<PAGE>
UNITED STATES
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 June 30, 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 1-11411
------------------------------------------------------
Polaris Industries Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41- 1790959
--------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1225 Highway 169 North, Minneapolis, MN 55441
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(612) 542-0500
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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.
As of August 1, 1995, 18,216,258 shares of Common Stock of the issuer were
outstanding.
<PAGE>
POLARIS INDUSTRIES INC.
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets Pg. 3
Consolidated Statements of Operations Pg. 4
Consolidated Statements of Cash Flows Pg. 5
Consolidated Statement of Shareholders' Equity Pg. 6
Consolidated Notes to Financial Statements Pg. 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Results of Operations Pg. 9
Cash Dividends and Special Cash Distributions Pg. 10
Liquidity and Capital Resources Pg. 11
Inflation and Exchange Rates Pg. 11
Part II OTHER INFORMATION Pg. 13
Item 1 - Legal Proceedings
Item 2 - Changes in Securities
Item 3 - Defaults upon Senior Securities
Item 4 - Submission of Matters to a Vote
of Security Holders
Item 5 - Other Information
Item 6 - Exhibits and Reports on Form 8-K
SIGNATURE PAGE Pg. 14
-2-
<PAGE>
POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, 1995 December 31,
------------- -----------
ASSETS (Unaudited) 1994
----
<S> <C> <C>
Current Assets:
Cash and cash equivalent $ 18,130 $62,881
Trade receivables 27,834 29,700
Inventories 114,483 88,714
Prepaid expenses and other 3,474 5,194
Deferred tax assets 18,000 20,000
-------- -------
Total current assets 181,921 206,489
-------- -------
DEFERRED TAX ASSETS 42,000 45,000
-------- -------
Property and Equipment, at cost, net of accumulated
depreciation of $50,907 in 1995 and $38,368 in 1994 62,529 53,661
Intangible Assets: -------- -------
Cost in excess of net assets of business acquired, net
of accumulated amortization of $6,097 in 1995 and
$5,722 in 1994 24,581 24,956
Other, net of accumulated amortization of $2,476 in 1995 and
$2,421 in 1994 1,005 1,006
-------- -------
Total intangible assets 25,586 26,016
-------- -------
Total Assets $312,036 $331,166
-------- -------
-------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $63,813 $58,932
Distributions payable 37,708 12,736
Accrued expenses 77,880 74,634
Income taxes payable 12,692 15,155
-------- -------
Total current liabilities 192,093 161,457
-------- -------
Shareholders' Equity:
Common stock 182 181
Additional paid in capital 109,241 103,935
Compensation payable in common stock 9,814 12,251
Retained earnings 706 53,342
-------- -------
Total shareholders' equity 119,943 169,709
-------- -------
Total Liabilities and Shareholders'
Equity $312,036 $331,166
-------- -------
-------- -------
</TABLE>
See Notes to Consolidated Financial Statements
-3-
<PAGE>
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
UNAUDITED
<TABLE>
<CAPTION>
Second Quarter For the Six Months
Ended June 30, Ended June 30,
-------------- --------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $285,357 $180,884 $540,150 $326,355
Cost of Sales 227,323 146,632 435,401 264,245
-------- -------- -------- --------
Gross profit 58,034 34,252 104,749 62,110
Operating Expenses 37,741 22,616 64,839 40,636
-------- -------- -------- --------
Operating income 20,293 11,636 39,910 21,474
Nonoperating Expense (Income), net 76 (215) (1,179) (287)
-------- -------- -------- --------
Income before income taxes 20,217 11,851 41,089 21,761
Provision for Income Taxes 7,682 1,309 15,614 2,653
-------- -------- -------- --------
Net Income $12,535 $10,542 $25,475 $19,108
-------- -------- -------- --------
-------- -------- -------- --------
Net Income Per Share $0.68 $1.38
-------- --------
-------- --------
Weighted Average Number of Common and
Common Equivalent Shares Outstanding 18,527 18,407 18,527 18,407
-------- -------- -------- --------
-------- -------- -------- --------
Pro Forma Information (Note 6)
------------------------------
Income before income taxes $11,851 $21,761
Provision for income taxes 4,503 8,269
-------- --------
Net income $7,348 $13,492
-------- --------
-------- --------
Net income per share $0.40 $0.73
-------- --------
-------- --------
</TABLE>
See Notes to Consolidated Financial Statements
-4-
<PAGE>
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
UNAUDITED
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
------------------
1995 1994
---- ----
<S> <C> <C>
Cash Flows From Operating
Activities
Net Income $25,475 $19,108
Adjustments to reconcile net income to
cash flow from operating activities
Depreciation 12,539 9,053
Amortization 430 3,569
First Rights
compensation 2,935 3,572
Deferred income taxes 5,000 -
Changes in current operating items
Trade receivables 1,866 (764)
Inventories (25,769) (27,026)
Accounts payable 4,881 20,850
Accrued expenses 3,246 (324)
Income taxes payable (2,463) (235)
Others, net 1,655 260
-------- --------
Net cash provided by (used
in) operating activities 29,795 28,063
-------- --------
Cash Flows From Investing Activities
Purchase of property and equipment (21,407) (13,679)
-------- --------
Cash Flows From Financing Activities
Cash distributions to partners (12,736) (24,587)
Cash dividends to shareholders (40,403) -
-------- --------
Net cash used in financing
activities (53,139) (24,587)
-------- --------
Decrease in cash and cash
equivalents (44,751) (10,203)
Cash and Cash Equivalents, Beginning 62,881 33,798
-------- --------
Cash and Cash Equivalents, Ending $18,130 $23,595
-------- --------
-------- --------
</TABLE>
See Notes to Consolidated Financial Statements
-5-
<PAGE>
POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
UNAUDITED
<TABLE>
<CAPTION>
Compensation
Common Additional Payable in Retained
Stock Paid-in Capital Stock Earnings Total
----- --------------- ----- -------- -----
<S> <C> <C> <C> <C>
Balance, December 31, 1994 $181 $103,935 $ 12,251 53,342 $169,709
First Rights conversion to common stock 1 5,306 (5,372) - (65)
First Rights grants - - 2,935 - 2,935
Dividends declared - - - (78,111) (78,111)
Net Income for the period - - - 25,475 25,475
---- -------- ------ ------ ------
Balance, June 30, 1995 $182 $109,241 $9,814 $706 $119,943
---- -------- ------ ------ ------
---- -------- ------ ------ ------
</TABLE>
See Notes to Consolidated Financial Statements
-6-
<PAGE>
POLARIS INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial statements and, therefore, do not include all
information and disclosures of results of operations, financial position
and changes in cash flow in conformity with generally accepted accounting
principles for complete financial statements. Accordingly, such
statements should be read in conjunction with the previously filed Form
10-K. In the opinion of management, such statements reflect all
adjustments (which include only normal recurring adjustments) necessary
for a fair presentation of the financial position, results of operations,
and cash flows for the periods presented. Due to the seasonality of the
snowmobile, all terrain vehicle (ATV) and personal watercraft (PWC)
business, and to certain changes in production and shipping cycles,
results of such periods are not necessarily indicative of the results to
be expected for the complete year.
NOTE 2. INVENTORIES
The major components of inventories are as follows (in thousands):
JUNE 30,1995 DECEMBER 31, 1994
-------------- -------------------
Raw Materials $28,568 $32,717
Service Parts 37,959 29,067
Finished Goods 47,956 26,930
--------- -----------
$114,483 $88,714
----------- -----------
----------- -----------
NOTE 3. FINANCING AGREEMENT
Effective May 8, 1995, the Company entered into an unsecured bank line
of credit arrangement with maximum available borrowings of
$125,000,000. Interest is charged at rates based on LIBOR or "prime"
and the agreement expires March 31, 1998.
NOTE 4. DIVIDEND PAYABLE
On May 11, 1995, the Board of Directors of the Company declared a
special cash distribution of $1.92 per share payable on July 5, 1995,
to holders of record on June 9, 1995. This special cash distribution
totals approximately $34,975,000. In addition, on May 11, 1995, the
Board of
-7-
<PAGE>
NOTE 4. DIVIDEND PAYABLE
(cont'd)
Directors of the Company declared a regular quarterly cash dividend of
$0.15 per share payable on August 15, 1995, to holders of record on
August 3, 1995. This regular cash dividend totals approximately
$2,733,000.
NOTE 5. COMMITMENTS AND CONTINGENCIES
The Company has elected not to insure for product liability losses.
The estimated costs resulting from any losses are charged to operating
expenses when it is probable a loss has been incurred and the amount
of the loss is determinable.
The Company is a defendant in lawsuits and subject to claims arising
in the normal course of business. While it is not feasible to
determine the outcome of any of these cases, it is the opinion of
management that their outcomes will not, in the aggregate, have a
material adverse effect on the financial position or operations of the
Company.
In 1990, the Canadian income tax authorities proposed certain
adjustments, principally relating to the original purchase price
allocation to the Canadian subsidiary of the Company's predecessor and
transfer pricing matters, for additional income taxes payable by the
Canadian subsidiary for 1987 and 1988. The resolution of these
proposed adjustments will also affect the Company's Canadian income
tax expense for years subsequent to 1988. The Canadian income tax
authorities have initiated an audit of the tax years 1989 through
1991. Management continues to vigorously contest certain of the
proposed adjustments. Management does not believe that the outcome of
this matter will have a materially adverse impact on the financial
position or operations of the Company.
NOTE 6. PRO FORMA INFORMATION
Pro forma information for 1994 is presented to assist in comparing the
continuing results of operations of the Company as if the Company were
a taxable corporation throughout 1994. The pro forma provision for
income taxes has been calculated at an effective tax rate of 38
percent.
8
<PAGE>
Item 2
------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion pertains to the results of operations and financial
position of Polaris Industries Inc., a Minnesota corporation (the "Company"),
for the quarters and six-month periods ended June 30, 1995 and 1994. Due to the
seasonality of the snowmobile, all terrain vehicle (ATV) and personal watercraft
(PWC) business, and to certain changes in production and shipping cycles,
results of such periods are not necessarily indicative of the results to be
expected for the complete year.
RESULTS OF OPERATIONS
Sales increased to $285.4 million in the second quarter of 1995, representing a
58 percent increase over the $180.9 million of sales for the same period in
1994. Total finished goods unit shipments for the 1995 period increased 45
percent over the same period in 1994. The increase in sales is attributable to
a significant increase in sales of snowmobiles and PWC, due largely to continued
strong demand and enhanced manufacturing capacity compared with the second
quarter of 1994.
Snowmobile unit sales volume in the second quarter of 1995 increased 142 percent
over the comparable period in 1994 primarily because of the addition of the
Spirit Lake, Iowa assembly plant that has enhanced overall production capacity,
enabling the Company to manufacture and ship 1996 model snowmobiles earlier from
the Roseau, Minnesota facility.
ATV unit sales volume in the second quarter of 1995 was approximately the same
as the comparable period in 1994.
PWC unit sales volume in the second quarter of 1995 increased 40 percent over
the comparable period in 1994, primarily because of the fast growth in the PWC
market and the introduction of models aimed at both the family and sports rider
market segments. All Polaris PWC are now being assembled at the Company's new
manufacturing facility in Spirit Lake, Iowa.
Sales of related parts, garments and accessories in the second quarter of 1995
increased 33 percent over the comparable period in 1994, as a result of
increased sales volumes of the other product lines.
Sales increased to $540.2 million for the year-to-date period ended June 30,
1995, representing a 66 percent increase over the $326.4 million of sales for
the same period in 1994. Total finished goods unit shipments for the year-to-
date 1995 period increased 62 percent over the same period in 1994.
-9-
<PAGE>
Polaris Industries Inc.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations (cont'd)
Gross profit of $58.0 million in the second quarter of 1995 represents a 69
percent increase over gross profit of $34.3 million for the same period in 1994.
Gross profit of $104.7 million in the year-to-date period ended June 30, 1995
represents a 69 percent increase over gross profit of $62.1 million for the same
period in 1994. The gross profit margin percentage increased to 20.3 percent
for the second quarter of 1995 and to 19.4 percent for the year-to-date period
ended June 30, 1995, from 18.9 percent for the second quarter and 19.0 percent
for the year-to-date period in 1994. This increase in gross margin percentage is
primarily a result of the change in product sales mix in 1995 since sales of
snowmobiles generate higher gross margins than ATVs and PWC, offset by: (a)
continued increases in raw material purchase prices for engines and certain
other component parts because of the weakening of the U.S. dollar in relation to
the Japanese yen; (b) an increase in warranty expenses as a result of the
emphasis on technological innovation and introduction of new high-performance
models; and (c) strengthening of the U.S. dollar in relation to the Canadian
dollar which results in lower gross margins from the Company's Canadian
subsidiary operation.
Operating expenses in the second quarter of 1995 increased $15.1 million (67
percent) over the comparable period in 1994 primarily as a result of the sales
volume increase, and as a percentage of sales, increased to 13.2 percent for the
second quarter of 1995 compared to 12.5 percent for the same period in 1994.
The percentage increase is due primarily to costs associated with a PWC dealer
rebate promotion introduced in the second quarter of 1995 to help stimulate
retail sales of one particular PWC model. Operating expenses in the year-to-
date period ended June 30, 1995 increased $24.2 million (60 percent) over the
comparable period in 1994, as a result of the sales volume increase, but as a
percentage of sales, decreased to 12.0 percent for the year-to-date period of
1995 compared to 12.5 percent for the same period in 1994. The percentage
decrease is due primarily to the Company's supporting an increasing level of
sales without a corresponding increase in selling and administrative expenses.
The increase in nonoperating income for the year-to-date period ended June 30,
1995 over the 1994 period is primarily attributable to investment income
generated by higher cash and cash equivalent balances during the 1995 period
compared to the same period in 1994.
CASH DIVIDENDS AND SPECIAL CASH DISTRIBUTIONS
On April 18, 1995, the Board of Directors declared a regular cash dividend of
$0.15 per share payable on May 15, 1995, to holders of record on May 3, 1995.
-10-
<PAGE>
Polaris Industries Inc.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations (cont'd)
On May 11, 1995, the Board of Directors of the Company declared a special cash
distribution of $1.92 per share payable on July 5, 1995, to holders of record on
June 9, 1995, and a regular dividend of $0.15 per share payable on August 15,
1995, to holders of record on August 3, 1995.
Management has recommended to the Board of Directors that it pay an initial cash
dividend of $0.15 per share per quarter, and make an additional special cash
distribution of $1.92 per share, payable during the fourth quarter of 1995.
Management expects to incur indebtedness of up to $70 million in connection with
the payment of the special cash distributions. The timing and amount of future
dividends and distributions will be at the discretion of the Board of Directors
and will depend, among other things, on continuing levels of performance and the
financial strength of the Company. There can be no assurance that the
recommended dividends or cash distributions for 1995 will be declared and paid.
LIQUIDITY AND CAPITAL RESOURCES
The seasonality of production and shipments causes working capital requirements
to fluctuate during the year. At June 30, 1995, the Company had no short-term
debt and had letters of credit outstanding of $10.3 million related to purchase
obligations for raw materials. Effective May 8, 1995, the Company entered into
an unsecured bank line of credit arrangement with maximum available borrowings
of $125 million. Interest is charged at rates based on LIBOR or "prime" and the
agreement expires March 31, 1998.
Management believes that existing cash balances, cash flow to be generated from
operating activities and available borrowing capacity under the line of credit
arrangement will be sufficient to fund operations, regular dividends, special
cash distributions and capital requirements for 1995.
INFLATION AND EXCHANGE RATES
The Company does not believe that inflation has had a material impact on the
results of its operations. However, the changing relationships of the U.S.
dollar to the Canadian dollar and Japanese yen have had a material impact from
time to time.
Over the past several years, weakening of the U.S. dollar in relation to the yen
has resulted in higher raw material purchase prices. The material weakening of
the U.S. dollar in relation to the yen during 1995 has had a material effect on
the Company's
-11-
<PAGE>
Polaris Industries Inc.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations (cont'd)
cost of goods sold during the second quarter of 1995. In 1994, approximately 28
percent of the Company's cost of sales was attributable to purchases from
Japanese suppliers. The Company anticipates that in future periods the
devaluation of the U.S. dollar in relation to the yen will continue to have a
negative impact on cost of goods sold. However, management believes that such
cost increases also affect its principal competitors in ATVs, and, to varying
degrees, some of its snowmobile and PWC competitors.
The Company operates in Canada through a wholly-owned subsidiary. Strengthening
of the U.S. dollar in relation to the Canadian dollar has caused unfavorable
foreign currency fluctuations from prior periods resulting in lower gross margin
levels.
In the past, the Company has been a party to, and in the future may enter into,
foreign hedging contracts for both the Japanese yen and the Canadian dollar to
minimize the impact of exchange rate fluctuations within each year. At June 30,
1995, the Company had certain open contracts to purchase Japanese yen and to
sell Canadian dollars which mature throughout 1995.
In February 1995, the Company entered into an agreement with Fuji Heavy
Industries Ltd. to form Robin Manufacturing U.S.A., Inc. ("Robin"). Under the
terms of the agreement, the Company has a 40 percent ownership interest in
Robin, which will build engines in the United States for recreational and
industrial products. Potential advantages to the Company of participation in
such venture include reduced foreign exchange risk, lower shipping costs and
less dependence on a single source for engines in the future. However, such
benefits are not expected to be significant for some time.
-12-
<PAGE>
POLARIS INDUSTRIES INC.
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
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8 - K
(a) EXHIBITS
Exhibit No. 10 - Credit Agreement by and between Polaris
Industries Inc., and First Bank National Association and Bank of
America Illinois, and First Union National Bank of North
Carolina, dated May 8, 1995, incorporated by reference to Exhibit
10 to the Company's Quarterly Report on 10-Q for the quarterly
period ended March 31, 1995.
Exhibit No. 11 - Computation of Per Share Earnings.
Exhibit No. 27 - Financial Data Schedule.
(b) REPORTS ON FORM 8 - K
No reports on Form 8-K have been filed during the quarter for
which this report was filed.
-13-
<PAGE>
POLARIS INDUSTRIES INC.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
POLARIS INDUSTRIES INC.
(Registrant)
Date: August 7, 1995 /s/ W. Hall Wendel, Jr.
------------------------
W. Hall Wendel, Jr.
Chairman of the Board
and Chief Executive Officer
Date: August 7, 1995 /s/ John H. Grunewald
----------------------
John H. Grunewald
Executive Vice President, Chief
Financial Officer and Secretary
(Principal Financial and Chief
Accounting Officer)
-14-
<PAGE>
EXHIBIT 11
POLARIS INDUSTRIES INC.
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED YEAR-TO-DATE
------------- ------------
June 30, 1995 June 30, 1994 June 30, 1995 June 30, 1994
------------- ------------- ------------- -------------
(pro forma) (pro forma)
<S> <C> <C> <C> <C>
Net Income for the Period $12,535 $7,348 $25,475 $13,492
------- ------ ------- -------
------- ------ ------- -------
Weighted Average Number of Outstanding:
Common shares 18,211 18,111 18,163 18,065
Rights 316 296 364 342
--- --- --- ---
--- --- --- ---
Total common and common equivalent
shares 18,527 18,407 18,527 18,407
------- ------ ------- -------
------- ------ ------- -------
Net Income Per Share $.68 $.40 $1.38 $0.73
---- ---- ----- -----
---- ---- ----- -----
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited Consolidated Financial Statements of the Company for the period ended
June 30,1995 and is qualified in it entirety by reference to such Financial
Statement.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 18,130
<SECURITIES> 0
<RECEIVABLES> 27,834
<ALLOWANCES> 0
<INVENTORY> 114,483
<CURRENT-ASSETS> 181,921
<PP&E> 113,436
<DEPRECIATION> 50,907
<TOTAL-ASSETS> 312,036
<CURRENT-LIABILITIES> 192,093
<BONDS> 0
<COMMON> 182
0
0
<OTHER-SE> 119,761
<TOTAL-LIABILITY-AND-EQUITY> 312,036
<SALES> 540,150
<TOTAL-REVENUES> 540,150
<CGS> 435,401
<TOTAL-COSTS> 435,401
<OTHER-EXPENSES> 64,839
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 41,089
<INCOME-TAX> 15,614
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,475
<EPS-PRIMARY> 1.38
<EPS-DILUTED> 1.38
</TABLE>
