<PAGE>
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 period ended June 30, 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 0-18490
-------
K-SWISS INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4265988
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20664 Bahama Street, Chatsworth, CA 91311
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
818-998-3388
- --------------------------------------------------------------------------------
(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 requirements for the past 90 days.
Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Shares of common stock outstanding at July 23, 1998:
Class A 3,227,570
Class B 2,219,672
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ------
K-SWISS INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
----------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 39,587 $ 36,123
Investment securities 2,504 5,995
Accounts receivable, less allowance for doubtful
accounts of $738 and $477 as of June 30, 1998
and December 31, 1997, respectively 26,637 15,657
Inventories 22,965 27,214
Prepaid expenses and other 975 4,299
Deferred taxes 3,357 2,256
-------- --------
Total current assets 96,025 91,544
PROPERTY, PLANT AND EQUIPMENT, net 5,951 4,885
OTHER ASSETS
Intangible assets 4,581 4,712
Other 1,142 545
-------- --------
5,723 5,257
-------- --------
$107,699 $101,686
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank lines of credit $ 208 $ 642
Current maturities of subordinated debentures 450 400
Trade accounts payable 5,278 4,379
Accrued liabilities 13,311 10,530
-------- --------
Total current liabilities 19,247 15,951
SUBORDINATED DEBENTURES 50 100
DEFERRED TAXES 9,825 9,770
STOCKHOLDERS' EQUITY
Preferred Stock-authorized 2,000,000 shares of
$.01 par value; none issued and outstanding - -
Common Stock:
Class A-authorized 18,000,000 shares of $.01 par value;
4,376,115 shares issued, 3,218,415 shares outstanding and
1,157,700 shares held in treasury at June 30, 1998 and
4,110,586 shares issued, 3,107,886 shares outstanding and
1,002,700 shares held in treasury at December 31, 1997 44 41
Class B-authorized 10,000,000 shares of $.01 par value; issued
and outstanding 2,224,672 shares at June 30, 1998 and
2,485,572 shares at December 31, 1997 22 25
Additional paid-in capital 25,355 25,271
Treasury stock (15,221) (12,389)
Retained earnings 68,969 63,387
Accumulated other comprehensive income -
Foreign currency translation (592) (470)
-------- --------
78,577 75,865
-------- --------
$107,699 $101,686
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
K-SWISS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $83,289 $59,614 $41,015 $28,415
Cost of goods sold 48,543 38,282 23,415 18,805
------- ------- ------- -------
Gross profit 34,746 21,332 17,600 9,610
Selling, general and administrative
expenses 25,987 20,174 14,374 10,620
------- ------- ------- -------
Operating profit (loss) 8,759 1,158 3,226 (1,010)
Interest income, net 899 814 466 435
------- ------- ------- -------
Earnings (loss) before income taxes 9,658 1,972 3,692 (575)
Income tax expense (benefit) 3,858 812 1,437 (196)
------- ------- ------- -------
NET EARNINGS (LOSS) $ 5,800 $ 1,160 $ 2,255 $ (379)
======= ======= ======= =======
Earnings (loss) per common share (Note 3)
Basic $1.06 $.19 $.41 $(.06)
======= ======= ======= =======
Diluted $1.02 $.19 $.40 $(.06)
======= ======= ======= =======
Net earnings (loss) $ 5,800 $ 1,160 $ 2,255 $ (379)
Other comprehensive income, net of tax -
Foreign currency translation adjustments (122) (130) (92) (38)
------- ------- ------- -------
Comprehensive net earnings (loss) $ 5,678 $ 1,030 $ 2,163 $ (417)
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
K-SWISS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------
1998 1997
-------- --------
<S> <C> <C>
Net cash provided by operating activities $ 4,456 $ 7,645
Cash flows from investing activities:
Purchase of investment securities - (9,619)
Proceeds from the maturity of investment securities 3,491 -
Purchase of property, plant and equipment (3,194) (307)
Proceeds from sale of property 2,250 -
------- -------
Net cash provided by (used in) investing activities 2,547 (9,926)
Cash flows from financing activities:
Net repayments under bank lines of credit and capital leases (433) (370)
Purchase of treasury stock (2,832) (4,180)
Proceeds from stock options exercised 48 31
Income tax benefit of options exercised 19 4
Payment of dividends (218) (236)
------- -------
Net cash used in financing activities (3,416) (4,751)
Effect of exchange rate changes on cash (123) (119)
------- -------
Net increase (decrease) in cash and cash equivalents 3,464 (7,151)
Cash and cash equivalents at beginning of period 36,123 34,314
------- -------
Cash and cash equivalents at end of period $39,587 $27,163
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
K-SWISS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the consolidated
financial position of K-Swiss Inc. (the "Company") as of June 30, 1998 and
the results of its operations and its cash flows for the six and three
months ended June 30, 1998 and 1997. The results of operations and cash
flows for the six and three months ended June 30, 1998 are not necessarily
indicative of the results to be expected for any other interim period or
the full year. These consolidated financial statements should be read in
combination with the audited consolidated financial statements and notes
thereto for the year ended December 31, 1997.
2. The federal income tax returns of the Company for the years ended 1990,
1991 and 1992 are under examination by the Internal Revenue Service
("IRS"). In May 1998, the IRS issued its final report proposing additional
taxes of an aggregate of approximately $1,561,000 plus penalties and
interest for these years. The Company is protesting the IRS assessment.
Also, the federal income tax returns of the Company for the years ended
1993 through 1996 are currently under examination by the IRS. The IRS has
issued a preliminary examination report covering the 1993 and 1994 fiscal
years proposing adjustments to income of approximately $10,490,000 for
these years combined. Although no assurance can be given regarding the
outcome of such examinations, the Company believes that any taxes which
might become payable as a result of these examinations would not result in
additional expense recognized in the financial statements other than
interest and penalties, if any, as the Company has recorded deferred income
taxes on the untaxed portion of unremitted earnings of a foreign
subsidiary. Therefore, management believes that resolution of the IRS
examinations should not have a material adverse impact on the Company's
financial position and results of operations.
3. The following is a reconciliation of the number of shares (denominator)
used in the basic and diluted earnings per share computations (shares in
thousands):
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------------------------
1998 1997
------------------- --------------------
Per Share Per Share
Shares Amount Shares Amount
------ --------- ------ ---------
<S> <C> <C> <C> <C>
Basic EPS 5,485 $1.06 6,002 $.19
Effect of dilutive stock options 225 (.04) 29 -
----- ----- ----- -----
Diluted EPS 5,710 $1.02 6,031 $.19
===== ===== ===== =====
</TABLE>
The following options were not included in the computation of diluted EPS
because the exercise prices of such options were greater than the average
market price of the common shares:
<TABLE>
<CAPTION>
1998 1997
--------------- ---------------
<S> <C> <C>
Options to purchase shares of common stock
(in thousands) 60 360
Exercise prices $21.25 - $23.00 $12.00 - $23.00
Expiration dates August 2001 - January 2000 -
February 2005 May 2007
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------------------------
1998 1997
-------------------- --------------------
Per Share Per Share
Shares Amount Shares Amount
------ --------- ------ ---------
<S> <C> <C> <C> <C>
Basic EPS 5,447 $ .41 5,938 $(.06)
Effect of dilutive stock options 247 (.01) - -
------ ----- ------ -----
Diluted EPS 5,694 $ .40 5,938 $(.06)
====== ===== ====== =====
</TABLE>
The following options were not included in the computation of diluted EPS
because either the exercise prices of the options were greater than the
average market price of the common shares or the options would have had an
antidulitive effect on loss per share:
<TABLE>
<CAPTION>
1998 1997
--------------- ---------------
<S> <C> <C>
Options to purchase shares of common stock
(in thousands) 60 701
Exercise prices $21.25 - $23.00 $1.00 - $23.00
Expiration dates August 2001 - November 1998 -
February 2005 May 2007
</TABLE>
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------ FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table sets forth, for the periods indicated, the percentage of
certain items in the consolidated statements of operations relative to revenues.
<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------- --------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 58.3 64.2 57.1 66.2
Gross profit 41.7 35.8 42.9 33.8
Selling, general and administrative
expenses 31.2 33.9 35.0 37.4
Interest income, net 1.1 1.4 1.1 1.6
Earnings (loss) before income taxes 11.6 3.3 9.0 (2.0)
Income tax expense (benefit) 4.6 1.4 3.5 (0.7)
Net earnings (loss) 7.0 1.9 5.5 (1.3)
</TABLE>
Revenues increased to $41,015,000 for the quarter ended June 30, 1998 from
$28,415,000 for the quarter ended June 30, 1997, an increase of $12,600,000 or
44.3%. Revenues increased to $83,289,000 for the six months ended June 30, 1998
from $59,614,000 for the six months ended June 30, 1997, an increase of
$23,675,000 or 39.7%. The increases for the quarter and six months ended June
30, 1998 were the result of an increase in the volume of footwear sold and
higher average wholesale prices per pair. The volume of footwear sold increased
to 1,619,000 and 3,288,000 pair for the quarter and six months ended June 30,
1998 from 1,275,000 and 2,611,000 pair for the quarter and six months ended June
30, 1997. The increase in the volume of footwear sold for the quarter ended June
30, 1998 was primarily the result of increased sales of the Classic and
children's categories of shoes of 27.3% and 85.4%, respectively. The average
wholesale price per pair increased to $23.94 and $24.25 for the quarter and six
months ended June 30, 1998 from $20.73 and $21.35 for the quarter and six months
ended June 30, 1997, increases of 15.5% and 13.6%, respectively. The increase
in the average wholesale price per pair for the quarter and six months ended
June 30, 1998, is primarily attributable to the introduction of new styles in
the Classic category at higher average wholesale prices and a decrease in close-
out sales.
Domestic revenues increased 69.0% to $36,717,000 for the quarter ended June 30,
1998 from $21,727,000 for the quarter ended June 30, 1997. Domestic revenues
increased 64.3% to $74,749,000 for the six months ended June 30, 1998 from
$45,487,000 for the six months ended June 30, 1997. International revenues
decreased 35.7% to $4,298,000 for the quarter ended June 30, 1998 from
$6,688,000 for the quarter ended June 30, 1997. International revenues
decreased 39.5% to $8,540,000 for the six months ended June 30, 1998 from
$14,127,000 for the six months ended June 30, 1997. The decrease in
international revenues was primarily due to lower sales in the Company's Asian
markets due to the Asian currency crisis. International revenues, as a
percentage of total revenues, decreased to 10.5% and 10.3% for the quarter and
six months ended June 30, 1998 as compared with 23.5% and 23.7% for the quarter
and six months ended June 30, 1997.
Gross profit margins, as a percentage of revenues, increased to 42.9% for the
quarter ended June 30, 1998, from 33.8% for the quarter ended June 30, 1997.
Gross profit margins, as a percentage of revenues, increased to 41.7% from 35.8%
for the six months ended June 30, 1998 and 1997, respectively. Gross profit
margins increased primarily due to the Company introducing new styles at
relatively higher margins and a decrease in close-out sales.
7
<PAGE>
Selling, general and administrative expenses increased to $14,374,000 (35.0% of
revenues) and $25,987,000 (31.2% of revenues) for the quarter and six months
ended June 30, 1998, respectively, from $10,620,000 (37.4% of revenues) and
$20,174,000 (33.9% of revenues) for the quarter and six months ended June 30,
1997, respectively, an increase of $3,754,000 and $5,813,000 or 35.3% and 28.8%,
respectively. The increases in these expenses for the quarter and six months
ended June 30, 1998 were the result of increases in advertising costs and
commissions as well as an increase in the bonus accrual for an employee
incentive program. These increases were partially offset by a bad debt recovery
of a 1995 write-off due to an unexpected bankruptcy of one of the Company's
larger customers.
Net interest income was $466,000 (1.1% of revenues) and $899,000 (1.1% of
revenues) for the quarter and six months ended June 30, 1998, respectively,
compared to $435,000 (1.6% of revenues) and $814,000 (1.4% of revenues) for the
quarter and six months ended June 30, 1997, respectively, an increase of $31,000
and $85,000, respectively. The increase in net interest income was primarily
due to higher average balances and rates for the quarter and six months ended
June 30, 1998 as compared to the quarter and six months ended June 30, 1997.
The Company's effective tax rate decreased to 39.9% of earnings before income
tax from 41.2% for the six months ended June 30, 1998 and 1997, respectively,
due to a reduction of certain non-deductible expenses as a percentage of
earnings before income taxes.
The Company recorded net earnings of $2,255,000 for the quarter ended June 30,
1998 and a net loss of $379,000 for the quarter ended June 30, 1997. Net
earnings increased 400.0% to $5,800,000 for the six months ended June 30, 1998
from $1,160,000 for the six months ended June 30, 1997. Net earnings for the
quarter and six months ended June 30, 1998 included net losses of the Company's
European operations of $176,000 and $199,000, respectively. Net earnings for
the quarter and six months ended June 30, 1997 included net losses of the
Company's European operations of $1,050,000 and $1,274,000, respectively.
At June 30, 1998 and 1997, domestic futures orders with start ship dates from
July through December 1998 and 1997 were approximately $54,527,000 and
$35,834,000, respectively. At June 30, 1998 and 1997, international futures
orders with start ship dates from July through December 1998 and 1997 were
approximately $5,349,000 and $7,562,000, respectively. "Backlog", as of any
date, represents orders scheduled to be shipped within the next six months.
Backlog does not include orders scheduled to be shipped on or prior to the date
of determination of backlog. These orders are not necessarily indicative of
revenues for subsequent periods because: (1) the mix of "futures" and "at-
once" orders can vary significantly from quarter to quarter and year to year and
(2) the rate of customer order cancellations can also vary from quarter to
quarter and year to year.
8
<PAGE>
Liquidity and Capital Resources
The Company generated cash of $4,456,000 and $7,645,000 from its operating
activities during the six months ended June 30, 1998 and 1997, respectively.
Cash provided by operations for the six months ended June 30, 1998 as compared
to the six months ended June 30, 1997 varied primarily due to changes in net
earnings, accounts receivable, inventories, prepaid expenses (principally a
prepayment to secure inventory purchases) and other assets and deferred taxes.
The Company had a net inflow of cash from its investing activities for the six
months ended June 30, 1998 due to proceeds from the maturity of investment
securities and proceeds from the sale of property partially offset by the
purchase of property, plant and equipment. The Company had a net outflow of
cash from its investing activities for the six months ended June 30, 1997 due to
the purchase of investment securities and property, plant and equipment.
The Company has a net outflow of cash from its financing activities for the six
months ended June 30, 1998 primarily due to the purchase of treasury stock.
On April 23, 1998, the Company announced a new share repurchase program. The
Board of Directors has authorized the Company to purchase up to $20 million of
its Class A Common Stock on the open market through April 2002. Such open
market purchases, if any, will occur from time to time as market conditions
warrant. The Company adopted this program because it believes repurchasing its
shares can be a good use of excess cash depending on the Company's array of
alternatives. To date, the Company has not made any share purchases under this
new program. The Company has made purchases under previous stock repurchase
programs during the period from August 14, 1996 through April 15, 1998 (the date
of the final purchase under previously completed stock repurchase programs) of
an aggregate of 1,157,700 shares at an aggregate purchase price totaling
approximately $15,221,000.
The Company is heavily dependent upon complex computer systems for all phases of
its operations, which include production, sales and distribution. The Company's
computer software programs recognize only the last two digits of the year in any
date (e.g., "98" for "1998"), and therefore some software may inaccurately
process data in 1999 or 2000 if the software is not reprogrammed, upgraded or
replaced (the "Year 2000 Issue"). The Company has initiated a program intended
to timely mitigate and/or prevent the adverse effects of the Year 2000 Issue,
and to pursue compliance by suppliers and customers. The Company believes that
many of its suppliers and customers may also have Year 2000 Issues. In the event
that such suppliers and customers do not address their Year 2000 Issues, the
Company could be adversely impacted. At this time, while the Company cannot
state with certainty the precise amount of expenditures necessary to resolve the
Year 2000 Issue, it appears such expenditures could amount to $200,000 to
$300,000 for the Company. However, in any event the Company presently believes
that the cost of fixing the Year 2000 Issue will not have a material adverse
impact on the Company's financial position and results of operations.
During the remainder of 1998, the Company will expend approximately $1,200,000
for the construction of its new headquarters facility. No other material
capital commitments exist at June 30, 1998. Depending on the Company's future
growth rate, funds may be required by operating activities. With continued use
of its revolving credit facility and internally generated funds, the Company
believes its present and currently anticipated sources of capital are sufficient
to sustain its anticipated capital needs for the remainder of 1998.
The Company owned a 56,000 square foot facility in Pacoima, California, which
was used as the Company's principal executive offices through December 1992.
This facility was sold in January 1998.
The Company's working capital increased $1,185,000 to $76,778,000 at June
30,1998 from $75,593,000 at December 31, 1997.
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings.
-----------------
None.
ITEM 2: Changes in Securities.
---------------------
None.
ITEM 3: Defaults Upon Senior Securities.
-------------------------------
None.
ITEM 4: Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
(a) The Annual Meeting of Stockholders was held May 20, 1998.
(b) The following directors were elected to serve until the 1999 Annual
Meeting of Stockholders or until their successors have been duly
elected and qualified:
<TABLE>
<CAPTION>
Class A Directors Class B Directors
----------------- -----------------
<S> <C>
Jonathan K. Layne Steven Nichols
Martyn Wilford George Powlick
Stanley Bernstein
Lawrence Feldman
Stephen Fine
</TABLE>
(c) Of the 2,289,208 shares of Class A Common Stock represented at the
meeting, the Class A Directors named in (b) above were elected by
the following votes:
<TABLE>
<CAPTION>
No. Of Votes Received
---------------------
Name For Withheld Authority
---------- --------- ------------------
<S> <C> <C>
Jonathan K. Layne 2,278,061 -
Martyn Wilford 2,278,061 -
</TABLE>
Of the 1,747,778 shares of Class B Common Stock represented at the
meeting, the Class B Directors named in (b) above were elected by the
following votes:
<TABLE>
<CAPTION>
No. Of Votes Received
---------------------
Name For Withheld Authority
----------- ---------- ------------------
<S> <C> <C>
Steven Nichols 17,477,780 -
George Powlick 17,477,780 -
Stanley Bernstein 17,477,780 -
Lawrence Feldman 17,477,780 -
Stephen Fine 17,477,780 -
</TABLE>
10
<PAGE>
ITEM 5: Other Information.
-----------------
None.
ITEM 6: Exhibits and Reports on Form 8-K:
--------------------------------
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the second quarter
of 1998.
11
<PAGE>
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.
K-Swiss Inc.
Date: July 23, 1998 By: /s/ George Powlick
--------------------------
George Powlick,
Vice President Finance and
Chief Financial Officer
12
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 39,587
<SECURITIES> 2,504
<RECEIVABLES> 27,375
<ALLOWANCES> (738)
<INVENTORY> 22,965
<CURRENT-ASSETS> 96,025
<PP&E> 5,951
<DEPRECIATION> 0
<TOTAL-ASSETS> 107,699
<CURRENT-LIABILITIES> 19,247
<BONDS> 0
0
0
<COMMON> 66
<OTHER-SE> 78,511
<TOTAL-LIABILITY-AND-EQUITY> 107,699
<SALES> 83,289
<TOTAL-REVENUES> 83,289
<CGS> 48,543
<TOTAL-COSTS> 25,987
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 899<F1>
<INCOME-PRETAX> 9,658
<INCOME-TAX> 3,858
<INCOME-CONTINUING> 5,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,800
<EPS-PRIMARY> 1.060
<EPS-DILUTED> 1.020
<FN>
<F1>Interest Income net of Interest Expense
</FN>
</TABLE>
