<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
- ---
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 1996
- ---
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 0-17051
Tuscarora Incorporated
(Exact name of registrant as specified in the charter.)
Pennsylvania 25-1119372
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
800 Fifth Avenue
New Brighton, Pennsylvania 15066
(Address of principal executive offices)
(Zip Code)
412-843-8200
(Registrant's telephone number, including area code)
Not applicable
(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 and (2) has been subject to such
filing requirements for at least the past 90 days.
Yes X No
--- ---
As of April 2, 1996, 6,270,489 shares of Common Stock, without par
value, of the registrant were outstanding.
<PAGE> 2
Tuscarora Incorporated
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I. Financial Information:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
February 29, 1996 and August 31, 1995 3
Condensed Consolidated Statements of
Income - Three and six month periods ended
February 29, 1996 and February 28, 1995 4
Condensed Consolidated Statements of
Cash Flows - Six months ended February 29,
1996 and February 28, 1995 5
Notes to Condensed Consolidated Financial
Statements 6-7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8-10
Part II. Other Information:
Item 4. Submission of Matters to a Vote of
Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Tuscarora Incorporated
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
February 29, August 31,
1996 1995
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
------
Current Assets
Cash and cash equivalents $ 1,001,949 $ 2,659,767
Trade accounts receivable, net of
provision for losses 24,063,393 23,463,267
Inventories 17,324,578 18,018,610
Prepaid expenses and other current assets 2,850,196 1,452,542
------------ ------------
45,240,116 45,594,186
Property, Plant and Equipment, net 71,933,457 67,591,194
Other Assets, net 4,714,251 4,535,879
------------ ------------
Total Assets $121,887,824 $117,721,259
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Current maturities of long-term debt $ 4,821,571 $ 4,819,255
Accounts payable 13,526,587 15,515,024
Accrued income taxes 510,644 365,986
Accrued payroll and related taxes 495,374 490,190
Other current liabilities 1,457,375 2,013,544
------------ ------------
20,811,551 23,203,999
Long-Term Debt - less current maturities 37,538,876 36,510,150
Deferred Income Taxes 1,690,432 1,849,078
Supplemental Pension Benefits 927,591 976,730
Other Long-Term Liabilities 403,047 407,941
------------ ------------
Total Liabilities 61,371,497 62,947,898
Shareholders' Equity
Preferred Stock - par value $.01 per share;
authorized shares, 1,000,000; none issued - -
Common Stock - without par value; authorized
shares, 20,000,000; issued shares, 6,254,181
at February 29, 1996 and 6,200,158 at
August 31, 1995 6,254,181 6,200,158
Capital surplus 3,316,119 2,259,502
Retained earnings 51,129,265 46,799,379
Foreign currency translation adjustment (163,757) (100,460)
------------ ------------
60,535,808 55,158,579
Less cost of reacquired shares of Common Stock;
1,289 shares at February 29, 1996 and 27,532 at
August 31, 1995 19,481 385,218
------------ ------------
Total Shareholders' Equity 60,516,327 54,773,361
------------ ------------
Total Liabilities and Shareholders' Equity $121,887,824 $117,721,259
============ ============
<FN>
Note: The consolidated balance sheet at August 31, 1995 has been taken from
the audited financial statements and condensed.
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
Tuscarora Incorporated
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
February 29, February 28, February 29, February 28,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $ 43,188,022 $ 37,890,171 $ 90,483,738 $ 76,809,994
Cost of Sales 33,274,525 29,114,584 68,613,281 58,256,052
------------ ------------ ------------ ------------
Gross profit 9,913,497 8,775,587 21,870,457 18,553,942
Selling and Administrative
Expenses 5,985,773 5,137,071 12,100,041 10,229,988
Interest Expense 685,899 569,398 1,393,966 1,031,287
Other (Income) Expense (23,294) 27,798 (32,115) 151,602
------------ ------------ ------------ ------------
6,648,378 5,734,267 13,461,892 11,412,877
------------ ------------ ------------ ------------
Income before income
taxes 3,265,119 3,041,320 8,408,565 7,141,065
Provision for Income Taxes 1,278,424 1,201,321 3,267,425 2,800,222
------------ ------------ ------------ ------------
Net income $ 1,986,695 $ 1,839,999 $ 5,141,140 $ 4,340,843
============ ============ ============ ============
Net income per share $.32 $.30 $.83 $.71
==== ==== ==== ====
Weighted average number of
shares of Common Stock
outstanding 6,241,537 6,150,701 6,211,577 6,149,380
========= ========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
Tuscarora Incorporated
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
February 29, February 28,
1996 1995
------------ ------------
<S> <C> <C>
Operating Activities
Net Income $ 5,141,140 $ 4,340,843
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 5,817,025 4,888,635
Amortization 292,119 324,114
Provision for losses on receivables 238,132 290,000
(Decrease) in deferred income taxes ( 178,202) ( 149,926)
(Gain) loss on sale of property, plant
and equipment, net ( 4,044) 21,440
Stock compensation expense 5,855 5,051
Changes in operating assets and liabilities, net
of effects of business acquisitions:
Decrease (increase):
Trade accounts receivable ( 329,594) ( 426,229)
Inventories 773,364 ( 1,716,103)
Prepaid expenses and other current assets (1,389,016) ( 917,045)
Other assets ( 111,021) 505,423
Increase (decrease):
Accounts payable (2,116,452) ( 2,043,937)
Accrued income taxes 75,316 ( 215,479)
Accrued payroll and related taxes 4,115 195,349
Other current liabilities ( 566,312) 535,277
Supplemental pension benefits ( 49,139) ( 37,536)
------------ ------------
Net cash provided by operating activities 7,603,286 5,599,877
------------ ------------
Investing Activities
Purchase of property, plant and equipment (9,714,540) ( 8,702,190)
Business acquisitions, net of cash acquired 129,066 ( 5,679,929)
Proceeds from sale of property, plant and
equipment 12,080 156,715
------------ ------------
Net cash (used for) investing activities (9,573,394) (14,225,404)
------------ ------------
Financing Activities
Proceeds from long-term debt 3,500,000 8,711,500
Payments on long-term debt (2,589,890) ( 2,044,405)
Dividends paid ( 811,254) ( 676,594)
Proceeds from sale of Common Stock 215,560 34,210
------------ ------------
Net cash provided by financing activities 314,416 6,024,711
------------ ------------
Effects of Foreign Currency Exchange Rate Changes
on Cash and Cash Equivalents ( 2,126) 2,651
------------ ------------
Net (decrease) in cash and cash equivalents (1,657,818) ( 2,598,165)
Cash and Cash Equivalents at Beginning of Period 2,659,767 3,671,490
------------ ------------
Cash and Cash Equivalents at End of Period $ 1,001,949 $ 1,073,325
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
Tuscarora Incorporated
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Condensed Consolidated Financial Statements
The condensed consolidated balance sheet at February 29, 1996 and
the consolidated statements of income and consolidated statements of cash
flows for the periods ended February 29, 1996 and February 28, 1995 have
been prepared by the Company, without audit. In the opinion of
Management, all adjustments necessary to present fairly the financial
position, results of operations and changes in cash flows at February 29,
1996 and for the periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's 1995 Annual Report to Shareholders and incorporated by
reference in the Company's annual report on Form 10-K for the fiscal year
ended August 31, 1995.
The results of operations for the period ended February 29, 1996 are
not necessarily indicative of the operating results to be expected for
the full year.
2. Inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
February 29, August 31,
1996 1995
------------ ------------
<S> <C> <C>
Finished goods $ 10,620,043 $ 9,317,095
Work in process 508,932 421,524
Raw materials 4,532,046 6,576,578
Supplies 1,663,557 1,703,413
------------ ------------
$ 17,324,578 $ 18,018,610
============ ============
</TABLE>
3. Acquisition
On December 1, 1995, the Company exchanged 51,177 shares of its
Common Stock and $20,038, having an aggregate value of $1,275,000, for
all the outstanding capital stock of Alpine Packaging, Inc., a designer
and manufacturer of specialty corrugated packaging, custom assembled wood
pallets and technical/military specification packaging in Colorado
Springs, Colorado. The Company will issue additional shares of its
Common Stock to the Alpine shareholders based on the operating results of
the business acquired, accounted for as a separate entity, for each of
the years 1995 through 1998. The Company is continuing the business
acquired at the same location under a long-term lease. The acquisition
was accounted for as a purchase transaction. The Condensed Consolidated
Statement of Cash Flows for the six months ended February 29, 1996
excludes the non-cash consideration related to the acquisition.
6
<PAGE> 7
4. Claims and Contingencies
Three lawsuits are pending against the Company involving claims of
sexual discrimination and harassment in which compensatory and punitive
damages are sought. The Company is vigorously contesting these lawsuits
and believes that, consistent with a policy in place for many years, it
promptly, reasonably and effectively responded to all incidents alleged.
Other employment related claims are pending before Federal and State
agencies.
The Company is also involved in certain legal and administrative
proceedings, including one with respect to a Superfund site, which may
result in the Company becoming liable for a portion of certain
environmental cleanup costs. With respect to these matters, the Company
believes that its share of the costs should not be significant. The
Company has accrued for its estimated share of the costs resulting from
the environmental claims.
In the opinion of Management, the disposition of the employment and
environmental claims should not have a material adverse effect on the
Company's financial position.
5. Reclassification
Certain amounts in the Consolidated Statements of Cash Flows for the
six months ended February 28, 1995 have been reclassified to be
consistent with the presentation for the six months ended February 29,
1996.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - SECOND QUARTER FISCAL 1996
COMPARED TO SECOND QUARTER FISCAL 1995
Net sales for the quarter ended February 29, 1996 were $43.2 million,
representing an increase of $5.3 million, or 14.0%, over the same quarter of
fiscal 1995. Approximately 49% of the increase in net sales was due to the
acquisitions of the similar businesses of M.Y. Trondex Ltd. in Northampton,
England and Glasgow, Scotland in February 1995 and Alpine Packaging, Inc. in
Colorado Springs, Colorado in December 1995. The balance of the increase in
net sales was due to increased demand in many of the Company's markets for both
custom molded and integrated materials products. The sales increase was
achieved despite a reduction in selling prices to most of the Company's custom
molded customers commencing in December 1995 and to severe winter weather that
stopped production at many of the Company's customers' manufacturing
facilities.
Gross profit for the quarter ended February 29, 1996 was $9.9 million, a
13.0% increase from $8.8 million in the second quarter of fiscal 1995. The
gross profit margin decreased to 23.0% from 23.2% primarily as a result of the
lower selling prices which were only partially offset by lower EPS resin costs
and the severe winter weather which resulted in lower productivity at a number
of the Company's manufacturing facilities.
Selling and administrative expenses increased $849,000 or 16.5% for the
quarter ended February 29, 1996 and increased slightly as a percentage of net
sales to 13.9% compared to 13.6% in the same period of fiscal 1995. The dollar
increase is due primarily to the expenses added as a result of the acquisition
in February 1995, other increased employee costs and increased professional
fees.
Interest expense for the quarter ended February 29, 1996 was $686,000
compared to $569,000 in the second quarter of fiscal 1995. The increase of
$117,000, or 20.5%, is due to an increase in long-term debt, most of which
occurred in fiscal 1995, and to higher interest rates throughout the quarter
than in the second quarter of fiscal 1995.
Income before income taxes for the quarter ended February 29, 1996
increased to $3.3 million from $3.0 million in the same period of fiscal 1995,
an increase of $300,000 or 7.4%. The provision for income taxes for the
quarter ended February 29, 1996 increased due to the increased income before
income taxes.
Net income for the quarter ended February 29, 1996 was $2.0 million, an
increase of 8.0% from the $1.8 million earned in the same quarter of fiscal
1995. The increase was due primarily to the increases in net sales and gross
profit.
The net sales and net income for the three months ended February 29, 1996
were Company records for a second fiscal quarter.
8
<PAGE> 9
RESULTS OF OPERATIONS - SIX MONTHS ENDED FEBRUARY 29, 1996
COMPARED TO SIX MONTHS ENDED FEBRUARY 28, 1995
Net sales for the six months ended February 29, 1996 were $90.5 million,
representing an increase of $13.7 million, or 17.8%, over the same period of
fiscal 1995. The increase is attributable to the same factors as resulted in
the increase for the quarter ended February 29, 1996. Approximately 42% of the
sales increase was attributable to the M.Y. Trondex Ltd. and Alpine Packaging,
Inc. acquisitions in February 1995 and December 1995, respectively.
Gross profit for the six months ended February 29, 1996 was $21.9 million,
a 17.9% increase from $18.6 million in the same period of fiscal 1995. The
gross profit margin for both the first six months of fiscal 1996 and fiscal
1995 was 24.2%. The gross profit margin remained steady for the six month
period, as the increase in margin during the first fiscal quarter, before
selling prices were lowered, was offset by the decrease in margin during the
second fiscal quarter.
Selling and administrative expenses increased $1.9 million or 18.3% for
the six months ended February 29, 1996 and increased slightly as a percentage
of net sales to 13.4% compared to 13.3% in the same period of fiscal 1995. The
dollar increase is due primarily to the expenses added as a result of the
acquisition in February 1995, other increased employee costs and increased
professional fees.
Interest expense for the six months ended February 29, 1996 was $1.4
million compared to $1.0 million in the first six months of fiscal 1995. The
increase of $363,000, or 35.2%, is due to the increase in long-term debt and to
slightly higher interest rates during the first six months of fiscal 1996.
Income before income taxes for the six months ended February 29, 1996
increased to $8.4 million from $7.1 million in the same period of fiscal 1995,
an increase of $1.3 million or 17.7%. The provision for income taxes for the
six months ended February 29, 1996 increased due to the increased income before
income taxes.
Net income for the six months ended February 29, 1996 was $5.1 million, an
increase of 18.4% from the $.43 million earned in the same quarter of fiscal
1995. The increase was due primarily to the increases in net sales and gross
profit.
The net sales and net income were Company records for a six month period.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for the six months ended
February 29, 1996 amounted to $7.6 million compared to $6.0 million for the
same period in fiscal 1995. Depreciation and amortization for the same six
month periods amounted to $6.1 million and $5.2 million, respectively. Because
a substantial portion of cash flow provided from operations results from
depreciation and amortization, the Company believes that its liquidity would
not be adversely affected should a period of reduced earnings occur.
9
<PAGE> 10
During the six months ended February 29, 1996, the Company's inventories
and accounts payable decrease despite the higher manufacturing activity,
primarily due to the Company maintaining minimum raw material inventory levels
as raw material prices trended lower during the period. The Company's accounts
receivable increased slightly as a result of the higher sales level during the
period.
Capital expenditures for property, plant and equipment during the six
months ended February 29, 1996 amounted to $9.7, including $433,000 for
environmental equipment. In December 1995, the Company exchanged 51,177 shares
of its Common Stock and a small amount of cash having an aggregate value of
$1.3 million for all the outstanding capital stock of Alpine Packaging, Inc.
(see Note 3 to the Condensed Consolidated Financial Statements).
Total debt of the Company amounted to $42.4 million at February 29, 1996,
of which $37.8 million was borrowed under a credit agreement with the Company's
principal bank, including $9.0 million out of an available $14.0 million under
a revolving credit agreement. During the six months ended February 29, 1996,
$3.5 million was borrowed under the above revolving credit agreement. Total
debt amounted to $41.3 million at August 31, 1995.
On December 14, 1995, the Company declared its regular semiannual cash
dividend of $.13 per share payable on January 5, 1996 to shareholders of record
on December 26, 1995. A cash dividend of $.11 per share was paid in January
1996.
Cash provided by operating activities as supplemented by the amount
available under the bank credit agreement should be sufficient to enable the
Company to continue to fund its operating requirements, capital expenditures
and cash dividends, as well as any payments required to satisfy any claims and
contingencies referred to under Note 4 to the Condensed Consolidated Financial
Statements. The Company will continue to look for the acquisition of similar
or related businesses.
INFLATION
The impact of inflation on the Company's financial position and results of
operations has not been significant during the periods discussed.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on December 14,
1995. The holders of 5,472,264 shares of the Company's Common Stock
(approximately 88.48% of the shares entitled to be voted) were present at the
meeting in person or by proxy. The matters voted upon at the meeting were (i)
the election of three persons to serve as directors for a three-year term
expiring at the annual meeting of shareholders in 1998, and (ii) the
ratification of the appointment of S. R. Snodgrass, A.C. as the independent
public accountants to audit the financial statements of the Company and its
subsidiaries for the 1996 fiscal year.
David I. Cohen, Abe Farkas and John P. O'Leary, Jr. the nominees of the
Company's Board of Directors, were elected to serve as directors until 1998.
There were no other nominees. Shares were voted as follows:
<TABLE>
<CAPTION>
Withhold
Name For Vote For
---------------------- --------- --------
<S> <C> <C>
David I. Cohen 5,461,479 10,785
Abe Farkas 5,401,989 70,275
John P. O'Leary, Jr. 5,463,429 8,835
</TABLE>
The appointment of S. R. Snodgrass, A.C. as the independent public
accountants for the 1996 fiscal year was ratified: affirmative votes,
5,463,245 shares; negative votes, 4,344 shares; and abstained, 4,675 shares.
ITEM. 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The exhibits listed below are filed as a part of this quarterly report.
<TABLE>
<CAPTION>
Exhibit No. Document
----------- -------------------------------------------
<S> <C>
11 Computation of Net Income Per Share.
27 Financial Data Schedule.
</TABLE>
(b) REPORTS ON FORM 8-K
On February 9, 1996, the Board of Directors of the Company appointed
Ernst & Young LLP as independent accountants to audit the financial statements
of the Company and its subsidiaries for the fiscal year ending August 31, 1997.
The change in independent accountants was reported under Item 4 of a current
report on Form 8-K which was filed on February 16, 1996.
11
<PAGE> 12
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.
Tuscarora Incorporated
(Registrant)
Date: April 12, 1996 By /s/ John P. O'Leary, Jr.
------------------------------
John P. O'Leary, Jr.,
President and
Chief Executive Officer
Date: April 12, 1996 By /s/ Brian C. Mullins
------------------------------
Brian C. Mullins,
Vice President and
Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
12
<PAGE> 13
Tuscarora Incorporated
FORM 10-Q FOR QUARTER ENDED FEBRUARY 29, 1996
EXHIBIT LIST
The following exhibits are filed as a part of this quarterly report on Form
10-Q.
<TABLE>
<CAPTION>
Exhibit
No. Document
- ----------- ---------------------------------------------
<S> <C>
11 Computation of Net Income Per Share.
27 Financial Data Schedule.
</TABLE>
<PAGE> 1
Tuscarora Incorporated
EXHIBIT 11 - COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
February 29, February 28, February 29, February 28,
1996 1995 1996 1995
------------ ------------ ------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
PRIMARY
Weighted average number of
shares of Common Stock
outstanding 6,242 6,151 6,212 6,149
Net effect of dilutive stock
options - based on the
treasury stock method using
average market price 123 104 126 95
----- ----- ----- -----
TOTAL 6,365 6,255 6,338 6,244
===== ===== ===== =====
Net income 1,987 1,840 5,141 4,341
===== ===== ===== =====
Per share amount $ .31 $ .29 $ .81 $ .70
===== ===== ===== =====
FULLY DILUTED
Weighted average number of
shares of Common Stock
outstanding 6,242 6,151 6,212 6,149
Net effect of dilutive stock
options - based on the
treasury stock method using
greater of average market
price or closing market price 127 136 127 137
----- ----- ----- -----
TOTAL 6,369 6,287 6,339 6,286
===== ===== ===== =====
Net income 1,987 1,840 5,141 4,341
===== ===== ===== =====
Per share amount $ .31 $ .29 $ .81 $ .69
===== ===== ===== =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> FEB-29-1996
<CASH> 1,001,949
<SECURITIES> 0
<RECEIVABLES> 24,805,225
<ALLOWANCES> 741,832
<INVENTORY> 17,324,578
<CURRENT-ASSETS> 45,240,116
<PP&E> 146,469,530
<DEPRECIATION> 74,536,073
<TOTAL-ASSETS> 121,887,824
<CURRENT-LIABILITIES> 20,811,551
<BONDS> 37,538,876
<COMMON> 6,254,181
0
0
<OTHER-SE> 54,262,146
<TOTAL-LIABILITY-AND-EQUITY> 121,887,824
<SALES> 90,483,738
<TOTAL-REVENUES> 90,483,738
<CGS> 68,613,281
<TOTAL-COSTS> 68,613,281
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 238,132
<INTEREST-EXPENSE> 1,393,966
<INCOME-PRETAX> 8,408,565
<INCOME-TAX> 3,267,425
<INCOME-CONTINUING> 5,141,140
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,141,140
<EPS-PRIMARY> 0.81
<EPS-DILUTED> 0.81
</TABLE>
