-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VDtja6m/Gy7JSOGUsEj23QqJ/6jVOIgv6YWpUbyJiyFYT9iqTiBl2dYnO4PymtdD SaXiQTfSf0e7tqQbYah5sA== 0001010412-98-000149.txt : 19980824 0001010412-98-000149.hdr.sgml : 19980824 ACCESSION NUMBER: 0001010412-98-000149 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980820 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BINGO & GAMING INTERNATIONAL INC CENTRAL INDEX KEY: 0000355590 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 731092118 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-10519 FILM NUMBER: 98695282 BUSINESS ADDRESS: STREET 1: 13581 POND SPRINGS RD STREET 2: SUITE 105 CITY: AUSTIN STATE: TX ZIP: 78279 BUSINESS PHONE: 5124900065 MAIL ADDRESS: STREET 1: 11006 METRIC BOULEVARD STREET 2: STE 350 CITY: AUSTIN STATE: TX ZIP: 78758 FORMER COMPANY: FORMER CONFORMED NAME: PRIMARY DEVELOPMENT CORP /OK/ DATE OF NAME CHANGE: 19941215 10QSB 1 FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998 U.S. Securities and Exchange Commission Washington, DC 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE \tab SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE \tab SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ____________________ Commission File No. 0-10519 Bingo & Gaming International, Inc. (Name of Small Business Issuer in its Charter) OKLAHOMA 73-1092118 (State or Other Jurisdiction of (IRS Employer ID No.) incorporation or organization) 13581 Pond Springs Rd. Suite 105 Austin, Texas 78729 (Address of Principal Executive Offices) (512)335-0065 (Issuer's Telephone Number, including Area Code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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. (1) Yes X No (2) Yes X No There were 8,541,819 shares of common stock, $.001 par value, outstanding as of June 30, 1998. PART I - FINANCIAL INFORMATION Item 1. Financial Statement BINGO & GAMING INTERNATIONAL, INC. BALANCE SHEETS (unaudited)
June 30, December 31, ASSETS 1998 1997 Current assets Cash and cash equivalents $ 83,901 $ 53,934 Accounts receivable - trade 843,670 347,029 Inventories 52,514 19,811 Note receivable 7,494 7,494 Prepaid expenses 24,666 6,445 Total current assets 1,012,245 434,713 Property and equipment, at cost - net of accumulated depreciation and amortization 1,527,268 456,945 Other assets Organizational costs and intangible assets - net of accumulated amortization 10,904 19,705 Deposits 62,806 49,860 Total other assets 73,710 69,565 Total assets $ 2,613,223 961,223 Liabilities and Stockholders' Equity Current liabilities Accounts payable - trade and accrued expenses $ 325,280 $ 180,862 Accounts payable - other - 253,190 Current maturities of long-term debt 385,341 122,898 Deferred federal income tax 10,600 - Total current liabilities 721,221 556,950 Long-term debt, net of current maturities 1,159,942 227,162 Total liabilities 1,881,163 784,112 Common stock, $.001 par; 70,000,000 shares authorized; 8,541,819 and 8,418,602 issued and outstanding 8,740 8,418 Additional paid-in capital 463,544 393,197 Retained earnings (deficit) 259,776 (224,504) Total stockholders equity 732,060 177,111 Total liabilities and stockholders' equity $ 2,613,223 $ 961,223
See note to consolidated financial statements. BINGO & GAMING INTERNATIONAL, INC CONSOLIDATED STATEMENTS OF INCOME SIX MONTHS ENDED JUNE 30, 1997 and 1998 (unaudited)
Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 1998 1997 1998 1997 Phone card sales $ 880,327 $ 357,597 $1,849,696 $ 787,308 Rental Income 134,044 125,844 254,213 251,288 Concession Income 19,371 14,804 27,571 27,570 Machine sales 29,618 - 67,883 - Other (4,948) - 1,232 - Total revenue 1,058,412 498,245 2,200,595 1,066,166 Cost of revenue: Phone card and royalties 315,157 132,373 518,232 254,678 Machine and location rental (135,000) 89,171 308 203,056 Prizes paid 75,064 32,180 161,181 131,289 Hall rental 56,732 47,565 110,984 92,579 Machines sold 37,485 - 70,805 - Total cost of revenue 349,438 301,289 861,510 681,602 Gross Margin 708,974 196,956 1,339,085 384,564 Expenses: Operating expenses 181,585 89,892 244,288 172,886 Salaries 99,718 61,736 186,457 119,584 General and administrative expenses 174,898 9,806 260,133 21,634 Total expenses 456,201 161,434 690,878 314,104 Operating income 252,773 35,522 648,207 70,460 - 1,198 - 1,198 Interest expense 140,931 8,616 153,325 18,097 Net income before federal income tax 111,842 28,104 494,882 53,561 Deferred federal income tax (44,500) - 10,600 - Net income 156,342 28,104 484,282 53,561 Retained earnings: Beginning (deficit) (224,504) (267,936) (222,504) (267,936) Ending (deficit) $ (68,162)$(239,832)$ 261,778 $(214,375) Basic and diluted income (loss) per common share $ 0.02 $ 0.00 $ 0.06 $ 0.01 Weighted average shares outstanding 8,454,557 8,360,434 8,552,774 8,360,434
See notes to consolidated financial statement. BINGO & GAMING INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1997 AND 1998
June 30, June 30, 1998 1997 OPERATING ACTIVITIES Net Income (loss): $ 484,282 $ 53,561 Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation and Amortization 138,061 29,229 Changes in current assets and liabilities: Accounts receivables (496,641) (51,618) Inventories (31,362) 186 Prepaid expenses (31,220) (29,502) Deferred federal income tax 10,600 - Accounts payables-trade and accrued expenses (108,772) 17,200 Net cash from operating activities (35,052) 19,056 INVESTING ACTIVITIES: Purchase of property and equipment (29,728) (27,637) Proceeds from long-term debt 14,409 - Increase (decrease) in other assets - 2,539 Payments received on notes receivable - 25,026 Cash from investing activities (15,319) (72) FINANCING ACTIVITIES: Payments on long-term debt 169,033 (47,730) Proceeds from long term debt (159,366) 36,061 Issuance of common stock 70,670 1,650 Cash from financing activities 80,337 (10,019) Net increase (decrease) in cash and cash equivalents 29,966 8,965 Cash and cash equivalents at beginning of period 53,934 53,307 Cash and cash equivalents at end of period $ 83,900 $ 62,272 Supplemental disclosures of cash flow information: Interest paid $ 153,325 $ 8,616 Taxes paid $ 10,000 $ - Supplemental disclosure of non-cash investing and financing activities: Financing of equipment purchases $ 1,310,264 $ -
See notes to consolidated financial statements. BINGO & GAMING INTERNATIONAL, INC. NOTES TO THE FINANCIAL STATEMENTS Note 1. BASIS OF PRESENTATION The Company's consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Such financial statements as of June 30, 1998 and for the three months ended June 30, 1998 and 1997 and for the six months ended June 30, 1998 and 1997 are unaudited, but, in management's opinion, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results from such interim periods. The results from interim periods are not necessarily indicative of results from full years. Such interim period financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles. They should, therefore, be read in conjunction with the Company's consolidated financial statements included in the Company's Form 10- KSB for the year ended December 31, 1997. Note 2. INCOME TAXES At June 30, 1998 and 1997, the Company had, for tax reporting purposes, net operating loss carryfowards of approximately $148,166 and $200,000, respectively, available to offset future taxable income. The statutory federal tax rate was 34% for the six months ended June 30, 1998 and 1997. Note 3. EARNINGS PER SHARE Net Income (loss) per share is based upon the weighted average number of shares outstanding during the periods (8,552,774 shares outstanding during the six months ended June 30, 1998 and 8,360,434 during the six months ended June 30, 1997). Note 4. RECLASSIFICATION Certain amounts previously reported have been reclassified to conform to current year presentation. Item 2. Management's Discussion and Analysis and Plan of Operations. Introduction: Plan of Operation Since approximately December 1994, the Company has been engaged in the business of owning and operating, as commercial lessors, charity bingo locations of their own and in the past operated similar locations for other owners. In May 1996, the Company began distributing prepaid phone card vending machines in the State of Texas. The Company's revenues are generated primarily from and the sale of prepaid phone cards through the industry's most unique dispenser and the rental of bingo facilities in the charitable bingo industry. Through its wholly-owned subsidiaries, Tupelo Industries, Inc. ("Tupelo"), Meridian Enterprises, Inc. ("Meridian"), and Red River Bingo, Inc. ("Red River"), the Company has operated as a sub-lessor of real property to charitable bingo operations in Texas, Mississippi, Louisiana. The current operations consist of three bingo halls located in Meridian, Iuka, and Tupelo, Mississippi. Additionally, the Company through Monitored Investments Inc., ("Monitored") has in the past managed similar bingo operations for others in Texas, Louisiana, and Mississippi. In April 1996, the Company executed an exclusive Distribution Agreement for the state of Texas for the Lucky Shamrock Emergency Phone Card Dispenser, a video enhanced prepaid phone card dispenser. This Distribution Agreement was mutually terminated in August 1997. During the quarter ended June 30, 1997, the Company operated approximately 134 of the dispensers. Between August and December 1997, all of the 134 Lucky Shamrock Emergency Phone Card Dispensers were returned to Diamond Game Enterprises, Inc. In October 1997, the Company executed an Exclusive Distribution Agreement with Cyberdyne Systems, Inc. to distribute the Lucky Strike Prepaid Phone Card Dispenser, which is based on Cyberdyne's patented cartridge based technology. This agreement provides for the Company to have the exclusive distribution rights for the United States and Canada for five years with two five year options. Distribution of the Lucky Strike Prepaid Phone Cards began in October 1997, and as of June 30, 1998, over 300 dispensers were in operation in Texas, Oklahoma, and Connecticut. The Company intends to further develop and substantially expand its business, principally by continuing the operation and expanding the distribution of the video enhanced phone card dispensers. The Company will locate distributors, operators and chain retailers to market our products. In addition, the Company will market the product directly to the retail location, where this is preferable. The Company will utilize various avenues to locate and communicate with these entities including trade shows, trade magazines, trade organizations, direct mail, Internet site, E-mail and industry contacts. Each territory has its own unique set of marketing characteristics; however, the Company will target among others the following retailers: bingo halls, bars and taverns, pool halls, bowling alleys, truck stops, major public transportation centers, adult game arcades, prepaid phone card routes, amusement/vending routes, convenience stores, and fraternal organizations. The prepaid phone card industry has grown to over a $1 billion a year business in the few years since its inception. It has been estimated that by the year 2000 the sale of telecards will exceed $2 billion; however, this estimate is based on numerous factors, such as the current regulatory, taxation, and competitive environments, which are subject to change and are beyond the Company's control. While the regulations have not yet been issued, new federal taxation has placed a three- percent tax on the sale of prepaid phone cards. In order to offset any increased cost of sales, the Company plans to modify its promotional sweepstakes structure. The Company currently uses three payout structures for its promotional sweepstakes marketing campaign: 70%, 65%, and 55%. The 65% and 55% sweepstakes provide sufficient margin to maintain the current level of profitability. The Company has added distributors for the states of Kansas and Kentucky subsequent to June 30, 1998. An initial order of three dispensers are currently in operation in Kentucky and the distributor has purchased an additional five dispensers, which have been shipped from the manufacturer. Operations are pending judicial approval in Washington State and regulatory approval in New Jersey, Pennsylvania and Illinois. Negotiations with a potential distributor for the state of New Mexico are on going. The Company anticipates placing additional dispensers each month for the remainder of the 1998 fiscal year. Based on estimated sales of $250 per day per dispenser, and the current rate of profitability; the Company believes each dispenser will generate a minimum of $375 monthly net income after all expenses and contribution for corporate overhead; however, no assurance can be made that the Company will be able to meet these estimates. Sales in Texas increased during the quarter ended June 30, 1998, due to the addition of more dispensers in several locations, the removal of illegal eight-liner devices in certain jurisdictions around the state, and the placement of dispensers in new locations. Recent activities by Texas law enforcement to prosecute the estimated 50,000 illegal eight-liner slot machines around the state will provide for expansion opportunities for the Company's product and dispensers. During the three months ended June 30, 1998, sales of phone cards in Oklahoma decreased significantly due to increase competition in the Indian bingo facilities. Gaming devices such as skill-stop eight-liners and electronic pull tab machines cut into the per capita spending on the Company's prepaid phone card dispensers. Recently, however, the skill-stop eight-liner devices have been declared illegal for Indian bingo facilities, and the Company has worked with Cyberdyne Systems, Inc., its supplier, to develop software which will print four free promotional game pieces with the purchase of each phone card. This will add more excitement to the Company's marketing promotion by allowing the player four opportunities to participate in the sweepstakes. This new software will be tested in Oklahoma in the near future. To increase profitability without additional capital outlay the Company recently embarked on a program of relocating low producing dispensers. An aggressive campaign to find new locations, effectively analyze each dispenser's profitability, and act more quickly to relocate dispensers has been instituted. The recent development of management information system software and the data entry of historical data will enhance this process. Additional dispensers will be distributed by selling them directly to vending and amusement route operators. Results from recent trade show appearances indicate that more dispensers can be sold directly to the customer with the Company continuing to sell the replacement cartridges. In the first quarter of 1998 the Company executed a leasing agreement for 125 of the dispensers, and in the second quarter of 1998 another 125 were leased under more favorable terms with the same leasing company. The Company will continue to use this avenue as well as other opportunities that become available to increase the number of dispensers on location in the remainder of the fiscal year. The Company's ability to increase the number of income producing dispensers will be limited by its available liquidity, and other capital resources, as to which no assurance can be given. Results of Operations Three Months ended June 30, 1998 Compared with Three Months ended June 30, 1997 Revenues include rental income from charitable organizations which lease the Company's bingo facilities, related concession and vending income and phone card sales related to the video enhanced dispensers. Phone card sales were $880,327 for the three months ended June 30, 1998, compared to $357,597 for the three months ended June 30, 1997. This increase of $522,730 (146%) was the result of three month's of revenue from more than 300 phone card dispensers for 1998 compared to three months from 110 dispensers in the previous year. Rental income remained consistent at $134,044 for the quarter ended June 30, 1998, compared with $125,844 for the quarter ended June 30, 1997. Concession income increased to $19,371 for the quarter ended June 30, 1998 from $14,804 for the prior year. Machine sales produced $29,618 in the three months ended June 30, 1998 compared to 1997 when the Company sold no machines. Cost of revenues represent expenses directly attributable to the operations of the phone card dispensers and operations of the bingo facilities. In total, such cost was $349,438 and $301,289 for 1998 and 1997, respectively. Cost of revenue specifically related to the phone card dispensers; include phone card and, in the past, royalty's costs, machine and location rental prizes paid and machine sales cost. Phone card and royalty costs were $315,157 for the three month's ending June 30, 1998, compared to $132,373 for the previous year. This 138% increase was due to the corresponding increased sales of phone cards for the three months ended June 30, 1998 compared to three months for the prior year. Machine and location rental costs decreased by $224,171 for the three-month's ended June 30, 1998. The greatest portion, $135,000, of this 251% decrease was the result of financing dispensers under a capital lease structure, which attributed to an understated net income for the March 31, 1998 quarter. The balance of the savings were realized by elimination of rental costs as a result of capital lease arrangement; however, depreciation on the capital lease offset, somewhat, the decrease in rental costs. The capitalization of these dispensers occurred during the second quarter 1998. Additionally, an amended 10-QSB for March 31, 1998 will be forthcoming. In 1998, prizes paid increased to $75,064 from $32,108 in 1997. A prize paid reflects the amount paid to winners from dispensers operated directly by the company, rather than those operated by the retail location. This 133% increase is the result of a larger number of dispensers being directly operated by the Company for three months ended June 30, 1998 as compared to three months ended June 30, 1997. Operating expenses, salaries, and general and administrative expense increased by 183% from $161,434 in the second quarter of 1997 to $456,201 in 1998. Of this amount, salaries increased almost $38,000 or 62% as the result of the addition of a national sales director and additional customer support representatives. Significant increases were also experienced in legal costs, travel related to attendance at trade shows and deployment of dispensers, development of a networked internal computer system and management information software. In addition, the size of the corporate office space was doubled during this period. Interest expense increased by $132,315 from $8,616 for the three months ended March 31, 1997 to $140,931 for 1998. This increase was the result of the recalculation of the capitalization of the dispenser lease in the second quarter and represents interest attributable to both the first and second quarters of 1998. As previously mentioned, an amended Form 10-QSB for March 31, 1998 will be forthcoming. Principally, for the reasons set forth in the preceding paragraphs, the Company had a net income of $156,342 for the three month's ended June 30, 1998, compared with a net income of $28,104 for 1997. Included in the net income for 1998 is interest expense of $140,931 and deferred federal income tax of $44,500. Six Months Ended June 30, 1998 Compared with Six Months Ended June 30, 1997 Revenues were $2,200,595 for the six month's ended June 30, 1998 and $1,066,166 for the six month's ended June 30, 1997. This 106% increase was principally the result of additional phone card sales generated during the six month's ended June 30, 1998 and matters more fully described in the above "Three Months Compared with Three Months" discussion. Cost of revenues were $861,510 and $681,602 for the six month's ended June 30, 1998 and 1997, respectively. This 26% increase was principally the result of the increase long distance phone time used during the six month's ended June 30, 1998 and matters more fully described in the above "Three Months Compared with Three Months" discussion. Other expenses were $690,878 and $314,104 for the six month's ended June 30, 1998 and 1997, respectively. This 120% increase was principally the result of travel to locations to place new prepaid phone card dispensers, hiring additional staff, freight, legal, computer upgrades and systems development and matters more fully described in the above "Three Months Compared with Three Months" discussion. The significant changes in revenue and related expenses are explained in the above paragraphs more fully described in the above "Three Months Compared with Three Months" discussion and "Management's Discussion and Analysis." Financial Position: The Company's financial position recorded significant improvement during the six month's June 30, 1998 as net income increased to $484,282 compared to $53,561 for six month's ended June 30, 1997; an increase of 804%. Cash and cash equivalents were $83,901 at June 30, 1998, an increase of 56% compared to $53,434 at December 31, 1997. The Company's working capital (current assets less current liabilities) position also improved significantly during the six month's ended June 30, 1998: $291,024 at June 30, 1998 Compared with $(122,237) at December 31, 1997. Liquidity: The Company intends to substantially expand its sweepstakes-enhanced prepaid phone card business during 1998. It had over 300 dispensers placed and operating at June 30, 1998, and it would like to place and have operating additional dispensers by December 31, 1998. The actual rate of expansion will be dependent on (1) the number of dispensers that the Company's supplier can manufacture and make available and (2) the number of dispenser purchases/leases that the Company can internally fund and/or otherwise finance with either borrowing or leasing arrangements or through the sale of Dispensers directly to the retail operator. At the present level of dispensers currently in operation, the Company anticipates substantial increased earnings in the remainder of the 1998 Fiscal Year. As stated earlier, its rate of growth will depend on the availability of either borrowing or leasing opportunities and the number of dispensers it can sell directly to retail operators. No assurance can be given that the Company can arrange such additional financing. PART II - OTHER INFORMATION Item 1. Legal Proceedings. Except as set forth in the following paragraphs, the Company is not the subject of any pending legal proceedings, and to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state, or local governmental agency. Further, to the knowledge of management, no director or executive officer is party to any action that has an interest adverse to the Company. Red River Bingo, Inc., was assessed civil penalties totaling $25,000 in 1995 by the State of Louisiana for alleged charitable gaming law violations. Management vigorously contested this claim, and Louisiana's Charitable Gaming Division canceled a hearing scheduled on this matter in 1996. No further correspondence has been received from the State of Louisiana and management believes that no future action will be forthcoming that could have a material adverse affect on the Company, particularly since there have been no operations in Louisiana since 1995. The Company contested the Mississippi Gaming Commission's decision to reject an appraisal on the fair market value of rents charged to the charity at its Tupelo bingo facility. The Company secured both a temporary and permanent injunction requiring the Mississippi Gaming Commission to issue the Company a license renewal for the Tupelo facility based on the two appraisals already submitted. The Mississippi Gaming Commission issued a temporary ninety-day license, which failed to comply with the injunctions. A hearing was held to determine whether the commission was in contempt of court and the Mississippi Gaming commission was held to be in contempt of court. Subsequent to the hearing a license was issued for the Tupelo facility. Following this, a license renewal for the company's Iuka location was issued. In the state of Washington, the company's attorneys have filed for a summary judgement to declare that the prepaid phone card dispensers and promotional sweepstakes comply with state law. The hearing is scheduled for September 25, 1998. 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) EXHIBIT Annual Report on Form 10 - KSB for the year ** ended December 31, filed April 15, 1998 (b) REPORTS ON FORM 8-K SEC Form 8-K, filed January 5, 1998, Regarding ** Changes in Company's Certifying Accountant ** This document and related exhibits have been previously filed with the Securities and Exchange Commission and by this reference are incorporated herein. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. BINGO & GAMING INTERNATIONAL, INC. Date: August 19, 1998 By/s/Reid Funderburk Reid Funderburk Chairman, C.E.O., Director Date: August 19, 1998 By/s/Geroge Majewski George Majewski President, Director Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: BINGO & GAMING INTERNATIONAL, INC. Date: August 19, 1998 By/s/Reid Funderburk Reid Funderburk Chairman, CEO & Director Date: August 19, 1998 By/s/George Majewski George Majewski, President, Director Date: August 19, 1998 By/s/R. E. Wilkin R. E. Wilkin, Director Date: August 19, 1998 By Robert H. Hughes, Director Date: August 19, 1998 By/s/Rick Redmond Rick Redmond, Director Date: August 19, 1998 By/s/Robert Chappell Robert Chappell, Treasurer
EX-27 2
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