SEC Filing | Warner Music Inc.

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wmg-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-32502


Warner Music Group Corp. (Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		13-4271875 (I.R.S. Employer Identification No.)
	1633 Broadway New York, NY 10019 (Address of principal executive offices) (212) 275-2000 (Registrant’s telephone number, including area code)

___________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share

WMG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 ☐ No ☒

As of May 3, 2023, there were 138,324,103 shares of Class A Common Stock and 377,650,449 shares of Class B Common Stock of the registrant outstanding.

WARNER MUSIC GROUP CORP.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2023

TABLE OF CONTENTS


		Page Number
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2023 and September 30, 2022	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2023 and March 31, 2022	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended March 31, 2023 and March 31, 2022	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2023 and March 31, 2022	4
	Condensed Consolidated Statements of Equity for the Three and Six Months Ended March 31, 2023 and March 31, 2022	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	53
Part II.	Other Information
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	55
Signatures		56

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Warner Music Group Corp.

Condensed Consolidated Balance Sheets

(In millions, except share amounts which are reflected in thousands)

(Unaudited)


	March 31, 2023		September 30, 2022
Assets
Current assets:
Cash and equivalents	$	601	$	584
Accounts receivable, net of allowances of $19 million and $19 million	1,017		984
Inventories	114		108
Royalty advances expected to be recouped within one year	371		372
Prepaid and other current assets	109		91
Total current assets	2,212		2,139
Royalty advances expected to be recouped after one year	557		503
Property, plant and equipment, net of accumulated depreciation of $503 million and $461 million	440		415
Operating lease right-of-use assets, net	233		226
Goodwill	1,960		1,920
Intangible assets subject to amortization, net	2,232		2,239
Intangible assets not subject to amortization	150		145
Deferred tax assets, net	28		29
Other assets	198		212
Total assets	$	8,010	$	7,828
Liabilities and Equity
Current liabilities:
Accounts payable	$	282	$	268
Accrued royalties	2,057		1,918
Accrued liabilities	411		457
Accrued interest	17		17
Operating lease liabilities, current	41		40
Deferred revenue	311		423

Other current liabilities	68		245
Total current liabilities	3,187		3,368
Long-term debt	3,986		3,732
Operating lease liabilities, noncurrent	247		241
Deferred tax liabilities, net	220		220
Other noncurrent liabilities	104		99
Total liabilities	$	7,744	$	7,660
Equity:
Class A common stock, $0.001 par value; 1,000,000 shares authorized, 138,324 and 137,199 shares issued and outstanding as of March 31, 2023 and September 30, 2022, respectively	$	—	$	—
Class B common stock, $0.001 par value; 1,000,000 shares authorized, 377,650 and 377,650 issued and outstanding as of March 31, 2023 and September 30, 2022, respectively	1		1
Additional paid-in capital	2,000		1,975
Accumulated deficit	(1,488)		(1,477)
Accumulated other comprehensive loss, net	(261)		(347)
Total Warner Music Group Corp. equity	252		152
Noncontrolling interest	14		16
Total equity	266		168
Total liabilities and equity	$	8,010	$	7,828

See accompanying notes

Warner Music Group Corp.

Condensed Consolidated Statements of Operations

(In millions, except share amounts which are reflected in thousands, and per share data)

(Unaudited)


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Revenue	$	1,399	$	1,376	$	2,887	$	2,990
Costs and expenses:
Cost of revenue	(721)		(697)		(1,482)		(1,515)
Selling, general and administrative expenses (a)	(452)		(444)		(892)		(941)
Restructuring	(41)		—		(41)		—
Amortization expense	(61)		(69)		(124)		(129)
Total costs and expenses	(1,275)		(1,210)		(2,539)		(2,585)
Net gain on divestiture	—		—		41		—
Operating income	124		166		389		405

Interest expense, net	(35)		(32)		(67)		(62)
Other (expense) income	(31)		(8)		(92)		46
Income before income taxes	58		126		230		389
Income tax expense	(21)		(34)		(69)		(109)
Net income	37		92		161		280
Less: Income attributable to noncontrolling interest	(3)		—		(5)		(1)
Net income attributable to Warner Music Group Corp.	$	34	$	92	$	156	$	279

Net income per share attributable to common stockholders:
Class A – Basic and Diluted	$	0.06	$	0.18	$	0.30	$	0.53
Class B – Basic and Diluted	$	0.06	$	0.18	$	0.30	$	0.53
Weighted average common shares:
Class A – Basic and Diluted	138,257		136,349		137,841		130,159
Class B – Basic and Diluted	377,650		378,432		377,650		384,442

(a) Includes depreciation expense:	$	(22)	$	(20)	$	(43)	$	(41)

See accompanying notes

Warner Music Group Corp.

Condensed Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
Net income	$	37	$	92	$	161	$	280
Other comprehensive income (loss), net of tax:
Foreign currency adjustment	19		(25)		91		(50)
Deferred (loss) gain on derivative financial instruments	(4)		14		(5)		21
Other comprehensive income (loss), net of tax	15		(11)		86		(29)
Total comprehensive income	52		81		247		251
Less: Income attributable to noncontrolling interest	(3)		—		(5)		(1)
Comprehensive income attributable to Warner Music Group Corp.	$	49	$	81	$	242	$	250

See accompanying notes

Warner Music Group Corp.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Six Months Ended March 31,
	2023		2022
Cash flows from operating activities
Net income	$	161	$	280
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	167		170
Unrealized (gains) losses and remeasurement of foreign-denominated loans and foreign currency forward exchange contracts	93		(57)
Deferred income taxes	(3)		30

Net loss (gain) on divestitures and investments	(38)		28
Non-cash interest expense	3		3
Non-cash stock-based compensation expense	35		30
Changes in operating assets and liabilities:
Accounts receivable, net	—		(82)
Inventories	2		1
Royalty advances	(25)		(123)
Accounts payable and accrued liabilities	(65)		(64)
Royalty payables	67		55
Accrued interest	—		4
Operating lease liabilities	(1)		(7)
Deferred revenue	(123)		(107)
Other balance sheet changes	(70)		12
Net cash provided by operating activities	203		173
Cash flows from investing activities
Acquisition of music publishing rights and music catalogs, net	(42)		(169)
Capital expenditures	(56)		(62)
Investments and acquisitions of businesses, net of cash received	(17)		(429)
Proceeds from the sale of investments	22		11
Proceeds from divestitures	42		—
Net cash used in investing activities	(51)		(649)
Cash flows from financing activities
Proceeds from issuance of 3.750% Senior Secured Notes due 2029	—		535
Proceeds from incremental Senior Term Loan Facility	147		—
Proceeds from Term Loan Mortgage	19		—
Deferred financing costs paid	(2)		(5)

Distribution to noncontrolling interest holders	(7)		(1)
Dividends paid	(167)		(156)
Payment of deferred and contingent consideration	(133)		(4)
Taxes paid related to net share settlement of restricted stock units	—		(6)
Net cash (used in) provided by financing activities	(143)		363
Effect of exchange rate changes on cash and equivalents	8		(1)
Net increase (decrease) in cash and equivalents	17		(114)
Cash and equivalents at beginning of period	584		499
Cash and equivalents at end of period	$	601	$	385

See accompanying notes

Warner Music Group Corp.

Condensed Consolidated Statements of Equity

(In millions, except share amounts which are reflected in thousands, and per share data)

(Unaudited)


Six Months Ended March 31, 2023
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Warner Music Group Corp. Equity		Non-controlling Interest		Total Equity

	Shares	Value		Shares	Value
Balance at September 30, 2022	137,199	$	—	377,650	$	1	$	1,975	$	(1,477)	$	(347)	$	152	$	16	$	168
Net income	—	—		—	—		—		156		—		156		5		161
Other comprehensive income, net of tax	—	—		—	—		—		—		86		86		—		86
Dividends ($0.32 per share)	—	—		—	—		—		(167)		—		(167)		—		(167)
Stock-based compensation expense	—	—		—	—		25		—		—		25		—		25
Distribution to noncontrolling interest holders	—	—		—	—		—		—		—		—		(7)		(7)


Shares issued under the Plan	869	—		—	—		—		—		—		—		—		—
Shares issued under Omnibus Incentive Plan	256	—		—	—		—		—		—		—		—		—

Balance at March 31, 2023	138,324	$	—	377,650	$	1	$	2,000	$	(1,488)	$	(261)	$	252	$	14	$	266


Three Months Ended March 31, 2023
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Warner Music Group Corp. Equity		Non-controlling Interest		Total Equity

	Shares	Value		Shares	Value
Balance at December 31, 2022	138,073	$	—	377,650	$	1	$	1,984	$	(1,439)	$	(276)	$	270	$	12	$	282
Net income	—	—		—	—		—		34		—		34		3		37
Other comprehensive income, net of tax	—	—		—	—		—		—		15		15		—		15
Dividends ($0.16 per share)	—	—		—	—		—		(83)		—		(83)		—		(83)
Stock-based compensation expense	—	—		—	—		16		—		—		16		—		16
Distribution to noncontrolling interest holders	—	—		—	—		—		—		—		—		(1)		(1)


Shares issued under Omnibus Incentive Plan	251	—		—	—		—		—		—		—		—		—

Balance at March 31, 2023	138,324	$	—	377,650	$	1	$	2,000	$	(1,488)	$	(261)	$	252	$	14	$	266


Six Months Ended March 31, 2022
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Warner Music Group Corp. Equity		Non-controlling Interest		Total Equity

	Shares	Value		Shares	Value
Balance at September 30, 2021	122,415	$	—	391,971	$	1	$	1,942	$	(1,710)	$	(202)	$	31	$	15	$	46
Net income	—	—		—	—		—		279		—		279		1		280
Other comprehensive loss, net of tax	—	—		—	—		—		—		(29)		(29)		—		(29)
Dividends ($0.30 per share)	—	—		—	—		—		(156)		—		(156)		—		(156)
Stock-based compensation expense	—	—		—	—		35		—		—		35		—		35
Distribution to noncontrolling interest holders	—	—		—	—		—		—		—		—		(1)		(1)
Vesting of restricted stock units, net of shares withheld for employee taxes	277	—		—	—		(6)		—		—		(6)		—		(6)
Conversion of Class B shares to Class A shares	14,320	—		(14,321)	—		—		—		—		—		—		—
Shares issued under Omnibus Incentive Plan	186	—		—	—		—		—		—		—		—		—
Other	—	—		—	—		—		—		—		—		4		4
Balance at March 31, 2022	137,198	$	—	377,650	$	1	$	1,971	$	(1,587)	$	(231)	$	154	$	19	$	173


Three Months Ended March 31, 2022
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Warner Music Group Corp. Equity		Non-controlling Interest		Total Equity

	Shares	Value		Shares	Value
Balance at December 31, 2021	127,237	$	—	387,300	$	1	$	1,973	$	(1,601)	$	(220)	$	153	$	19	$	172
Net income	—	—		—	—		—		92		—		92		—		92
Other comprehensive loss, net of tax	—	—		—	—		—		—		(11)		(11)		—		(11)
Dividends ($0.15 per share)	—	—		—	—		—		(78)		—		(78)		—		(78)
Stock-based compensation expense	—	—		—	—		4		—		—		4		—		4
Vesting of restricted stock units, net of shares withheld for employee taxes	277	—		—	—		(6)		—		—		(6)		—		(6)


Conversion of Class B shares to Class A shares	9,649	—		(9,650)	—		—		—		—		—		—		—
Shares issued under Omnibus Incentive Plan	35	—		—	—		—		—		—		—		—		—

Balance at March 31, 2022	137,198	$	—	377,650	$	1	$	1,971	$	(1,587)	$	(231)	$	154	$	19	$	173

See accompanying notes

Warner Music Group Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Description of Business

Warner Music Group Corp. (the “Company”) was formed on November 21, 2003. The Company is the direct parent of WMG Holdings Corp. (“Holdings”), which is the direct parent of WMG Acquisition Corp. (“Acquisition Corp.”). Acquisition Corp. is one of the world’s major music entertainment companies. We classify our business interests into two fundamental operations: Recorded Music and Music Publishing.

Recorded Music Operations

Our Recorded Music business primarily consists of the discovery and development of recording artists and the related marketing, promotion, distribution, sale and licensing of music created by such recording artists. We play an integral role in virtually all aspects of the recorded music value chain from discovering and developing talent to producing, distributing and selling music to marketing and promoting recording artists and their music.

Music Publishing Operations

While Recorded Music is focused on marketing, promoting, distributing and licensing a particular recording of a musical composition, Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter, or engaging in those activities for other rightsholders, our Music Publishing business shares the revenues generated from use of the musical compositions with the songwriter or other rightsholders.

2. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2023.

The consolidated balance sheet at September 30, 2022 has been derived from the audited consolidated financial statements at that date but does not include all the information and notes required by U.S. GAAP for complete financial statements.

For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (File No. 001-32502).

Change in Fiscal Year End

On September 29, 2022, the Board of Directors approved a change, effective for the 2023 fiscal year, to the Company’s fiscal year from a modified 52-53-week calendar, in which reporting periods ended on the last Friday of the calendar quarter, to a reporting calendar in which the reporting periods end on the last day of the calendar quarter. Effective for the 2023 fiscal year, the Company’s fiscal year will begin on October 1 and end on September 30 of each year.

Prior to the start of the 2023 fiscal year, the Company maintained a 52-53 week fiscal year ending on the last Friday in each reporting period. The fiscal year ended September 30, 2022 included 53 weeks, with the additional week falling in the fiscal quarter ended December 31, 2021. Accordingly, the results of operations for the six months ended March 31, 2022 reflect 27 weeks, or 189 days, compared to 182 days for the six months ended March 31, 2023. For the six months ended March 31, 2022, the revenue benefit of the additional week was approximately $73 million, primarily reflected in Recorded Music streaming revenue.

Basis of Consolidation

The accompanying financial statements present the consolidated accounts of all entities in which the Company has a controlling voting interest and/or variable interest required to be consolidated in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”) requires the Company first evaluate its investments to determine if any investments qualify as a variable interest entity (“VIE”). A VIE is consolidated if the Company is deemed to be the primary beneficiary of the VIE, which is the party involved with the VIE that has both (i) the power to control the most significant activities of the VIE and (ii) either the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. If an entity is not deemed to be a VIE, the Company consolidates the entity if the Company has a controlling voting interest.

The Company has performed a review of all subsequent events through the date the financial statements were issued and has determined that no additional disclosures are necessary.

Income Taxes

The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including those deemed to be unusual and infrequent are excluded from the estimated annual effective tax rate. In such cases, the actual tax expense or benefit is reported in the same period as the related item. Certain tax effects are also not reflected in the estimated annual effective tax rate, primarily certain changes in the realizability of deferred tax assets and uncertain tax positions, and are recorded in the period in which the change occurs.

Global Intangible Low-Taxed Income (GILTI) imposes U.S. taxes on the excess of a deemed return on tangible assets of certain foreign subsidiaries. The Company made an election to recognize GILTI tax in the specific period in which it occurs.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendment provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarified that certain optional expedients and exceptions in Topic 848 apply to derivative instruments that are affected by the discounting transition due to reference rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date, which extended the period in which Topic 848 may be applied until December 31, 2024. These ASUs were effective upon issuance and may be applied prospectively to contract modifications and hedging relationships entered into or evaluated through December 31, 2024. The discontinuation of LIBOR will impact the Senior Term Loan Facility and a pay-fixed receive-variable interest rate swap which will be outstanding as of the effective date of the discontinuation. The Revolving Credit Facility was amended during the three months ended March 31, 2023 as further described in Note 8. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements, but does not expect it will have a material effect.

Accounting Pronouncements Not Yet Adopted

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”). The amendment clarifies the accounting for leasehold improvements for leases between entities under common control. Specifically, the ASU requires that leasehold improvements associated with common control leases be both: (1) amortized by the lessee over the useful life of the leasehold improvement to the common control group, regardless of the lease term, and (2) accounted for as an adjustment to equity when leasehold improvements are transferred between entities under common control when the lessee no longer controls the leasehold improvements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements.

3. Earnings per Share

The Company utilizes the two-class method to report earnings per share. Basic earnings per share is computed by dividing net income available to each class of stock by the weighted average number of outstanding common shares for each class of stock. Diluted earnings per share is computed by dividing net income available to each class of stock by the weighted average number of outstanding common shares, plus dilutive potential common shares, which is calculated using the treasury-stock method. The potentially dilutive common shares did not have a dilutive effect on the Company’s EPS calculation for the three and six months ended March 31, 2023 and 2022, respectively.

The following table sets forth the calculation of basic and diluted net income per common share under the two-class method for the three and six months ended March 31, 2023 and 2022 (in millions, except share amounts, which are reflected in thousands, and per share data):


	Three Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and Diluted EPS:
Numerator
Net income attributable to Warner Music Group Corp.	$	10	$	24	$	25	$	67
Less: Net income attributable to participating securities	(1)		—		(1)		—
Net income attributable to common stockholders	$	9	$	24	$	24	$	67
Denominator
Weighted average shares outstanding	138,257		377,650		136,349		378,432
Basic and Diluted EPS	$	0.06	$	0.06	$	0.18	$	0.18

	Six Months Ended March 31,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and Diluted EPS:
Numerator
Net income attributable to Warner Music Group Corp.	$	43	$	113	$	73	$	206
Less: Net income attributable to participating securities	(2)		—		(4)		—
Net income attributable to common stockholders	$	41	$	113	$	69	$	206
Denominator
Weighted average shares outstanding	137,841		377,650		130,159		384,442
Basic and Diluted EPS	$	0.30	$	0.30	$	0.53	$	0.53

4. Revenue Recognition

Disaggregation of Revenue

The Company’s revenue consists of the following categories, which aggregate into the segments – Recorded Music and Music Publishing:


	Three Months Ended March 31,				Six Months Ended March 31,
	2023		2022		2023		2022
	(in millions)
Revenue by Type
Digital	$	796	$	804	$	1,599	$	1,674
Physical	118		122		251		317
Total Digital and Physical	914		926		1,850		1,991
Artist services and expanded-rights	131		141		337		373
Licensing	98		80		195		169
Total Recorded Music	1,143		1,147