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 quarterly period ended September 30, 1996
{} TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from ______ to ________
Commission File Number 333-8305
UTG COMMUNICATIONS INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 13-3895294
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Baarerstrasse 75, 6300, Zug, Switzerland Not Applicable
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-4141-729-8282
Not Applicable
(Former Name, Former Address and Former Year, If Changed Since Last Report)
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__
10,406,000 shares of Common Stock were outstanding on November 13, 1996.
Transitional Small Business Disclosure Format (check one):
Yes _____ No __X__
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 1996
INDEX
-----
Consolidated Balance Sheet (Unaudited) 3
Consolidated Statement of Operations (Unaudited) 4
Consolidated Statement of Stockholders' Equity (Unaudited) 5
Consolidated Statement of Cash Flows (Unaudited) 6
Notes to Consolidated Financial Statements 7 - 11
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<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
September 30, 1996 June 30, 1996
------------------ -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 147,902 $ 2,727,328
Subscription Receivable 400,000 --
Accounts Receivable 62,972 --
Prepaid Expenses and Other Current Assets 157,045 195,493
Due from Affiliate 319,099 174,822
----------- -----------
Total Current Assets 1,087,018 3,097,643
Property and Equipment, at Cost,
Net of Accumulated Depreciation of $239,418
and $58,109 at September 30, 1996 and
June 30, 1996, respectively 1,824,172 1,198,110
Organization Costs, Net of Accumulated
Amortization of $2,684 and $955 at
September 30, 1996 and June 30, 1996, respectively 24,821 15,232
Deferred Taxes -- --
Other Assets 19,127 10,761
----------- -----------
Total Assets $ 2,955,138 $ 4,321,746
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 1,186,516 $ 1,057,181
Loan Payable -- 1,000,000
----------- -----------
Total Current Liabilities 1,186,516 2,057,181
----------- -----------
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Common Stock - $0.00001 Par Value
Authorized 20,000,000 shares;
10,406,000 Issued and Outstanding 104 100
Additional Paid-in-Capital 3,965,537 3,088,474
Retained Deficit (2,238,772) (781,334)
Foreign Currency Translation Adjustment 41,736 (42,692)
Minority Interest 17 17
----------- -----------
Total Stockholders' Equity 1,768,622 2,264,565
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,955,138 $ 4,321,746
=========== ===========
</TABLE>
-3-
<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
For the
Quarter Six Month
Ended Period Ended
----------- -----------
September 30, 1996
---------------------------
<S> <C> <C>
NET SALES $ 68,319 $ 93,562
COST OF SALES 153,631 216,271
----------- -----------
GROSS PROFIT (85,312) (122,709)
----------- -----------
SELLING AND TECHNICAL EXPENSES
Consulting Fees 68,726 181,391
Technical Fees 304,382 351,077
Sales Salaries 58,243 87,254
Other Selling Expenses 21,791 30,974
----------- -----------
Total Selling and Technical Expenses 453,142 650,696
----------- -----------
LOSS FROM OPERATIONS BEFORE
GENERAL AND ADMINISTRATIVE EXPENSES (538,454) (773,405)
----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES
Salaries 106,074 262,633
Travel Expenses 23,525 116,663
Management and Consulting Fees 208,574 305,160
Depreciation and Amortization 187,305 247,205
Professional Fees 57,297 115,479
Employment Agency Fees 45,406 67,743
Insurance Expense 4,820 18,881
Rent Expense 10,445 20,755
Association Fees 24,412 24,412
Other Taxes 35,373 35,373
Other Operating Expenses 78,166 103,900
----------- -----------
Total General and Administrative Expenses 781,397 1,318,204
----------- -----------
LOSS FROM OPERATIONS (1,319,851) (2,091,609)
OTHER (INCOME) EXPENSES
Interest Income (7,305) (16,775)
Interest Expense 49,904 69,357
Loss From Foreign Currency 94,988 94,581
----------- -----------
Total Other Expenses 137,587 147,163
----------- -----------
NET LOSS $(1,457,438) $(2,238,772)
=========== ===========
LOSS PER COMMON SHARE $ (.14) $ (.22)
=========== ===========
</TABLE>
-4-
<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE PERIOD ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
Additional Foreign
Common Stock Paid-In Accumulated Currency
Shares Amount Capital Deficit Adjustment
--------------------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1996 -- $ -- $ -- $ -- $ --
Net Loss - April 1, 1996 to June 30, 1996 -- -- -- (781,334) --
Issuance of Common Stock 10,006,000 100 3,088,474 -- --
Foreign Currency Translation Adjustment -- -- -- -- (42,692)
Minority Interest -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Balance at June 30, 1996 10,006,000 100 3,088,474 (781,334) (42,692)
Net Loss - July 1, 1996 to September 30, 1996 -- -- -- (1,457,438) --
Offering Costs -- -- (122,933) -- --
Issuance of Common Stock 400,000 4 999,996 -- --
Foreign Currency Translation Adjustment -- -- -- -- 84,428
----------- ----------- ----------- ----------- -----------
Balance at September 30, 1996 10,406,000 $ 104 $ 3,965,537 $(2,238,772) $ 41,736
=========== =========== =========== =========== ===========
<CAPTION>
Total
Minority Stockholders'
Interest Equity
----------- ------------
<S> <C> <C>
Balance at March 31, 1996 $ -- $ --
Net Loss - April 1, 1996 to June 30, 1996 -- (781,334)
Issuance of Common Stock -- 3,088,574
Foreign Currency Translation Adjustment -- (42,692)
Minority Interest 17 17
----------- -----------
Balance at June 30, 1996 17 2,264,565
Net Loss - July 1, 1996 to September 30, 1996 -- (1,457,438)
Offering Costs -- (122,933)
Issuance of Common Stock -- 1,000,000
Foreign Currency Translation Adjustment -- 84,428
----------- -----------
Balance at September 30, 1996 $ 17 $ 1,768,622
=========== ===========
</TABLE>
-5-
<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 30, 1996
<TABLE>
<S> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss $(2,238,772)
Adjustments to Reconcile Net Loss to
Net Cash Used by Operating Activities
Depreciation and Amortization 247,205
Changes in Certain Assets and Liabilities:
Increase in Accounts Receivable (62,972)
Increase in Prepaid Expenses (157,045)
Increase in Organization Costs (27,505)
Increase in Other Assets (19,127)
Increase in Due From Affiliate (319,099)
Increase in Accounts Payable and Accrued Expenses 1,186,516
-----------
Total Cash (Used) by Operating Activities (1,390,799)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (2,063,590)
-----------
Total Cash (Used) By Investing Activities (2,063,590)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contribution to Capital 3,688,574
Offering Costs (122,933)
Minority Interest 17
-----------
Total Cash Provided By Financing Activities 3,565,658
-----------
EFFECTS OF EXCHANGE RATE
CHANGES ON CASH 36,633
-----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 147,902
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD --
-----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 147,902
===========
CASH PAID DURING THE YEAR FOR:
Interest Expense $ 19,944
===========
Income Taxes $ --
===========
</TABLE>
NON-CASH FINANCING ACTIVITIES:
The Company issued common stock in exchange for a stock subscription
agreement. As of September 30, 1996, the receivable on the agreement
totalled $400,000.
-6-
<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Regulation
S-B. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair
presentation have been included.
For further information refer to the financial statements and
footnotes included in the Registrant's Prospectus on Form 10-KSB for
the period ended April 30, 1996.
The results of Operations for any interim period are not necessarily
indicative of the results to be expected for the full fiscal year
ended March 31, 1997.
The accompanying consolidated financial statements include the
accounts of UTG Communications International, Inc. ("The Company"), a
holding company organized under the laws of the state of Delaware on
April 17, 1996 and its subsidiaries:
1) UTG Communications Holding AG, ("UTGH"),incorporated under
the laws of Switzerland on February 29, 1996 (owned 99.9% by
the Company);
2) UTG Communications Europe AG, ("UTGAG"), incorporated under
the laws of Switzerland on March 28, 1996 (owned 100% by
UTGH);
3) UTG Communications Belgium, ("UTGBG"), Incorporated under
the laws of Belgium on June 27, 1996 (owned 100% by UTGH);
and
4) United Telecom GMBH, ("UTGmbH"), Incorporated under the laws
of Switzerland on May 28, 1996 (owned 100% by UTGH).
All significant intercompany accounts and transactions have been
eliminated in consolidation.
b) Line of Business
The Company is a switch-based provider of private voice, fax and data
management telecommunication services in Europe and North America.
c) Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.
-7-
<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d) Organization Costs
Organization costs consist of legal and other administrative costs
incurred relating to the formation of the Company. These costs have
been capitalized and will be amortized over a period of five years.
e) Property and Equipment
Property and equipment is stated at cost. Depreciation is computed
using the declining balance method based upon the estimated useful
lives of the various classes of assets. Maintenance and repairs are
charged to expense as incurred.
f) Translation of Foreign Currency
The Company translates the foreign currency financial statements of
its Switzerland subsidiaries, UTGH and UTGAG, in accordance with the
requirements of Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation". Assets and liabilities are translated
at current exchange rates, and related revenues and expenses are
translated at average exchange rates in effect during the period.
Resulting translation adjustments are recorded as a separate component
in stockholders' equity. Foreign currency transaction gains and losses
are included in determining net income.
g) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
h) Loss Per Share
Loss per share is based on the weighted average number of shares of
common stock outstanding during the period.
i) Income Taxes
Income taxes are provided for based on the liability method of
accounting pursuant to Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes". The liability method
requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of temporary differences between
the reported amount of assets and liabilities and their tax basis.
-8-
<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - SUBSCRIPTION RECEIVABLE
On August 15, 1996, the Company entered into a subscription agreement to
sell 400,000 shares of its common stock to Interfinance Inv. Co., Ltd. for
an aggregate price of $1,000,000 consisting of $10,000 in cash and a
secured promissory note dated August 15, 1996 in the amount of $990,000.
The note provides for interest at the rate of 7% per annum on the principal
balance and matures on February 1, 1997. The note is secured by the
aforementioned 400,000 shares of common stock being purchased through this
subscription agreement. As of September 30, 1996, $600,000 was received
relating to the agreement.
It is agreed by the parties that the stock certificate representing the
shares shall be issued by the Company within 10 days of the effective date
of a registration statement covering the shares.
NOTE 3 - LOAN PAYABLE
Financing for the start-up operations of UTGH was provided by a loan
agreement between UTGH and Hedag AG (HAG) dated March 27, 1996, for
$1,000,000 bearing interest at 7% per annum payable semi-annually on
September 30, 1996 and March 31, 1997.
The Company repaid to HAG the entire principal balance of $1,000,000, plus
accrued interest of $19,444 on July 4, 1996.
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment at September 30, 1996 is summarized as follows:
<TABLE>
<S> <C>
Telecommunications Equipment $ 1,824,691
Computer Equipment 144,080
Furniture and Fixtures 49,792
Auto 45,027
-----------
2,063,590
Less: Accumulated Depreciation 239,418
-----------
$ 1,824,172
===========
</TABLE>
NOTE 5 - MINORITY INTEREST
Minority interest represents less than a 1% share of the common equity and
net loss of the Company's subsidiary UTGH.
-9-
<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - FOREIGN OPERATIONS
Substantially all of UTGH's and UTGAG's operations take place in the
country of Switzerland.
Substantially all of UTGH's and UTGAG's identifiable assets are located in
Switzerland and the United Kingdom.
UTGB and UTGmbH are inactive companies as of September 30, 1996.
NOTE 7 - INCOME TAXES
Deferred income taxes are determined based upon differences between the tax
basis of the Company's assets and liabilities and their financial statement
carrying amounts, multiplied by the applicable statutory income tax rate.
Significant components of the Company's deferred tax liabilities and assets
are as follows:
<TABLE>
<S> <C>
Deferred Tax Assets
Net Operating Loss Carryforwards $ 783,000
Less: Valuation Allowance (783,000)
------------
Total Deferred Tax Assets $ --
============
</TABLE>
At September 30, 1996, the Company had a net operating loss which will be
available to reduce future taxable income. The full realization of the tax
benefit associated with the carryforward depends predominantly upon the
Company's ability to generate taxable income during the carryforward
period. Because of the current uncertainty of realizing such tax asset in
the future, a valuation allowance has been recorded equal to the amount of
the net deferred tax asset.
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company has related party transactions with UTG Communications Ltd. UK
(UTK), a company they share common ownership with.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company has several employment agreements, the terms of which expires
at various times through April 1999.
-10-
<PAGE>
UTG COMMUNICATIONS INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 - SUBSEQUENT EVENTS
During October and November 1996, the Company subsequently received the
$400,000 receivable balance relating to the subscription agreement with
Interfinance Inv. Co., Ltd. (See Note 2).
-11-
<PAGE>
Item 2. Plan of Operation
The Company is a development stage company that provides quality private
voice, fax and data management telecommunications services in Switzerland,
Belgium and Germany, primarily to business and business groups at prices which
are generally below those of major telecommunications carriers. During the 12
month period following September 30, 1996, the Company intends to focus on
expanding its customer base in Switzerland, and also intends to expand its
customer base in Belgium and Germany, where the Company has recently commenced
operations. The Company will also explore expansion possibilities in other
countries of the European Union (the "EU") if business and regulatory conditions
warrant. The Company has entered into international telecommunications service
agreements with various international telecommunications carriers for the
exchange of traffic. Pursuant to these agreements, the Company will, by the end
of November 1996, re-sell telecommunication minutes on its bandwidth at a
profit. The Company intends to upgrade its network and information systems as
required to remain competitive. The Company believes that its current level of
employees is sufficient for its current operations. As the Company expands, it
intends to hire additional employees to meet its needs.
The Company has raised approximately $4 million from private placements,
and as of November 8, 1996 the Company has received all amounts payable to it in
connection with such private placements. On September 6, 1996, the Company's
registration statement registering shares of the Company's Common Stock for
selling stockholders was declared effective by the Securities and Exchange
Commission. The Company did not receive any proceeds in connection with such
registration. The Company used the funds raised in its private placements to
repay a $1 million loan from Hedag AG, together with $19,444 in interest, to
purchase approximately $1 million in equipment, for the establishment of its
business, including legal, accounting and consulting fees, for expenses incurred
in connection with its registration statement and for working capital and
general corporate purposes. The Company has begun to generate limited revenue
from operations.
The Company has experienced unanticipated delays and cost overruns in
setting up its network. However, the Company's new switch became fully
operational on November 5, 1996. The Company believes that its network will have
adequate capacity for the next six months. Following such six month period, the
Company believes it will need to expand the capacity of its network to meet its
projected higher level of operations. There can be no assurance that the
Company's business will expand or that if such expansion occurs that the Company
will have adequate capital resources.
During the next 30 days the Company plans to raise up to $1 million of
additional capital, most probably through the sale of debt or equity. The
Company believes such additional capital will enable it to meet short term cash
requirements and improve the likelihood of obtaining lease financing. If the
Company raises such capital through the sale of equity, current stockholders
will experience dilution. If the Company does not raise such capital, it will
have to scale back its expansion plans until additional financing can be
arranged. If the Company is able to raise such capital, the Company believes
that its cash and revenues from operations, together with funds expected to be
received either from leasing its newly purchased equipment and/or from project
financing, will be sufficient to maintain the Company's operations at their
current level for the 12 month period following the date of this Report. In
order to finance its projected expansion during such 12 month period, the
Company will need additional financing. In this regard the Company has been
exploring various options including, the issuance of equity and/or debt and
various asset based financing and lease financing options. The need for
additional financing and the timing of such financing will depend on the
Company's future operating revenues and future expansion plans, which are
subject to change over time. Additionally, the Company may require additional
financing during such period in the event of delays, costs overruns or
unanticipated expenses. There can be no assurance that the Company will ever
generate sufficient revenues to produce an operating profit. While the Company
believes that it will be able to raise the capital it will require to fund its
current operations and its projected expansion plans, there can be no assurance
that the Company will be able to obtain such additional financing or that such
financing, if available, will be on acceptable terms. If the Company is unable
to arrange for such financing the Company would be materially and adversely
affected and would have to substantially reduce operations.
Certain statements in this Report under the caption "Plan of Operation"
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including, without limitation,
statements regarding future cash requirements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company, or industry
results, to be
-12-
<PAGE>
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: delays in expanding the Company's network; failure
to receive or delays in receiving regulatory approval; general economic and
business conditions; industry capacity; industry trends; demographic changes;
competition; material costs and availability; the loss of any significant
customers; changes in business strategy or development plans; quality of
management; availability, terms and deployment of capital; business abilities
and judgment of personnel; availability of qualified personnel; changes in, or
the failure comply with, government regulations; and other factors referenced in
this Report.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Items 2 - 5. Not applicable
Item 6. Exhibits and Report on Form 8-K
(a) Exhibits
27 Financial data schedule
(b) Reports on Form 8-K
There were no reports on form 8-K filed during the quarter ended June
30, 1996
-13-
<PAGE>
SIGNATURES
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.
UTG COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Ronald Kuzon
------------------------------------
Ronald Kuzon
Treasurer and Secretary
Principal Financial Officer
November 13, 1996
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
UTG COMMUNICATIONS INTERNATIONAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 147,902
<SECURITIES> 0
<RECEIVABLES> 462,972
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,087,018
<PP&E> 2,063,590
<DEPRECIATION> 239,418
<TOTAL-ASSETS> 2,955,138
<CURRENT-LIABILITIES> 1,186,516
<BONDS> 0
0
0
<COMMON> 104
<OTHER-SE> 1,768,518
<TOTAL-LIABILITY-AND-EQUITY> 2,955,138
<SALES> 93,562
<TOTAL-REVENUES> 93,562
<CGS> 216,271
<TOTAL-COSTS> 1,968,900
<OTHER-EXPENSES> 77,806
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 69,357
<INCOME-PRETAX> (2,238,772)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,238,772)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,238,772)
<EPS-PRIMARY> (.22)
<EPS-DILUTED> (.22)
</TABLE>
