SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED September 30, 1998.
-------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM ____ TO ____.
Commission file number 0-28898
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Independence Brewing Company
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2763840
------------------------------ -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1000 East Comly Street, Philadelphia, Pennsylvania 19149
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(215) 537-2337
--------------
(Registrant's telephone number, including area code)
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 X No ___
---
Indicate the number of shares outstanding of each of the issued classes of
common equity, as of the latest practicable date: On November 16, 1998,
3,357,078 shares of the issuer's Common Stock, no par value, and 4,600,000
Redeemable Warrants were outstanding.
<PAGE>
Independence Brewing Company
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION 2
Item 1. Financial Statements 2
Balance Sheet at December 31, 1997 and
September 30, 1998 (unaudited) 3
Statements of Operations for the Three Months Ended and Nine
Months Ended September 30, 1998 and 1997 (unaudited) 4
Statements of Changes in Shareholders Equity for the Nine
Months Ended September 30, 1998 (unaudited) and the Year
Ended December 31, 1997 5
Statements of Cash Flows for the Nine Months Ended
September 30, 1998 and 1997 (unaudited) 6
Notes to Financial Statements 7
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations 9
PART II. OTHER INFORMATION 12
Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES
</TABLE>
<PAGE>
INDEPENDENCE BREWING COMPANY
BALANCE SHEET
<TABLE>
<CAPTION>
Period Ended
-------------------------------------
9/30/98 12/31/97
ASSETS
<S> <C> <C>
Current assets
Cash & cash equivalents $104,090 $1,229,209
Accounts rcceivable, net 69,720 34,211
Inventory 209,458 164,787
----------- -----------
Total Current Assets 383,268 1,428,207
Equipment & leasehold improvements, net 2,114,876 2,154,541
Deferred Charges and Intangible 233,470 90,820
Other assets 15,223 48,941
----------- -----------
Total Assets $ 2,746,837 $ 3,722,509
=========== ===========
LIABILITIES & SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 438,116 $ 295,571
Current portion of long term debt 133,655 108,000
----------- -----------
Total current liabilities 571,771 403,571
Long term liabilities
Deferred rent 54,490 46,579
Long term debt 347,739 406,670
----------- -----------
Total liabilities 974,000 856,820
Shareholders equity
Common stock, no par value - authorized 19,000,000
shares ; outstanding, 3,357,078 and 3,207,078 at
September 30, 1998 and December 31, 1997 respectively 9,069,748 8,976,634
Accumulated deficit (7,296,911) (6,110,945)
----------- -----------
Total shareholders equity 1,772,837 2,865,689
----------- -----------
Total liabilities and shareholders equity $2,746,837 $3,722,509
=========== ===========
</TABLE>
<PAGE>
INDEPENDENCE BREWING COMPANY
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- --------------------------
9/30/98 9/30/97 9/30/98 9/30/97
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales $ 367,993 $ 199,475 $ 831,055 $ 452,202
Less excise taxes 13,207 8,881 34,495 23,497
----------- ----------- ----------- -----------
Net sales 354,786 190,594 796,560 428,705
Cost of goods sold 425,075 259,990 1,047,780 747,026
----------- ----------- ----------- -----------
Gross loss (70,289) (69,396) (251,220) (318,321)
Promotional and selling expense 132,339 218,671 407,337 389,861
General and administrative expense 179,018 184,599 523,602 666,770
----------- ----------- ----------- -----------
Total selling, general and administrative 311,357 403,270 930,939 1,056,631
Operating loss (381,646) (472,666) (1,182,159) (1,374,952)
Other income (expense)
Interest expense (7,924) (11,648) (27,738) (2,982,122)
Other income, net 11,374 32,059 23,931 90,880
----------- ----------- ----------- -----------
3,450 20,411 (3,807) (2,891,242)
Loss before income taxes (378,196) (452,255) (1,185,966) (4,266,194)
Income taxes 0 0 0 0
Net loss ($378,196) ($452,255) ($1,185,966) ($4,266,194)
=========== =========== =========== ===========
Per share data
Net loss per common share ($ 0.11) ($ 0.14) ($ 0.36) ($ 1.39)
=========== =========== =========== ===========
Weighted average shares outstanding 3,357,078 3,207,078 3,309,446 3,070,473
=========== =========== =========== ===========
</TABLE>
<PAGE>
INDEPENDENCE BREWING COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months ended
--------------------------
9/30/98 9/30/97
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net profit (loss) ($1,185,966) ($4,266,194)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 117,877 95,169
Amortization of original issue discount 0 2,981,931
(Increase) decrease in accounts receivable (35,509) (11,435)
(Increase) decrease in inventory (44,671) (36,804)
(Increase) decrease in prepaid expenses 32,523 (43,050)
(Increase) decrease in other assets 995 342,598
Increase (decrease) in accounts payable,
accrued expenses and deferred rent 243,570 (384,745)
----------- -----------
Net cash used by operating activities (871,181) (1,322,530)
Cash flows from investing activities
Purchases of property and equipment (70,547) (715,266)
Purchases of intangibles (150,114) (90,000)
Other 0 (25,000)
----------- -----------
Net cash used in investing activities (220,661) (830,266)
Cash flows from financing activities
Proceeds from issuance of common stock, net 0 5,285,206
Repayments of subordinated convertible notes 0 (800,000)
Repayments of preferred stock 0 (700,000)
Payment of outstanding debt (33,277) (76,359)
Payments under capital lease obligations 0 (3,456)
(Advances to)/repayments from officers, net 0 9,000
----------- -----------
Net cash provided by (used in) financing activities (33,277) 3,714,391
Net increase (decrease) in cash and cash activities (1,125,119) 1,561,595
Cash and cash equivalents balance at beginning of period 1,229,209 363,484
----------- -----------
Cash and cash equivalents balance at end of quarter $ 104,090 $ 1,925,079
=========== ===========
</TABLE>
<PAGE>
INDEPENDENCE BREWING COMPANY
STATEMENT OF RETAINED EARNINGS
PERIOD ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Total
Common stock Retained shareholders
No. Shares Amount earnings equity
---------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at December 31, 1997 3,207,078 $ 8,976,634 ($6,110,945) $ 2,865,689
Issuance of common stock 150,000 93,114 93,114
Net profit (loss) for period ended 9/30/98 (1,185,966) (1,185,966)
---------- ----------- ------------ ------------
Adjusted balance 3,357,078 $ 9,069,748 ($7,296,911) $ 1,772,837
</TABLE>
<PAGE>
Independence Brewing Company
NOTES TO FINANCIAL STATEMENTS
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Independence Brewing Company (the Company) is a regional producer of fresh,
high-quality, preservative-free, craft brewed ales, lagers, porters and
seasonal beers. The Company competes with other beer and beverage companies
not only for consumer acceptance and loyalty but also for shelf and tap
space in retail establishments and for marketing focus by the Company's
third-party wholesale distributors and their customers, all of which also
distribute and sell other beers and alcoholic beverage products.
The manufacture and sale of alcoholic beverages is a business that is highly
regulated and taxed at the federal, state and local levels. The Company's
operations may be subject to more restrictive regulations and increased
taxation by federal, state and governmental agencies than are those of
non-alcohol related businesses.
1. Interim Financial Information
The financial statements of the Company as of September 30, 1998 and for
the nine months ended September 30, 1998 and 1997 and related footnote
information are unaudited. All adjustments (consisting only of normal
recurring adjustments) have been made which, in the opinion of management,
are necessary for a fair presentation. Results of operations for the nine
months ended September 30, 1998 are not necessarily indicative of the
results that may be expected for any future period.
2. Loss Per Common Share
The Company adopted the provisions of SFAS No. 128, Earnings Per Share,
which eliminates primary and fully diluted earnings per share (EPS) and
requires presentation of basic and diluted EPS in conjunction with the
disclosure of the methodology used in computing such EPS. Basic EPS excludes
dilution and is computed by dividing income available to common shareholders
by the weighted average common shares outstanding during the period. Diluted
EPS takes into account the potential dilution that could occur if securities
or other contracts to issue common stock were exercised and converted into
common stock. Prior period EPS calculations have been restated to reflect
the adoption of SFAS No. 128. Options and warrants are not considered
because they are antidilutive.
NOTE B - INVENTORIES
Inventories consist of the following:
September 30, December 31,
1998 1997
--------- -----------
(unaudited)
Raw materials $ 22,141 $ 45,903
Work in process 33,562 32,469
Finished goods 30,117 20,272
Packaging 123,638 66,143
-------- --------
$209,458 $164,787
======== ========
<PAGE>
NOTE C - LOSS PER SHARE
The Company's calculation of loss per share in accordance with SFAS No. 128
is as follows:
<TABLE>
<CAPTION>
Nine months ended September 30, 1998
-------------------------------------------
Loss Shares Per share
(numerator) (denominator) amount
----------- ------------- ---------
<S> <C> <C> <C>
Basic loss per share
Net loss $(1,185,966) 3,309,446 $(0.36)
Effect of dilutive securities
Options - - -
----------- --------- ------
Diluted loss per share
Net loss plus assumed conversions $(1,185,966) 3,309,446 $(0.36)
=========== ========= ======
</TABLE>
Options to purchase 65,000 shares of common stock at a weighted average
exercise price of $1.96 per share were outstanding during the period. They
were not included in the computation of diluted loss per share because the
option exercise price was greater than the average market price.
<TABLE>
<CAPTION>
Nine months ended September 30, 1997
-----------------------------------------
Loss Shares Per share
(numerator) (denominator) amount
----------- ------------- ---------
<S> <C> <C> <C>
Basic loss per share
Net loss $(4,266,194) 3,070,473 $(1.39)
Effect of dilutive securities
Options - - -
----------- --------- ------
Diluted loss per share
Net loss plus assumed conversions $(4,266,194) 3,070,473 $(1.39)
=========== ========= ======
</TABLE>
NOTE D - ACQUISITIONS
1. On February 4, 1998, the Company executed a term sheet with Whitetail
Brewing, Inc. in which the parties agreed that the Company would
receive an exclusive license of the trademark and logo for "Nittany
Ale", a newly developed Whitetail Brewing product, for a five (5) year
term, in consideration for which the Company agreed to pay the
licensor a royalty for every case of Nittany Ale sold plus $10,000 in
cash to release the licensed property from certain liens. In addition,
the Company agreed to engage Wade E. Keech, President and founder of
Whitetail Brewing, as exclusive sales representative of the Company in
the central and western Pennsylvania regions for which Mr. Keech will
receive commissions from the sales of all of the Company's products,
including Nittany Ale. The Company has commenced sales of the Nittany
Ale products and expects to execute definitive agreements
incorporating the foregoing terms by the end of the third quarter
of 1998.
2. On March 25, 1998, the Company completed the acquisition of certain
assets of America U-Brew, Inc., and its affiliates used in connection
with the manufacture, sales and marketing of Gravity Ale, including
trademarks, trade names, logo, brand names, recipes and formulas,
packaging as well as equipment used in painting the glass bottles used
for the Gravity Ale products as well as certain finished goods
inventory. In connection with this Acquisition, the Company issued
100,000 shares of Common Stock and entered into three separate
Promissory Notes totalling approximately $61,000.
3. On April 6, 1998, the Company completed the purchase of all of the
assets of Blue Hen Beer Company, Ltd., including trademarks, trade
names, logo, and brand names connected with the "Blue Hen" brand,
packaging and certain finished goods inventory. In connection with
this acquisition, the Company issued 50,000 shares of Common Stock and
entered into a Promissory Note totalling $10,000. The Note has
subsequently been paid in full.
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Gross sales for the quarter ended September 30, 1998 were $367,993, an increase
of 85% when compared to $199,475 for the comparable year-ago quarter. Gross
sales for the nine months ended September 30, 1998 were $831,055, an increase of
84% when compared with $452,202 for the comparable year-ago period. The increase
in net sales from the comparable periods last year was due to increased sales
volume, specifically the continuation of case sales of Uncle ESB, the Company's
spring seasonal product, and from the introduction of both Betsy's Kristall
Wheat summer seasonal and the summer sampler pack, both of which were sold as a
bottled product. Sales increases were also attributed to the limited advertising
and heavy promotional campaigns begun earlier in the year.
Excise taxes for the quarter ended September 30, 1998 were $13,207 as compared
with $8,881 for the comparable year ago quarter. Excise taxes for the nine
months ended September 30, 1998 were $34,495 as compared with $23,497 for the
comparable year-ago period. Excise taxes as a percentage of sales for the
quarter ended September 30, 1998 were approximately 4% as compared with 5% for
the comparable year-ago quarter. Excise taxes as a percentage of sales for the
nine month period ended September 30, 1998 was approximately 4% as compared with
5% for the comparable year-ago period. The company pays federal and certain
local taxes on sales volume. Accordingly, as sales increase, excise taxes paid
by the Company will increase unless the Company increases shipments to
jurisdictions where local excise taxes are paid by the third party wholesale
distributor rather than the brewer, as is the case in Maryland and the District
of Columbia.
Cost of goods sold for the quarter ended September 30, 1998 were $425,075 or
115% of sales, as compared to $259,990 or 130% of sales for the comparable
year-ago quarter. Cost of goods sold for the nine months ended September 30,
1998 were $1,047,780 or 126% of sales as compared to $747,026 or 165% of sales
for the comparable year-ago period. The increase in cost of goods sold from the
comparable periods last year was due to higher raw materials costs as a result
of increased sales volume.
Advertising, promotional, and selling expenses for the quarter ended September
30, 1998 were $132,339 or 36% of sales, as compared to $218,671 or 110% of sales
for the comparable year-ago quarter. Advertising, promotional and selling
expenses for the nine months ended September 30, 1998 were $407,337 or 49% of
sales, as compared to $389,861 or 86% of sales for the same period last year.
The decrease in advertising expense from the comparable periods of a year-ago
were primarily due to the completion last year of a major advertising campaign
which was not renewed in 1998, that included billboard, magazine and radio
advertisements.
General and administrative expenses for the three months ended September 30,
<PAGE>
1998 were $179,018 or 49% of net sales, as compared to $184,599 or 93% of sales
for the comparable year-ago quarter. General and administrative expenses for the
nine months ended September 30, 1998 were $523,385 or 63% of sales, as compared
to $666,770 or 147% for same period last year. The decrease in G&A expense from
the comparable periods of a year ago were due to decreases in amortization and
professional fees costs.
Interest expense for the quarter ended September 30, 1998 was $7,924 as compared
to $11,648 for the comparable year-ago quarter. Interest expense for the nine
months ended September 30, 1998 were $27,738 as compared to $2,982,122 for the
comparable year-ago period. Interest expense was substantially higher during the
first nine months of 1997 when compared to the same period in 1998 due to the
write-off of unamortized original issue discount and financing costs aggregating
approximately $2,916,256 in connection with the repayment of the Company's
debentures and series B preferred stock from the net proceeds of the Company's
initial public offering in the first quarter of 1997. The interest incurred for
the first nine months of 1998 is also associated with the Company's promissory
note in favor of CoreStates Bank, N.A. in connection with a Small Business
Administration loan (the "SBA Loan") and Philadelphia Industrial Development
Corporation notes ("PIDC Notes").
Other income, net for the three and nine months ended September 30, 1998 was
$11,374 and $23,931 respectively, compared to $32,059 and $90,880 when compared
to the same periods of a year-ago. The decrease in other income, net from
comparable year-ago periods was primarily due a decline in interest income as
the Company's cash balance declined due to the funding of the Company's
operating losses.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used in operating activities for the nine months ended September 30,
1998 totaled $871,181 as compared to $1,322,530 for the comparable year-ago
period. The decrease in use of cash is a reflection that the Company's operating
loss for the first nine months of 1998 was substantially less than for the
comparable year-ago period.
Cash used in investing activities for the nine months ended September 30, 1998
totaled $220,661 as compared to $830,266 for the same period last year. The
decrease in the use of cash was the result of a reduction of production
equipment purchases which was only partially offset by the cost of acquiring a
trademarks from America U-Brew and Blue Hen Beer.
Cash used in financing activities for the nine months ended September 30,
1998 totaled $33,277 as compared to cash provided by financing operations
$3,714,391 for the same period last year.Cash provided by financial activities
was substantially higher in the first nine months in 1997 in comparison to the
same period in 1998 due to net proceeds of $5,285,206 as a result of the
Company's initial public offering during the first quarter of 1997 and a
reduction of repayments of long-term debt from 1,579,815 in 1997 to 33,277 in
1998.
<PAGE>
Part II - Other Information
Item 2. Changes in Securities and Use of Proceeds
Changes in Securities
On March 30, 1998, the Company issued 100,000 shares of its common
stock and on April 6, 1998, the Company issued 50,000 shares of its Common
Stock to certain corporations as described below.
There were no underwriters retained by the Company in connection with
the issuance of the securities described in this Part II.
The Company relied on Section 4(2) of the Securities Act of 1993 in
connection with the issuance of its securities as described in this Part II.
The securities as described in this Part II were issued by the Company
in connection with certain acquisitions as follows:
On March 25, 1998, the Company completed the acquisition of certain
assets of America U-Brew, Inc., and its affiliates used in connection with the
manufacture, sales and marketing of Gravity Ale, including trademarks, trade
names, logo, brand names, recipes and formulas, packaging as well as equipment
used in painting the glass bottles used for the Gravity Ale products as well as
certain finished goods inventory. In addition to an undertaking to pay America
U-Brew up to the sum of $61,000 under certain conditions, the Company also
issued 100,000 shares of its common stock to America U-Brew in consideration for
the assets on March 30, 1998.
On April 6, 1998, the Company completed the purchase of all of the
assets of Blue Hen Beer Company, Ltd., including trademarks, trade names, logo,
and brand names connected with the "Blue Hen" brand, packaging and certain
finished goods inventory. In addition to an undertaking to pay Blue Hen Beer
Company, Ltd., the sum of $10,000, the Company also issued 50,000 shares of its
common stock to Blue Hen Beer Company, Ltd. in consideration for the assets on
April 6, 1998.
Use of Proceeds
On February 14, 1997, the Company sold 900,000 shares of Common Stock
at a price of $5 per share and sold 4,000,000 Redeemable Warrants at a price of
$.50 per share aggregating $6,500,000. In connection with the Offering, the
Company granted to the underwriters a 45-day option to purchase up to an
additional 135,000 shares of Common Stock at a price of $5 per share and/or
purchase an additional 600,000 Redeemable Warrants at a price of $.50 per share.
On March 13, 1997, the underwriters exercised its option to purchase the
additional 600,000 Redeemable Warrants aggregating $300,000. The underwriting
discounts and commissions and expenses of the Offering were approximately
$1,515,000 and the net proceeds to the Company was $5,285,000.
As of September 30, 1998, the Company has utilized $5,285,000 of the
net proceeds from the Offering. The funds were utilized as follows: 1) the
repayment of indebtedness of $1,550,000; 2) purchase and install machinery and
equipment of $786,000 and 3) working capital purposes of $2,949,000.
Item 6. Exhibits and Reports on Form 8-K
None
(a) Exhibits
27.1 Financial Data Schedule at September 30, 1998
27.2 Financial Data Schedule at September 30, 1997
(b) Reports filed on Form 8-K.
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Independence Brewing Company
By: /s/ Robert W. Connor, Jr.
------------------------------------
Robert W. Connor, Jr.
President, Chief Executive Officer
(and principal accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1.000
<CASH> 104,090
<SECURITIES> 0
<RECEIVABLES> 69,720
<ALLOWANCES> 0
<INVENTORY> 209,458
<CURRENT-ASSETS> 383,268
<PP&E> 2,553,291
<DEPRECIATION> 438,415
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 571,771
<BONDS> 0
0
0
<COMMON> 9,069,748
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,772,837
<SALES> 831,055
<TOTAL-REVENUES> 796,560
<CGS> 1,047,780
<TOTAL-COSTS> 930,939
<OTHER-EXPENSES> (27,738)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,738
<INCOME-PRETAX> (1,185,966)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,185,966)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,185,966)
<EPS-PRIMARY> (0.36)
<EPS-DILUTED> (0.36)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1.000
<CASH> 1,925,029
<SECURITIES> 0
<RECEIVABLES> 28,561
<ALLOWANCES> 0
<INVENTORY> 171,620
<CURRENT-ASSETS> 2,194,310
<PP&E> 2,281,318
<DEPRECIATION> 260,824
<TOTAL-ASSETS> 4,322,497
<CURRENT-LIABILITIES> 469,471
<BONDS> 433,402
0
0
<COMMON> 8,976,634
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,322,497
<SALES> 452,202
<TOTAL-REVENUES> 428,705
<CGS> 747,026
<TOTAL-COSTS> 1,056,631
<OTHER-EXPENSES> (90,880)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,982,122
<INCOME-PRETAX> (4,266,194)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,266,194)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,266,194)
<EPS-PRIMARY> (1.39)
<EPS-DILUTED> (1.39)
</TABLE>
