SEC Company Response from MINES MANAGEMENT INC (CIK 0000066649) — May 11, 2005
MINES MANAGEMENT INC (CIK 0000066649)
Date: May 11, 2005 · CIK: 0000066649 · Accession: 0001052918-05-000223
AI Filing Summary & Sentiment
Referenced dates: May 3, 2005
Letter
Via EDGAR and Federal Express Securities and Exchange Commission Attention: H. Roger Schwall File No. 3235-0059 Form 10-KSB Filed March 28, 2005 and amended on May 2, 2005 File No. 1-32074
Dear Mr. Schwall:
On behalf of Mines Management, Inc. (the “Company”), set forth below are the responses of the Company to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated May 3, 2005 (the “SEC Letter”), regarding the above-referenced filings. We have included a draft of Amendment No. 2 to our Form 10-KSB to indicate changes that will be made in response to the comments when the review process is complete. The Company undertakes to make consistent disclosures in future filings. We have enclosed clean copies of the Form 10-KSB/A and a copy marked to show changes from the previous filings.
For the convenience of the Staff, we have transcribed the comments being addressed and the Company’s responses to each comment in sequence. Responses are numbered to reference the appropriate comment number. Page references appearing in the comment responses below refer to pages in the enclosed clean copies and pages in the enclosed marked copies of the Form 10-KSB/A, respectively. The clean and marked copies of the Form 10-KSB/A have been hand marked with the relevant comment number to indicate the location of the requested revisions.
General
Comment 1: It appears that you may no longer be eligible to file future periodic reports on Form 10-QSB or Form 10-KSB under Regulation S-B, Item 10, as the aggregate value of your public float has exceeded $25 million for the past two consecutive fiscal years. Please comply with the requirements of Regulations S-K and S-X, the instructions to Form 10-Q in your next quarterly report, and the instructions to Form 10-K in your next annual report.
Securities and Exchange Commission
May 11, 2005
Page 2
Response: The Company will to comply with the requirements of Regulations S-K and S-X and the instructions to Form 10-Q in its next quarterly report, and the instructions to Form 10-K in its next annual report.
Financial Statements, page 17
Comment 2: Our preliminary reading of your financial statements raises questions as to whether the financial statements were prepared in accordance with US GAAP, as indicated in the audit report, on page 17, which was issued by your independent registered public accounting firm, LeMaster & Daniels PLLC. Without limitation, address each of the following:
a.
Please explain why you have not reported in your financial statements and related footnotes all disclosure required by FAS 7. Refer to paragraph 8 of SFAS 7.
b.
Please explain why you have not reported in your financial statements footnotes how you account for your oil and gas operations.
c.
Please explain why you have not reported as supplemental disclosure to your financial statements all disclosure required by FAS 69.
d.
Please explain why you have capitalized exploration and development costs prior to the determination of proven and probable reserves as defined by Industry Guide 7.
e.
Please clarify how you evaluate and measure your long-lived assets for impairment. We note your disclosure in footnote 1(b) which does not appear to comply with SFAS 144.
f.
Clarify your disclosure that “Cash and cash equivalents include … investments in certificates of deposit with maturities less than 90 days.” Explain how this accounting policy complies with paragraph 8 of SFAS 95, which indicates that cash equivalents have an original maturity of three months or less.
g.
Clarify your accounting policy disclosure to address the treatment of stock options issued in exchange for services such as those disclosed in Note 9. These disclosures should include the method used, the model used to value the options, the weighted average assumptions used in the model, the weighted average value assigned to the options and how the related expense will be recognized as described in FAS 123 paragraphs 46-48.
h.
Clarify your employee stock option plan disclosures to provide the weighted average grant date fair value as required by FAS 123 paragraph 47(b) and the disclosures required by paragraph 48. You may find the illustrative disclosures of paragraph 362 helpful in this regard.
Securities and Exchange Commission
May 11, 2005
Page 3
i.
Please provide a description of the method of reporting the change in accounting principle for the adoption of FAS 123 as required by paragraph 45(b) and FAS 148.
j.
Please explain the nature of the line item “Stock option expense” in your consolidated statement of income. It appears that you may need to reclassify this amount as an expense according to the nature of this item.
Response: The responses set forth below correspond to each subpart of Comment 2 as indicated.
a.
FAS 7: Accounting and Reporting by Development Stage Enterprises, Paragraph 8 states:
For purposes of this Statement, an enterprise shall be considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists:
1.
Planned principal operations have not commenced.
2.
Planned principal operations have commenced, but there has been no significant revenue therefrom.
The Company believes that it does not meet the definition of a development stage enterprise as it has been involved in mining activity at various times since its inception on August 9, 1948. According to discussions with a former company officer, the Company mined zinc from the Advance and Iroquois properties in the early 1950s. As metals prices became unfavorable, mining operations ceased and the Company was inactive from the mid 1950s until the early 1980s. During the early to mid 1980s, the Company conducted exploration in the western United States, but had no production. The Company had little activity from the mid 1980s until the late 1990s, when the Montanore Project was acquired.
b, c.
The Company devotes substantially all of its assets and energy to the exploration and future development of mineral properties. The Company is not engaged in and does not plan to engage in exploration for or production of oil and gas. The Company has owned a small working interest in four oil wells in Kansas for more than 20 years. The revenues from this ownership interest were approximately $8,600 and $6,000 for the years ended December 31, 2004 and 2003, respectively. We believe the disclosure requirements of FAS 69, Disclosures about Oil and Gas Producing Activities - An Amendment of FASB Statements 19, 25, 33, and 39, do not apply to the Company’s financial statements due to the immaterial nature of the amounts of revenues earned, compared to the total assets of the Company ($7,135,017 and $1,889,735 at December 31, 2004 and 2003, respectively).
Securities and Exchange Commission
May 11, 2005
Page 4
d.
The Company owns the Advance, Iroquois and Montanore properties. The Advance and Iroquois properties have been owned by the Company since the early 1950s, and are currently held by the Company on a care and maintenance basis. As previously mentioned, the Advance and Iroquois properties were mined in the early 1950s. The majority of the capitalized mineral property costs are related to these two properties. Since the Montanore property was acquired in 2002, the Company capitalized $144,310 related primarily to acquisition, claim verification and staking, and engineering work on this property during the years ended December 31, 2003 and 2002. The Company did not capitalize any costs related to these properties during the year ended December 31, 2004.
The Company is currently in the process of completing an ore reserve analysis of the Montanore Project and has commenced the repermitting of the Project, which had previously been fully permitted by Noranda.
In future filings, the Company will replace the accounting policy in note 1(b) to the Company’s 2004 audited financial statements with the following policy.
Mineral Exploration and Development Costs
All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units of production basis over proven and probable reserves.
Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.
e.
The Company believes that its procedures for evaluating and measuring its long-lived assets for impairment are described accurately in the accounting policy set forth below and are in accordance with SFAS 144. In future filings, the Company will replace the accounting policy in note 1(c) to the Company’s 2004 audited financial statements with the following policy.
Securities and Exchange Commission
May 11, 2005
Page 5
Asset Impairment
The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If the sum of estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset grouping, an asset impairment is considered to exist. The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset. Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company's financial position and results of operations. To date no such impairments have been identified.
f.
In future filings, the Company will disclose that cash and cash equivalents include investments in certificates of deposit with an original maturity of three months or less.
g.
The accounting policy described in note 1(j) to the Company’s 2004 audited financial statements references the specific disclosures in note 6. Note 6 discusses the model used (Black-Scholes) and the variables used in determining the values assigned to the options. There were no stock options issued during the year ended December 31, 2004 in exchange for services.
In future filings, the Company will replace the accounting policy in note 1(j) to the Company’s 2004 audited financial statements with the following policy.
At December 31, 2004, the Company has four stock option plans, which are described more fully in note 6. Prior to 2003, the Company accounted for stock options issued under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Effective January 1, 2003, the Company adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, for all stock-based compensation. The Company uses the Black-Scholes model to value the options issued. The following variables are used by the model: weighted average risk-free interest rate, weighted average volatility, expected dividend yield and weighted average expected life in years. The current year variables used are identified in note 6.
h.
The Company will include the requested disclosure in future filings.
i.
FAS 123, paragraph 45(b) states: “For an entity that adopts the fair value recognition provisions of this Statement, for all financial statements in which the
Securities and Exchange Commission
May 11, 2005
Page 6
period of adoption is presented, a description of the method of reporting the change in accounting principle.”
The Company adopted the provisions of FAS 123 effective January 1, 2003 and included the following note 1(j) in its 2003 financial statements.
At December 31, 2003, the Company had four stock option plans, which are described more fully in note 6. Prior to 2003, the Company accounted for stock options issued under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. No stock-based employee compensation was recognized in previously reported financial statements under APB No. 25, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of the grant. Effective January 1, 2003, the Company adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, for all stock-based employee compensation. In adopting FASB No. 123, the Company elected to restate the prior year presented (2002) to reflect the compensation cost that would have been recognized had the recognition provisions of FASB No. 123 been applied to the stock options granted for that year. The restatement resulted in a $52,480 increase in the previously reported 2002 net loss ($0.01 per share) and in additional paid-in capital.
The Company believes that it has complied with the requirements of paragraph 45(b) of FASB.
j.
The amounts included in the line item “Stock option expense” relate solely to stock options issued to employees and directors of the Company. Stock options issued for services, as occurred in the first quarter 2005, will be reported on a separate line item. If stock options are issued in the future for services, we will report the related expenses as a separate line item in future filings.
Consolidated Statements of Stockholders’ Equity, page 21
Comment 3: We note your disclosure of sales of unregistered securities in 2004 under item 5; page 12. The 1,100,000 shares issued in February 2004 for net proceeds of $5,065,000, and 185,000 shares issued in March 2004 at $5.00 per share does not appear to reconcile to the 1,736,139 shares issued for $6,448,010 as reported in the statement of changes in stockholders’ equity. Please provide to us a schedule reconciling and explaining the differences between the shares issued and proceeds received under item 5 and the shares issued and proceeds received in the statement of changes in stockholders’ equity. We may have further comment.
Securities and Exchange Commission
May 11, 2005
Page 7
Response: Set forth below are schedules reconciling the differences between the shares issued and proceeds received under Item 5 and the shares issued and proceeds received in the statement of changes in stockholders’ equity.
Shares Issued
$ Amount
Financing
1,285,000
6,425,000
Less Costs (Fees)
(478,356)
5,946,644
Warrants Exercised
451,139
541,366
Net Total
1,736,139
6,488,010
Stockholders Equity- Financials
1,736,139
6,488,010
The exercised warrants were not included in Item 5; the shares issued and funds received by the Company on exercise of the Warrants were included in the statement of changes in stockholders’ equity.
The following table summarizes the private placement financings in February and March 2004.
Shares Issued
$Amount
Warrants
Shemano Group, Inc.
1,100,000
5,500,000
275,000
Fees
(435,000)
165,000
Total
1,100,000
5,065,000
440,000
Other (Delimex)
185,000
925,000
46,250
Fees
(43,356)
24,750
Total
185,000
881,644
71,000
Grand Total
1,285,000
5,946,644
511,000
Comment 4: The 1,736,139 shares issued for $6,448,010 as repor
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CORRESP 1 filename1.htm ‘ May 11, 2005 Via EDGAR and Federal Express Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549-0405 Attention: H. Roger Schwall Re: Mines Management, Inc. Preliminary Schedule 14A Filed February 18, 2005 File No. 3235-0059 Form 10-KSB Filed March 28, 2005 and amended on May 2, 2005 File No. 1-32074 Dear Mr. Schwall: On behalf of Mines Management, Inc. (the “Company”), set forth below are the responses of the Company to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated May 3, 2005 (the “SEC Letter”), regarding the above-referenced filings. We have included a draft of Amendment No. 2 to our Form 10-KSB to indicate changes that will be made in response to the comments when the review process is complete. The Company undertakes to make consistent disclosures in future filings. We have enclosed clean copies of the Form 10-KSB/A and a copy marked to show changes from the previous filings. For the convenience of the Staff, we have transcribed the comments being addressed and the Company’s responses to each comment in sequence. Responses are numbered to reference the appropriate comment number. Page references appearing in the comment responses below refer to pages in the enclosed clean copies and pages in the enclosed marked copies of the Form 10-KSB/A, respectively. The clean and marked copies of the Form 10-KSB/A have been hand marked with the relevant comment number to indicate the location of the requested revisions. General Comment 1: It appears that you may no longer be eligible to file future periodic reports on Form 10-QSB or Form 10-KSB under Regulation S-B, Item 10, as the aggregate value of your public float has exceeded $25 million for the past two consecutive fiscal years. Please comply with the requirements of Regulations S-K and S-X, the instructions to Form 10-Q in your next quarterly report, and the instructions to Form 10-K in your next annual report. Securities and Exchange Commission May 11, 2005 Page 2 Response: The Company will to comply with the requirements of Regulations S-K and S-X and the instructions to Form 10-Q in its next quarterly report, and the instructions to Form 10-K in its next annual report. Financial Statements, page 17 Comment 2: Our preliminary reading of your financial statements raises questions as to whether the financial statements were prepared in accordance with US GAAP, as indicated in the audit report, on page 17, which was issued by your independent registered public accounting firm, LeMaster & Daniels PLLC. Without limitation, address each of the following: a. Please explain why you have not reported in your financial statements and related footnotes all disclosure required by FAS 7. Refer to paragraph 8 of SFAS 7. b. Please explain why you have not reported in your financial statements footnotes how you account for your oil and gas operations. c. Please explain why you have not reported as supplemental disclosure to your financial statements all disclosure required by FAS 69. d. Please explain why you have capitalized exploration and development costs prior to the determination of proven and probable reserves as defined by Industry Guide 7. e. Please clarify how you evaluate and measure your long-lived assets for impairment. We note your disclosure in footnote 1(b) which does not appear to comply with SFAS 144. f. Clarify your disclosure that “Cash and cash equivalents include … investments in certificates of deposit with maturities less than 90 days.” Explain how this accounting policy complies with paragraph 8 of SFAS 95, which indicates that cash equivalents have an original maturity of three months or less. g. Clarify your accounting policy disclosure to address the treatment of stock options issued in exchange for services such as those disclosed in Note 9. These disclosures should include the method used, the model used to value the options, the weighted average assumptions used in the model, the weighted average value assigned to the options and how the related expense will be recognized as described in FAS 123 paragraphs 46-48. h. Clarify your employee stock option plan disclosures to provide the weighted average grant date fair value as required by FAS 123 paragraph 47(b) and the disclosures required by paragraph 48. You may find the illustrative disclosures of paragraph 362 helpful in this regard. Securities and Exchange Commission May 11, 2005 Page 3 i. Please provide a description of the method of reporting the change in accounting principle for the adoption of FAS 123 as required by paragraph 45(b) and FAS 148. j. Please explain the nature of the line item “Stock option expense” in your consolidated statement of income. It appears that you may need to reclassify this amount as an expense according to the nature of this item. Response: The responses set forth below correspond to each subpart of Comment 2 as indicated. a. FAS 7: Accounting and Reporting by Development Stage Enterprises, Paragraph 8 states: For purposes of this Statement, an enterprise shall be considered to be in the development stage if it is devoting substantially all of its efforts to establishing a new business and either of the following conditions exists: 1. Planned principal operations have not commenced. 2. Planned principal operations have commenced, but there has been no significant revenue therefrom. The Company believes that it does not meet the definition of a development stage enterprise as it has been involved in mining activity at various times since its inception on August 9, 1948. According to discussions with a former company officer, the Company mined zinc from the Advance and Iroquois properties in the early 1950s. As metals prices became unfavorable, mining operations ceased and the Company was inactive from the mid 1950s until the early 1980s. During the early to mid 1980s, the Company conducted exploration in the western United States, but had no production. The Company had little activity from the mid 1980s until the late 1990s, when the Montanore Project was acquired. b, c. The Company devotes substantially all of its assets and energy to the exploration and future development of mineral properties. The Company is not engaged in and does not plan to engage in exploration for or production of oil and gas. The Company has owned a small working interest in four oil wells in Kansas for more than 20 years. The revenues from this ownership interest were approximately $8,600 and $6,000 for the years ended December 31, 2004 and 2003, respectively. We believe the disclosure requirements of FAS 69, Disclosures about Oil and Gas Producing Activities - An Amendment of FASB Statements 19, 25, 33, and 39, do not apply to the Company’s financial statements due to the immaterial nature of the amounts of revenues earned, compared to the total assets of the Company ($7,135,017 and $1,889,735 at December 31, 2004 and 2003, respectively). Securities and Exchange Commission May 11, 2005 Page 4 d. The Company owns the Advance, Iroquois and Montanore properties. The Advance and Iroquois properties have been owned by the Company since the early 1950s, and are currently held by the Company on a care and maintenance basis. As previously mentioned, the Advance and Iroquois properties were mined in the early 1950s. The majority of the capitalized mineral property costs are related to these two properties. Since the Montanore property was acquired in 2002, the Company capitalized $144,310 related primarily to acquisition, claim verification and staking, and engineering work on this property during the years ended December 31, 2003 and 2002. The Company did not capitalize any costs related to these properties during the year ended December 31, 2004. The Company is currently in the process of completing an ore reserve analysis of the Montanore Project and has commenced the repermitting of the Project, which had previously been fully permitted by Noranda. In future filings, the Company will replace the accounting policy in note 1(b) to the Company’s 2004 audited financial statements with the following policy. Mineral Exploration and Development Costs All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units of production basis over proven and probable reserves. Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area. e. The Company believes that its procedures for evaluating and measuring its long-lived assets for impairment are described accurately in the accounting policy set forth below and are in accordance with SFAS 144. In future filings, the Company will replace the accounting policy in note 1(c) to the Company’s 2004 audited financial statements with the following policy. Securities and Exchange Commission May 11, 2005 Page 5 Asset Impairment The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If the sum of estimated future net cash flows on an undiscounted basis is less than the carrying amount of the related asset grouping, an asset impairment is considered to exist. The related impairment loss is measured by comparing estimated future net cash flows on a discounted basis to the carrying amount of the asset. Changes in significant assumptions underlying future cash flow estimates may have a material effect on the Company's financial position and results of operations. To date no such impairments have been identified. f. In future filings, the Company will disclose that cash and cash equivalents include investments in certificates of deposit with an original maturity of three months or less. g. The accounting policy described in note 1(j) to the Company’s 2004 audited financial statements references the specific disclosures in note 6. Note 6 discusses the model used (Black-Scholes) and the variables used in determining the values assigned to the options. There were no stock options issued during the year ended December 31, 2004 in exchange for services. In future filings, the Company will replace the accounting policy in note 1(j) to the Company’s 2004 audited financial statements with the following policy. At December 31, 2004, the Company has four stock option plans, which are described more fully in note 6. Prior to 2003, the Company accounted for stock options issued under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Effective January 1, 2003, the Company adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, for all stock-based compensation. The Company uses the Black-Scholes model to value the options issued. The following variables are used by the model: weighted average risk-free interest rate, weighted average volatility, expected dividend yield and weighted average expected life in years. The current year variables used are identified in note 6. h. The Company will include the requested disclosure in future filings. i. FAS 123, paragraph 45(b) states: “For an entity that adopts the fair value recognition provisions of this Statement, for all financial statements in which the Securities and Exchange Commission May 11, 2005 Page 6 period of adoption is presented, a description of the method of reporting the change in accounting principle.” The Company adopted the provisions of FAS 123 effective January 1, 2003 and included the following note 1(j) in its 2003 financial statements. At December 31, 2003, the Company had four stock option plans, which are described more fully in note 6. Prior to 2003, the Company accounted for stock options issued under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. No stock-based employee compensation was recognized in previously reported financial statements under APB No. 25, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of the grant. Effective January 1, 2003, the Company adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, for all stock-based employee compensation. In adopting FASB No. 123, the Company elected to restate the prior year presented (2002) to reflect the compensation cost that would have been recognized had the recognition provisions of FASB No. 123 been applied to the stock options granted for that year. The restatement resulted in a $52,480 increase in the previously reported 2002 net loss ($0.01 per share) and in additional paid-in capital. The Company believes that it has complied with the requirements of paragraph 45(b) of FASB. j. The amounts included in the line item “Stock option expense” relate solely to stock options issued to employees and directors of the Company. Stock options issued for services, as occurred in the first quarter 2005, will be reported on a separate line item. If stock options are issued in the future for services, we will report the related expenses as a separate line item in future filings. Consolidated Statements of Stockholders’ Equity, page 21 Comment 3: We note your disclosure of sales of unregistered securities in 2004 under item 5; page 12. The 1,100,000 shares issued in February 2004 for net proceeds of $5,065,000, and 185,000 shares issued in March 2004 at $5.00 per share does not appear to reconcile to the 1,736,139 shares issued for $6,448,010 as reported in the statement of changes in stockholders’ equity. Please provide to us a schedule reconciling and explaining the differences between the shares issued and proceeds received under item 5 and the shares issued and proceeds received in the statement of changes in stockholders’ equity. We may have further comment. Securities and Exchange Commission May 11, 2005 Page 7 Response: Set forth below are schedules reconciling the differences between the shares issued and proceeds received under Item 5 and the shares issued and proceeds received in the statement of changes in stockholders’ equity. Shares Issued $ Amount Financing 1,285,000 6,425,000 Less Costs (Fees) (478,356) 5,946,644 Warrants Exercised 451,139 541,366 Net Total 1,736,139 6,488,010 Stockholders Equity- Financials 1,736,139 6,488,010 The exercised warrants were not included in Item 5; the shares issued and funds received by the Company on exercise of the Warrants were included in the statement of changes in stockholders’ equity. The following table summarizes the private placement financings in February and March 2004. Shares Issued $Amount Warrants Shemano Group, Inc. 1,100,000 5,500,000 275,000 Fees (435,000) 165,000 Total 1,100,000 5,065,000 440,000 Other (Delimex) 185,000 925,000 46,250 Fees (43,356) 24,750 Total 185,000 881,644 71,000 Grand Total 1,285,000 5,946,644 511,000 Comment 4: The 1,736,139 shares issued for $6,448,010 as repor