<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-22141
COMPLETE BUSINESS SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
MICHIGAN
(State or Other Jurisdiction of
Incorporation or Organization)
38-2606945
(IRS Employer
Identification No.)
32605 WEST TWELVE MILE ROAD
SUITE 250
FARMINGTON HILLS, MICHIGAN 48334
(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (248) 488-2088
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]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
NO PAR VALUE 9,300,000
(Class of Common Stock) (Outstanding as of May 13, 1997)
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COMPLETE BUSINESS SOLUTIONS, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements........................................ 3
Consolidated Statements of Income........................... 3
Condensed Consolidated Balance Sheets....................... 4
Condensed Consolidated Statements of Cash Flows............. 5
Notes to Condensed Consolidated Financial Statements........ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................ 11
SIGNATURES............................................................. 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COMPLETE BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1997 1996
------- -------
<S> <C> <C>
Revenues.................................................... $24,275 $19,128
Cost of revenues:
Salaries, wages and employee benefits..................... 14,716 12,536
Contractual services...................................... 1,768 719
Project travel and relocation............................. 1,070 696
Depreciation and amortization............................. 364 333
------- -------
Total cost of revenues............................ 17,918 14,284
------- -------
Gross profit...................................... 6,357 4,844
Selling, general and administrative expenses................ 4,576 3,613
------- -------
Income from operations............................ 1,781 1,231
Interest expense (income)................................... (65) 141
------- -------
Income before provision for income taxes and
minority interest............................... 1,846 1,090
Provision for income taxes.................................. 1,135 17
Minority interest........................................... 82 35
------- -------
Net income........................................ $ 629 $ 1,038
======= =======
<CAPTION>
PRO FORMA INFORMATION
(UNAUDITED)
-----------------------
<S> <C> <C>
Net income as reported...................................... $ 629 $ 1,038
Pro forma adjustment to provision for income taxes.......... (560) 358
------- -------
Pro forma net income........................................ $ 1,189 $ 680
======= =======
Pro forma net income per common share....................... $ .15 $ .09
======= =======
Weighted average shares outstanding......................... 7,812 7,524
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
COMPLETE BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $18,218 $ 3,382
Accounts receivable, net.................................. 18,164 20,741
Prepaid expenses and other................................ 962 1,136
------- -------
Total current assets................................... 37,344 25,259
------- -------
Property and equipment, net................................. 5,087 5,167
Goodwill, net............................................... 2,919 --
Other assets................................................ 687 832
------- -------
Total assets........................................... $46,037 $31,258
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 3,027 $ 2,304
Accrued payroll and related costs......................... 4,622 4,907
Revolving credit facility................................. -- 5,400
Distribution and loan payable to shareholders............. 1,256 --
Current portion of deferred revenue....................... 1,058 1,124
Current portion of long-term debt......................... -- 486
Other accrued liabilities................................. 1,698 961
------- -------
Total current liabilities.............................. 11,661 15,182
------- -------
Deferred revenue, less current portion...................... 289 317
Long-term debt, less current portion........................ -- 305
Deferred taxes.............................................. 300 --
Minority interest........................................... -- 1,503
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value, 1,000,000 shares
authorized, none issued................................ -- --
Common stock, no par value, 30,000,000 shares authorized,
9,300,000 and 6,447,368 shares issued and outstanding
as of March 31, 1997 and December 31, 1996,
respectively........................................... -- --
Additional paid-in capital................................ 35,902 3,226
Retained earnings......................................... 286 13,049
Stock subscriptions receivable............................ (2,125) (2,125)
Cumulative translation adjustment......................... (276) (199)
------- -------
Total shareholders' equity............................. 33,787 13,951
------- -------
Total liabilities and shareholders' equity............. $46,037 $31,258
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
4
<PAGE> 5
COMPLETE BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
-----------------
1997 1996
------- ------
<S> <C> <C>
Net income.................................................. $ 629 $1,038
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 601 520
Provision for doubtful accounts........................... 72 30
Minority interest......................................... 82 35
Change in assets and liabilities --
Accounts receivable.................................... 2,505 (839)
Prepaid expenses and other............................. 174 (63)
Other assets........................................... 5 (71)
Accounts payable....................................... 723 (243)
Accrued payroll and related costs and other
liabilities........................................... 507 242
Deferred revenue....................................... (94) (1)
Deferred taxes......................................... 300 --
------- ------
Net cash provided by operating activities............ 5,504 648
------- ------
Cash flows from investing activities:
Investment in computer software........................... -- (195)
Purchases of property and equipment....................... (369) (550)
------- ------
Net cash used in investing activities................ (369) (745)
------- ------
Cash flows from financing activities:
Net payments on revolving credit facility................. (5,400) (50)
Payments on long-term debt................................ (791) (165)
Net proceeds from issuance of common stock................ 23,892 --
S Corporation distribution................................ (8,000) --
------- ------
Net cash provided by (used in) financing
activities.......................................... 9,701 (215)
------- ------
Effect of exchange rate changes on cash..................... -- 2
------- ------
Increase (decrease) in cash and cash equivalents............ 14,836 (310)
------- ------
Cash and cash equivalents at beginning of period............ 3,382 830
------- ------
Cash and cash equivalents at end of period.................. $18,218 $ 520
======= ======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest............................................... $ 46 $ 136
Income Taxes........................................... $ 459 $ --
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
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COMPLETE BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
NOTE (1) BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared by management, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly the financial position of Complete Business Solutions, Inc. (the Company)
as of March 31, 1997 and December 31, 1996, the results of its operations for
the three months ended March 31, 1997 and 1996, and cash flows for the three
months ended March 31, 1997 and 1996. These financial statements should be read
in conjunction with the consolidated financial statements and footnotes thereto
included in the Company's Registration Statement on Form S-1 for the year ended
December 31, 1996.
The results of operations for the three months ended March 31, 1997 are not
necessarily indicative of the results to be expected in future quarters or for
the full fiscal year ending December 31, 1997.
Certain reclassifications have been made to the 1996 financial statements
to conform with the 1997 presentation.
NOTE (2) PRINCIPLES OF CONSOLIDATION AND ORGANIZATION
The condensed consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in the accompanying condensed consolidated
financial statements.
As of December 31, 1996, the Company owned 72% of CBS Complete Business
Solutions (Mauritius) Limited (CBS Mauritius) and an unrelated entity owned the
remaining 28%. CBS Mauritius owns 100% of Complete Business Solutions (India)
Private Limited (CBS India). As authorized in the CBS Mauritius Shareholders
Agreement and in connection with the initial offering of the Company's common
stock, the 28% shareholder of CBS Mauritius converted its ownership interest in
CBS Mauritius into 552,632 shares of the Company's common stock. The acquisition
of the minority shares was accounted for under the purchase method of
accounting. The excess of the aggregate purchase price over the fair value of
the net assets acquired has been recognized as goodwill of approximately $2,931
in the condensed consolidated balance sheets. The impact of this transaction on
prior years was not significant, therefore pro forma information has not been
provided.
NOTE (3) COMMON STOCK OFFERING
In March 1997, the Company completed an initial public offering of
2,500,000 shares of its common stock at a price of $12.00 per share. The
offering consisted of 2,300,000 shares of newly issued common stock and 200,000
shares sold by a selling shareholder. After underwriting discounts, commissions
and other issuance costs, net proceeds to the Company from the offering were
approximately $23,892.
NOTE (4) INCOME TAXES
Prior to March 4, 1997, the shareholders of the Company had elected, under
the provisions of Subchapter S of the United States Internal Revenue Code, to
have income and related tax benefits of the Company included in the taxable
income of the shareholders. As a result, no provision for U.S. federal or state
income taxes has been included in the historical consolidated statements of
income prior to March 4, 1997.
6
<PAGE> 7
On March 4, 1997, in connection with the common stock offering discussed in
Note 3, the shareholders and the Company revoked the Subchapter S election,
thereby subjecting future income of the Company to federal and state income
taxes at the corporate level. Accordingly, the application of the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes", resulted in the recognition of deferred tax assets and liabilities, and
a corresponding charge to the provision for income taxes of approximately $920
during the three month period ending March 31, 1997.
Subsequent to March 4, 1997, the Company has provided federal and state
income taxes in the consolidated statements of income based on the effective tax
rate. The unaudited pro forma net income in the consolidated statements of
income have been presented after a pro forma adjustment to provision for income
taxes to reflect net income as if the Subchapter S election had been revoked
prior to January 1, 1996.
CBS Mauritius is incorporated in Mauritius and is not subject to income
taxes. CBS India is an Indian corporation subject to income taxes and receives
exemptions from Indian income taxes under free trade zone and software exporters
provisions of Indian tax law. CBS-India is subject to a minimum alternative tax
with an effective rate of approximately 13% of CBS India's income. This tax
provision has been included in the consolidated statements of income as part of
the provision for income taxes. The Company considers all undistributed earnings
of its foreign subsidiaries to be permanently invested. Therefore, no United
States income taxes have been provided on these earnings.
NOTE (5) EARNINGS PER SHARE
Statement of Financial Accounting Standards No. 128, "Earnings per Share",
was issued in February 1997. The Company will be required to adopt the new
standard for the year and the quarter ended December 31, 1997. Early adoption of
this standard is not permitted. The primary requirements of this standard are;
the replacement of primary earnings per share with basic earnings per share
which eliminates the dilutive effect of options and warrants; use of average
share price in applying the treasury method to compute dilution for options and
warrants for diluted earnings per share; and a disclosure reconciling the
numerator and denominator of earnings per share calculations. The effect of this
accounting change on pro forma net income per share is as follows:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31,
---------------
1997 1996
---- ----
<S> <C> <C>
Per share amounts --
Pro forma net income per common share as reported........... $.15 $.09
Effect of SFAS No. 128...................................... .01 .01
---- ----
Pro forma basic net income per common share................. $.16 $.10
==== ====
Pro forma diluted net income per common share............... $.15 $.09
==== ====
</TABLE>
NOTE (6) LEGAL PROCEEDINGS
As previously reported, the Company received a third-party complaint filed
against it and other parties on February 3, 1997, by Network Six, Inc. ("NSI")
in the Circuit Court of the First Circuit for the State of Hawaii. The
third-party claims are asserted in an action that the State of Hawaii has
brought against NSI. The Company has also received an answer and counterclaim,
dated January 31, 1997 served by NSI in an action brought by the Company against
NSI in the Superior Court of the State of Rhode Island. The Company acted as a
subcontractor to NSI in connection with the development of software for the
State of Hawaii. Additionally, NSI and the Company were parties to a letter of
intent, now terminated, for the purpose of exploring a business combination or
merger. The Company's suit against NSI in Rhode Island, as well as the State of
Hawaii's suit against NSI in Hawaii, arose from the Hawaii software project.
7
<PAGE> 8
The allegations of NSI's third-party complaint in the Hawaii action and
NSI's counterclaim in the Rhode Island action are substantially identical. NSI
alleges that the Company wrongfully used information gained in connection with
the letter of intent to attempt to gain control of the State of Hawaii project,
interfered with NSI's relationship with the State of Hawaii, employed or
solicited the employment of NSI employees in violation of contract, and
otherwise breached contractual or other obligations to NSI. NSI seeks damages of
$481 from the Company for services and personnel allegedly provided it to NSI,
damages of $60,000 predicated on a decline in the market value of NSI's
publicly-traded stock, and other unspecified losses.
The Company believes that it has not breached any contractual or other
obligation to NSI as alleged either in the third-party complaint or the
counterclaim, and that it possesses meritorious defenses or set-offs to all of
NSI's claims. The Company does not believe that NSI's actions will result in
material liability to it, or that they will have a material adverse effect on
its financial condition, or operations, and intends to vigorously contest the
claims asserted in both actions.
The Company is also, from time to time, a party to ordinary, routine
litigation incidental to the Company's business. The Company does not believe
that the ultimate resolution of any other existing matter will have a material
adverse effect on its financial condition, results of operations or cash flows.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with the condensed
consolidated financial statements and the notes thereto included in this
Quarterly Report, and with Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in the Company's Registration
Statement on Form S-1 for the year ended December 31, 1996.
RESULTS OF OPERATIONS
Revenues
The Company's revenues increased approximately 27% to $24.3 million for the
three month period ending March 31, 1997 from $19.1 million for the same period
in 1996. This growth in revenues is primarily attributable to an approximate 13%
increase in the Company's IT professional staff from March 31, 1996 to March 31,
1997, an approximate 9% increase in average U.S. billing rates, further
expansion of the Company's international operations, and additional services
provided to existing clients. Revenues from the Company's international
operations increased approximately 31% to $1.7 million for the three month
period ending March 31, 1997 from $1.3 million for the same period in 1996.
Revenues for the three month period ending March 31, 1997 from existing clients
increased $1.9 million over revenues from those clients during the same period
in 1996.
Gross Profit
Gross profit increased approximately 31% to $6.4 million for the three
month period ending March 31, 1997 from $4.8 million for the same period in
1996. This increase is primarily attributable to the increases in the Company's
IT professional staff and average U.S. billing rates, as well as the expansion
of the Company's international operations. Gross profit as a percentage of
revenues increased to approximately 26% for the three month period ending March
31, 1997 from approximately 25% for the same period in 1996. This increase is
due primarily to the Company's continued strategic shift of its business toward
higher margin service offerings, offset slightly by increased costs related to
the Company's expansion of training and development of its IT professional
staff. For the three month period ending March 31, 1997, approximately 25% of
revenues were generated from contract programming services, as compared with
approximately 40% for the same period in 1996. Gross profit for contract
programming services and other service offerings was approximately 22% and 27%,
respectively, for the three month period ending March 31, 1997.
Selling, General and Administrative
Selling, general and administrative expenses increased approximately 27% to
$4.6 million for the three month period ending March 31, 1997 from $3.6 million
for the same period in 1996. This increase resulted from the continued expansion
of the Company's direct selling and marketing effort, further enhancement of the
infrastructure, and other general overhead cost increases necessary to support
the Company's continued revenue growth. As a percentage of revenues, selling,
general and administrative expenses represented 19% in both the three month
periods ending March 31, 1997 and 1996.
Other Expense (Income)
Other expense (income) represents interest earned on short term
investments, net of interest expense on borrowings. The decrease in other
expense to $(65) thousand for the three month period ending March 31, 1997 from
$141 thousand for the same period in 1996 is primarily due to reduced interest
expense resulting from the repayment of outstanding debt during the first
quarter of 1997, and interest earned on investment of proceeds from the
Company's initial public offering of common stock in March 1997.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
The Company has generally funded its operations and working capital needs
through internally generated funds, periodically supplemented by borrowings
under the Company's revolving credit facility with a commercial bank. The
Company's cash provided by operations was $5.5 million and $.6 million for the
three month periods ending March 31, 1997 and 1996, respectively. The increase
in cash provided by operations is primarily attributable to a reduction in the
accounts receivable days sales outstanding during the three months ending March
31, 1997 as compared to the same period in 1996.
The principal use of cash for investing activities during the three month
periods ending March 31, 1997 and 1996 was for the purchase of equipment,
software and property primarily related to the development and enhancement of
the Company's software development and training centers.
Historically, borrowings and repayments under the Company's revolving
credit facility represented the most significant components of cash provided or
used by financing activities. However, net cash provided by financing activities
increased to $9.7 million during the three month period ending March 31, 1997
primarily due the Company realizing net proceeds of approximately $23.9 million
from the initial public offering of its common stock in March 1997. In
connection with the termination of the Company's S corporation status, the
Company made a $8 million partial distribution of its previously undistributed S
corporation earnings in March 1997.
Under an arrangement with a commercial bank, the Company may borrow an
amount not to exceed the lessor of $16 million or 80% of trade accounts
receivable less than 90 days outstanding with interest at the bank's prime
interest rate or Eurodollar rate. At March 31, 1997, the permitted borrowings
under this facility were approximately $14.2 million. The borrowings under this
facility are short-term, payable on demand and are secured by trade accounts
receivable of the Company. As of March 31, 1997, there were no borrowings
outstanding under this facility. The Company also has a working capital facility
aggregating $3 million with the bank with interest at the bank's prime interest
rate. The borrowings under this facility are short-term, payable on demand and
are secured by all assets of the Company. There have been no borrowings under
this facility. In addition, the Company has an equipment line of credit
aggregating $2 million with the bank with interest at the bank's prime interest
rate. The borrowings under this facility are short-term, payable on demand and
secured by all assets of the Company. There have been no borrowings under this
facility. In recent years, the Company executed several short-term notes with
the bank to finance the purchase of equipment and software. During the three
month period ending March 31, 1997, the balances outstanding on these notes were
repaid.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER EXHIBIT
------ -------
<C> <S>
(11) Computation of Earnings per share
(27) Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the three months
ended March 31, 1997.
11
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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 thereunto duly authorized.
COMPLETE BUSINESS SOLUTIONS, INC.
By: /s/ RAJENDRA B. VATTIKUTI
------------------------------------
Rajendra B. Vattikuti
President and Chief Executive
Officer
*
------------------------------------
Timothy Manney
Executive Vice President of Finance
and
Administration, Treasurer and
Director
Dated: May 13, 1997
12
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- - ------- -----------
<C> <S>
11 Computation of Earnings per share
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
COMPLETE BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES
PRO FORMA NET INCOME PER COMMON SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1997 1996
---------- ----------
<S> <C> <C>
Weighted average number of shares of common stock
outstanding............................................... 7,104,511 5,942,275
Common stock equivalents calculated using the weighted
average stock price per share for the periods presented... 97,443 133,708
Stock options and convertible stock issued during the twelve
months immediately preceding the offering date (using the
treasury stock method and the estimated mid-point of the
proposed initial public offering price per share)......... 609,908 641,501
Stock issued to satisfy S Corporation distribution based
upon the estimated initial public offering price
per share................................................. -- 806,452
---------- ----------
Weighted average shares outstanding......................... 7,811,862 7,523,936
========== ==========
Pro forma net income........................................ $1,189,000 $ 680,000
========== ==========
Pro forma net income per common share....................... $ .15 $ .09
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 18218
<SECURITIES> 0
<RECEIVABLES> 18450
<ALLOWANCES> (286)
<INVENTORY> 0
<CURRENT-ASSETS> 37344
<PP&E> 10348
<DEPRECIATION> (5261)
<TOTAL-ASSETS> 46037
<CURRENT-LIABILITIES> 11661
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 33787
<TOTAL-LIABILITY-AND-EQUITY> 46037
<SALES> 0
<TOTAL-REVENUES> 24275
<CGS> 0
<TOTAL-COSTS> 17918
<OTHER-EXPENSES> 4504
<LOSS-PROVISION> 72
<INTEREST-EXPENSE> (65)
<INCOME-PRETAX> 1846
<INCOME-TAX> 1135
<INCOME-CONTINUING> 629
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1189
<EPS-PRIMARY> .15
<EPS-DILUTED> 0
</TABLE>
