FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15 (d) of
The Securities and Exchange Act of 1934
QUARTER ENDED September 23, 1995 COMMISSION FILE NO. 0-6544
BRUNO'S, INC.
STATE OF INCORPORATION Alabama I.R.S. EMPLOYER I.D. NO. 63-0411801
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (INCLUDING ZIP CODE)
800 Lakeshore Parkway, Birmingham, Alabama 35211
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE
205-940-9400
OUTSTANDING COMMON STOCK AS OF September 23, 1995, IS 25,007,015
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, and (2) has been subject to such
filing requirements for the past 90 days.
Yes (X) No ( )
<PAGE>
BRUNO'S, INC.
Index
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets at
September 23, 1995 and July 1, 1995 2
Condensed Consolidated Statements of Operations
for the Twelve (12) Week Periods Ended
September 23, 1995 and September 24, 1994 3
Condensed Consolidated Statements of Cash Flows
for the Twelve (12) Week Periods Ended
September 23, 1995 and September 24, 1994 4
Notes to Condensed Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Change in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Securityholders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 11
<PAGE>
<TABLE>
BRUNO'S, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 23, 1995 AND JULY 1, 1995 (Unaudited)
(In Thousands Except Share and Per Share Amounts)
<CAPTION>
September 23, July 1,
1995 1995
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 19,062 $ 25,916
Receivables 26,981 30,125
Inventories at LIFO 236,124 249,766
Prepaid expenses 11,407 9,527
Deferred income taxes 5,333 9,265
------------ ------------
Total current assets 298,907 324,599
------------ ------------
Property and equipment, net 512,933 516,374
------------ ------------
Intangibles and other assets, net 93,754 54,668
------------ ------------
Total $ 905,594 $ 895,641
============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Current maturities of long-term debt and
capitalized lease obligations $ 22,400 $ 1,900
Accounts payable 121,397 114,661
Accrued income taxes 1,096
Accrued payroll and related expenses 16,994 20,696
Other accrued expenses 47,799 44,826
------------ ------------
Total current liabilities 208,590 183,179
------------ ------------
Noncurrent liabilities:
Long-term debt (Note 3) 849,852 200,642
Capitalized lease obligations 18,567 18,919
Deferred income taxes 39,828 50,106
Other noncurrent liabilities 14,874 12,981
------------ ------------
Total noncurrent liabilities 923,121 282,648
------------ ------------
Contingencies
Shareholders' Investment:
Common stock (60,000,000 shares authorized, $.01
par value, 25,007,015 issued and outstanding at
September 23, 1995; 200,000,000 shares authorized,
$.01 par value, 78,098,341 issued and outstanding
at July 1, 1995) 250 781
Paid-in capital (deficit) (592,097) 42,008
Treasury stock, cost (4,679)
Retained earnings 365,730 391,704
------------ ------------
Total shareholders' investment (226,117) 429,814
------------ ------------
Total $ 905,594 $ 895,641
============ ============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
BRUNO'S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWELVE WEEK PERIODS ENDED SEPTEMBER 23, 1995
AND SEPTEMBER 24, 1994 (Unaudited)
(In Thousands Except Share and Per Share Amounts)
<CAPTION>
September 23, September 24,
1995 1994
<S> <C> <C>
NET SALES $ 655,180 $ 653,621
------------ ------------
COST AND EXPENSES:
Cost of products sold 508,597 497,576
Store operating, selling and administrative expenses 119,719 120,340
Merger expenses 29,610
Depreciation and amortization 12,897 12,686
Interest expense, net 11,097 4,420
------------ ------------
Total cost and expenses 681,920 635,022
------------ ------------
Income (loss) before provision for income
taxes and extraordinary item (26,740) 18,599
INCOME TAXES (BENEFIT) (4,506) 7,067
------------ ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (22,234) 11,532
EXTRAORDINARY ITEM, NET (Note 3) (3,742)
------------ ------------
Net income (loss) $ (25,976) $ 11,532
============ ============
INCOME (LOSS) PER COMMON SHARE:
Income before extraordinary item $ (0.40) $ 0.15
Extraordinary item, net (0.07)
------------ ------------
NET INCOME (LOSS) PER SHARE $ (0.47) $ 0.15
============ ============
CASH DIVIDENDS PER COMMON SHARE $ $ 0.065
============ ============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
BRUNO'S, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWELVE WEEK PERIODS ENDED SEPTEMBER 23, 1995
AND SEPTEMBER 24, 1994 (Unaudited)
(In Thousands)
<CAPTION>
September 23, September 24,
1995 1994
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (25,976) $ 11,532
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Extraordinary item, net 3,742
Depreciation and amortization 12,897 12,686
LIFO provision 1,566 615
Change in assets and liabilities 15,292 (22,995)
------------ ------------
Total adjustments 33,497 (9,694)
------------ ------------
Net cash provided by operating activities 7,521 1,838
------------ ------------
INVESTING ACTIVITIES:
Proceeds from sale of property 17,875
Purchase of property and equipment (9,156) (10,933)
------------ ------------
Net cash provided by (used in) investing activities (9,156) 6,942
------------ ------------
FINANCING ACTIVITIES:
Proceeds from issuance of term loan facilities 470,000
Proceeds from issuance of senior subordinated notes 400,000
Debt issuance costs (40,880)
Redemption of common stock (879,956)
Reductions of long-term debt (204,383) (26,874)
Capital contribution 250,000
Purchase of treasury stock (4,679)
Dividends paid (5,076)
------------ ------------
Net cash used in financing activities (5,219) (31,553)
------------ ------------
NET DECREASE IN CASH (6,854) (27,849)
CASH, BEGINNING OF PERIOD 25,916 30,259
------------ ------------
CASH, END OF PERIOD $ 19,062 $ 2,410
============ ============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
BRUNO'S, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 23, 1995 AND SEPTEMBER 24, 1994
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Bruno's, Inc. and its wholly-owned subsidiaries. Significant
intercompany balances and transactions have been eliminated in
consolidation.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary for a fair
statement of the consolidated financial position and results of
operations of the Company for the interim periods. The results of
operations of the Company for the twelve (12) weeks ended September 23,
1995, are not necessarily indicative of the results which may be
expected for the entire
year.
2. MERGER
On August 18, 1995, Crimson Acquisition Corp. ("Crimson") merged with and
into the Company with the Company continuing as the surviving corporation
(the "Merger"). Crimson is a wholly-owned subsidiary of Crimson
Associates, LP ("Crimson Associates"), which is a partnership organized
by Kohlberg, Kravis, Roberts & Co., L.P. ("KKR"). Upon consummation of
the Merger, Crimson received 83.33% of the Company's common stock and
16.67% was retained by the shareholders at the time of the Merger.
Crimson also received warrants to purchase up to an additional 10 million
of the Company's shares of common stock. The Merger was accounted for as
a recapitalization which resulted in a charge to equity of $879,956 to
reflect the redemption of common stock. See additional description of
the financing of the Merger in Note 3 below.
3. FINANCING ARRANGEMENTS
The Company financed the Merger with proceeds from term loans of
$470,000, debt securities of $400,000, and an equity contribution by
Crimson Associates of $250,000. These proceeds were utilized to redeem
common stock for $879,956, repay historical debt of $200,000, and pay
fees and expenses related to the Merger. Of the total fees and
expenses, $15,276 was paid to KKR.
<PAGE>
At September 23, 1995, long-term debt consists of the following:
Term loans under senior secured credit facilities,
("Term Loans") maturing at various dates through
February, 2005. Interest rates range from 8.44% to 10.0% $ 470,000
Senior subordinated notes at 10.5%, maturing in
August, 2005. 400,000
Capitalized lease obligations 20,093
Other borrowings 726
---------
890,819
Less current maturities 22,400
---------
Total $ 868,419
=========
In connection with the early extinguishment of the historical debt of
$200,000, the Company terminated an interest rate swap agreement with a
commercial bank, resulting in a $5,504 loss. The Company also wrote off
related debt acquisition costs of $532. These amounts are reflected as
an extraordinary item, net of applicable taxes, in the statement of
operations for the twelve week period ended September 23, 1995.
The Company has available a revolving credit facility of $125,000 (under
which no borrowings were outstanding at September 23, 1995) and $5,000
under the term loans to meet any future cash requirements.
4. INCOME (LOSS) PER SHARE
Income (loss) per share was computed based on the weighted average number
of common shares outstanding during the respective periods (55,005,000
and 77,797,000, respectively). As a result of the Merger, 25,007,015
shares are outstanding at September 23, 1995. Stock options and warrants
outstanding during the periods are common stock equivalents but were
excluded from income (loss) per common share computations as their effect
was either not material or, with respect to the twelve weeks ended
September 23, 1995 would be antidilutive to the calculation of net loss
per share.
5. CONTINGENCIES
The Company is a party to various legal and taxing authority proceedings
incidental to its business. In the opinion of management, the ultimate
liability with respect to these actions will not materially affect the
financial position or results of operations of the Company.
In 1991, the Company received a favorable termination letter with respect
to the termination of the employee pension plan of a supermarket chain
acquired by the Company in 1989. Pursuant to that termination,
distributions were made to all participants of that employee pension
plan. After all of the benefit liabilities were paid, remaining plan
assets of approximately $2,700 were transferred to the Company as a
reversion of excess pension assets. On June 15, 1992, the Company
received a letter from the Pension Benefit Guaranty Corporation
("PBGC") contending that inappropriate actuarial assumptions were used
to determine the value of the employees' benefits distributed and that
additional distributions must be made to numerous former participants
of said plan. In August 1994, the Company filed suit in the U.S.
District Court for the Northern District of Alabama challenging the
PBGC's determination. In April 1995, the District Court entered
summary judgment against the Company and in favor of the PBGC. The
Company has appealed the District Court's ruling to the U.S. Court of
Appeals for the Eleventh Circuit. The ultimate resolution of
this matter is currently unknown; thus, no accrual has been recorded by
the Company. The Company believes its liability, if any, in connection
with this matter will not exceed $2,700, plus accrued interest.
<PAGE>
<TABLE>
BRUNO'S, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of significant factors
affecting the Company's earnings during the periods included in the
accompanying condensed consolidated statements of operations.
A table showing the percentage of net sales represented by certain items in the
Company's condensed consolidated statements of operations is as follows:
<CAPTION>
Twelve Weeks Ended
September 23, September 24,
1995 1994
<S> <C> <C>
Net sales 100.0% 100.0 %
Cost of products sold 77.6 76.1
Gross profit 22.4 % 23.9 %
Store operating, selling,
and administrative expenses 18.3 18.4
Merger expenses 4.5
Depreciation and amortization 2.0 1.9
Interest expense, net 1.7 0.8
Income (loss) before provision for income taxes
and extraordinary item (4.1) 2.8
Income taxes (benefit) (0.7) 1.0
Income (loss) before extraordinary item (3.4) 1.8
Extraordinary item, net (0.6) 0.0
Net income (loss) (4.0)% 1.8 %
</TABLE>
<TABLE>
A summary of the period to period changes in certain items included in the
condensed statements of operations is as follows:
<CAPTION>
Comparison of 12 Weeks Ended
September 23, September 24,
1995 1994
Increase (Decrease)
(Dollars in Thousands Except
Per Share Amounts)
<S> <C> <C>
Net sales $ 1,559 0.24 %
Cost of products sold 11,021 2.2
Store operating, selling,
and administrative expenses (621) (0.5)
Merger expenses 29,610 100.0
Depreciation and amortization 211 1.7
Interest expense, net 6,677 151.1
Income (loss) before provision for
income taxes and extraordinary item (45,339) (243.8)
Income taxes (benefit) (11,573) (163.8)
Income (loss) before extraordinary item (33,766) (292.8)
Extraordinary item, net (3,742) 100.0
Net income (loss) (37,508) (325.3)
Income (loss) per common share
before extraordinary income (0.55) (366.7)
Extraordinary item, net (0.07) (100.0)
Net income (loss) per common share (0.62) (413.3)
</TABLE>
<PAGE>
ITEM II
BRUNO'S, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
RESULTS OF OPERATIONS
NET SALES
Net sales increased $1,559 or 0.24% in the twelve week period ended September
23, 1995 as compared to the twelve week period ended September 24, 1994. Same
store sales increased approximately 1% for the quarter. The Company's store
count at September 23, 1995 was 253, a decrease of two stores from the prior
year quarter end.
GROSS PROFIT
Gross profit (net sales less cost of products sold) as a percentage of net
sales was 22.4% for the first quarter of fiscal 1996 as compared to 23.9% for
the first quarter of fiscal 1995. The decline in gross profit in fiscal 1996
is due principally to the Company recognizing a lower level of vendor
allowances in the first quarter of fiscal 1996 as compared to the first
quarter of fiscal 1995, primarily as a result of the Company amortizing
certain multi-year vendor allowances in fiscal 1996 as opposed to recognizing
such items as reductions of product costs when received in fiscal 1995. Such
accounting treatment was initiated by the Company in the third quarter of
fiscal 1995. To a lesser extent, gross profit in the 1996 period was
adversely impacted by certain non-recurring product costs and competitive
pressures.
STORE OPERATING, SELLING, AND ADMINISTRATIVE EXPENSES
Store operating, selling and administrative expenses as a percentage of net
sales was 18.3% for the first quarter of fiscal 1996 as compared to 18.4% for
the first quarter of fiscal 1995. The slight decrease is primarily the result
of the decrease in the number of stores as noted above.
MERGER EXPENSES
Merger expenses recorded in the first quarter of fiscal 1996 are related to the
merger of the Company and Crimson Acquisition Corp. (the "Merger") and consist
primarily of professional and advisory fees as well as payments of $15,002 to
certain Company officers, other employees and directors based on employment,
deferred compensation and stock option agreements.
INTEREST EXPENSE, NET
The $6,677 increase in net interest expense in the first quarter of fiscal 1996
as compared to the first quarter of fiscal 1995 is the result of the Company's
long-term debt increasing from $271,051 at September 24, 1994 to $868,419 at
September 23, 1995 as a result of the Merger and the amortization of debt
acquisition costs relating to the financing of the Merger.
INCOME TAXES
The Company's income tax benefit for the first quarter of fiscal 1996 reflects
the loss before provision for income taxes and extraordinary item. The
resulting income tax benefit has been partially offset by the nondeductible
nature of certain merger expenses.
<PAGE>
EXTRAORDINARY ITEM, NET
The extraordinary item consists of a $5,504 loss on the termination of an
interest rate swap agreement and the write off of debt acquisition costs of
$532 related to the early extinguishment of $200,000 of historical debt. The
extraordinary item is shown net of the related tax benefit in the condensed
consolidated statements of operations.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has funded working capital requirements, capital
expenditures and other cash requirements primarily through cash flow from
operations. Operating activities generated $7,521 and $1,838, respectively,
in cash in each of the periods ended September 23, 1995 and September 24,
1994. The increase in cash from operating activities in the first quarter of
fiscal 1996 compared to the prior year quarter is the result of improved
management of working capital. The Company has available a $125 million
revolving credit facility (no amounts outstanding at September 23, 1995) and
$5 million under the term loans to meet any short-term cash requirements.
Cash flow provided by (used in) investing activities were ($9,156) and $6,942
for the twelve weeks ended September 23, 1995 and September 24, 1994,
respectively. The Company has continued its expansion and store remodeling
programs during fiscal 1996. Capital expenditures were $9,156 in the first
quarter of fiscal 1996 compared to $10,933 in the first quarter of fiscal
1995. Proceeds from the sale of certain property totaled $17,875 during the
first quarter of fiscal 1995. There were no material gains or losses
generated from these sales. There were no significant comparable sales of
property in the first quarter of fiscal 1996.
The Company believes that capital expenditures for the remainder of fiscal 1996
will be financed through cash flow from operations and borrowings under its
revolving credit facility. The Company's capital expenditures are primarily
related to the opening of new stores, the remodeling of existing stores and
investments in technology, primarily related to purchasing and warehousing
systems. Management continuously evaluates all stores based upon volume,
profitability, location, age, demographics, etc. and makes closure decisions
based upon the evaluations. The Company's financing arrangements contain
certain restrictions which limit its ability to make future borrowings beyond
the amount currently available.
The primary uses of cash in financing activities during the first quarter of
fiscal 1996 were for the redemption of common stock and the related Merger
activities, including the early extinguishment of historical long-term debt.
The Company was provided with cash by financing activities in the first quarter
of fiscal 1996 from proceeds of long-term borrowings of $870,000, and an equity
contribution of $250,000.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various legal and taxing authority proceedings
incidental to its business, in the opinion of management, the ultimate
liability with respect to these actions will not materially affect the
financial position or results of operations of the Company.
In 1991, the Company received a favorable termination letter with respect
to the termination of the employee pension plan of a supermarket chain
acquired by the Company in 1989. Pursuant to that termination,
distributions were made to all participants of that employee pension plan.
After all of the benefit liabilities were paid, remaining plan assets of
approximately $2,700,000 were transferred to the Company as a reversion of
excess pension assets. On June 15, 1992, the Company received a letter
from the Pension Benefit Guaranty Corporation ("PBGC") contending that
inappropriate actuarial assumptions were used to determine the value of
the employees' benefits distributed and that additional distributions must
be made to numerous former participants of said plan. In August 1994, the
Company filed suit in the U.S. District Court for the Northern District of
Alabama challenging the PBGC's determination. In April 1995, the District
Court entered summary judgment against the Company and in favor of the
PBGC. The Company has appealed the District Court's ruling to the U.S.
Court of Appeals for the Eleventh Circuit. The ultimate resolution of
this matter is currently unknown; thus, no accrual has been recorded by
the Company. The Company believes its liability, if any, in connection
with this matter will not exceed $2,700,000, plus accrued interest.
ITEM 2. CHANGE IN SECURITIES
In connection with the Merger, the shareholders of the Company approved
and the Company adopted Amended and Restated Articles of Incorporation,
which among other things reduced the authorized shares of the Company's
common stock from 200,000,000 to 60,000,000. The rights of the holders of
the Company's common stock have not been materially modified.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
A special meeting of the shareholders of the Company was held on Friday,
August 18, 1995 to (i) vote upon a proposal to approve and adopt the
Merger and the merger agreement ("Proposal 1"); (ii) approve the increase
of $1.1 billion in the bonded indebtedness of the Company to finance the
conversion into cash of approximately 94.7% of the issued and outstanding
shares of the Company's common stock upon consummation of the Merger, to
refinance the outstanding indebtedness of the Company and to provide for
working capital requirements ("Proposal 2"); and (iii) approve and adopt
the Amended and Restated Articles of Incorporation, which amended the
Company's articles of incorporation to, among other things, reduce the
authorized shares of the Company's common stock from 200,000,000 to
60,000,000 ("Proposal 3"). Proposal 1 was approved by the shareholders
by a vote of 59,893,809 to 1,247,487, with 344,081 abstentions. Proposal
2 was approved by the shareholders by a vote of 59,633,549 to 1,293,716,
with 558,115 abstentions. Proposal 3 was approved by the shareholders by
a vote of 62,173,383 to 1,216,512, with 641,758 abstentions.
ITEM 5. OTHER INFORMATION
None
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
*27 Financial Data Schedule
* Filed herewith.
(b) Reports on Form 8-K
1. Current Report on Form 8-K dated June 12, 1995, which includes
pro forma financial data and other data of the Company, as
adjusted to give effect to the Merger and the transactions
contemplated in connection therewith.
2. Current Report on Form 8-K/A dated July 17, 1995, amending the
pro forma financial and other data of the Company reported in
the Current Report on Form 8-K dated June 12, 1995.
3. Current Report on Form 8-K/A dated August 14, 1995, amending the
pro forma financial and other data of the Company reported in
Current Report on Form 8-K dated June 12, 1995, as amended by
Current Report on Form 8-K/A dated July 17, 1995.
4. Current Report on Form 8-K dated August 23, 1995 related to
completion of the Merger, the delisting of the common stock of
the Company from the Nasdaq National Market and the appointment
of William J. Bolton as Chairman of the Board of Directors and
Chief Executive Officer of the Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
BRUNO'S, INC.
William J. Bolton
William J. Bolton
Chief Executive Officer
Dated: November 1, 1995
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-01-1995
<PERIOD-START> JUL-02-1995
<PERIOD-END> SEP-23-1995
<CASH> 19,062
<SECURITIES> 0
<RECEIVABLES> 26,981
<ALLOWANCES> 0
<INVENTORY> 236,124
<CURRENT-ASSETS> 298,907
<PP&E> 847,863
<DEPRECIATION> 334,930
<TOTAL-ASSETS> 905,594
<CURRENT-LIABILITIES> 208,950
<BONDS> 849,852
<COMMON> 250
0
0
<OTHER-SE> (226,117)
<TOTAL-LIABILITY-AND-EQUITY> 905,594
<SALES> 655,180
<TOTAL-REVENUES> 655,180
<CGS> 508,597
<TOTAL-COSTS> 508,597
<OTHER-EXPENSES> 29,610
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,097
<INCOME-PRETAX> (26,740)
<INCOME-TAX> (4,506)
<INCOME-CONTINUING> (22,234)
<DISCONTINUED> 0
<EXTRAORDINARY> (3,742)
<CHANGES> 0
<NET-INCOME> (25,976)
<EPS-PRIMARY> (0.47)
<EPS-DILUTED> (0.47)
</TABLE>
