<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 April 2, 1995
-------------------------------------------------
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 1-10183
---------------------------------------------------------
Schwitzer, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 35-1764400
- -------------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Brevard Road, P.O. Box 15075, Asheville, North Carolina 28813
- -------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(704) 684-4102
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
[X] Yes [ ] No
As of May 1, 1995 the registrant had outstanding 7,263,250 shares of Common
Stock, par value $.10 per share.
Exhibit Index is located on pages 11 & 12. Total number of pages is 14.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCHWITZER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
-----------------------
APRIL 2, APRIL 3,
1995 1994
-------- --------
<S> <C> <C>
NET SALES $45,895 $36,746
Cost of sales 35,360 28,101
-------- --------
GROSS PROFIT 10,535 8,645
Selling, administrative and research and
development expenses 5,103 4,330
-------- --------
INCOME FROM OPERATIONS 5,432 4,315
Interest expense, net 513 1,037
Other expense, net 221 505
-------- --------
INCOME BEFORE INCOME TAXES 4,698 2,773
Income taxes 1,865 1,049
-------- --------
NET INCOME $ 2,833 $ 1,724
-------- --------
-------- --------
NET INCOME PER SHARE:
Primary $ 0.381 $ 0.236
-------- --------
-------- --------
Fully Diluted $ 0.377 $ 0.234
-------- --------
-------- --------
</TABLE>
See notes to unaudited condensed consolidated financial statements.
-2-
<PAGE>
SCHWITZER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 2, JANUARY 1,
ASSETS 1995 1995
----------- ----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and temporary cash investments $ 2,659 $ 2,414
Trade accounts receivable, net of
reserves of $640 and $627 31,164 23,888
Inventories 19,121 19,646
Other current assets 3,380 3,962
----------- ----------
Total current assets 56,324 49,910
PROPERTIES AND EQUIPMENT, net of
accumulated depreciation of $56,669
and $54,785 30,482 30,301
OTHER ASSETS 2,399 2,411
----------- ----------
Total assets $89,205 $82,622
----------- ----------
----------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt and current maturities
of long-term debt $ 706 $ 635
Trade accounts payable 12,775 11,293
Accrued income taxes 3,306 1,676
Accrued expenses 15,711 14,774
----------- ----------
Total current liabilities 32,498 28,378
LONG-TERM DEBT 20,957 21,910
ACCRUED POSTRETIREMENT BENEFITS OTHER
THAN PENSIONS 6,604 6,757
DEFERRED INCOME TAXES 1,127 1,033
----------- ----------
Total liabilities 61,186 58,078
----------- ----------
SHAREHOLDERS' EQUITY:
Common stock 724 723
Paid-in capital 19,101 19,062
Less - Deferred compensation (15) (37)
Retained Earnings 9,442 6,609
Foreign currency translation adjustments (1,233) (1,813)
----------- ----------
Total shareholders' equity 28,019 24,544
----------- ----------
Total liabilities and shareholders' equity $89,205 $82,622
----------- ----------
----------- ----------
</TABLE>
See notes to unaudited condensed consolidated financial statements.
-3-
<PAGE>
SCHWITZER, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
-----------------------
APRIL 2, APRIL 3,
1995 1994
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,833 $ 1,724
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,523 1,553
Changes in assets and liabilities:
Trade accounts receivable (6,910) (986)
Inventories 758 (954)
Other current assets 630 (72)
Trade accounts payable 1,265 2,242
Accrued expenses and postretirement benefits 2,334 793
Other, net 25 145
-------- --------
Net cash provided by operating activities 2,458 4,445
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in properties and equipment (1,330) (1,262)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (984) (3,048)
Increase in short-term debt, net 13 25
Proceeds from exercise of stock options 40 10
-------- --------
Net cash used in financing activities (931) (3,013)
Effect of exchange rate changes on cash and
temporary cash investments 48 (2)
-------- --------
NET INCREASE IN CASH AND TEMPORARY
CASH INVESTMENTS 245 168
CASH AND TEMPORARY CASH INVESTMENTS,
beginning of period 2,414 2,439
-------- --------
CASH AND TEMPORARY CASH INVESTMENTS,
end of period $ 2,659 $ 2,607
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 131 $ 344
Income taxes $ 208 $ 12
-------- --------
-------- --------
</TABLE>
See notes to unaudited condensed consolidated financial statements.
-4-
<PAGE>
SCHWITZER, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 2, 1995
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
1. BASIS OF PRESENTATION:
The condensed consolidated financial statements include those assets,
liabilities, revenues and expenses of the following operations that comprise
Schwitzer, Inc. (the Company): Schwitzer U.S. Inc., Schwitzer Manufacturing
Canada Inc., Schwitzer (Europe) Holdings Limited, and Lacom Schwitzer
Equipamentos, Ltda.
Accounting policies used in the preparation of the quarterly condensed
financial statements are consistent with the accounting policies described in
the notes to consolidated financial statements appearing in the Company's
Annual Report to Shareholders, which notes were incorporated by reference
into the Company's Annual Report on Form 10-K for the year ended January 1,
1995. In the opinion of management, the accompanying interim financial
statements reflect all adjustments which are necessary for a fair
presentation of the Company's financial position, results of operations and
cash flows for the interim periods presented. The results for such interim
periods are not necessarily indicative of results for the full year. These
financial statements should be read in conjunction with the consolidated
financial statements and the accompanying notes included in the
aforementioned Annual Report to Shareholders.
2. INVENTORIES:
Inventories consisted of the following:
<TABLE>
<CAPTION> APRIL 2, JANUARY 1,
1995 1995
----------- ----------
(UNAUDITED)
<S> <C> <C>
Finished goods $ 6,558 $ 6,323
Work in process 5,162 5,390
Raw materials 7,401 7,933
----------- ----------
Total inventories $19,121 $19,646
----------- ----------
----------- ----------
</TABLE>
3. NET INCOME PER SHARE:
Net income per share amounts were determined based on the weighted average
numbers of common and common equivalent shares, which were as follows:
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
-----------------------
APR. 2, APR. 3,
1995 1994
--------- ---------
<S> <C> <C>
Primary 7,443,092 7,311,934
Fully Diluted 7,519,320 7,363,251
</TABLE>
-5-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Three Months Ended April 2, 1995
Compared to
Three Months Ended April 3, 1994
The Company's net earnings improved to $2.8 million ($.38 per share) in the
first quarter of 1995 from $1.7 million ($.24 per share) in the year-ago
quarter. The primary factors in this improvement were increased sales volumes
worldwide and lower interest expense, partially offset by higher sales,
administration and research and development costs.
Worldwide net sales were up 25 percent with nearly all of the improvement
coming from volume gains rather than price increases. Each of the Company's
major geographic segments - North America, Europe and Brazil - realized gains
over last year's first quarter volumes. In North America, the Company
realized an 8 percent improvement in sales reflecting higher industry sales
of trucks, construction equipment and agricultural machinery. In Europe, a
rebound in truck production along with OEM market share gains led to a 60
percent (51 percent in local currency) increase in sales. Brazil's sales
increased 112 percent as OEM and aftermarket truck production continued to
expand from historically depressed levels.
The Company's consolidated gross profit in the first quarter of 1995 was 23.0
percent of net sales compared to 23.5 percent in the year-ago quarter. Higher
sales boosted margins by improving the Company's utilization of production
capacity at all manufacturing facilities. This benefit was offset, however,
by higher material costs and an unfavorable product mix.
Selling, administrative and research and development (SAR) expenses increased
17.9 percent over the first quarter of 1994. SAR expenses increased
approximately $.3 million in Europe mainly due to increased business
activities including new computer system conversion costs. Administrative
expenses increased by $.4 million in Brazil primarily due to wage indexation
and other employee cost increases including currency exchange factors.
Net interest expense was lower in the first quarter of 1995 primarily due to
the conclusion of an interest rate swap agreement that expired in April 1994.
This agreement had fixed the interest rate on $22 million of principal at
10.29 percent. Further favorably impacting interest expense was the lower
levels of debt borrowings in 1995 versus 1994. Management expects borrowing
requirements to continue to decrease throughout 1995.
Net other expense was lower compared to the first quarter of 1994 primarily
due to reduced currency-related losses caused by hyperinflation in Brazil.
These gains and/or losses are stated net of recoveries, such as interest
charges on trade receivables, that the Company is able to obtain in the
Brazilian marketplace. The sensitivity of these net charges or credits to
significantly
-6-
<PAGE>
fluctuating variables, such as local inflation and currency exchange rates
and the composition of the Brazilian subsidiary's balance sheet, has resulted
in significant fluctuations in net other expense in past quarterly
comparisons. Future quarterly comparisons could be similarly affected. Such
currency-related adjustments primarily impact the reported results of
operations of the Brazilian subsidiary rather than the subsidiary's cash
flows, which occur in Brazilian currencies.
The consolidated provision for income taxes amounted to 40 percent of pretax
income in the first quarter of 1995 compared to 38 percent in the year-ago
quarter. The variations in the effective tax rate can occur due to the
several tax jurisdictions in which the Company does business.
FINANCIAL CONDITION
Consolidated cash balances amounted to $2.7 million at the end of the first
quarter of 1995. This was little changed from the $2.4 million at the end of
1994 as most of the cash generated from the Company's profitable operations
was used to pay down debt. The Company's availability of cash through
additional borrowing capacity amounted to $13.0 million at the end of the
first quarter of 1995, versus 12.1 million at the end of 1994. Working
capital amounted to $23.8 million and the current ratio was 1.7 at the end of
the first quarter of 1995, compared to $21.5 million and 1.8 at year-end 1994.
Cash flow from operations in the first quarter of 1995 amounted to $2.5
million, which was lower by $1.9 million from that experienced in the
year-ago quarter. Although the Company experienced higher net income during
the first quarter of 1995, higher outstanding trade accounts receivable more
than offset this improvement. The increased sales volume during the current
year quarter accounted for the higher accounts receivable balance.
Inventories were lower as continued inventory management practices reduced
months supply of inventory on hand. Accrued expenses and postretirement
benefits increased from year-end due to greater accrued income taxes and
interest payable.
The Company made capital expenditures of $1.3 million in the first quarter of
1995 towards an expected full-year planned outlay of approximately $7.0
million. The remainder of cash from operations was used to pay down debt by
$1.0 million during the quarter. As a result, the Company's ratio of debt to
total capitalization (debt plus equity) improved to 44 percent from 48
percent at the end of 1994.
The Company has a conditional agreement to sell its former manufacturing
location in Rolla, Missouri. This facility, and other assets associated with
it, have a total net carrying value of $2.2 million, which is expected to be
realized when the facility is sold. In connection with the sale of the Rolla
facility, management is discussing with the Missouri Department of Natural
Resources a proposed work plan for the voluntary remediation of certain
environmental conditions (including soils contaminated by chlorinated
solvents) at the site. Management expects that the contract for sale of the
Rolla facility will be completed during the second quarter of 1995 and that
remediation activities will be completed within reserves provided.
-7-
<PAGE>
PROPOSED MERGER
On February 25, 1995, the Company and Kuhlman Corporation (Kuhlman), a
publicly-held company traded on The New York Stock Exchange, jointly
announced that they have signed a definitive agreement to merge the Company
with a wholly-owned subsidiary of Kuhlman. Kuhlman is a holding company
involved in the manufacturing of electrical and electronic wire and cable
products; distribution, power and instrument transformers; and spring
products. In the transaction, shares of the Company's common stock will be
converted into shares of Kuhlman common stock using an exchange ratio of
0.9615 share of Kuhlman for each share of the Company. The merger is subject
to certain closing conditions, including the approval of the shareholders of
both companies. It is anticipated that the transaction will be consummated in
the second quarter of 1995, following approval by shareholders of both
companies at the companies' respective annual meetings of shareholders. Both
meetings are currently scheduled to be held on May 31, 1995.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various legal proceedings relating to the conduct
of its business and the clean-up of environmental problems, none of which is
believed by management to be material to the business or financial condition
of the Company. No material legal proceedings involving the Company
terminated during the first quarter of 1995.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the Company's security holders during the
first quarter of 1995.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed with this report:
Exhibit No. Description
---------- -------------------------------------------------------------
2 Agreement and Plan of Merger dated as of February 25, 1995
among the registrant, Kuhlman Corporation and Spinner
Acquisition Corp. (incorporated herein by reference to
Exhibit 10 to the registrant's Current Report on Form 8-K
filed with the Commission on February 28, 1995)
3.1 Restated Certificate of Incorporation of the registrant
(incorporated herein by reference to Exhibit 3.1 to the
Schwitzer Tax Reduction
-8-
<PAGE>
Investment Plan on Form S-1, Registration No. 33-29123)
3.2 By-Laws of the registrant (incorporated by reference to
Exhibit 3.2 to the registrant's Registration Statement with
respect to the Schwitzer Tax Reduction Investment Plan on
Form S-1, Registration No. 33-29123)
4.1 Restated Certificate of Incorporation of the registrant
(filed as Exhibit 3.1 hereto)
4.2 By-Laws of the registrant (filed as Exhibit 3.2 hereto)
4.3 Form of Common Stock certificate (incorporated by reference
to Exhibit 4.3 to the registrant's Registration Statement
with respect to the Schwitzer Tax Reduction Plan on Form S-1,
Registration No. 33-29123)
4.4 Rights Agreement dated as of April 14, 1989 between the
registrant and Harris Trust and Savings Bank, as Rights Agent
(incorporated by reference to Exhibit 4.4 to the registrant's
Registration Statement with respect to the Schwitzer Tax
Reduction Investment Plan on Form S-1, Registration
No. 33-29123)
4.5 First Amendment to Rights Agreement dated as of February 25,
1995 amending the Rights Agreement, (incorporated herein by
reference to Exhibit 4.5 to the registrant's Annual Report on
Form 10-K for the fiscal year ended January 1, 1995,
Commission File No. 1-10183)
10.1# Executive Employment and Compensation Agreement dated
January 18, 1995 between Schwitzer U.S. Inc. and
Gary G. Dillon, amending and restating an agreement entered
into effective as of April 1, 1989 (Incorporated herein by
reference to exhibit 10.10 to the registrant's Annual Report
on Form 10-K for the year ended January 1, 1995)
10.2# Amendment to Executive Employment and Compensation Agreement
dated February 25, 1995, amending the Agreement listed as
Exhibit 10.10 to the registrant's Annual Report on Form 10-K
for the year ended January 1, 1995, (Incorporated herein by
reference to exhibit 10.11 to the registrant's Annual Report
on Form 10-K for the year ended January 1, 1995)
11 * Statement re: Computation of Net Income (Loss) per Share
27 * Financial Data Schedule
* Filed herewith
# Denotes a management contract or compensatory plan or
arrangement
-9-
<PAGE>
(b) Reports on Form 8-K
The registrant filed a Current Report on Form 8-K on
February 28, 1995 relating to the Agreement and Plan of
Merger listed as Exhibit 2 herein.
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.
SCHWITZER, INC.
Date: May 15, 1995 By: /s/ Richard H. Prange
----------------------------- ------------------------------------
Richard H. Prange
Vice President-Chief Financial
Officer and Secretary
(Principal Financial Officer)
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<PAGE>
EXHIBIT INDEX
Sequential
Page No. Exhibit No. Description
- ---------- ------------ ---------------------------------------------------
2 Agreement and Plan of Merger dated as of
February 25, 1995 among the registrant, Kuhlman
Corporation and Spinner Acquisition Corp.
(incorporated herein by reference to Exhibit 10 to
the registrant's Current Report on Form 8-K filed
with the Commission on February 28, 1995)
3.1 Restated Certificate of Incorporation of the
registrant (incorporated herein by reference to
Exhibit 3.1 to the Schwitzer Tax Reduction
Investment Plan on Form S-1, Registration
No. 33-29123)
3.2 By-Laws of the registrant (incorporated by
reference to Exhibit 3.2 to the registrant's
Registration Statement with respect to the
Schwitzer Tax Reduction Investment Plan on
Form S-1, Registration No. 33-29123)
4.1 Restated Certificate of Incorporation of the
registrant( filed as Exhibit 3.1 hereto)
4.2 By-Laws of the registrant (filed as Exhibit 3.2
hereto)
4.3 Form of Common Stock certificate (incorporated by
reference to Exhibit 4.3 to the registrant's
Registration Statement with respect to the
Schwitzer Tax Reduction Plan on Form S-1,
Registration No. 33-29123)
4.4 Rights Agreement dated as of April 14, 1989
between the registrant and Harris Trust and
Savings Bank, as Rights Agent (incorporated by
reference to Exhibit 4.4 to the registrant's
Registration Statement with respect to the
Schwitzer Tax Reduction Investment Plan on
Form S-1, Registration No. 33-29123)
4.5 First Amendment to Rights Agreement dated as of
February 25, 1995 amending the Rights Agreement,
(incorporated herein by reference to Exhibit 4.5
to the registrant's Annual Report on Form 10-K for
the fiscal year ended January 1, 1995, Commission
File No. 1-10183)
-11-
<PAGE>
10.1# Executive Employment and Compensation Agreement
dated January 18, 1995 between Schwitzer U.S.
Inc. and Gary G. Dillon, amending and restating
an agreement entered into effective as of
April 1, 1989 (Incorporated herein by reference to
exhibit 10.10 to the registrant's Annual Report
on Form 10-K for the year ended January 1, 1995)
10.2# Amendment to Executive Employment and Compensation
Agreement dated February 25, 1995, amending the
Agreement listed as Exhibit 10.10 to the
registrant's Annual Report on Form 10-K for the
year ended January 1, 1995, (Incorporated herein
by reference to exhibit 10.11 to the registrant's
Annual Report on Form 10-K for the year ended
January 1, 1995)
13 11 Statement re: Computation of Net Income per Share
14 27 Financial Data Schedule
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
April 2, April 3,
1995 1994
---------- ----------
<S> <C> <C>
NET INCOME PER SHARE WAS
COMPUTED AS FOLLOWS:
PRIMARY:
1. Net Income $2,833,000 $1,724,000
---------- ----------
---------- ----------
2. Weighted Average Common
Shares Outstanding 7,233,284 7,169,565
3. Incremental Shares Under
Stock Options and Warrants
Computed Under the Treasury
Stock Method Using the
Average Market Price of
Issuer's Stock During the
Period 209,808 142,369
---------- ----------
4. Weighted Average Common
Shares and Common
Equivalent Shares
Outstanding 7,443,092 7,311,934
---------- ----------
---------- ----------
5. Net Income Per Share
(Item 1 divided by Item 4) $ 0.3806 $ 0.2358
---------- ----------
---------- ----------
FULLY DILUTED:
1. Net Income $2,833,000 $1,724,000
---------- ----------
---------- ----------
2. Weighted Average Common
Shares Outstanding 7,233,284 7,169,565
3. Incremental Shares Under
Stock Options and Warrants
Computed Under the Treasury
Stock Method Using the
Average Market Price of
Issuer's Stock During the
Period 286,036 193,686
---------- ----------
4. Weighted Average Common
Shares and Common
Equivalent Shares
Outstanding 7,519,320 7,363,251
---------- ----------
---------- ----------
5. Net Income Per Share
(Item 1 divided by Item 4) $ 0.3768 $ 0.2341
---------- ----------
---------- ----------
</TABLE>
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FIRST
QUARTER 1995 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-02-1995
<PERIOD-END> APR-02-1995
<CASH> 2,659
<SECURITIES> 0
<RECEIVABLES> 31,804
<ALLOWANCES> 640
<INVENTORY> 19,121
<CURRENT-ASSETS> 56,324
<PP&E> 87,151
<DEPRECIATION> 56,669
<TOTAL-ASSETS> 89,205
<CURRENT-LIABILITIES> 32,498
<BONDS> 0
<COMMON> 724
0
0
<OTHER-SE> 27,295
<TOTAL-LIABILITY-AND-EQUITY> 89,205
<SALES> 45,895
<TOTAL-REVENUES> 45,895
<CGS> 35,360
<TOTAL-COSTS> 40,463
<OTHER-EXPENSES> 221
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 539
<INCOME-PRETAX> 4,698
<INCOME-TAX> 1,865
<INCOME-CONTINUING> 2,833
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,833
<EPS-PRIMARY> .38
<EPS-DILUTED> .38
</TABLE>
