Form 6-K AUDIOCODES LTD For: Jan 28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the Month of January 2020

 

Commission file number 0-30070

 

AUDIOCODES LTD.

(Translation of registrant’s name into English)

 

1 Hayarden Street • Airport City, Lod 7019900 • ISRAEL

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x    Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

  

 

On January 28, 2020, AudioCodes Ltd. (the “Registrant”) issued a press release announcing financial results for the fourth quarter and full year periods ended December 31, 2019, and other matters. A copy of this press release is attached hereto as Exhibit 1 and incorporated by reference herein.

 

The information set forth in (a) the first, second, third, sixth (excluding the reference to Non-GAAP gross margin in the fifth sentence thereof), seventh (excluding the last sentence thereof concerning Non-GAAP net income), eighth and ninth paragraphs following the heading “Details,” and the two paragraphs following the heading “Share Buy Back Program and Cash Dividend” of and (b) the condensed consolidated balance sheets, condensed consolidated statements of operations and condensed consolidated statements of cash flows contained in, the press release attached as Exhibit 1 to this Report on Form 6-K are hereby incorporated by reference into (i) the Registrant’s Registration Statement on Form S-8, File No. 333-11894; (ii) the Registrant’s Registration Statement on Form S-8, File No. 333-13268; (iii) the Registrant’s Registration Statement on Form S-8, File No. 333-105473; (iv) the Registrant’s Registration Statement on Form S-8, File No. 333-144825; (v) the Registrant’s Registration Statement on Form S-8, File No. 333-160330; (vi) the Registrant’s Registration Statement on Form S-8, File No. 333-170676; (vii) the Registrant’s Registration Statement on Form S-8, File No. 333-190437; (viii) the Registrant’s Registration Statement on Form S-8, File No. 333-210438; and (ix) the Registrant’s Registration Statement on Form S-8, File No. 333-230388.

 

 

SIGNATURE

 

 

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.

 

	AUDIOCODES LTD.
	(Registrant)
	By:	/s/ NIRAN BARUCH
		Niran Baruch
		Vice President Finance and
		Chief Financial Officer

  

 

Dated: January 28, 2020

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
1		Press release, dated January 28, 2020, announcing financial results for the fourth quarter and full year periods ended December 31, 2019, and other matters.

  

 

 

 

 

 

 

 

Exhibit 1 

 

AudioCodes Press Release

 

P R E S S  R E L E A S E

 

Company Contacts		IR Agency Contact
Niran Baruch, VP Finance & Chief Financial Officer AudioCodes Tel: +972-3-976-4000 [email protected]	Shirley Nakar, Director, Investor Relations AudioCodes Tel: +972-3-976-4000 [email protected]	Brett Maas, Managing Director Hayden IR Tel: +1-646-536-7331 [email protected]

 

AudioCodes Reports Fourth Quarter and Full Year 2019 Results

 

Lod, Israel – January 28, 2020 - AudioCodes (NASDAQ: AUDC) Press Release

 

Fourth Quarter and Full Year 2019 Highlights

 

·

Quarterly revenues increased by 15.3% year-over-year to $52.8 million;

 

full 2019 year revenues increased by 13.7% to $200.3 million;

 

·

Quarterly service revenues increased by 15.9% year-over-year to $17.5 million;

 

full 2019 year service revenues increased by 14.7% to $64.6 million;

 

·

Quarterly and full 2019 year UC-SIP revenues increased more than 20% year-over-year;

 

·

AudioCodes entered into a royalty buyout agreement with the Israel National Authority for Technology and Innovation (“IIA”) in November 2019 (detailed below). The agreement provided for a payment of $32.2 million to the IIA. This required payment of $32.2 million is included in expenses in the GAAP results for the three months and full year ended December 31, 2019;

 

·

GAAP results:

 

·

Quarterly GAAP gross margin percentage was 3.9%;

 

·

Quarterly GAAP operating loss percentage was 49.2%;

 

·

Quarterly GAAP net loss was $8.2 million, or ($0.28) per diluted share;

 

·

Full 2019 year GAAP net income was $4.0 million, or $0.13 per diluted share;

 

·

Non-GAAP results:

 

·

Quarterly Non-GAAP gross margin percentage was 65.1%;

 

·

Quarterly Non-GAAP operating margin percentage was 15.7%;

 

·

Quarterly Non-GAAP net income was $8.1 million, or $0.26 per diluted share;

 

·

Full 2019 year Non-GAAP net income was $27.8 million, or $0.89 per diluted share; and

 

·

Net cash provided by operating activities was $2.4 million for the quarter and $23.2 million for the full year.

 

AudioCodes Press Release

 

 

Details

 

AudioCodes, a leading vendor of advanced voice networking and media processing solutions for the digital workplace, today announced financial results for the fourth quarter and full year periods ended December 31, 2019.

 

Revenues for the fourth quarter of 2019 were $52.8 million compared to $51.4 million for the third quarter of 2019 and $45.8 million for the fourth quarter of 2018. Revenues were $200.3 million in 2019 compared to $176.2 million in 2018.

 

Net loss was $8.2 million, or ($0.28) per diluted share, for the fourth quarter of 2019, compared to net income of $4.5 million, or $0.15 per diluted share, for the fourth quarter of 2018. Net income in 2019 was $4.0 million, or $0.13 per diluted share, compared to $13.5 million, or $0.45 per diluted share, in 2018.

 

On a Non-GAAP basis, net income was $8.1 million, or $0.26 per diluted share, for the fourth quarter of 2019 compared to $6.3 million, or $0.20 per diluted share, in the fourth quarter last year. Non-GAAP net income in 2019 was $27.8 million, or $0.89 per diluted share, compared to $20.0 million, or $0.65 per diluted share, in 2018.

 

Non-GAAP net income excludes: (i) share-based compensation expenses; (ii) amortization expenses related to intangible assets; (iii) expenses related to the payment required to be made pursuant to the royalty buyout agreement announced in November 2019 (detailed below); (iv) expenses or income related to revaluation of an earn-out liability in connection with the acquisition of Active Communications Europe; (v) financial income or expenses related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies and (vi) non-cash deferred tax expenses (benefit). A reconciliation of net income on a GAAP basis to a non-GAAP basis is provided in the tables that accompany the condensed consolidated financial statements contained in this press release.

 

As announced in November 2019, the Company and one of its Israeli subsidiaries entered into a royalty buyout agreement (the “Royalty Buyout Agreement”) with the Israel National Authority for Technology and Innovation (“IIA”) relating to certain grants they had received from the IIA. The contingent net royalty liability to the IIA at the time of the Royalty Buyout Agreement with respect to these grants was approximately $49 million (the “Debt”), including interest to the date of the Royalty Buyout Agreement. As part of the Royalty Buyout Agreement, the Company agreed to pay approximately $32.2 million to the IIA (to settle the $49 million Debt in full) in three annual installments starting in 2019. Pursuant to the Royalty Buyout Agreement, AudioCodes eliminated all royalty obligations related to its future revenues with respect to these grants. The Royalty Buyout Agreement has a positive impact on Non-GAAP gross margin starting in the fourth quarter of 2019 and will have a positive impact on GAAP gross margin starting in the first quarter of 2020. The $32.2 million expense is included in the GAAP cost of revenues for the fourth quarter of 2019 and impacts GAAP results for the three months and full year ended December 31, 2019.

 

AudioCodes Press Release

 

 

During the fourth quarter of 2019, the Company utilized the deferred tax asset recorded in 2016 and created a new deferred tax asset based on its earnings history and expected future operating results. The total deferred tax asset amounted to $20.5 million as of December 31, 2019. This deferred tax asset represents the approximate amount of the Company’s net operating losses and temporary tax differences that the Company estimates it will utilize over the next few years. GAAP net income for the fourth quarter and full 2019 year reflect the effect of the tax benefit associated with the creation of this deferred tax asset. Non-GAAP net income excludes this non-cash deferred tax benefit.

 

Net cash provided by operating activities was $2.4 million for the fourth quarter of 2019 and $23.2 million for 2019. Both numbers were impacted by the $10.7 million payment made in December 2019 which was the first installment pursuant to the Royalty Buyout Agreement.

 

Cash and cash equivalents, long and short-term bank deposits and short-term marketable securities were $71.9 million as of December 31, 2019 compared to $65.4 million as of December 31, 2018. The increase in cash and cash equivalents, long and short-term bank deposits and short-term marketable securities was the result of cash provided by operating activities offset, in part, by the use of cash in 2019 for repurchasing of the Company’s ordinary shares pursuant to its share repurchase program, payment of cash dividends and the payment related to the first installment pursuant to the Royalty Buyout Agreement.

 

"We are pleased to report record financial results for the fourth quarter and full year 2019,” said Shabtai Adlersberg, President and Chief Executive Officer of AudioCodes.

 

“The year 2019 ended on a strong note, underscoring strong performance for the full year, our best year ever. Underlining our success is our continued leadership of the Enterprise Voice segment with our voice connectivity solutions, delivery of strong results for our voice networking business, and increased investment in two new developing markets: the meeting space and Voice.ai. Growing our top line revenue by 13.7% year-over-year, the second year in a row of double digit revenue growth, improving non-GAAP annual operating income to 14.1% from 11.7% in the prior year, and growing non-GAAP annual net income by 38.9% compared to 2018, all demonstrate the strength of our Company’s performance.  A key factor driving this significant growth is the strength in our UC-SIP business which increased more than 20% year-over-year. Our success in growing our UC-SIP business is echoed in a strong industry position and successful execution in the markets we serve.”

 

"In 2019 we continued to invest and develop technologies and solutions in the Voice.ai business unit which has demonstrated success in growing the number of project wins. In the second half of 2019 we have announced the launch of a new effort targeting a set of solutions and devices for the emerging meeting space. Coupling these new technologies with our strong position in the UC and UCaaS markets in the Microsoft Teams and Skype for Business ecosystem should further enhance our ability to expand our business. Looking forward, and based on current business momentum, we are confident in our ability to continue to expand our business in 2020 and beyond. We plan to continue our investment in future offerings, and focus on the return on investment to our shareholders."

 

AudioCodes Press Release

 

 

Share Buy Back Program and Cash Dividend

 

In August 2019, AudioCodes received court approval in Israel to purchase up to an aggregate of $12 million (“Permitted Amount”) of additional ordinary shares pursuant to its share repurchase program. The court approval also permitted AudioCodes to declare a dividend of any part of the Permitted Amount during the approved validity period. This court approval will expire on February 3, 2020.

 

In December 2019, the Company submitted a new application to the Israeli court, requesting approval of an additional repurchase program for $12 million of ordinary shares. The application also requested the court to permit AudioCodes to declare a dividend of any part of this amount. The new application was submitted to the court and a decision is expected during February 2020.

 

Conference Call & Web Cast Information

 

AudioCodes will conduct a conference call at 8:30 A.M., Eastern Time today to discuss the Company's fourth quarter and full year of 2019 operating performance, financial results and outlook. Interested parties may participate in the conference call by dialing one the following numbers:

 

United States Participants: +1 (877) 407-0778

 

International Participants: +1 (201) 689-8565

 

The conference call will also be simultaneously webcast. Investors are invited to listen to the call live via webcast at the AudioCodes investor website at http://www.audiocodes.com/investors-lobby

 

Follow AudioCodes’ social media channels:

 

AudioCodes invites you to join our online community and follow us on: AudioCodes Voice Blog, LinkedIn, Twitter, Facebook, and YouTube.

 

About AudioCodes

 

AudioCodes Ltd. (NASDAQ, TASE: AUDC) is a leading vendor of advanced voice networking and media processing solutions for the digital workplace. AudioCodes enables enterprises and service providers to build and operate all-IP voice networks for unified communications, contact centers, and hosted business services. AudioCodes offers a broad range of innovative products, solutions and services that are used by large multi-national enterprises and leading tier-1 operators around the world.

 

AudioCodes Press Release

 

 

For more information on AudioCodes, visit http://www.audiocodes.com.

 

Statements concerning AudioCodes' business outlook or future economic performance; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are "forward-looking statements'' as that term is defined under U.S. Federal securities laws. Forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. These risks, uncertainties and factors include, but are not limited to: the effect of global economic conditions in general and conditions in AudioCodes' industry and target markets in particular; shifts in supply and demand; market acceptance of new products and the demand for existing products; the impact of competitive products and pricing on AudioCodes' and its customers' products and markets; timely product and technology development, upgrades and the ability to manage changes in market conditions as needed; possible need for additional financing; the ability to satisfy covenants in the Company’s loan agreements; possible disruptions from acquisitions; the ability of AudioCodes to successfully integrate the products and operations of acquired companies into AudioCodes’ business; and other factors detailed in AudioCodes' filings with the U.S. Securities and Exchange Commission. AudioCodes assumes no obligation to update the information in this release.

 

©2019 AudioCodes Ltd. All rights reserved. AudioCodes, AC, HD VoIP, HD VoIP Sounds Better, IPmedia, Mediant, MediaPack, What’s Inside Matters, OSN, SmartTAP, User Management Pack, VMAS, VoIPerfect, VoIPerfectHD, Your Gateway To VoIP, 3GX, VocaNom, AudioCodes One Voice and CloudBond are trademarks or registered trademarks of AudioCodes Limited. All other products or trademarks are property of their respective owners. Product specifications are subject to change without notice.

 

Summary financial data follows

 

 

 

 

 

 

 

AudioCodes Press Release

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

 

		December 31,				December 31,
		2019				2018
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	64,773			$	31,503
Short-term and restricted bank deposits			6,416				12,381
Short-term marketable securities and accrued interest			-				19,602
Trade receivables, net			27,501				22,279
Other receivables and prepaid expenses			5,626				5,885
Inventories			28,275				22,620
Total current assets			132,591				114,270
LONG-TERM ASSETS:
Long-term and restricted bank deposits		$	694			$	1,894
Deferred tax assets			20,466				4,350
Operating lease right-of-use assets			29,250				-
Severance pay funds			19,370				17,518
Total long-term assets			69,780				23,762
PROPERTY AND EQUIPMENT, NET			4,392				3,865
GOODWILL, INTANGIBLE ASSETS AND OTHER, NET			37,123				37,475
Total assets		$	243,886			$	179,372
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term bank loans		$	2,473			$	2,487
Trade payables			6,628				6,188
Other payables and accrued expenses			46,191				22,541
Deferred revenues			33,538				23,727
Short-term operating lease liabilities			8,579				-
Total current liabilities			97,409				54,943
LONG-TERM LIABILITIES:
Accrued severance pay		$	20,313			$	18,728
Long-term bank loans			1,200				3,687
Deferred revenues and other liabilities			9,831				7,466
Long-term operating lease liabilities			22,659				-
Total long-term liabilities			54,003				29,881
Total shareholders’ equity			92,474				94,548
Total liabilities and shareholders' equity		$	243,886			$	179,372

 

AudioCodes Press Release

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except share and per share data

 

		Year ended								Three months ended
		December 31,								December 31,
		2019				2018				2019				2018
		(Unaudited)				(Audited)				(Unaudited)
Revenues:
Products		$	135,646			$	119,887			$	35,271			$	30,650
Services			64,641				56,336				17,526				15,127
Total Revenues			200,287				176,223				52,797				45,777
Cost of revenues:
Products			59,022				51,878				15,340				13,450
Services			14,129				13,739				3,215				3,668
Expense related to royalty buyout agreement with the IIA			32,178				-				32,178				-
Total Cost of revenues			105,329				65,617				50,733				17,118
Gross profit			94,958				110,606				2,064				28,659
Operating expenses:
Research and development, net			41,199				34,661				10,941				9,035
Selling and marketing			51,535				49,335				13,650				11,958
General and administrative			11,778				10,251				3,424				2,538
Total operating expenses			104,512				94,247				28,015				23,531
Operating income (loss)			(9,554	)			16,359				(25,951	)			5,128
Financial income (expenses), net			(1,761	)			228				231				42
Income (loss) before taxes on income			(11,315	)			16,587				(25,720	)			5,170
Tax benefit (taxes on income)			15,292				(3,094	)			17,487				(640	)
Net income (loss)		$	3,977			$	13,493			$	(8,233	)		$	4,530
Basic net earnings (loss) per share		$	0.14			$	0.47			$	(0.28	)		$	0.16
Diluted net earnings (loss) per share		$	0.13			$	0.45			$	(0.28	)		$	0.15
Weighted average number of shares used in computing basic net earnings (loss) per share (in thousands)			29,252				28,928				29,423				29,147
Weighted average number of shares used in computing diluted net earnings (loss) per share (in thousands)			30,800				30,220				29,423				30,525

 

AudioCodes Press Release

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME

U.S. dollars in thousands, except per share data

 

		Year ended								Three months ended
		December 31,								December 31,
		2019				2018				2019				2018
		(Unaudited)				(Audited)				(Unaudited)
GAAP net income (loss)		$	3,977			$	13,493			$	(8,233	)		$	4,530
GAAP net earnings (loss) per share		$	0.13			$	0.45			$	(0.28	)		$	0.15
Cost of revenues:
Share-based compensation (1)			183				186				62				48
Amortization expenses (2)			272				667				68				145
Expense related to royalty buyout agreement with the IIA (3)			32,178				-				32,178				-
			32,633				853				32,308				193
Research and development, net:
Share-based compensation (1)			937				651				289				206
Selling and marketing:
Share-based compensation (1)			2,171				1,238				811				377
Amortization expenses (2)			60				60				15				15
			2,231				1,298				826				392
General and administrative:
Share-based compensation (1)			2,001				1,212				797				358
Revaluation of earn-out liability (4)			(23	)			200				-				-
			1,978				1,412				797				358
Financial expenses:
Exchange rate differences (5)			2,172				-				(158	)			-
Income taxes:
Deferred tax (6)			(16,099	)			2,334				(17,731	)			582
Non-GAAP net income		$	27,829			$	20,041			$	8,098			$	6,261
Non-GAAP diluted net earnings per share		$	0.89			$	0.65			$	0.26			$	0.20

 

(1)

Share-based compensation expenses related to options and restricted share units granted to employees and others.

(2)

Amortization of intangible assets related to the acquisitions of Mailvision and Active Communications Europe assets.

(3)

Expense related to royalty buyout agreement with the IIA.

(4)

Expenses or income related to revaluation of an earn-out liability in connection with the acquisition of Active Communications Europe.

(5)

Financial income or expenses related to exchange rate differences in connection with revaluation of assets and liabilities in non-dollar denominated currencies.

(6)

Non-cash deferred tax expenses (benefit).

 

 

Note: Non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP. The Company believes that non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and therefore uses internally this non-GAAP information to evaluate and manage its operations. The Company has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results and because many comparable companies report this type of information.

 

AudioCodes Press Release

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

 

		Year ended								Three months ended
		December 31,								December 31,
		2019				2018				2019				2018
		(Unaudited)				(Audited)				(Unaudited)
Cash flows from operating activities:
Net income (loss)		$	3,977			$	13,493			$	(8,233	)		$	4,530
Adjustments required to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			2,044				2,309				522				643
Amortization of marketable securities premiums and accretion of discounts, net			79				353				-				82
Increase (decrease) in accrued severance pay, net			(267	)			120				(391	)			77
Share-based compensation expenses			5,292				3,287				1,959				989
Decrease (increase) in deferred tax assets, net			(16,282	)			2,251				(17,763	)			562
Decrease (increase) in accrued interest and exchange rate effect of loans, marketable securities and bank deposits			140				(32	)			20				47
Changes in operating leases, net			1,988				-				1,603				-
Decrease (increase) in trade receivables, net			(5,609	)			2,979				(3,603	)			7,374
Decrease (increase) in other receivables and prepaid expenses			143				(330	)			(339	)			2,803
Decrease (Increase) in inventories			(5,809	)			(6,991	)			1,868				(1,491	)
Increase (decrease) in trade payables			440				549				(1,191	)			(439	)
Increase (decrease) in other payables and accrued expenses			24,691				(835	)			23,267				(3,596	)
Increase in deferred revenues			12,342				8,427				4,694				35
Net cash provided by operating activities			23,169				25,580				2,413				11,616
Cash flows from investing activities:
Investment in short-term deposits			-				(8,436	)			-				(4,936	)
Proceeds from short-term deposits			10,962				-				-				-
Proceeds from long-term deposits			1,200				1,107				300				300
Proceeds from redemption of marketable securities			29,413				7,577				10,028				6,000
Purchase of marketable securities			(10,025	)			-				(19	)			-
Purchase of property and equipment			(1,949	)			(1,340	)			(273	)			(362	)
Net cash provided by (used in) investing activities			29,601				(1,092	)			10,036				1,002

 

 

 

AudioCodes Press Release

 

 

AUDIOCODES LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

 

		Year ended								Three months ended
		December 31,								December 31,
		2019				2018				2019				2018
		(Unaudited)				(Audited)				(Unaudited)
Cash flows from financing activities:
Purchase of treasury shares			(8,002	)			(14,321	)			-				(2,752	)
Repayment of bank loans			(2,470	)			(2,508	)			(617	)			(621	)
Cash dividends paid to shareholders			(6,720	)			(5,761	)			-				-
Payment related to the acquisition of ACS			(410	)			(151	)			-				-
Proceeds from issuance of shares upon exercise of options and warrants			3,102				5,521				869				938
Net cash provided by (used in) financing activities			(14,500	)			(17,220	)			252				(2,435	)
Net increase in cash, cash equivalents, and restricted cash			38,270				7,268				12,701				10,183
Cash, cash equivalents and restricted cash at beginning of period			31,503				24,235				57,072				21,320
Cash, cash equivalents and restricted cash at end of period		$	69,773			$	31,503			$	69,773			$	31,503

 

 

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