Southern Airways inc. ANNUAL REPORT 1963 2 Southern Airways inc. DIRECTORS CECIL A. BEASLEY, JR. Kilpatrick , Ballard & Beasley Washington, D . C. ALEXANDER J. BRUNINI Brunini, Everett, Grantham & Quin Vicksburg, Mississippi F. BARTON HARVEY A lex Brown & Sons Baltimore M aryland ALTON F . IRBY, Jr. Jrhy-A dams-Cates Co. Atlanta, Georgia G . GUNBY JORDAN The Jordan Company Columbus, G eorgia EXECUTIVE COMMITTEE GRAYDON HALL FRANK W. HULSE OFFICERS FRANK W. HULSE President M . LAMAR MUSE Vice-President- Finance C. H . D. TARRER Secretary-Treasurer GEORGE F. ATWOOD A ssistant Vice-President- Facilities and Properties CECIL A. BEASLEY. JR. A ssistant Secretary FRANCIS D. SCHAS Bullington-Schas & Co. M emphis, Tennessee W. B. WHITE, JR. Bradley, Arant, Rose & White Birm ingham, Alabama EDWARD U . BENEKE The Beneke Corporation Columbus, Mississippi GRAYDON HALL Southern Airways, Inc. Atlanta, G eorgia FRANK W. HULSE Southern Airways, Inc. Birmingham, Alabama HENRY P. JOHNSTON EL TON B. STEPHENS GRAYDON HALL Vice-President- Sa/es J. KENNETH COURTENAY Vice-President- Administrative Services THOMAS A . WILEY, JR. A ssistant Vice-President- Sales W. BAYNE GRUBB A ssistant Vice-President- Flight Operations GENERAL OFFICES: Atlanta Airport. Atlanta. Georgia COUNSEL: Bradley, A rant, Rose & White, Birmingham . A /ahama Kilpatrick , Ballard & Beasley, Washington, D. C. A UDlTOR: Ernst & Ernst, Atlanta, Georf?ia HENRY P. JOHNSTON Radio & Television Consultant Birmingham, A labam a R. EUGENE ORR Knight, Orr & Company, Inc. Jacksonville, Florida EL TON B. STEPHENS Ebsco Industries, Inc. Birm ingham, A labama GEN. RALPH H . WOOTEN United States A ir Force-R el. Mem phis, Tennessee W. B. WHITE. JR. W. S. MAGILL, JR. V ice-President- O perations lKE F. JONES Vice-President W. B. WHITE, JR. A ssistant Secretary GEORGE M. GROSS A ssistant Vice-President- Maintenance and Engineering STOCK TRANSFER AGENT: First National Bank of Bir111ingha111 , Birmingham , Alabama ADVERTISING COUNSEL: Harris & Weinstein Associates, Inc. , Atlanta, Georgia STOCKHOLDERS, CUSTOMERS AND FRIENDS: The year 1963 was one of outstanding achieve- ment for your Company. We are pleased to report that Southern's total operating revenues of $15,582,- 000 and net earnings of $328,000 were higher than in any year since operations began in 1949. The 1963 earnings are equivalent to 88 cents per average share outstanding and are to be compared to earnings of $310,000 during the prior year. In October, 1963, the Company declared a 10% stock dividend, the first such dividend in its history. During the year Southern carried almost 600,000 passengers, a 16% increase over 1962, and flew in ex- cess of 112,000,000 passenger miles. Cargo tonnage was up some 8 % over 1962 and charter revenues showed a 36% increase over the prior year. The fleet of modern, pressurized Martin 404 Aris- tocrat aircraft which were first placed in service in 1961 was increased to 14 aircraft during the year. Modernization and expansion of maintenance facilities have increased your Company's efficiency and resulted in even more dependable on-time service. Modern electronic beverage dispensers were in- stalled in the galleys of all 36 aircraft. This improved our in-flight passenger service, and concurrently re- duced its cost. In the regulatory field, the principal development was refusal by the Civil Aeronautics Board in Decem- ber, 1963 to certificate trunkline competition in two of Southern's principal markets, namely, between Hunts- ville on the one hand and Memphis and Atlanta on the other. In its opinion, the Board recognized Southern's substantial contribution to the excellent overall service received by Huntsville and characterized the connect- ing service provided by the trunk carriers and Southern as "good service from the standpoint of frequency, re- liability, space availability and convenience." As a result of a Civil Aeronautics Board order, service to seven Southern cities whose traffic develop- ment had not been responsive to the service offered, was discontinued on November 30, 1963. While the termination of service to these points will result in a reduction in Public Service revenues received by South- ern under the presently effective Class Mail Rate, the overall quality of Southern's system should be im- proved with resulting long-term benefits both to the traveling public and your Company. Southern has filed applications with the Civil Aer- onautics Board to expand its current operating author- ity to include several new routes. In addition to a new segment between Memphis and Panama City via in- termediate points, upon which Board decision is ex- pected momentarily, Southern has pending extensive route applications within the state of Florida to pro- vide local service between the northern terminals of Jacksonville and Tallahassee and the southern termi- nals of Miami and Key West via numerous interme- diate points throughout the peninsula. On March 27, 1964 your company and Eastern Air Lines announced an agreement that would transfer Albany, Macon, Rome and Waycross, Georgia and Gainesville and Ocala, Florida from Eastern to South- ern subject to approval by the Civil Aeronautics Board. Also involved is an extension of Southern's service into Tallahassee and Tampa, Florida. Every effort will be made to obtain early approval of this joint proposal. In response to numerous requests, the Company established facilities to provide executive pilot train- ing for individual and corporate aircraft operators lo- cated principally in the service area of Southern's sys- tem. George F. Estey, Secretary-Treasurer for the Company since 1945, was retired on July 31 , 1963. J. Murrey Atkins, a member of the Board of Di- rectors and President of R. S. Dickson and Co., passed away on December 2, 1963. He has served on the board continuously since 1951 and during that period had contributed generously and effectively to the Com- pany. During the year 1964, your Company will observe its 15th anniversary. Its dynamic growth has already earned for Southern a significant position in the econ- omy of the entire Southeast. Southern is today in stronger financial condition and has a better route sys- tem than at any time in its history. Of equal impor- tance for the future, we have an outstanding staff of faithful, loyal and efficient employees. We are confi- dent, therefore, that we can look forward to 1964 as a year of continued development and progress. Respectfully submitted, March 27, 1964 Frank W. Hulse 3 4 Passengers carried Cargo ton-miles Aircraft miles flown Commercial Revenues Southern Airways inc. HIGHLIGHTS 1963 Results Operating cost per seat mile produced ........ . 599,302 1,129,823 9,581,355 $9,688,633 4.95 $ 328,210 $1,789,584 Net Income .. . .. . . . Stockholder Equity .. . 1963 Increase Over Prior Years 1962 1961 16% 49% 8 47 4 17 12 53 6 6 65 35 100 IN 1963 ... Martin 404 Aristocrat service was extended to thirteen additional cities - Birmingham, Meridian, Gulfport/ Biloxi, Tuscaloosa, Columbus, Miss., Albany, Moultrie/ Thomasville, Valdosta, Jacksonville, Natchez, and Jackson, Miss. Thirty-four of our fifty-nine cities now receive Martin Aristocrat service. Forty-five percent of Southern's total plane miles and 55.8 % of available seat miles are now flown in Martin Aristocrat aircraft. To accommodate the expanding aircraft fleet, and to assure the continued outstanding maintenance record which Southern has achieved through 15 years of perfect safety performance, new maintenance facilities totaling 49,000 sq. ft. were added to the Atlanta Base. The Maintenance Department now accomplishes over one thousand scheduled maintenance operations each month on DC-3's and Martin 404's in a continuous program of maintaining an aircraft fleet second to none in the local Service Industry. In the Central Reservations Office in Atlanta, the very latest type of telephone system and related facilities ultimately capable of handling up to 200 telephone calls simultaneously is being installed. The Central Reservations Office currently receives some 350 telephone calls per hour from our customers during peak periods and sales are made at the rate of approximately one sale for each one and one-half telephone calls received. The new reservations facility will be capable of conversion to an electronic computerized system as growth requires in future years. Southern Airways Youth Fare has attracted thousands of young travelers who will soon be flying Southern as business men and women of the South. An attractive mother and her seven children take full advantage of Southern's Family Plan. Military personnel stand by to take advantage of the special price fa re and fill otherwise empty seats. Another successful Southern Airways Charter for International Har- vester. This group originated in Memphis and flew to Chicago and return. 5 - SERVICE IS THE MEASURE OF ... SOUTHERN HOSPITALITY Southern crew prepares for take-off as they maintain their on-time performance record. At Ticket Counters in 59 cities, the Southern customer is greeted with alertness and courtesy. Southern conducts a continuous program of flight pro- ficiency for its pilots. 6 Throughout 59 busy cities of the South, Southern Airways personnel play an active part in bringing cargo, commerce and passengers to these communities. Our Weather Department keeps a watchful eye on weather activity constantly to keep Southern Airways cities advised at all hours. Air cargo revenue continues to climb. Even eggs are handled with Southern Courtesy as they are shipped from Decatur, Ala. to Atlanta for farther routing. On Southern Airways every day business men are pleased with the warmth and friendliness of a fresh brewed cup of coffee. 8 ASSETS CURRENT ASSETS Cash U.S. Treasury bills - at cost and accrued interest . . . ...... . Accounts receivable: U. S. Government - for transportation and public service - Note A . Airline traffic and other receivables ....... . Maintenance and other operating supplies - principally at average cost, less allowances of $78,653 in 1963 and $41 ,785 in 1962 for obsolescence ... Prepaid expenses . . . . . . . . . . -t- TOTAL CURRENT ASSETS INVESTMENTS AND OTHER ASSETS PROPERTY AND EQUIPMENT - Note B Cost: 1963 1962 Less allowances for depreciation and maintenance: 1963 . 1962 . DEFERRED CHARGES Flight Equipment $5,859,482 5,730,022 2,742,388 2,433,296 Unamortized route extension and development costs Unamortized long-term debt expense Ground Property and Equipment $1,292,043 1,106,835 685,154 568,051 Southern A(rways, inc. Dec. 31, 1963 $ 683,736 - 0 - $ 938,087 1,077,126 $2,015,213 508,193 151,478 $3,358,620 71,982 $7,151,525 3,427,542 $3,723,983 $ 85,163 65,495 $ 150,658 $7,305,243 BALANCE SHEET December 31 , 1963 and December 31 , 1962 -t- Dec. 31, 1962 $ 347,932 197,143 $1,565,324 913,545 $2,478,869 427,168 150,331 $3,601,443 58,842 $6,836,857 3,001,347 I $3,835,510 $ 134,328 74,425 $ 208,753 $7,704,548 LIABILITIES CURRENT LIABILITIES Accounts payable and accrued expenses : Trade accounts Collections and withholding as agents Salaries, wages, and vacation pay Accrued taxes, advertising, and other expenses . Unearned transportation revenue ...... . Air travel plan deposits .......... . Estimated federal and state taxes on income, less tax anticipation notes of $198,726 in 1962 - Note D Current maturities of long-term debt - Note B TOTAL CURRENT LIABILITIES LONG-TERM DEBT (exclusive of current maturities)-Note B 6% SUBORDINATED CONVERTIBLE DEBENTURES - Note C . DEFERRED INVESTMENT CREDIT RESERVE FOR CONTINGENCIES - Note A .. STOCKHOLDERS' EQUITY - Notes A, B, C, and E Common Stock, par value $3 a share: Authorized - 1,000,000 shares Issued - 413,200 shares in 1963 and 315,950 shares in 1962 Paid-in surplus Earned surplus See Notes to Financial Statements. Dec.31,1963 Dec. 31, 1962 $ 720,442 838,713 432,389 215,351 $2,206,895 33,345 89,355 108,531 520,000 $2,958,126 1,492,500 1,000,000 25,033 40,000 $1,239,600 148,092 401,892 $1,789,584 $7,305,243 $ 847,146 954,216 318,007 243,492 $2,362,861 39,113 71,400 215,584 461,336 $3,150,294 1,987,500 1,227,800 16,430 - 0 - $ 947,850 58,248 316,426 $1,322,524 $7,704,548 9 10 STATEMENT OF INCOME Years ended December 31 , 1963 and December 31, 1962 OPERATING REVENUES Passenger and excess baggage Mail, express, and freight .. Public service revenue - Note A Charter Other operating revenues - net TOTAL OPERA TING REVENUES OPERATING EXPENSES Flying operations . Maintenance .. Aircraft and traffic servicing Passenger service Promotion and sales . . . ...... . General and administrative ......... . Amortization and provision for depreciation OTHER INCOME OTHER DEDUCTIONS Interest . . . . ...... . Miscellaneous ... . TOTAL OPERATING EXPENSES OPERA TING INCOME INCOME BEFORE TAXES ON INCOME TAXES ON INCOME - estimated - Note D NET INCOME SPECIAL CHARGE Taxes on income and other items applicable to prior years - Note D NET INCOME LESS SPECIAL CHARGE STATEMENT OF SURPLUS Years ended December 31, 1963 and December 31, 1962 PAID-IN SURPLUS Paid-in surplus at beginning of year . . . . . . . . . ......... . Add excess of approximate market price over par value of 37,562.5 shares of Common Stock issued as 10% stock dividend Add excess of proceeds over par value of Common Stock issued as a result of: Exercise of stock options Conversion of debentures Other Paid-in surplus at end of year EARNED SURPLUS Earned sucplus at beginning of year Add net income less special charge Deduct: Shares Issued {Adjusted for 10% dividend} 1963 1962 3,312.5 62,342.5 -0- 65,655.0 10,890 19,855 -0- 30,745 Approximate market price of 37,562.5 shares of Common Stock issued as 10% stock dividend . . . . . . . . . Establishment of reserve for contingencies - Note A Earned surplus at end of year * Indicates red figures . See Notes to Financial Statements. Year Ended December 31 1963 1962 $ 8,622,199 $ 7,778,342 706,256 654,243 5,893,414 5,351,872 276,902 203,641 83,276 44,701 $15,582,047 $14,032,799 $ 4,418,273 $ 3,772,399 3,333,344 2,960,589 4,152,316 3,478,068 749,635 715,556 1,063,188 899,375 698,153 694,917 538,022 556,840 $14,952,931 $13,077,744 $ 629,116 $ 955,055 53,753 31,698 $ 682,869 $ 986,753 $ 205,034 $ 185,327 13,625 9,046 $ 218,659 $ 194,373 $ 464,210 $ 792,380 136,000 482,300 $ 328,210 $ 310,080 61,884 -0- $ 266,326 $ 310,080 Year Ended December 31 1963 $ 58,248 28,172 $ 86,420 $ 5,051 56,675 54* $ 61,672 $148,092 $316,426 266,326 $582,752 $140,860 40,000 $180,860 $401,892 1962 $ 25,687 -0- $ 25,687 $ 13,860 18,050 651 $ 32,561 $ 58,248 $ 6,346 310,080 $316,426 $-0- -0- $-0- $316,426 Southern Airways, inc. NOTES TO FINANCIAL STATEMENTS December 31, 1963 Note A - The Company operates under the authority of a "Certificate of Public Convenience and Necessity for Local or Feeder Service" issued by the Civil Aero- nautics Board for a period of unlimited duration. Such certificate entitles the Company to receive mail and pub- lic service revenues from the U. S. Government. During the period of eighteen months ended December 31, 1960, the Company received public service revenues under a temporary rate which is subject to adjustment either upward or downward upon determination by the Civil Aeronautics Board of a final rate for that period. Since that date the Company has received public service reve- nues under a permanent class rate which provides for the refunding of profits in excess of stipulated returns on investment. Accordingly, the Company has provided for such refunds for the years 1961 and 1962 in the amount of $182,200, which is subject to adjustment upon completion of audits by the Civil Aeronautics Board. The amount of such adjustment, if any, is undeterminable at December 31 , 1963; however, the Company established a Reserve for Contingencies during 1963 by an appropri- ation of earned surplus in the amount of $40,000 in recognition of the possibility of additional refunds for those years. No provision has been made for refunds for 1963 as management anticipates that none will be required. Note B - Long-term debt at December 31 , 1963 (for which all aircraft, engines, and related equipment are pledged as collateral) is summarized as follows : 5 % notes payable to banks due in quarterly installments of $112,500 through January 1, 1965 with reduced quarterly payments thereafter to De- cember 15, 1967 5 % note payable to bank due upon completion of additional permanent financing in the amount of $700,000 Due Within Due After One Year One Year $450,000 70,000 $520,000 $1 ,212,500 280,000 $1 ,492,500 On January 22, 1964 .the Company signed additional 5 % notes payable to the banks in the total amount of $700,000 which are repayable in quarterly installments of $17,500 through January 1, 1968, followed by four quarterly installments of $105,000 each, with the final installment being repayable December 15, 1968. Ac- cordingly, the 5 % note payable in the amount of $350,000 (exclusive of $70,000 classified as a current liability) is included in Long-Term Debt due after one year. The agreements relating to these notes place certain requirements and restrictions upon, among other things, (1) net current assets, (2) net worth, (3) redemption of debentures, and ( 4) payments relating to capital stock, including dividends. As of December 31 , 1963, the Com- pany had met all of these requirements and approximately $168,500 of earned surplus was free of such restrictions. Note C - During 1963 the company called those 6% subordinated convertible debentures which were con- vertible at $4.00 per share which left outstanding the $1 ,000,000 issue due December 1, 1975. These deben- tures are convertible into Common Stock of the Com- pany at prices ( adjusted for 10% stock dividend) of $4.55 per share to January 1, 1965, $6.36 per share there- after to January 1, 1970, and $9.09 per share thereafter to maturity. The debentures are callable by the Com- pany at premiums ranging from 6% downward, and are generally fully subordinated to all existing debt and to any future bank indebtedness which has a maturity date of less than five years. The debentures place restrictions upon the Company similar to those described in Note B. Note D - During 1963 the Company reached an agree- ment with the Internal Revenue Service on adjustments to taxable income for the years 1948 through 1960. The provision for income taxes as previously reported for the years 1961 and 1962 and the provision for 1963 include the applicable effect of these adjustments. The adjust- ments relate principally to the lengthening of estimated useful lives of DC-3 aircraft for income tax purposes, al- though the Company retained the original shorter lives for financial statement purposes. Accordingly, the de- preciation to be claimed for income tax purposes for subsequent years through 1967 will exceed the deprecia- tion to be recorded in the accounts by approximately $238,000. Note E - Restricted options (adjusted for 10% stock dividend) , all of which are presently exercisable, to pur- chase Common Stock of the Company were held by officers at December 31 , 1963: options issued in 1955 for 6,600 shares at $4.25 a share expire May 1, 1965 and options issued in 1962 for 12,087.5 shares at $5.12 a share to January l, 196.5 and $6.36 a share thereafter expire January 1, 1970. During the year ended December 31, 1963 options were exercised for 3,300 shares at $4.25 a share and 12 shares at $5 .12 a share. Note F - The cost to the Company of its employee retirement plans amounted to $434,415 for the year ended December 31 , 1963 and the unfunded past service lia- bility at that date totaled approximately $800,000. ERNST & ERNST Board of Directors Southern Airways, Inc. Atlanta , Georgia ATLANTA, GA. 30303 We have examined the qalance sheet of Southern Airways, Inc . as of December 31 , 1963, and the r elated statements of income and surplus for the year then ended . Our examination was made i n accordance with generally accepted auditing standards , and accordingly inc luded such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances . We made a similar examina t ion of the financial statements for the preceding year . In our opinion , subjeot to the effect of any future retroactive determination of public service revenues as explained i n Note A to the f inancial statements , the accompanying balance sheet and statements of income and surplus present fairly the f inancial position of Southern Airways , Inc . at December 31, 1963, and the results of its operations for the year then ended, i n conformity with generally accepted accounting principles applied on a basis consistent with that of' the preceding year . Atlanta , Georgia March 16, 1964 11 121 -t 19 63 -t 19 62 -t TRAFFIC Passengers carried Passenger miles flown (000) Mail ton miles Express & freight ton miles Total Revenue ton miles Revenue miles flown Airports served . FINANCIAL Income Commercial Public service Other . Total Expenses Operating Non-operating Income taxes . Total Net Income or (Loss) . . Seleated Balance Sheet Items Net Working Capital ... . ..... . Property & equipment (net) Stockholder equity Book value per share outstanding ... 1963 599,302 112,262 366,435 763,388 11,872,389 9,581,355 48 $ 9,688,633 5,893,414 53,753 15,635,800 14,952,931 218,659 136,000 15,307,590 $ 328,210 $ 400,494 3,723,983 1,789,584 $ 4.33 A FIVE YEAR REPORT OF PROGRESS 19 61 1962 518,288 95,435 364,610 683,838 10,184,178 9,172,284 55 $ 8,680,927 5,351,872 31,698 14,064,497 13,077,744 194,373 482,300 13,754,417 $ 310,080 $ 451,149 3,835,510 1,322,524 $ 3.81 -t 1980 -t 19 59 1961 1960 1959 401,711 260,760 258,180 71,300 46,765 45,583 290,091 179,054 125,109 480,904 288,707 295,662 7,603,753 4,953,317 4,793,228 8,212,646 5,669,267 4,809,191 52 45 35 $ 6,323,152 $3,964,069 $3,612,590 4,395,236 3,068,190 2,525,815 27,988 8,793 4,322 10,746,376 7,041,052 6,142,727 10,107,588 7,575,937 6,085,320 134,806 36,310 25,510 305,070 (238,847) 10,301 10,547,464 7,373,400 6,121,131 $ 198,912 $ (332,348) $ 21,596 $ 760,907 $ (504,055) $ 43,917 2,564,881 1,238,651 1,030,008 896,033 689,140 974,195 $ 2.83 $ 2.20 $ 3.51 THE 1963 REVENUE DOLLAR Income Passengers . . . . . . . . ...... . Cargo shippers . . . . . . . . . . . . . . . .... . Aircraft charter ....... . ........ . ... . Other . . . . . . . ............... . Public service ........... . SOUTHERN'S INCOME DOLLAR $ 8,622,199 706,256 276,902 137,029 9,742,386 5,893,414 $15,635,800 Expenses and Retained Earnings Employment costs . . . . . . . . . . . . . . . . . . $ 8,6lf5,805 Aircraft fuel & oil . . . . . . . 1,583,586 Other materials & services purchased . . . 2,709,134 Taxes and insurance, excluding employee benefits .............. . . Rentals . . . . . . . . ......... . Advertising and publicity ......... . Interest and other items ........ . Depreciation & amortization .......... . Retained earn_ ings, after special charge .. 659,871 576,366 388,140 215,556 551,016 266,326 $15,635,800 SOUTHERN'S EXPENSE DOLLAR 4 5 5 .1 from our passengers 56.5 for employment costs, including employee benefits - 37.7 from government subsidies 10.3 for aircraft fuel and oils - 4.5 from shippers 17 .6 for other materials and services purchased I 2. 7 from charter operations and other sources 7.3 for rentals, depreciation and amortization 8.3 for all other expenses SOURCE AND APPLICATION OF FUNDS Source of Funds From Sale of- Common stock . . . . . . . . . . . . . . . . . . . . . $ 14,089 86,748 350,000 Retired equipment ... . ... . ........... . From loans by Banks ..................... . From Operations - Net income, after special charge . . . . . . .. Provision for depreciation ............ . Allowance for obsolescence Amortization of intangibles ... . Total Cash Flow . . ...... . From Other Sources . . . . . . . . . . . . . . . . . . 266,326 451,990 36,868 62,158 $ 817,342 2,447 $ 1,270,626 Application of Funds To Additional Operating Property & Equipment ......... . To Other Investments To Debt Retirement - Banks Suppliers . Debentures . . . . . . . . . . . . . . . . . . . . . . . .. . To Increase in Working Capital ........... . $ 425,118 13,140 337,500 448,836 1,155 $ 787,491 44,877 $ 1,270,626 4 1- ~ 4 13 14 Memphis, cotton mecca of the South and a key terminal point of the Southern Airways system. Transportation hub of the Southland, Atlanta is the crossroad for Southern Airways service North, East, South and West. Typical scene of the Vieux Carre in New Or- leans, where Southern links many cities of the Mississippi Valley with the West. Panama City, ideal Florida vacation spot and another example of the diversified type of cities served by Southern Airways. posA MONTGOM ERYQ \ .. . ... - - - - PRESENT ROUTES ILLE left Huntsville, world renown symbol of Space leadership and a leading 'city in the Southern Airways system. right The State House in Columbia. S. C. one of Southern's newer cities of the 59 leading com- munities we serve. .... CHARLOTTE .. . . . GREENVILLE'.:.,,, : SPARTANBURG : OGA .: : A : - - - - - PROPOSED EASTERN /SOUTHERN ROUTE TRANSFER OTHER ROUTE APPLICATIONS PENDING 15