UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarter ended March 31, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission File Number 000-1095478
INTERWAVE COMMUNICATIONS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
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BERMUDA |
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98-0155633 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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CLARENDON HOUSE, |
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NOT APPLICABLE |
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(Address of principal executive offices) |
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(Zip code) |
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(441) 295-5950 |
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(Registrant’s telephone number including area code) |
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NOT APPLICABLE |
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(Former name, former address and former fiscal year, if changed since last report.) |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of May 5, 2004, 9,019,569 common shares, par value $0.01 per share, of the registrant were outstanding.
INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. AND SUBSIDIARIES
INDEX
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PART I—FINANCIAL INFORMATION |
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Item 1. Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets as of March 31, 2004 and June 30, 2003 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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2
INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
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March 31, 2004 |
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June 30, 2003 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
7,218 |
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$ |
4,371 |
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Restricted cash, short term portion |
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183 |
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107 |
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Trade receivables, net of allowance of $924 and $2,403 as of March 31, 2004 and June 30, 2003, respectively |
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5,848 |
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5,959 |
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Trade receivables from related parties |
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692 |
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625 |
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Inventories, net |
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7,477 |
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8,058 |
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Prepaid expenses and other current assets |
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1,982 |
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2,421 |
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Total current assets |
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23,400 |
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21,541 |
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Property and equipment, net |
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3,008 |
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4,321 |
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Intangibles, net |
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6,421 |
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7,150 |
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Restricted cash, long term portion |
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103 |
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147 |
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Other assets |
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11 |
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118 |
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Total assets |
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$ |
32,943 |
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$ |
33,277 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Short-term borrowings |
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$ |
2,500 |
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$ |
1,000 |
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Accounts payable |
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6,473 |
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5,324 |
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Accrued expenses |
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2,599 |
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3,526 |
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License payable |
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1,287 |
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2,166 |
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Accrued compensation |
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1,555 |
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2,193 |
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Income taxes payable |
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404 |
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417 |
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Accrued restructuring expenses |
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1,279 |
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1,915 |
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Deferred revenue |
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320 |
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1,939 |
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Deferred revenue from related parties |
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94 |
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141 |
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Advance customer payments |
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4,824 |
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1,567 |
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Current portion of notes and leases payable |
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455 |
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786 |
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Total current liabilities |
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21,790 |
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20,974 |
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Capital lease obligations, long term portion |
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— |
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306 |
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Other long term liabilities |
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1,039 |
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1,978 |
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Total liabilities |
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22,829 |
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23,258 |
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Shareholders’ equity: |
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Common shares, $0.01 par value; 20,000,000 authorized; 8,982,582 and 6,755,177 shares issued and outstanding as of March 31, 2004 and June 30, 2003, respectively |
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89 |
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67 |
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Additional paid-in capital |
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343,811 |
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338,225 |
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Receivable from shareholders |
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(178 |
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(456 |
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Accumulated other comprehensive loss |
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(1,087 |
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(906 |
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Accumulated deficit |
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(332,521 |
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(326,911 |
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Total shareholders’ equity |
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10,114 |
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10,019 |
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Total liabilities and shareholders’ equity |
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$ |
32,943 |
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$ |
33,277 |
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See Notes to Condensed Consolidated Financial Statements
3
INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
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Three
Months Ended |
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Nine
Months Ended |
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2004 |
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2003 |
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2004 |
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2003 |
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(unaudited) |
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(unaudited) |
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Net revenues |
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$ |
9,710 |
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$ |
6,580 |
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$ |
30,882 |
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$ |
21,485 |
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Cost of revenues |
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4,633 |
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4,929 |
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16,075 |
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17,600 |
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Gross profit |
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5,077 |
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1,651 |
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14,807 |
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3,885 |
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Operating expenses: |
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Research and development |
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2,281 |
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3,253 |
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6,856 |
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10,948 |
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Selling, general and administrative |
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4,003 |
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3,933 |
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13,770 |
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15,150 |
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Amortization of deferred stock compensation |
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— |
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79 |
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194 |
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Gains on asset sales |
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(332 |
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(809 |
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(227 |
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Restructuring charges |
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4 |
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79 |
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436 |
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715 |
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Total operating expenses |
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6,288 |
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7,012 |
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20,253 |
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26,780 |
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Loss from operations |
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(1,211 |
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(5,361 |
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(5,446 |
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(22,895 |
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Interest income |
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3 |
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22 |
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3 |
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149 |
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Interest expense |
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(14 |
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(66 |
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(87 |
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