<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal quarter ended: September 30, 1996 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: 0-21037
SOLOPOINT, INC.
(Exact name of registrant as specified in its charter)
California 77-0337580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
130B Knowles Drive
Los Gatos, CA 95030
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (408) 364-8850
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 [X] (Registrant has been
subject to such filing requirements since August 6, 1996, the effective date of
its Registration Statement on Form SB-2, and has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 since
such date.)
Indicate the number of shares outstanding of each of the issuer's class of
common ("Common Stock"), as of the latest practicable date.
CLASS OUTSTANDING AT OCTOBER 31, 1996
Common Stock - no par value 3,493,280
<PAGE>
SOLOPOINT, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited)
Condensed Statements of Operations 2
three and nine months ended September 30, 1996 and 1995
and the period March 26, 1993 (inception) through
September 30, 1996
Condensed Balance Sheet 3
September 30, 1996
Condensed Statements of Cash Flows 5
nine months ended September 30, 1996 and 1995
and the period March 26, 1993 (inception) through
September 30, 1996
Notes to Condensed Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 6 Exhibits and Reports on Form 8-K 11
Signature 12
1
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
SOLOPOINT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
PERIOD FROM
MARCH 26, 1993
(INCEPTION)
THREE MONTHS ENDED NINE MONTHS ENDED THROUGH
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30,
1996 1995 1996 1995 1996
------------------------- --------------------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenues $ 69,769 $ - $ 103,910 $ - $ 103,910
Cost of sales 46,037 - 85,884 - 85,884
--------- --------- --------- ---------- ----------
Gross margin 23,732 - 18,026 - 18,026
Costs and expenses:
Research and development 276,734 392,209 1,024,517 971,546 2,854,635
Sales and marketing 306,619 172,315 669,582 381,562 1,171,162
General and administrative 322,437 255,800 944,778 448,567 2,369,194
--------- --------- --------- ---------- ----------
905,790 820,324 2,638,877 1,801,675 6,394,991
--------- --------- --------- ---------- ----------
Loss from operations (882,058) (820,324) (2,620,851) (1,801,675) (6,376,965)
Interest income, net 26,514 2,492 20,739 8,381 12,314
--------- --------- --------- ---------- ----------
Net loss $(855,544) $ (817,832) $(2,600,112) $(1,793,294) $(6,364,651)
========= ========= ========== ========== ==========
Net loss per share $ (.33) $ (.56) $ (2.02) $ (1.22)
========= ========= ========== ===========
Shares used in computing
net loss per share 2,570,875 1,464,855 1,284,936 1,464,855
========= ========= ========= =========
</TABLE>
See accompanying notes.
2
<PAGE>
SOLOPOINT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
ASSETS
(Unaudited)
SEPTEMBER 30, 1996
------------------
Current assets:
Cash $5,558,959
Accounts receivable 103,586
Inventories 605,302
Other current assets 15,432
--------
Total current assets 6,283,279
Furniture and equipment, at cost:
Computers and software 178,080
Furniture and fixtures 196,374
Accumulated depreciation and amortization (175,977)
---------
198,477
Deposits and other assets 28,000
Notes receivable from shareholders 33,500
---------
Total assets $6,543,256
=========
See accompanying notes.
3
<PAGE>
SOLOPOINT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(Unaudited)
SEPTEMBER 30, 1996
------------------
Current liabilities:
Accounts payable $ 365,249
Accrued compensation 103,256
Other accrued liabilities 28,069
Notes payable, current portion 23,321
--------
Total current liabilities 519,895
Notes payable, non-current portion 163,576
Shareholders' equity:
Common stock 12,415,055
Deficit accumulated during the development stage (6,397,770)
Notes receivable from shareholders (157,500)
----------
Total shareholders' equity 5,859,785
----------
Total liabilities and shareholder's equity $ 6,543,256
==========
See accompanying notes.
4
<PAGE>
SOLOPOINT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
PERIOD FROM
MARCH 26, 1993
(INCEPTION)
NINE MONTHS ENDED THROUGH
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996
------------------------------ -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(2,600,112) $(1,793,294) $(6,364,651)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock and preferred stock issued for services 28,405 1,567 39,806
Preferred stock issued for interest payable 33,767 - 37,112
Depreciation and amortization 76,368 47,578 176,086
Changes in operating assets and liabilities (234,448) 84,558 (227,748)
---------- ---------- ----------
Net cash used in operating activities (2,696,020) (1,659,591) (6,339,395)
INVESTING ACTIVITIES
Acquisitions of furniture and equipment (98,304) (82,892) (360,056)
Loan to shareholder - - (35,000)
Payment received from shareholder 1,500 - 1,500
Deposits and other assets - (11,608) (28,110)
---------- ---------- ----------
Net cash used in investing activities (96,804) (94,500) (421,666)
FINANCING ACTIVITIES
Proceeds from convertible notes payable to shareholders - 943,208 1,120,000
Proceeds from convertible notes payable 1,500,000 - 1,813,000
Proceeds from notes payable 92,408 - 193,518
Principal payments on capital lease obligations (6,621) (8,996) (21,018)
Proceeds from sale of preferred stock, net of issuance costs 1,178,657 1,345,286 3,951,622
Issuance of common stock, net of repurchases and issuance costs 5,256,322 2,083 5,262,898
---------- ---------- ----------
Net cash provided by financing activities 8,020,766 2,281,581 12,320,020
---------- ---------- ----------
Net increase in cash 5,227,942 527,490 5,558,959
Cash at beginning of period 331,017 315,217 -
---------- ---------- ----------
Cash at end of period $ 5,558,959 $ 842,707 $ 5,558,959
========== ========== ==========
</TABLE>
See accompanying notes.
5
<PAGE>
SOLOPOINT INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. General The condensed financial statements for the three and nine month
-------
periods ended September 30, 1996 and 1995 are unaudited but reflect all
adjustments (consisting only of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the financial
position and operating results for the interim periods. The condensed
financial statements should be read in conjunction with the financial
statements and notes thereto, together with management's discussion and
analysis of financial condition and results of operations, contained in the
Company's amended Form SB-2 Registration Statement declared effective August
6, 1996. The results of operations for the three and nine month periods
ended September 30, 1996 are not necessarily indicative of the results to be
expected for the entire fiscal year.
2. Per Share Data Net loss per share is computed using the weighted average
--------------
number of shares of common stock outstanding. Common equivalent shares from
redeemable convertible preferred stock (using the if-converted method) and
from stock options and warrants (using the treasury stock method or the
modified treasury stock method where applicable) are not included in the
computation as they are antidilutive. In accordance with Securities and
Exchange Commission Staff Accounting Bulletins, for periods prior to August
6, 1996, the effective date of the Company's initial public offering, common
and common equivalent shares issued by the Company at prices below the public
offering price during the period beginning one year prior to the initial
filing of the registration statement for the Company's initial public
offering have been included in the calculation as if they were outstanding
for all periods prior to the offering (using the treasury stock method and
the initial public offering price).
6
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
- ---------------------
NET REVENUES
Since inception, the Company's focus has been on the design and
development of personal communications management solutions for communications-
dependent individuals. The Company's first product, SoloCall SmartCenter, is
targeted at mobile, communications-dependent individuals in the Small Office and
Home Office ("SOHO") market. The Company introduced its flagship product,
SoloCall SmartCenter, at the end of March 1996 with the initial shipment of its
second product, SoloCall SmartMonitor, at the end of September 1996. The Company
recorded its initial revenues in the quarter ended June 30, 1996. The Company's
products currently have a 30-day, unconditional, money-back guarantee. Revenue
is recognized when products are shipped and the 30-day money-back guarantee
period has lapsed. Allowances are provided for product returns based on
estimated future product returns, the timing of expected new product
introductions and other factors. These allowances are recorded as direct
reductions of accounts receivable.
Net revenues for the three and nine months ended September 30, 1996,
were $69,769 and $103,910 respectively. The Company received no revenues for the
three and nine months ended September 30, 1995. The increase in net revenues is
entirely attributable to shipment of the Company's first product, SoloCall
SmartCenter. No revenue was recorded in the three and nine month periods ended
September 30, 1996 from sales of SoloCall SmartMonitor due to the Company's
revenue recognition policy.
COSTS OF GOODS SOLD
Cost of goods sold for the three and nine months ended September 30,
1996 were $46,037 and $85,884 respectively, which were 66% and 83% of sales
respectively. No goods were sold in the three and nine months ended September
30, 1995. The higher cost of goods sold for the nine month period was due to
low priced units offered to beta customers; free samples provided to prospective
customers to open new distribution channels; early, low production volume and
the re-working of certain items. Cost of goods sold for the nine months ended
September 30, 1996 was also impacted by write-downs of obsolete inventory of
$15,000 during the second quarter of 1996.
GROSS MARGIN
Gross margin for the three and nine months ended September 30, 1996,
was 34% and 17% respectively. No goods were sold in the three and nine months
ended September 30, 1995. The lower gross margin for the nine months ended
September 30, 1996 was due to higher cost of goods sold as set forth above.
OPERATING EXPENSES
Research and Development Research and development expenses declined
------------------------
29% in the quarter ended September 30, 1996 to $276,734 as compared with
expenses of $392,209 for the quarter ended September 30, 1995, primarily due to
reduced headcount for the quarter ended September 30, 1996. Research and
development expenses increased 5% to $1,024,517 for the nine months ended
September 30, 1996 as compared with expenses of $971,546 for the nine months
ended September 30, 1995. The increase was due to higher average headcount for
the nine months ended September 30, 1996 relative to the prior year and
increased engineering expenses incurred for prototypes and tooling for products
under development. The Company anticipates that research and development
expenses will increase in the fourth quarter of 1996 as it adds additional
engineers and programmers as well as incurs additional prototype and tooling
costs for products under development.
7
<PAGE>
Sales and Marketing Sales and marketing expenses were $306,619 and
-------------------
$669,582, respectively, in the three and nine months ended September 30, 1996
which was an increase of 78% and 75%, respectively, as compared with the three
and nine months ending September 30, 1995, primarily due to increased expenses
related to the launch of the Company's flagship product, SoloCall SmartCenter,
as well as the introduction of its second product, SoloCall SmartMonitor, at the
end of September 1996. The Company anticipates that sales and marketing expenses
will continue to grow in future quarters, as it increases marketing activities
and efforts to expand distribution of its current and anticipated future
products.
General and Administrative General and administrative expenses in the
--------------------------
three and nine months ended September 30, 1996 were $322,437, an increase of
26%, and $944,778, an increase of 111%, respectively, as compared with the three
and nine months ended September 30, 1995, primarily due to increased headcount.
The Company anticipates that general and administrative expenses will grow
modestly in the fourth quarter of 1996 as it adds the additional finance and
administrative personnel and systems necessary to meet the increased reporting
requirements of being a public company.
INTEREST INCOME, NET
Interest income reflects primarily interest on cash balances, which
had been nominal until the completion of the Company's initial public offering
in August 1996. The net proceeds from the initial public offering earned
interest through investment in money market funds. For the three and nine months
ended September 30, 1996 the Company recognized net interest income of $26,514
and $20,739 respectively, as compared with net interest income of $2,492 and
$8,381 respectively for the same periods of the prior year.
PROVISION FOR INCOME TAXES
There was no provision for federal or state income taxes for the three
and nine month periods ending September 30, 1996, as the Company incurred net
operating losses. The Company expects to incur a net operating loss for the year
ending December 31, 1996. As a result, the net operating loss carryforwards will
increase. At December 31, 1995, the Company had federal and state net operating
loss carryforwards of approximately $1,800,000. The Company also had federal and
state research and development tax credit carryforwards of approximately $63,000
and $58,000, respectively. The utilization of the net operating losses and
credits may be subject to a substantial annual limitation due to the ownership
change limitations provided by the Internal Revenue Code of 1986 (the "Code")
and similar state provisions. The Company's recent public offering may result in
such an ownership change for purposes of Section 382 of the Code. If an
ownership change were to occur, net operating losses and credits could expire
before utilization. For financial reporting purposes, a valuation allowance of
$1,500,000 has been recorded to offset deferred tax assets recognized under the
Financial Accounting Standards No. 109, "Accounting for Income Taxes," primarily
related to the net operating loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
The Company used cash of $2,696,020 in its operating activities for
the nine months ending September 30, 1996. During the nine months ending
September 30, 1996, the Company financed its working capital requirements and
capital expenditures primarily from the proceeds of the issuance of preferred
stock totaling $1,178,657 and convertible loans from Ameritech and 4C Ventures
totaling $1,500,000 ($1,250,000 received in June 1996 and $250,000 received in
July 1996). The $1,500,000 in convertible loans was converted to common stock
concurrent with the Company's initial public offering during the quarter ended
September 30, 1996.
In August 1996, the Company completed an initial public offering of
its common stock which provided the Company with net proceeds of approximately
$5.2 million. The Company expects to incur additional substantial losses at
least through the end of calendar 1997, but anticipates that the net proceeds
from its initial public offering, together with existing sources of liquidity,
will provide adequate cash to fund its operations for the next twelve months at
its anticipated level of operations.
8
<PAGE>
FUTURE OPERATING RESULTS
Since its inception in 1993, the Company has incurred significant
losses, has had substantial negative cash flow, and has realized limited
revenues. At September 30, 1996, the Company had an accumulated deficit of
$6,397,770, and had incurred operating losses of $2,620,851 in the nine months
ended September 30, 1996 and $882,058 in the three months ended September 30,
1996. The Company expects to continue to incur substantial operating losses at
least through its fiscal year ending December 31, 1997.
The Company's operating results have in the past been, and are
expected in the future to be, subject to significant fluctuations on both a
quarterly and annual basis. Specifically, the Company expects that operating
results will fluctuate as a result of the timing and success of the Company's
efforts to establish and maintain distribution partners, the ability of the
Company to develop and release new products on a timely basis, and the
successful marketing and customer acceptance of its products. The Company's
results are also affected by the timing and extent of product development,
engineering, and sales and marketing expenses. The Company presently intends to
devote substantial resources towards product development, which may affect its
investment and performance in other activities and in turn affect reported
operating results in future periods. In addition, the Company's results may be
affected by seasonal and other fluctuations in demand for its products, changes
in government regulations as well as by the general state of the domestic and
global economy. The Company is currently in the process of investing substantial
resources in the marketing and distribution of its products and there can be no
assurance that these investments will produce positive operating results.
This Report on Form 10-QSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such statements include those referring to the
period of time the Company's existing capital resources will meet the Company's
future capital needs, the Company's operating results, the market acceptance of
the products of the Company, its efforts to establish and maintain distribution
partners and the extent of the Company's investment in the marketing and
distribution of its current products and research and development with regard to
future products. Actual events and results could differ materially from those
projected in the forward-looking statements as a result of a variety of factors,
including those risk factors set forth in the preceding two paragraphs,
elsewhere in this report, and in the Company's amended Form SB-2 declared
effective August 6, 1996; especially those regarding the Company's operating
results and future activities and those regarding the development of the
personal communications management market.
PART II. OTHER INFORMATION
- ---------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A special meeting of shareholders was held on July 8, 1996 to vote on
the following matters (all share numbers are pre-split unless indicated):
1. To elect Jean-Claude Asscher, Charlie Bass, Edward M. Esber, Jr., and
Martin Mazner as directors to serve for the following year and until their
successors are elected.
2. To approve the amendment of the Company's Articles of Incorporation to (i)
effect a 1 for 10 reverse stock split, (ii) require the conversion of all
Preferred Stock to Common Stock upon the closing of an initial public
offering, and (iii) authorize 35,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock.
3. To approve the amendment of the Company's Articles of Incorporation
subsequent to the Company's initial public offering in order to delete
provisions of the Articles of Incorporation related to the currently
9
<PAGE>
outstanding Preferred Stock.
4. To approve and ratify a form of Indemnification Agreement to be entered
into between the corporation and Jean-Claude Asscher, Charlie Bass, Edward
M. Esber, Jr., and Martin Mazner, its directors, officers and agents.
5. To approve amendments to the corporation's Incentive Stock Plan to (i)
increase the number of shares of Common Stock reserved for issuance
thereunder, (ii) cause the 1993 Amended Incentive Stock Plan to comply with
the provisions of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended and make certain other technical changes and (iii) limit the
maximum number of shares which can be granted to any employee during any
fiscal year.
6. To ratify the loan made by the corporation in November 1995 to Martin
McKendry.
7. To ratify the appointment of Ernst & Young LLP as independent public
accountants of the corporation for the year ending December 31, 1996.
Results of the Shareholder Vote:
1. Election of Directors:
The Series A-3 Preferred shareholders voted only on the election of Charlie
Bass as a director. All other nominees were voted on by the remaining
shareholders. The election of directors was approved as follows:
In Favor Against Withheld
---------- ------- --------
Charlie Bass 1,437,500 0 0
Jean-Claude Asscher 17,104,311 115,100 0
Edward M. Esber, Jr. 17,104,311 115,100 0
Martin Mazner 17,104,311 115,100 0
In Favor Against Withheld
---------- ------- --------
2. Amendment and restatement of the 17,028,756 115,100 75,555
Articles of Incorporation:
In Favor Against Withheld
---------- ------- --------
3. Amendment and restatement of the 17,028,756 115,100 75,555
Articles of Incorporation
subsequent to the Company's
initial public offering:
In Favor Against Withheld
---------- ------- --------
4. Approval and ratification of form 17,104,311 115,100 0
of Indemnification Agreement:
10
<PAGE>
In Favor Against Withheld
---------- ------- --------
5. Amendment of 1993 Incentive Stock 17,104,311 115,100 0
Plan:
In Favor Against Withheld
---------- ------- --------
6. Ratification of loan to Martin 17,219,411 0 0
McKendry:
In Favor Against Withheld
---------- ------- --------
7. Ratification of Ernst & Young LLP 17,219,411 0 0
as independent public accountants
of the corporation for the year
ending December 31, 1996:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS
11.1 - Weighted Average Shares Computation
27 - Financial Data Schedule
B) Reports on Form 8-K
No reports on Form 8-K were filed in the quarter ending September 30, 1996.
11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 12, 1996 SOLOPOINT, INC.
by:/s/Edward M. Esber, Jr.
--------------------------
Edward M. Esber, Jr.
CEO & President
(Duly Authorized Officer and
Principal Financial Officer)
12
<PAGE>
EXHIBIT 11.1
SOLOPOINT, INC.
WEIGHTED AVERAGE SHARES COMPUTATION
September 30, 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- ---------------------
1996 1995 1996 1995
---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Weighted average common shares outstanding.................. 2,570,875 414,670 1,284,936 414,670
Common equivalent shares from stock options,
warrants, and Series A-6 and A-7
preferred stock granted or issued
during the twelve month period (1)................... - 1,050,185 - 1,050,185
--------- --------- --------- ---------
Weighted average common shares outstanding.................. 2,570,875 1,464,855 1,284,936 1,464,855
========= ========= ========= =========
(1) Calculated as follows:
Series A-6 and A-7 convertible preferred
stock issued during the period September 15,
1995 through September 14, 1996................... 642,853
Issuance of common stock during the period
September 15, 1995 through September 14, 1996..... 362,062
Options granted during the period September 15,
1995 through September 14, 1996................... 50,300
---------
1,055,215
Shares assumed repurchased under the
treasury stock method............................. (5,030)
---------
1,050,185
=========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> $5,558,959
<SECURITIES> 0
<RECEIVABLES> $103,586
<ALLOWANCES> 0
<INVENTORY> $605,302
<CURRENT-ASSETS> $6,283,279
<PP&E> $374,454
<DEPRECIATION> $175,977
<TOTAL-ASSETS> $6,543,256
<CURRENT-LIABILITIES> $519,895
<BONDS> 0
0
0
<COMMON> $12,415,055
<OTHER-SE> ($6,555,270)
<TOTAL-LIABILITY-AND-EQUITY> $6,543,256
<SALES> $103,910
<TOTAL-REVENUES> $103,910
<CGS> $85,884
<TOTAL-COSTS> $2,638,877
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $20,739
<INCOME-PRETAX> ($2,600,112)
<INCOME-TAX> 0
<INCOME-CONTINUING> ($2,600,112)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> ($2,600,112)
<EPS-PRIMARY> ($2.02)
<EPS-DILUTED> 0
</TABLE>
