------------
Alamo Group Inc. $ 1,609,000 $ (1,172,000) $ 3,920,000 $ (6,928,000)
American Homestar Corporation 970,025 559,758 1,258,113 648,508
CrossTies Software Corporation - (75,000) - (575,000)
Data Race, Inc. (2,621,300) - (1,809,300) (277,200)
Dennis Tool Company - - (800,000) -
Encore Wire Corporation (455,400) 2,438,750 (3,567,000) 5,013,250
Intelligent Electronics, Inc. (512,500) 181,250 (112,500) (806,250)
Mail-Well, Inc. 3,669,990 - 3,669,990 -
MESC Holdings, Inc. 13,000,000 - 13,000,000 -
Mylan Laboratories, Inc. (48,107) 363,477 (133,631) 684,192
Palm Harbor Homes, Inc. 17,290,777 4,484,600 17,290,777 4,484,600
PETsMART, Inc. (formerly Petstuff, Inc.) 4,168,906 - 6,622,950 615,120
The RectorSeal Corporation - - - 1,000,000
Skylawn Corporation - (2,000,000) - (5,000,000)
Tecnol Medical Products, Inc. (505,351) 186,164 45,941 282,702
Tele-Communications, Inc. 135,000 326,250 573,750 258,750
On July 31, 1995, Capital Southwest Corporation distributed 752,147
shares of common stock of Palm Harbor Homes, Inc. on the basis of one share for
each five shares of Capital Southwest common stock of record on July 17, 1995.
Cash payments were made in lieu of Palm Harbor common stock to record holders
of fewer than 50 shares of Capital Southwest common stock and in lieu of
fractional shares. The fair market value of Palm Harbor common stock on the
July 31, 1995 distribution date was determined to be $12.50 per share.
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12
During the quarter ended September 30, 1995, the Company made
additional investments of $10,877,132 in existing portfolio companies.
On October 2, 1995, the Company repaid $75,000,000 of the notes
payable to bank from its cash and cash equivalents.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on July 17,
1995, with the following results of elections and approval:
Votes Cast
---------------------------------------------
Against/ Abstentions/
For Withheld Non-Votes
------ -------- ------------
a. The following Directors were elected
to serve until the next Annual Meeting
of Stockholders:
Graeme W. Henderson 3,239,278 2,848 492,925
Gary L. Martin 3,228,964 13,162 492,925
James M. Nolan 3,239,278 2,848 492,925
William R. Thomas 3,239,404 2,722 492,925
John H. Wilson 3,238,378 3,748 492,925
b. KPMG Peat Marwick LLP was
approved as the Company's
auditors for the 1996 fiscal year. 3,209,067 3,988 521,996
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
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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.
CAPITAL SOUTHWEST CORPORATION
Date: November 13, 1995 By: /s/William R. Thomas
------------------------------- ------------------------------------
William R. Thomas, President
Date: November 13, 1995 By: /s/Tim Smith
------------------------------- ------------------------------------
Tim Smith, Vice President
and Secretary-Treasurer
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EXHIBIT INDEX
-------------
Exhibit Number Description
- - -------------- -----------
27 Financial Data Schedule
6
6-MOS
MAR-31-1995
APR-01-1995
SEP-30-1995
60,358,504
245,113,224
334,262
2,606,548
80,650,944
328,704,978
0
11,000,000
148,590,965
159,590,965
0
4,813,121
4,204,416
4,172,416
4,729,066
0
41,995,992
0
120,404,720
169,114,013
1,292,103
1,034,274
268,300
1,108,540
1,449,023
0
29,885,026
31,334,049
0
747,010
153,376
9,264,304
32,000
0
0
21,744,109
3,889,288
42,287,133
0
0
0
587,395
1,108,540
0
39.46
.38
7.94
.20
.04
2.65
44.89
0
0
0
