<PAGE>
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 MAY 2, 1998
---------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________________to____________________
Commission File number 1-258
--------------------------------------------------
JG INDUSTRIES, INC.
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
ILLINOIS 36-1141010
--------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5630 WEST BELMONT AVENUE CHICAGO, IL 60634
------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(773) 481-5410
------------------------------------------------------------------------
(Registrant's telephone number, including area code)
------------------------------------------------------------------------
(Former name, former address and former fiscal
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 requirement for the past 90 days.
Yes X No
--- ---
Common Stock outstanding as of May 2, 1998 - 1,060,670 shares
-------------------------------------------------------------
1
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
Company or group of companies for which report is filed:
JG INDUSTRIES, INC. AND SUBSIDIARIES (Company)
----------------------------------------------
In the opinion of management, all adjustments necessary to fairly present the
condensed consolidated financial position of the Company as of May 2, 1998,
January 31, 1998, and April 26, 1997 and the results of its operations and its
cash flows for the quarters ended May 2, 1998 (first quarter of fiscal 1999) and
April 26, 1997 (first quarter of fiscal 1998) have been included. These
adjustments consist solely of normal recurring accruals. The results of
operations for such interim periods are not necessarily indicative of results
for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto in the
Company's latest Annual Report on Form 10-K.
2
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
May 2, January 31, April 26,
1998 1998 1997
-------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 323 $ 630 $ 565
Receivables, net 493 281 540
Merchandise inventories 6,721 6,242 7,481
Other current assets 221 304 342
-------- ------- -------
Total current assets 7,758 7,457 8,928
-------- ------- -------
Land, buildings and
equipment, at cost 15,079 14,907 15,081
Less accumulated depreciation
and amortization 10,148 9,916 9,636
-------- ------- -------
4,931 4,991 5,445
-------- ------- -------
Leasehold rights, net 28 28 31
Other assets - restricted $1,538,
$1,538 and $1,441, respectively 1,735 1,737 1,619
-------- ------- -------
$ 14,452 $14,213 $16,023
======== ======= =======
LIABILITIES, COMMON STOCK AND
OTHER SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 28 $ 28 $ 582
Accounts payable 3,723 2,574 3,737
Accrued liabilities 2,129 2,319 1,867
Accrued dividends 7 7 5
-------- ------- -------
Total current liabilities 5,887 4,928 6,191
-------- ------- -------
Long-term debt, less current portion 2,511 2,518 1,164
Other long-term liabilities 803 825 857
Minority interest 1,382 1,358 1,285
Common stock and other shareholders' equity:
Common shares; no par value;
authorized 10,000,000 shares;
issued 2,405,770 shares 11,246 11,246 11,246
Paid-in capital 5,939 5,939 5,939
Convertible preferred stock; no par
value; authorized and issued 1,500 shares 1,500 1,500 1,500
Accumulated deficit (11,203) (10,488) (8,546)
Treasury shares - 1,345,100, 1,345,100 and
1,345,098 shares at cost, respectively (3,613) (3,613) (3,613)
-------- ------- -------
3,869 4,584 6,526
-------- ------- -------
$ 14,452 $14,213 $16,023
======== ======= =======
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MAY 2, 1998 AND APRIL 26, 1997
(in thousands, except share data)
(unaudited)
---------------------------------------
<TABLE>
<CAPTION>
Quarter Ended
---------------------
May 2, April 26,
1998 1997
--------- ---------
<S> <C> <C>
Net sales $ 11,749 $ 11,754
Cost of sales 7,779 7,858
--------- ---------
Gross profit 3,970 3,896
Selling, general and
administrative expenses 4,579 4,587
--------- ---------
Operating loss (609) (691)
Interest expense, net (38) (7)
Minority interest in net income
of subsidiary (24) (23)
--------- ---------
Loss before income tax provision (671) (721)
Income tax provision (10) (10)
--------- ---------
Net loss $ (681) $ (731)
========= =========
Net loss available to common shareholders $ (715) $ (765)
========= =========
Net loss per common share - basic
and diluted $ (0.67) $ (0.72)
========= =========
Weighted average number of common
shares outstanding 1,060,670 1,060,688
========= =========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY
for the fiscal year ended January 31, 1998
and the quarter ended May 2, 1998
(in thousands, except share data)
(unaudited)
------------
<TABLE>
<CAPTION>
Total Common
Stock and Other
Common Paid-In Preferred Accumulated Treasury Shareholders'
Shares Capital Stock Deficit Shares Equity
------- ------- --------- ----------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Balances, January 25, 1997 $11,246 $5,939 $1,500 $ (7,781) $(3,613) $ 7,291
Net loss, fiscal 1998 (2,569) (2,569)
Dividends accrued on
convertible preferred stock (138) (138)
------- ------- --------- ----------- -------- ---------------
Balances, January 31, 1998 11,246 5,939 1,500 (10,488) (3,613) 4,584
Net loss, thirteen week
period ended May 2, 1998 (681) (681)
Dividends accrued on
convertible preferred stock (34) (34)
------- ------- --------- ----------- -------- ---------------
Balances, May 2, 1998 $11,246 $5,939 $1,500 $(11,203) $(3,613) $3,869
======= ======= ========= =========== ======== ===============
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
5
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MAY 2, 1998 AND APRIL 26, 1997
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended
--------------------
May 2, April 26,
1998 1997
------ ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(681) $ (731)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 232 241
Minority interest 24 23
Changes in assets and liabilities:
Accounts receivable (212) (250)
Merchandise inventories (479) (1,176)
Other assets (current) 83 (117)
Other assets (noncurrent) 2 (1)
Accounts payable and accrued liabilities 959 1,100
Other liabilities (noncurrent) (22) (10)
------ ---------
Net cash used in operating activities (94) (921)
------ ---------
Cash flows from investing activities:
Capital expenditures (172) (173)
Purchase of annuity contract (21)
------ ---------
Net cash used in investing activities (172) (194)
------ ---------
Cash flows from financing activities:
Principal payments of long-term debt (7)
Dividends paid on convertible preferred stock (34) (34)
------ ---------
Net cash used in financing activities (41) (34)
------ ---------
Net decrease in cash and cash equivalents (307) (1,149)
------ ---------
Cash and cash equivalents at beginning of year 630 1,714
------ ---------
Cash and cash equivalents at end of quarter $ 323 $ 565
====== =========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
6
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
1) Merchandise inventories are stated at the lower of cost or market. Cost is
determined on the last-in, first-out (LIFO) basis for approximately 88%,
86% and 88% of the inventory as of May 2, 1998, January 31, 1998 and April
26, 1997, respectively, using the retail method. The remaining inventory is
valued on the first-in, first-out (FIFO) basis using the retail method. If
the FIFO method had been used to value all inventories, cost would have
been $512,000, $497,000, and $445,000 higher at May 2, 1998, January 31,
1998 and April 26, 1997, respectively.
2) Receivables are presented net of allowances for doubtful accounts of
approximately $21,000 at May 2, 1998 and January 31, 1998, and $42,000 at
April 26, 1997.
3) Leasehold rights are shown net of accumulated amortization of $22,000 at
May 2, 1998 and January 31, 1998, and $19,000 at April 26, 1997.
4) On December 13, 1996, the Company, pursuant to the terms of a certain Stock
Purchase Agreement, by and among Jupiter Industries, Inc. ("Jupiter") and
the Company, purchased from Jupiter, (i) 1,293,258 shares of the Company's
Common Stock, and (ii) 445 shares of the Company's Series A Preferred
Stock, for an aggregate purchase price of $5,510,864 of which $2,500,108
was paid in cash, $1,264,858 was paid by offset against liabilities of
Jupiter to the Company, and $1,745,898 was paid by delivery of a promissory
note.
The Jupiter promissory note provides upon an event of default, as defined
in the agreement, at the option of the holder, the outstanding principal
amount plus any accrued but unpaid interest may be converted into Common
Stock of the Company. The note is subordinated to any Senior Debt of the
Company and is payable in full upon change of ownership or control. The
payment of dividends and the purchase of Common Stock are restricted by
terms of the agreement. Additionally, other distributions of cash,
securities or property are also restricted.
The Jupiter promissory note was payable in three installments commencing
December 13, 1997. The Company did not make the first installment payment
of $581,966 due to pending debt restructuring negotiations. Effective May
15, 1998, the original $1,745,898 promissory note obligation was amended
and restated. The amended and restated promissory note is non-interest
bearing unless an event of default occurs thereunder, at which time
interest will be accrued at 9% per annum from the date of default. The note
is payable in three annual installments of $581,966 each commencing May 15,
1999, with the last installment due and payable on May 15, 2001. As a
result of the amendment and restatement, the obligation is reported as a
non-current liability as of January 31, 1998 and May 2, 1998.
In addition, the accrued and unpaid interest of approximately $149,000 as
of May 15, 1998 was forgiven. As a result of this transaction, the Company
will recognize an extraordinary gain on debt restructuring of approximately
$129,000, net of related expenses, in the second quarter of fiscal 1999.
7
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
5) Effective April 23, 1997, Goldblatt's Department Stores, Inc.
("Goldblatt's", a wholly-owned subsidiary of the Company) executed a new
line of credit Agreement with a maturity date of May 1, 1998. The Agreement
provides a line of credit of up to $2,000,000 based on availability of a
borrowing base equal to 45% of merchandise inventory. The line of credit is
collateralized by Goldblatt's inventory and cash and cash equivalents. The
Agreement requires that Goldblatt's maintain an inventory level of at least
$5,500,000, a tangible net worth of $5,500,000 and imposes net loss
restrictions for fiscal years 1998 and 1999. As of January 31, 1998,
Goldblatt's was in violation of the net loss covenant. Subsequent to year-
end, the financial institution granted Goldblatt's a waiver of this
covenant effective January 31, 1998 and, in addition, amended the line of
credit maturity date to April 15, 1999.
As of May 2, 1998, Goldblatt's was in violation of the tangible net worth
covenant. Subsequent to this date, the financial institution has granted
Goldblatt's a waiver of this covenant, effective May 2, 1998, as to the
fiscal quarter ending May 2, 1998. There were no outstanding borrowings on
the line on May 2, 1998 and, as of that date, $2,000,000 was available on
the line of credit.
6) Effective January 30, 1998, Goldblatt's entered into a mortgage loan
agreement for $800,000 with an 8.5% fixed rate of interest from a regional
financial institution. The mortgage is secured by a parcel of owned real
estate housing a Goldblatt's store. The loan agreement stipulates monthly
principal and interest payments of $7,878 and a final principal payment of
approximately $547,000 due on January 31, 2005. The loan agreement requires
that no default exists under the line of credit agreement.
7) On December 13, 1996, the Company, pursuant to the terms of a certain
Series B Convertible Preferred Stock Purchase Agreement (the "Series B
Preferred Stock Purchase Agreement"), by and among certain officers and a
director of the Company (collectively, the "Purchasers") and the Company,
issued and sold to the Purchasers, through a private placement, 1,500
shares of Series B Convertible Preferred Stock of the Company, no par value
per share (the "Series B Preferred Shares"), for an aggregate purchase
price of $1,500,000. Holders of Series B Preferred Shares are entitled to
vote with the holders of Common Stock on all matters submitted to a vote of
the Company's shareholders as a single class. Currently, each share of
Series B Preferred Stock is entitled to 444.44 votes.
Dividends upon each Series B Preferred Share accrue daily at a rate equal
to 9% per annum. Dividends accumulate until paid, and are paid when and as
declared by the Board of Directors. At any time prior to the fifth
anniversary of issuance (automatic conversion), holders of Series B
Preferred Shares may convert such shares into a number of shares of the
Company's Common Stock. The current conversion price is $2.25 per share.
8
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
8) For the first quarters of fiscal 1999 and 1998, basic and diluted per share
calculations are computed based on the weighted average number of common
shares outstanding of 1,060,670, and 1,060,688, respectively. Incremental
shares from assumed conversions of preferred stock and stock options of
666,667 and 679,629 in the first quarters of fiscal 1999 and 1998,
respectively, are not included as they would be anti-dilutive. Options to
purchase 163,167 shares of common stock were outstanding at May 2, 1998,
but were not included in the computation of diluted earnings per share
since the options' exercise prices were greater than the average market
price of the common shares, and they also would be anti-dilutive.
Loss per share applicable to common shares is computed after recognition of
the dividend requirements on the convertible preferred stock of $34,000 in
fiscal 1999 and $34,000 in fiscal 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
--------------------------------
Cash and cash equivalents decreased by $307,000 during the quarter ended May 2,
1998, which included approximately $94,000 of net cash used in operating
activities. Accounts receivable increased by $212,000 due primarily to a normal
increase in layaway receivables during the first quarter. Merchandise inventory
levels increased by $479,000 during the quarter as compared to an increase of
$1,176,000 during the same period last year. This is the result of additional
controls implemented in the purchasing function to help monitor overstocked
inventory levels.
Goldblatt's spent approximately $99,000 on capital expenditures during the first
quarter of fiscal 1999 related to normal capital maintenance. Expenditures
related to normal capital maintenance for the remainder of fiscal 1999 will be
minimal as no new store openings or renovations are planned.
The Company will spend approximately $150,000 through fiscal year 2000 to take
the steps necessary to enable the proper computer processing of transactions
related to the year 2000 and beyond. Maintenance or modification costs will be
expensed as incurred, while the replacement of certain systems will be recorded
as assets and amortized. The Company does not expect the amounts required to be
expensed over the next two years to have a material effect on its financial
position or results of operations.
9
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
-------------------------------------------
Effective April 23, 1997, Goldblatt's executed a new line of credit Agreement
with a maturity date of May 1, 1998. The Agreement provides a line of credit of
up to $2,000,000 based on availability of a borrowing base equal to 45% of
merchandise inventory. The line of credit is collateralized by Goldblatt's
inventory and cash and cash equivalents. The Agreement requires that Goldblatt's
maintain an inventory level of at least $5,500,000, a tangible net worth of
$5,500,000 and imposes net loss restrictions for fiscal years 1998 and 1999. As
of January 31, 1998, Goldblatt's was in violation of the net loss covenant.
Subsequent to year-end, the financial institution granted Goldblatt's a waiver
of this covenant effective January 31, 1998 and, in addition, amended the line
of credit maturity date to April 15, 1999.
As of May 2, 1998, Goldblatt's was in violation of the tangible net worth
covenant of the line of credit Agreement. Subsequent to this date, the financial
institution has granted Goldblatt's a waiver of this covenant, effective May 2,
1998, as to the fiscal quarter ending May 2, 1998. There were no outstanding
borrowings on the line on May 2, 1998 and, as of that date, $2,000,000 was
available on the line of credit.
As of January 30, 1998, Goldblatt's entered into a mortgage loan agreement for
$800,000 with an 8.5% fixed rate of interest from a regional financial
institution. The mortgage is secured by a parcel of owned real estate housing a
Goldblatt's store. The loan agreement stipulates monthly principal and interest
payments of $7,878 and a final principal payment of approximately $547,000 due
on January 31, 2005. The loan agreement requires that no default exists under
the line of credit agreement.
Effective May 15, 1998, the original $1,745,898 Jupiter 6% promissory note
obligation was amended and restated. The amended and restated promissory note is
non-interest bearing unless an event of default occurs, as defined in the
agreement, and is payable in three annual installments of $581,966 each
commencing May 15, 1999, with the last installment due and payable on May 15,
2001.
The Company believes that Goldblatt's working capital and line of credit will be
adequate to fund current operations and service the Company's debt through
fiscal 1999.
10
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
RESULTS OF OPERATIONS
---------------------
Quarter Ended May 2, 1998 (fiscal 1999)vs.
- ------------------------------------------
Quarter Ended April 26, 1997 (fiscal 1998)
- ------------------------------------------
The net loss decreased by approximately $50,000, or 6.8%, as compared to the
first quarter of fiscal 1998.
Net sales for the quarter were $11,749,000 as compared to $11,754,000 during the
first quarter of fiscal 1998. Sales were negatively impacted by severe weather
during March that resulted in power outages effectively closing two of our
stores for a period of four days and impaired sales in all stores. It is
estimated that total sales losses during this period exceeded $250,000.
The Company's gross profit percentage improved to 33.8% of sales as compared to
33.1% of sales in the first quarter of fiscal 1998. This improvement is due to
improved merchandise controls over inventory stock levels, coupled with more
opportunistic purchasing and a reduction in markdowns.
Payroll related costs increased by approximately $97,000 for the quarter as
compared to the previous year, due primarily to the increase in the federal
minimum wage. A reduction in maintenance and other outside service related
expenses helped to offset the aforementioned payroll increase. As a result,
total selling, general and administrative expenses ("SG&A") remained consistent
at 39.0% of sales for the first quarters of fiscal 1999 and 1998.
11
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
PART II - OTHER INFORMATION
- ---------------------------
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - None
12
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
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 under-
signed thereunto fully authorized.
JG INDUSTRIES, INC.
-------------------
(Registrant)
Date: June 18, 1998 /s/ Clarence Farrar
------------- --------------------
CLARENCE FARRAR
President
/s/ Clifford Gutmann
---------------------
CLIFFORD GUTMANN
Chief Financial Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the JG Industries, Inc. Form 10-Q for the first quarter of fiscal year 1999 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> JAN-30-1999 JAN-31-1998
<PERIOD-START> FEB-01-1998 JAN-26-1997
<PERIOD-END> MAY-02-1998 APR-26-1997
<CASH> 323 565
<SECURITIES> 0 0
<RECEIVABLES> 514 582
<ALLOWANCES> 21 42
<INVENTORY> 6,721 7,481
<CURRENT-ASSETS> 7,758 8,928
<PP&E> 15,079 15,081
<DEPRECIATION> 10,148 9,636
<TOTAL-ASSETS> 14,452 16,023
<CURRENT-LIABILITIES> 5,887 6,191
<BONDS> 2,511 1,164
0 0
1,500 1,500
<COMMON> 11,246 11,246
<OTHER-SE> (8,877) (6,220)
<TOTAL-LIABILITY-AND-EQUITY> 14,452 16,023
<SALES> 11,749 11,754
<TOTAL-REVENUES> 11,749 11,754
<CGS> 7,779 7,858
<TOTAL-COSTS> 7,779 7,858
<OTHER-EXPENSES> 4,579 4,587
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 38 7
<INCOME-PRETAX> (671) (721)
<INCOME-TAX> 10 10
<INCOME-CONTINUING> (681) (731)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (681) (731)
<EPS-PRIMARY> (.67) (.72)
<EPS-DILUTED> (.67) (.72)
</TABLE>
