U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,1997
__ TRANSITION REPORT UNDER SECTION 13 OR 15 (d)OF THE EXCHANGE
ACT For the transition period from to
Commission File Number 0-3960
CAPITAL PROPERTIES, INC.
(Exact Name of Small Business Issuer as specified in its Charter)
Rhode Island 05-0386287
(State or other jurisdiction (I.R.S. Employer Identification No.)
of organization)
One Hospital Trust Plaza, Suite 920, Providence, RI 02903
(Address of principal executive offices)
Issuer's telephone number 401-331-0100
(Former name, former address and former fiscal year, if
changed since last report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the issuer was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
As of May 1, 1997, the registrant had 1,000,000 shares of common
stock outstanding.
Transitional small business disclosure format (check one).
YES_____ NO X .
<PAGE>
PART I
Item 1. Financial Statements
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(Unaudited)
<TABLE>
<S> <C>
ASSETS
Properties and equipment $ 8,936,000
Cash and cash equivalents 931,000
Note receivable,
Providence and Worcester Railroad Company 4,159,000
Other receivables 326,000
Accrued rental income 391,000
Prepaid and other 351,000
$ 15,094,000
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses:
Property taxes $ 531,000
Other 71,000
Deferred income taxes 1,349,000
1,951,000
Commitments and contingencies (Note 7)
Shareholders' equity:
Common stock, $1 par; authorized, issued and
outstanding 1,000,000 shares 1,000,000
Capital in excess of par 10,828,000
Retained earnings 1,315,000
13,143,000
$ 15,094,000
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
<TABLE>
<S> <C> <C>
1997 1996
Income:
Rentals $ 387,000 $ 430,000
Garage and surface parking revenues 120,000 140,000
Petroleum storage facilities, principally
sales of petroleum products 24,000
Interest:
Providence and Worcester Railroad Company 104,000 114,000
Other 9,000 10,000
644,000 694,000
Expenses:
Expenses applicable to:
Rental income 95,000 174,000
Garage and surface parking 190,000 204,000
Petroleum storage facilities 155,000
General and administrative 174,000 158,000
614,000 536,000
Income before income taxes 30,000 158,000
Income taxes 14,000 66,000
Net income $ 16,000 $ 92,000
Income per common share $ .02 $ .09
Dividends per common share $ -0- $ -0-
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
<TABLE>
<S> <C> <C>
1997 1996
Cash flows from operating activities:
Net income $ 16,000 $ 92,000
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation 91,000 90,000
Deferred income taxes (11,000) (25,000)
Other, principally net changes in other
receivables, prepaids, accounts payable
and accrued expenses (369,000) 40,000
Net cash provided by (used in) operating
activities (273,000) 197,000
Cash flows from investing activities:
Proceeds from:
Collection of note receivable, Providence
and Worcester Railroad Company 53,000 51,000
Maturity of temporary cash investments 203,000
Net cash provided by investing activities 256,000 51,000
Increase (decrease) in cash and cash
equivalents (17,000) 248,000
Cash and cash equivalents, beginning 948,000 767,000
Cash and cash equivalents, ending $ 931,000 $1,015,000
Supplemental disclosure, cash paid for:
Interest $ -0- $ -0-
Income taxes $ 30,000 $ 5,000
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
1. The accompanying consolidated financial statements have been
prepared by the Company. Certain information and note
disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles
have been condensed or omitted. In the opinion of management,
the accompanying consolidated financial statements
contain all adjustments necessary to present fairly the
financial position as of March 31, 1997 and the results of
operations and cash flows for the three months ended March 31,
1997 and 1996.
The results of operations for the three months ended March 31,
1997 are not necessarily indicative of the results to be
expected for the full year.
2. 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. Estimates also affect the reported amounts of
revenue and expenses during the reporting period. Actual
results could differ from those estimates.
3. Properties and equipment:
<TABLE>
<S> <C>
Properties on lease or held for lease, land
and land improvements $ 4,014,000
Petroleum storage facilities:
Land 1,825,000
Buildings and structures 325,000
Tanks and equipment 4,163,000
6,313,000
Other:
Land and land improvements 492,000
Buildings, principally parking garage 2,537,000
Equipment 96,000
3,125,000
13,452,000
Less accumulated depreciation:
Petroleum storage facilities 3,848,000
Other 668,000
4,516,000
$ 8,936,000
</TABLE>
4. Other receivables:
<TABLE>
<S> <C>
Rentals, principally tenant property
tax reimbursements $ 144,000
Property tax abatement 93,000
Former tenant of petroleum storage facilities 55,000
Interest, Providence and Worcester Railroad Company 34,000
$ 326,000
</TABLE>
5. Description of leasing arrangements:
At March 31, 1997, the Company had entered into land leases for
three separate land parcels with remaining terms of up to 96
years. The Company also leases various parcels of land
principally for outdoor advertising and surface parking for
remaining terms of up to 27 years.
<PAGE>
For those leases with scheduled rent increases, the cumulative
excess of straight-line over contractual rentals (considering
scheduled rent increases over the initial 30 to 102-year terms
of the leases) amounted to $10,029,000 through March 31, 1997.
Management has been able to conclude that a portion of the
excess of straight-line over contractual rentals ($391,000 at
March 31, 1997) is realizable when payable over the terms of
the leases.
6. Income taxes:
Deferred income taxes are recorded based upon differences
between financial statement and tax bases of assets and
liabilities. The tax effects of temporary differences which
give rise to deferred tax assets and liabilities at March 31,
1997 were as follows:
<TABLE>
<S> <C>
Gross deferred tax liabilities:
Property having a financial statement
basis in excess of its tax basis $ 1,361,000
Excess of straight-line over contractual
rental income 162,000
1,523,000
Gross deferred tax assets, principally
professional fees (174,000)
$1,349,000
</TABLE>
7. Petroleum storage facilities:
Since October 1, 1991, the Company's petroleum storage
facilities (the Facilities) had been leased under a 5-year
agreement under which the tenant paid an annual rental of
$183,000 plus reimbursement of property taxes (approximately
$90,000 annually), which lease terminated September 30, 1996.
In 1994, a leak was discovered in a 25,000 barrel storage tank
at the Facilities which allowed the escape of a small amount
of fuel oil. The tank was emptied and all required notices
were made to the appropriate environmental agency (the
agency). To date, monitoring wells have shown no ground water
contamination, and the leak has been contained in the soil
under the tank. The Company's engineering consultants (the
consultants) are working with the agency to determine the
extent of remediation. The consultants have proposed several
acceptable options and have determined a range of estimated
costs (including professional fees) to be $27,000 (for the
capping of the contaminated area) to $383,000 (for the
complete removal of the contaminated soil and its off-site
disposal). The agency has advised the Company that it will
accept the capping of the contaminated area as an appropriate
remediation measure, subject to the placement of a notice on
the Company's deed describing the location of the contaminated
area.
During 1995, the former tenant informed the Company of the
erosion of a slope and damage to a retaining wall which caused
the washing away of several tons of soil. The consultants have
proposed several options and have determined a range of
estimated costs (including professional fees) to be $15,000
(to repair the eroded channel) to $136,000 (to include the
replacement of the retaining wall).
In 1995, the Company provided for the estimated costs to
remediate the contaminated soil and repair the erosion
situation by reporting a liability and a corresponding
receivable from the former tenant for $42,000. In 1996, the
Company paid $15,000 to repair a portion of the erosion
situation, which amount reduced the reported liability to
$27,000. At March 31, 1997, the Company is reporting on the
accompanying consolidated balance sheet the aforementioned
liability of $27,000 in accrued expenses, other, and a $42,000
receivable from the former tenant which is included in other
receivables.
Management is of the opinion that the terms of the lease not
only make the former tenant solely responsible for the payment
of all costs to remediate the contaminated soil and to
<PAGE>
repair the erosion of the slope and retaining wall, but also
required the former tenant to return the Facilities at the
termination of the lease in a condition substantially the same
as when the former tenant took possession. After the former
tenant vacated the Facilities and emptied the tanks, the
Company inspected the Facilities and determined that one of
the tanks had a structural failure. During 1996, the Company
repaired the tank at a cost of $65,000.
Since 1985, the Company has been a party to an agreement
covering the operation and maintenance of the Pier, which Pier
is owned by Providence and Worcester Railroad Company
(Railroad). In 1991, the agreement was amended by the parties
then subject to the agreement who were the Company, Railroad
and two major oil companies. The agreement provides that the
parties will share the cost of operating and maintaining the
Pier, which costs are allocated annually among the parties
based on their relative usage of the Pier as measured by
vessel berthing hours. Since 1991, Railroad has notified the
parties of the need for several significant repair and
maintenance projects to the Pier and has attempted to obtain
agreement among the parties to proceed with such repairs. In
1996, Railroad notified the parties that the estimated cost of
the repair and maintenance projects totalled approximately
$1,100,000 and requested the parties to consent to its
undertaking such projects. All of the parties except one have
consented. All of the Company's responsibilities and
obligations under this agreement were assumed by the former
tenant in accordance with the terms of its lease. Although the
former tenant has paid for certain on-going operating costs,
it does not agree that it is responsible for any portion of
the costs of the repair and maintenance projects. The Company
is unable to determine what its share of the costs will be as
well as when reimbursement will be due Railroad.
Because the former tenant does not agree that it is responsible
for any of the aforementioned costs, the Company has initiated
arbitration proceedings before the American Arbitration
Association in accordance with the lease provisions. In
connection with the arbitration proceedings, the former tenant
has again denied responsibility and has set forth
counterclaims asserting that it is entitled to recover $96,000
plus interest from the Company for operating expenses. The
Company denies any liability in connection with the
counterclaims. The arbitration proceedings will decide the
responsibilities of the parties, which decision is final. The
proceedings are scheduled to commence in June 1997, and the
Company expects that a decision will be rendered shortly
thereafter. The arbitration could find that the Company is
financially responsible for some or all of the disputed costs.
8. Property tax abatement:
During 1995, the Company received notice of an increase in the
assessed valuation of several of its parcels in Providence,
Rhode Island. The increase in the assessment was not the
result of a city-wide revaluation, pertained to 1995 and
subsequent years and resulted in an annual increase in
property taxes of $265,000. The Company has filed appeals for
1995 and 1996 but was required to make property tax payments
as due pending the outcome of the appeals. During the fourth
quarter of 1996, the City reduced the assessed valuation on
one of the parcels, resulting in an abatement of property
taxes of $107,000 for 1995 and a reduction in the tax of
$115,000 for 1996. The Company is unable to determine if the
remaining appeals will result in an abatement of the property
taxes for 1995 and 1996 and the lowering of property taxes for
1997 and thereafter.
9. Transactions with related parties:
A trust for the benefit of the controlling shareholder is the
holder of rights with respect to the use of the Pier and two
petroleum pipelines located in East Providence, Rhode Island.
Since February 1983, the Company and the tenant of its
Facilities have had the right to utilize the pipelines for the
transportation of petroleum products, in consideration for
which the Company and its tenant are obligated to pay the
trust a fee based upon the number of barrels of product
transported through the pipelines. The fee is subject to
adjustment as of October 1 of each year to reflect changes in
the Consumer Price Index.
<PAGE>
The Company has the option to purchase the rights of the trust
at any time during the twelve-month period following September
30, 1997, at a price equal to twice the payments due for the
twelve-month period ending September 30, 1997, but not less
than $50,000. Based upon estimated usage for the twelve-month
period ending September 30, 1997, the price would be $50,000.
The Company can assign its rights to purchase to a third
party. Should the Company not purchase or assign the rights of the
trust, the Company's responsibility will continue indefinitely
under the present arrangement.
10. Pending litigation and subsequent event:
In connection with the River Relocation Project, in 1987 the
State of Rhode Island condemned a portion of the Company's
property and paid an award of $2,600,000. As part of an
agreement to purchase another parcel of land from the State,
the Company was required to return to the State a portion of
the condemnation award ($1,600,000).
In April 1988, the Company filed a petition in the Rhode Island
Superior Court for an increased condemnation award alleging
that the award paid in 1987 was inadequate. In January 1992,
the Superior Court awarded the Company an additional
condemnation award of $401,000 plus interest from the date of
the condemnation. The interest is calculated by using a
published Treasury bill rate which compounds annually and,
through December 31, 1996, totals approximately 66% of any
additional award. The Company had asserted in the Superior
Court that it was entitled to an additional condemnation award
in excess of $6,000,000 plus interest, and accordingly, in
February 1992, the Company appealed the decision of the
Superior Court to the Rhode Island Supreme Court. In January
1994, the Supreme Court overturned the Superior Court decision
and returned the matter to the Superior Court for a retrial of
the case. The case was retried in 1995, and on March 5, 1997,
the Superior Court issued a decision awarding the Company an
additional $6,100,000 plus interest. The Company filed a
motion for entry of final judgment. On May 6, 1997, the Court
entered final judgment in favor of the Company in the total
amount of $10,653,000. The State has moved to re-open the
proceedings based upon newly discovered evidence. The Court
has scheduled a hearing on the State's motion for May 23,
1997. The State will have an opportunity to file an appeal
after the proceedings before the Superior Court are completed.
Should an appeal be filed, management is unable to predict
when the matter will be heard. Under the aforementioned
agreement, the Company may be required to return to the State
a portion of any additional award as and when finally
determined.
<PAGE>
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis or Plan of Operation
Financial condition:
A significant portion of the Company's land consists of approximately
20.5 acres, including 1.9 acres of air rights, in downtown
Providence, Rhode Island, held for development. The Company is
engaged in discussions concerning the possible development of
other parcels but is unable to predict when leases on additional
parcels will commence; however, the Company will continue to use
the available parcels for public surface parking.
Since October 1, 1991, the Company's petroleum storage facilities
(the Facilities) had been leased under a 5-year agreement under
which the tenant paid an annual rental of $183,000 plus
reimbursement of property taxes (approximately $90,000 annually),
which lease terminated September 30, 1996.
In 1994, a leak was discovered in a 25,000 barrel storage tank at
the Facilities which allowed the escape of a small amount of fuel
oil. The tank was emptied and all required notices were made to
the appropriate environmental agency (the agency). To date,
monitoring wells have shown no ground water contamination, and
the leak has been contained in the soil under the tank. The
Company's engineering consultants (the consultants) are working
with the agency to determine the extent of remediation. The
consultants have proposed several acceptable options and have
determined a range of estimated costs (including professional
fees) to be $27,000 (for the capping of the contaminated area) to
$383,000 (for the complete removal of the contaminated soil and
its off-site disposal). The agency has advised the Company that
it will accept the capping of the contaminated area as an
appropriate remediation measure, subject to the placement of a
notice on the Companys deed describing the location of the
contaminated area.
During 1995, the former tenant informed the Company of the
erosion of a slope and damage to a retaining wall which caused
the washing away of several tons of soil. The consultants have
proposed several options and have determined a range of estimated
costs (including professional fees) to be $15,000 (to repair the
eroded channel) to $136,000 (to include the replacement of the
retaining wall).
In 1995, the Company provided for the estimated costs to
remediate the contaminated soil and repair the erosion situation
by reporting a liability and a corresponding receivable from the
former tenant for $42,000. In 1996, the Company paid $15,000 to
repair a portion of the erosion situation, which amount reduced
the reported liability to $27,000. At March 31, 1997, the Company
is reporting on the accompanying consolidated balance sheet the
aforementioned liability of $27,000 in accrued expenses, other,
and a $42,000 receivable from the former tenant which is included
in other receivables.
Management is of the opinion that the terms of the lease not only
make the former tenant solely responsible for the payment of all
costs to remediate the contaminated soil and to repair the
erosion of the slope and retaining wall, but also required the
former tenant to return the Facilities at the termination of the
lease in a condition substantially the same as when the former
tenant took possession. After the former tenant vacated the
Facilities and emptied the tanks, the Company inspected the
Facilities and determined that one of the tanks had a structural
failure. During 1996, the Company repaired the tank at a cost of
$65,000.
Since 1985, the Company has been a party to an agreement covering
the operation and maintenance of the Pier, which Pier is owned by
Providence and Worcester Railroad Company (Railroad). In 1991,
the agreement was amended by the parties then subject to the
agreement who were the Company, Railroad and two major oil
companies. The agreement provides that the parties will share the
cost of operating and maintaining the Pier, which costs are
allocated annually among the parties based on their relative
usage of the Pier as measured by vessel berthing hours. Since
1991, Railroad has notified the parties of the need for several
significant repair and maintenance projects to the Pier and has
attempted to obtain agreement among the
<PAGE>
parties to proceed with such repairs. In 1996, Railroad notified
the parties that the estimated cost of the repair and maintenance
projects totaled approximately $1,100,000 and requested the
parties to consent to its undertaking such projects. All of the
parties except one have consented. All of the Company's
responsibilities and obligations under this agreement were
assumed by the former tenant in accordance with the terms of its
lease. Although the former tenant has paid for certain on-going
operating costs, it does not agree that it is responsible for any
portion of the costs of the repair and maintenance projects. The
Company is unable to determine what its share of the costs will
be as well as when reimbursement will be due Railroad.
Because the former tenant does not agree that it is responsible
for any of the aforementioned costs, the Company has initiated
arbitration proceedings before the American Arbitration
Association in accordance with the lease provisions. In
connection with the arbitration proceedings, the former tenant
has again denied responsibility and has set forth counterclaims
asserting that it is entitled to recover $96,000 plus interest
from the Company for operating expenses. The Company denies any
liability in connection with the counterclaims. The arbitration
proceedings will decide the responsibilities of the parties,
which decision is final. The proceedings are scheduled to
commence in June 1997, and the Company expects that a decision
will be rendered shortly thereafter. The arbitration could find
that the Company is financially responsible for some or all of
the disputed costs.
On October 1, 1996, the Company took possession of the Facilities and
is currently in negotiations with several oil companies to enter
into thru-put arrangements under which the Company would receive,
store and disburse product (thru-put) for such companies.
However, there is no assurance when and if such arrangements can
be completed. In the absence of such arrangements, the annual
cash outlay to maintain the Facilities is approximately $240,000.
Pending the completion of thru-put arrangements, the Company
began purchasing petroleum products which it stores at the
Facilities and resells.
Certain portions of this statement, and particularly the Management's
Discussion and Analysis of Financial Condition and Results of
Operations and the Notes to Consolidated Financial Statements,
contain forward-looking statements which represent the Company's
expectations or beliefs concerning future events. The Company
cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from
those in the forward-looking statements.
<PAGE>
Results of operations:
For the three months ended March 31, 1997, total income decreased
approximately 7% from the 1995 level.
The decrease in rental income resulted from the termination of
the lease of the Facilities on September 30, 1996. Expenses
applicable to petroleum storage facilities include certain
expenses which were included in expenses applicable to rental
income prior to the termination of the lease.
Income applicable to garage and surface parking decreased due to
reduced usage. Expenses applicable to garage and surface parking
decreased due to the lowering in property taxes resulting from
the Company's appeal.
The decrease in interest income on the note receivable from
Railroad results from a prepayment of $200,000 in May 1996.
General and administrative expenses increased 10% due principally
to an increase in payroll and related costs.
<PAGE>
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3) (a) Articles of incorporation (incorporated by
reference to Exhibit 3 to the Issuer's annual report
on Form 10-K for the year ended December 31, 1988).
(b) By-laws, as amended (incorporated by reference
to Exhibit 3(b) to the Issuer's quarterly report on Form 10-QSB
for the quarter ended June 30, 1995).
(10) (a) Note from Providence and Worcester Railroad
Company to Issuer dated January 1, 1988 (incorporated by
reference to Exhibit 10(a) to the Issuer's annual report on
Form 10-KSB for the year ended December 31, 1992) as
modified by Agreement dated August 16, 1995 (incorporated by
reference to Exhibit 10(a) to the Issuer's annual report on
Form 10-KSB for the year ended December 31, 1995).
(b) Lease between Whiteco Metrocom, Inc. and
Issuer dated June 25, 1985 (incorporated by reference to Exhibit
10(b) to the Issuer's annual report on Form 10-KSB for the year
ended December 31, 1992) as amended by agreement dated March 13,
1995 (incorporated by reference to Exhibit 10(c) to the Issuer's
quarterly report on Form 10-QSB for the quarter ended June 30,
1995).
(c) Leases between Metropark, Ltd. and Issuer:
(i) Dated November 30, 1995 (incorporated by
reference to Exhibit 10(c)(i) to the Issuer's
annual report on Form 10-KSB for the year ended
December 31, 1995).
(ii) Dated November 10, 1994 (incorporated by
reference to Exhibit 10(c)(ii) to the Issuer's
annual report on Form 10-KSB for the year ended
December 31, 1994).
(iii) Dated November 6, 1996 (incorporated by
reference to Exhibit 10(c)(i) to the Issuer's annual
report on Form 10-KSB for the year ended December 31,
1996).
(b) Reports on Form 8-K
A report on Form 8-K was filed on March 5, 1997
reporting on the issuance of a decision by the
Superior Court of Rhode Island in connection with the
Issuer's lawsuit against the State of Rhode Island.
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the
Issuer caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAPITAL PROPERTIES, INC.
By /s/ Barbara J. Dreyer
Barbara J. Dreyer
President, Treasurer and
Principal Financial Officer
DATED: May 6, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 931
<SECURITIES> 0
<RECEIVABLES> 4485
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13452
<DEPRECIATION> 4516
<TOTAL-ASSETS> 15094
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1000
<OTHER-SE> 13143
<TOTAL-LIABILITY-AND-EQUITY> 15094
<SALES> 0
<TOTAL-REVENUES> 644
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 614
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 30
<INCOME-TAX> 14
<INCOME-CONTINUING> 16
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
