UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended September 26, 1997
--------------------
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 0-25246
---------
WINSLOEW FURNITURE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 63-1127982
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
201 CAHABA VALLEY PARKWAY, PELHAM, ALABAMA 35124
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including Area Code) (205) 403-0206
--------------
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 .
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Class Shares Outstanding at October 27, 1997
--------------- --------------------------------------
$ .01 par value 7,523,358
1
WINSLOEW FURNITURE, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets ............................... 3
Consolidated Statements of Income ......................... 4
Consolidated Statements of Cash Flows ..................... 5
Notes to Consolidated Financial Statements ................ 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................... 8-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ......................................... 13
Item 4. Submission of Matters to a Vote of Security Holders ....... 13
Item 6. Exhibits and Reports on Form 8-K .......................... 13
Signatures ........................................................ 14
2
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
September 26, December 31,
1997 1996
------------- ------------
(Unaudited)
ASSETS
Cash and cash equivalents $ 2,333 $ 897
Accounts Receivable, less
allowance for doubtful accounts 18,426 27,203
Inventories 14,938 20,714
Prepaid expenses and deferred
income taxes 3,989 3,893
-------- --------
Total current assets 39,686 52,707
Property, plant and equipment, net 15,416 17,725
Goodwill, net 29,156 29,826
Other assets 981 1,150
-------- --------
Total Assets $ 85,239 $101,408
======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
Current portion of long-term debt $ 805 $ 1,957
Accounts payable 5,011 4,640
Other accrued liabilities 7,357 5,958
-------- --------
Total current liabilities 13,173 12,555
Long-term debt, net of
current portion 14,015 38,776
Deferred income taxes 1,805 1,677
-------- --------
Total liabilities 28,993 53,008
-------- --------
Stockholders' equity:
Preferred stock, par value $.01
per share, 5,000,000 shares
authorized, none issued -- --
Common stock, par value $.01
per share, 20,000,000 shares
authorized, 7,523,358 and
7,481,783 shares issued and
outstanding at September 26, 1997
and December 31, 1996
respectively 75 75
Additional paid-in capital 24,785 24,543
Retained Earnings 31,386 23,782
-------- --------
Total stockholders' equity 56,246 48,400
-------- --------
Total liabilities and stockholders
equity $ 85,239 $101,408
======== ========
See accompanying notes
3
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(In thousands except per share amounts)
Third Quarter Ended Nine Months Ended
-------------------- -------------------
Sept 26, Sept 27, Sept 26, Sept 27,
1997 1996 1997 1996
-------- --------- -------- --------
Net sales $35,467 $37,332 $109,122 $112,203
Cost of sales 24,588 26,094 73,558 76,885
-------- --------- -------- --------
Gross profit 10,879 11,238 35,564 35,318
Selling, general and
administrative 6,268 7,020 20,200 22,209
Amortization 299 297 894 1,343
-------- --------- -------- --------
Operating Income 4,312 3,921 14,470 11,766
Interest expense 590 682 2,092 2,516
-------- -------- -------- --------
Income before
income taxes 3,722 3,239 12,378 9,250
Provision for income
taxes 1,440 1,119 4,774 3,422
-------- -------- -------- --------
Net income $ 2,282 $ 2,120 $ 7,604 $ 5,828
======== ======== ======== ========
Net income per share $0.30 $0.25 $1.01 $0.66
======== ======== ======== ========
Weighted average number of
shares 7,602 8,589 7,531 8,843
======== ======== ======== ========
See accompanying notes.
4
WinsLoew Furniture Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended
------------------------
Sept 26, Sept 27,
1997 1996
--------- ---------
Cash provided by (used in):
Operating activities:
Net income $7,604 $5,828
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 2,427 2,854
Changes in operating assets and liabilities,
net effects from dispositions:
Accounts receivable 8,777 7,744
Inventories 4,813 (667)
Prepaid expenses and deferred
income taxes (323) 84
Other assets (55) (158)
Accounts payable 456 2,604
Other accrued liabilities 1,703 1,920
Deferred income taxes 128 255
------- -------
Total adjustments 17,926 14,636
------- -------
Net cash provided by operating
activities 25,530 20,464
------- -------
Investing activities:
Capital expenditures, net of disposals
and reserves (542) (869)
Proceeds from disposition of business 2,119 --
------- -------
Net cash provieded by investing
activities 1,577 (869)
------- -------
Financing activities:
Net repayments under revolving
credit agreements (23,890) (14,241)
Payments on long-term debt (2,023) (2,297)
Repurchase and cancellation of stock (489) (2,820)
Proceeds from issuance of common stock, net 731 --
------- -------
Net cash (used in)
financing activities (25,671) (19,358)
======= =======
Net increase in cash and cash equivalents 1,436 237
Cash and cash equivalents at beginning
of year 897 396
------- -------
Cash and cash equivalents at end of period $2,333 $633
======= =======
Supplemental disclosures:
Interest paid $ 416 $2,177
Income taxes paid $3,466 $3,395
======= =======
See accompanying notes.
5
WINSLOEW FURNITURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial
statements of WinsLoew Furniture, Inc. and subsidiaries
(the "Company" or "WinsLoew"), which are for interim
periods, do not include all disclosures provided in the
annual consolidated financial statements. These unaudited
consolidated financial statements should be read in
conjunction with the annual consolidated financial
statements and notes thereto contained in the Company's
Annual Report on Form 10-K for the year ended December 31,
1996 as filed with the Securities and Exchange Commission.
All material intercompany balances and transactions have
been eliminated. The preparation of the consolidated
financial statements requires the use of estimates in the
amounts reported.
In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments
(which are of a normal recurring nature) necessary for a
fair presentation of the results for the interim periods.
The results of operations are presented for the Company's
third quarter which is from June 28 through September 26,
1997 and for the nine month period which is from January 1
through September 26, 1997. The results of operations for
these two periods are not necessarily indicative of the
results to be expected for the full year.
2. Inventories
Inventories consisted of the following:
(In thousands)
September 26, December 31,
1997 1996
------------- ------------
Raw materials $8,811 $9,639
Work in process 1,798 3,685
Finished goods 4,329 7,390
------------- -------------
$14,938 $20,714
============= =============
3. Long-term Debt
In June 1996, WinsLoew amended its senior credit facility
to provide the Company with a variable amount available
under the revolving line of credit. The amendment reduces
the amount available under its revolving credit line to $20
million effective July 1 each year through December 31.
The Company may, at its option, elect to increase the
revolving credit line at January 1 to a maximum of $40
million. For the period July 1, 1997 through December 31, 1997,
the Company's maximum revolver is $20 million.
6
4. Capital Stock
In January 1995, WinsLoew's Board of Directors approved a
plan to acquire up to 1,000,000 shares of common stock. In
June 1996, WinsLoew's Board of Directors approved a plan to
acquire up to an additional 1,000,000 shares of the common
stock. To date, the Company has acquired 1,200,948 shares
for $7,861,000. During the first quarter of 1997, the
Company repurchased 50,000 shares for $489,000. The
purchases have been funded from the Company's credit
facility (see Note 3 above).
5. Earnings per Share
In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings per Share, which is
required to be adopted on December 31, 1997. At that time,
the Company will be required to change the method currently
used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating
primary earnings per share, the dilutive effect of stock
options will be excluded. The impact is not expected to
result in any change in primary earnings per share as
reported for the third quarters and nine months ended
September 26, 1997 and September 27, 1996.
6. Dispositions
During the third quarter of 1997, the Company disposed of
certain assets of its wrought iron business in its casual
furniture product line generating proceeds of $2,119,000.
This business accounted for approximately $5,701,000 and
$7,938,000 of revenue in the year to date periods ended
September 26, 1997 and September 27, 1996, respectively,
and $915,000 and $2,538,000 for the quarters ended
September 26, 1997 and September 27, 1996, respectively.
The operating income for this business is not material to
consolidated operating income. The Company recorded
approximately $230,000 of costs associated with the sale in
selling, general and administrative expenses during the
quarter.
7
Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
WinsLoew is engaged in the design, manufacture and
distribution of casual furniture, contract seating and
ready-to-assemble ("RTA") furniture. WinsLoew's casual
furniture products are distributed through independent
manufacturer's representatives, and are constructed of
extruded and tubular aluminum, wrought iron and cast
aluminum. These products are distributed through fine
patio stores, department stores and full line furniture
stores nationwide. WinsLoew's contract seating products
are distributed to a broad customer base which includes
architectural design firms, restaurants and lodging chains.
WinsLoew's RTA products include ergonomically-designed
computer workstations, which the Company denotes as "space
savers", promotionally-priced coffee and end tables, wall
units and rolling carts. WinsLoew also manufactures and
distributes an extensive line of futons, frames and related
accessories. Distribution of these products is primarily
through mass merchandisers, catalogue wholesalers and
specialty retailers.
Results of Operations
The following table sets forth net sales, gross profit and
gross margin as a percent of net sales for the respective
periods for each of the Company's product lines (in
thousands, except for percentages):
Three Months Ended
-----------------------------------------------------
September 26, 1997 September 27, 1996
------------------------ -------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------------------------- -------------------------
Casual furniture $13,116 $ 5,202 39.7% $13,218 $ 4,970 37.6%
Contract seating 14,869 4,662 31.4% 11,892 3,414 28.7%
RTA furniture 7,482 1,015 13.6% 12,222 2,854 19.1%
------- ------ ------- ------
Total $35,467 $10,879 30.7% $37,332 $11,238 30.1%
======= ====== ======= ======
Nine Months Ended
-----------------------------------------------------
September 26, 1997 September 27, 1996
------------------------ -------------------------
Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin
------------------------- -------------------------
Casual furniture $44,974 $18,698 41.6% $44,790 $17,834 39.8%
Contract seating 43,671 13,030 29.8% 35,880 10,400 29.0%
RTA furniture 20,477 3,836 18.7% 31,533 7,084 22.5%
------- ------ ------- ------
Total $109,122 $35,564 32.6% $112,203 $35,318 31.5%
======= ====== ======= ======
8
The following table sets forth certain information relating to the
Company's operations expressed as a percentage of the Company's net
sales:
Three Months Ended Nine Months Ended
-------------------- --------------------
Sept 26, Sept 27, Sept 26, Sept 27,
1997 1996 1997 1996
--------- -------- --------- --------
Gross margin 30.7% 30.1% 32.6% 31.5%
Selling, general and
administrative expense 17.7% 18.8% 18.5% 19.8%
Amortization 0.8% 0.8% 0.8% 1.2%
Operating income 12.2% 10.5% 13.3% 10.5%
Interest expense, net 1.7% 1.8% 1.9% 2.2%
Income before income taxes 10.5% 8.7% 11.3% 8.2%
Net income 6.4% 5.7% 7.0% 5.2%
Comparison of Third Quarters Ended September 26, 1997 and
September 27, 1996
Net Sales: After giving effect to the facility sold
during the quarter, two of the Company's three product
lines experienced sales increases. The Contract Seating
product line experienced a sales increase of 25.0% due to
growth in the core business and increased demand from
lodging industry customers. Excluding sales for the wrought
iron business sold during the quarter, casual sales for the
remaining residential and contract aluminum products
increased 14.2%. Management attributes the increase to its
high quality and innovative designs resulting in existing
retail customers allocating more floor space. This
required larger inventories of the Company's residential
casual aluminum furniture. RTA product line sales decreased
by 38.8% in the third quarter of 1997 due to fewer
purchases by mass merchants and the continued futon
industry consolidation. WinsLoew's consolidated net sales
for the third quarter of 1997 decreased $1,865,000 or 5.0%,
to $35.5 million from $37.3 million in 1996.
Gross Margin: Consolidated gross margin increased to 30.7%
in the third quarter of 1997, compared to 30.1% in the
third quarter of 1997. Each of the Company's product lines
experienced increases in gross margin, except for RTA. The
Casual product line had improved gross margins in the third
quarter of 1997, due to improved operating efficiencies and
lower raw material costs. The Contract Seating product
line also had an increase in gross margin of 2.7 percentage
points due to increased volume, product mix and operating
efficiencies. The RTA gross margin decreased. This
decrease was minimized due to reductions of labor,
material and overhead costs.
Selling, General and Administrative Expenses: Selling,
general and administrative expenses decreased $0.8 million
from the third quarter of 1996 due to reduction in bad debt
provision and decreases in selling, general and
administrative expenses as a result of cost reduction
programs. During the quarter, the Company recorded
approximately $230,000 of costs associated with the sale of
certain assets of its wrought iron business in selling,
general and administrative expenses.
Operating Income: As a result of the above, operating
income increased by $0.4 million, to $4.3 million (12.2% of
net sales) in the third quarter of 1997 compared to $3.9
million (10.5% of net sales) in the third quarter of 1996.
9
Interest Expense: The Company's interest expense
decreased $92,000 in the third quarter of 1997.
Provision for Income Taxes: The Company's effective tax
rate for the third quarter of 1997 of 38.7% and 1996 third
quarter of 34.5% is greater than the federal statutory rate
due to the effect of state income taxes and non-deductible
goodwill amortization
Comparison of Nine Months Ended September 26, 1997 and
September 27, 1996
Net Sales: For the year-to-date 1997 period, two of the
Company's three product lines experienced sales increases.
The Contract Seating product line experienced a sales
increase of 21.7% due to growth in the core business and
increased demand from the lodging industry. The Casual
product line increased sales by 6.6%, excluding the
business sold during the quarter. Management believes the
increase is due to its high quality and innovative designs
resulting in existing retail customers allocating more
floor space. This required larger inventories of the
Company's casual aluminum furniture. RTA product line
sales decreased by 35.1% due to fewer purchases by mass
merchants and the futon industry consolidation. WinsLoew's
consolidated net sales for the first nine months of 1997
decreased $3.1 million or 2.8%, to $109.1 million from
$112.2 million in the first nine months of 1996.
Gross Margin: Consolidated gross margin increased to 32.6%
in the first nine months of 1997, compared to 31.5% in the
first nine months of 1996. Contract Seating product's
gross margin improved by 0.8 percentage points. The Casual
product line had improved gross margins due to greater
operating efficiencies from increased sales volumes and
favorable raw material costs. The RTA product line gross
margin declined by 3.8 percentage points. This decrease was
minimized due to reductions of labor, material and
overhead costs.
Selling, General and Administrative Expenses: Selling,
general and administrative expenses decreased from the
first nine months of 1996 by $2.0 million for the first
nine months of 1997 primarily due to a decreased allowance
for doubtful accounts and decreases in selling, general and
administrative expenses as a result of cost reduction
programs. During the period, the Company recorded
approximately $230,000 of costs associated with the sale of
certain assets of its wrought iron business in selling,
general and administrative expenses.
Operating Income: As a result of the above, operating
income increased by $2.7 million to $14.5 million (13.3% of
net sales) in the first nine months of 1997 as compared to
$11.8 million (10.5% of net sales) in the first nine months
of 1996.
Interest Expense: The Company's interest expense
decreased $424,000 in the first nine months of 1997
compared to the same period in 1996. As of September 26,
1997, the Company had reduced its debt by $25.9 million
since December 31, 1996, and by $10.6 million since
September 27, 1996.
Provision for Income Taxes: The Company's 1997 effective
tax rate of 38.6% and 37.0% in 1996 is greater than the
federal statutory rate due to the effect of state income
taxes and non-deductible goodwill amortization.
10
Seasonality and Quarterly Information
The furniture industry is cyclical and sensitive to changes
in general economic conditions, consumer confidence,
discretionary income, interest rate levels and credit
availability.
Sales of Casual products are typically higher in the second
and fourth quarters of each year, primarily as a result of:
(1) high retail demand for casual furniture in the second
quarter, preceding the summer months, and (2) the impact of
special sales programs on fourth quarter sales. The
Company's Casual product sales will also be affected by
weather conditions during the peak retail selling season
with a resulting impact on consumer purchases of outdoor
furniture products.
The results of operations for any interim quarter are not
necessarily indicative of results for a full year.
Liquidity and Capital Resources
WinsLoew's short-term cash needs are primarily for working
capital to support its debt service, accounts receivable
and inventory requirements. The Company has historically
financed its short-term liquidity needs with internally
generated funds and revolving credit facility borrowings.
The Company actively monitors its cash balances and applies
available funds to reduce borrowings under its long-term
revolving line of credit. At September 26, 1997, the
Company had $26.5 million of working capital and $19.4
million of unused and available funds under its credit
facilities. Even though the Company has repurchased stock
at a total cost of $11.0 million since September 27, 1996,
the Company has reduced its outstanding indebtedness by
$10.6 million since that date.
In June 1996, WinsLoew amended its senior credit facility
to provide the Company with a variable amount available
under the revolving line of credit (see Note 3 to the
Consolidated Financial Statements). Due to the seasonal
nature of the Casual furniture product line, the Company's
cash requirements are usually greater in the first quarter
of each year. The June 1996 amendment allows the amount
available to fluctuate with the seasonal nature of the
Company's business. After the first quarter of each year,
the Company's cash requirements from its credit line are
less. By the use of a variable amount of credit
availability, the Company can avoid the significant cost of
paying for an available but unused line of credit.
In July 1996, WinsLoew amended its senior credit facility
to allow the Company to borrow under its acquisition line
of credit to purchase shares of the Company's common stock
(see Note 4 to the Consolidated Financial Statements). As
of September 26, 1997 there was $2.1 million available for
such repurchases.
Cash Flows From Operating Activities: For the first nine
months of 1997, cash provided by operating activities was
$26.6 million, compared to cash provided of $20.5 million
in the first nine months of 1996. During the first four
months of each year, accounts receivable in the Casual
Furniture division normally increase due to extended
payment terms offered to customers. During the second
quarter, the Company receives payment on these accounts
receivable. Also, the improvement in cash provided by
operations in the first nine months of 1997 compared to
1996 benefited from the overall improvement in profits.
11
Cash Flows From Investing Activities: WinsLoew's net cash
provided by investing activities was $776,000 during the
first nine months of 1997 compared to cash used of $869,000
in 1996.
Cash Flows From Financing Activities: Net cash used in
financing activities was $25.7 million in the first nine
months of 1997 compared to $19.4 million in the first nine
months of 1996. In the first nine months of 1997,
increased cash flows from the overall improvement in
profits and volume, primarily in the Casual and Contract
Seating product lines, were used to reduce the Company's
debt. The Company retired 50,000 shares at a cost of
$489,000 (see Note 4 to the Consolidated Financial
Statements).
At September 26, 1997, the Company has no material
commitments for capital expenditures.
Foreign Exchange Forward Contracts
WinsLoew purchases some raw materials from several Italian
suppliers. These purchases expose the Company to the
effects of fluctuations in the value of the U.S. dollar
versus the Italian lira. If the U.S. dollar declines in
value versus the Italian lira, the Company will pay more in
U.S. dollars for these purchases. To reduce its exposure
to loss from such potential foreign exchange fluctuations,
the Company will occasionally enter into foreign exchange
forward contracts. These contracts allow the Company to
buy Italian lira at a predetermined exchange rate and
thereby transfer the risk of subsequent exchange rate
fluctuations to a third party. However, if the Company is
unable to continue such forward contract activities and the
Company's inventories increase in connection with expanding
sales activities, a weakening of the U.S. dollar against
the Italian lira could result in reduced gross margins.
The Company elected to hedge a portion of its exposure to
purchases made in 1997 by entering into foreign currency
forward contracts with a value of $2.6 million at September
1997. The Company did not incur significant gains or
losses from these foreign currency transactions.
Safe Harbour Statement
This presentation contains certain forward-looking which
are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These
statements involve risks and uncertainties that could cause
actual results to differ materially from these forward-
looking statements. These risks include, but are not
limited to, raw material costs and the ability to pass
price increases to customers in a timely fashion; industry
over capacity; product acceptance; cyclical fluctuations
based on economic conditions, including its effect on
consumer behavior, preferences, and confidence; the level
of discretionary spending; housing activity; interest
rates; and adverse weather conditions; etc. All forward-
looking statements should be considered in light of these
risks and uncertainties.
12
Part II. Other Information
Item 1. Legal Proceedings
The Company is, from time to time, involved in routine
litigation. No such routine litigation in which the
Company is presently involved is material to its financial
position, results of operations, or liquidity.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
Quarterly Report on Form 10-Q is being filed.
13
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.
WINSLOEW FURNITURE, INC.
/s/ Bobby Tesney
----------------
October 27, 1997 BOBBY TESNEY
President and Chief Executive Officer
/s/ Vincent A. Tortorici, Jr.
-----------------------------
October 27, 1997 VINCENT A. TORTORICI, Jr.
Chief Financial Officer
14
E X H I B I T
11
WinsLoew Furniture, Inc.
September 26, 1997
Exhibit 11 - Computation of Earnings per Share
(In thousands, except per share amount)
Year to Date
Quarters ended period ended
------------------ ------------------
Sept 26, Sept 27, Sept 26, Sept 27,
1997 1996 1997 1996
-------- -------- -------- --------
PRIMARY
Average shares outstanding 7,508 8,589 7,469 8,843
Net effect of dilutive stock
options based on the treasury
stock method of using the
average market price for the
quarter 94 -- 62 --
-------- -------- -------- --------
Total 7,602 8,589 7,531 8,843
======== ======== ======== ========
Net Income $2,282 $2,120 $7,604 $5,828
======== ======== ======== ========
Net Income per share $0.30 $0.25 $1.01 $0.66
======== ======== ======== ========
FULLY DILUTED
Average shares outstanding 7,508 8,589 7,469 8,843
Net effect of dilutive stock
options based on the treasury
stock method using the higher
of the quarter end market price
or average market price for the
quarter 125 -- 131 --
-------- -------- -------- --------
Total 7,633 8,589 7,600 8,843
======== ======== ======== ========
Net Income $2,282 $2,120 $7,604 $5,828
======== ======== ======== ========
Net Income per share $0.30 $0.25 $1.00 $0.66
======== ======== ======== ========