-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, qXHoUHcsL7p8luLqRydI5ADSej7JFgVjkzSt/llGYdiA6XUDegSnzbOD5c+iF8Xi NdomBHwfJ+7fKRKScVy+Mw== 0000357064-95-000003.txt : 19950518 0000357064-95-000003.hdr.sgml : 19950518 ACCESSION NUMBER: 0000357064-95-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950215 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCI INTERNATIONAL INC CENTRAL INDEX KEY: 0000357064 STANDARD INDUSTRIAL CLASSIFICATION: 3663 IRS NUMBER: 943026925 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10877 FILM NUMBER: 95511043 BUSINESS ADDRESS: STREET 1: 222 CASPIAN DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087476100 MAIL ADDRESS: STREET 1: 222 CASPIN DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19880606 10-Q 1 12/94 10Q 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 quarterly period ended December 31, 1994 * OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period N/A Commission file number: 0-10877 TCI INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 94-3026925 (State of other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 222 Caspian Drive, Sunnyvale, California 94089-1014 (Address of principal executive offices) (Zip Code) (408)747-6100 (Registrant's telephone number, including area code) * The Company is on a 52/53 week fiscal year. The quarter ended on January 1, 1995. For presentation purposes, the Company has indicated its quarter end as December 31, 1994. 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 ___ As of January 31, 1995, 3,150,311 shares of Common Stock were outstanding. TCI INTERNATIONAL, INC. PART I FINANCIAL INFORMATION Condensed Consolidated Financial Statements (Unaudited) The unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes the information included herein, when read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended September 30, 1994, filed with the Securities and Exchange Commission, to be not misleading. Further, the following financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three months ended December 31, 1994, are not necessarily indicative of results to be expected for the entire year ending September 30, 1995. TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts) Three Months Ended December 31, 1994 1993 Revenues $ 6,839 $ 5,981 Operating Costs and Expenses: Cost of revenues 3,923 3,735 Marketing, general and administrative 2,678 2,186 6,601 5,921 Income from operations 238 60 Investment income, net 188 124 Income before provision for income taxes 426 184 Provision for income taxes 26 6 Income before change in accounting for income taxes and extraordinary item 400 178 Change in accounting for income taxes (SFAS 109) 0 1,511 Net Income $ 400 $ 1,689 Per Share: Income before change in accounting for income taxes and extraordinary item $ 0.12 $ 0.05 Net income $ 0.12 $ 0.49 Shares used in per share computations 3,237 3,439
See accompanying Notes to Condensed Consolidated Financial Statements. TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In Thousands) December 31, September 30, 1994 1994 ASSETS Current Assets Cash and cash equivalents $ 5,579 $ 7,578 Short-term investments 14,348 11,938 Accounts receivable - Billed 1,566 2,686 Unbilled 3,178 2,935 Refundable income taxes 172 739 Inventories 4,868 4,901 Prepaid expenses 497 490 Total current assets 30,208 31,267 Property and Equipment, net 1,805 1,889 Other Assets 89 85 Total Assets $32,102 $33,241 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 1,890 $ 2,168 Customer deposits and billings on uncompleted contracts in excess of revenue recognized 1,964 2,477 Accrued liabilities 4,063 4,524 Total current liabilities 7,917 9,169 Stockholders' Equity: Common Stock: Authorized - 5,000 shares, $.01 par value Issued - 3,341 shares 11,993 11,993 Shares held in treasury at cost: 142 Shares in Dec. 1994 (590) (311) 78 Shares in Sept. 1994 0 0 Retained earnings 12,884 12,483 Valuation allowance - short-term investments (102) (93) Total stockholders' equity 24,185 24,072 Total Liabilities and Stockholders Equity $32,102 $33,241
See accompanying Notes to Condensed Consolidated Financial Statements. TCI INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Three Months Ended December 31, 1994 1993 Cash provided by (used in): Operations: Net income $ 400 $ 1,689 Reconciliation to cash provided by (used in) operations: Depreciation 153 206 Gain on sale of investments 0 (82) Effect of change in accounting for income taxes (SFAS 109) 0 (1,511) Changes in assets and liabilities: Accounts receivable 877 (2,051) Refundable income taxes 567 0 Inventories 34 577 Prepaid expenses (11) (67) Accounts payable (133) 282 Customer deposits (514) (746) Accrued liabilities (606) (441) Cash provided by (used in) operations 767 (2,144) Investing activities: Purchases of property and equipment (69) (4) Purchases of short-term investments (2,419) (9,065) Proceeds from sale of short-term investments 0 11,154 Other 0 38 Cash provided by (used in) investing activities (2,488) 2,123 Financing activities: Repurchase of common stock for treasury stock (278) (24) Cash used in financing activities (278) (24) Net decrease in cash and cash equivalents (1,999) (45) Cash and cash equivalents at beginning of year 7,578 5,739 Cash and cash equivalents at end of year $ 5,579 $ 5,694
See accompanying Notes to Condensed Consolidated Financial Statements TCI INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 Inventories included in the consolidated balance sheet consist of the following: December 31, September 30, 1994 1994 (In thousands) [S] [C] [C] Material and component parts $ 3,182 $ 3,235 Work-in-Process 1,686 1,666 $ 4,868 $ 4,901 Note 2 At December 31, 1994, there were outstanding standby letters of credit of approximately $3,100,000 serving as performance and payment bonds. The standby letters of credit expire at various dates through 1996; however, certain performance bonds are automatically renewable until canceled by the beneficiary. These outstanding standby letters of credit are fully secured by the Company's short term investments. TCI INTERNATIONAL, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS First Fiscal Quarter of 1995 Compared to First Fiscal Quarter of 1994 Revenues for the first three months of fiscal year 1995 were $6,839,000, an increase of 14% over revenues of $5,981,000 for the same period in fiscal year 1994. The increase in revenues is due to increased material flows on various fixed price contracts. Gross profit as a percentage of revenue for the first quarter increased from 38% in fiscal year 1994 to 42% in fiscal year 1995 principally due to the recent completion of a significantly sized, long-term contract which contributed little or no gross profit over each of the respective reporting periods during the last four years. Marketing, general and administrative expenses increased 23% from $2,186,000 in the first quarter of fiscal year 1994 to $2,678,000 in the first quarter of fiscal year 1995. This increase is due to intensified marketing efforts as well as an increase in independent research and development expenditures, a portion of which are targeted to position the Company's products for sale into related commercial markets. Investment income, net for the first three months of fiscal year 1995 was $188,000, an increase of 52% from investment income, net of $124,000 for the same period in fiscal year 1994. This increase is due to the higher balance of cash, cash equivalents and short-term investments as well as the benefit of comparatively higher interest rates. Net income for the first three months of fiscal year 1995 was $400,000, or $0.12 per share, compared to net income of $1,689,000, or $0.49 per share for the same period in fiscal year 1994. The net income for fiscal year 1994 included the benefit of $1,511,000, or $0.44 per share, to reflect the cumulative effect of adopting SFAS No. 109 "Accounting for Income Taxes." The average number of shares outstanding was 3,236,698 for the first three months of fiscal year 1995, and 3,439,451 for the same period in fiscal year 1994. The decline in the number of outstanding shares is a reflection of the Company's continuing efforts to repurchase its stock under a stock repurchase program initially authorized by its Board of Directors in December of 1993. The results of operations for the first three months in fiscal year 1995 are not necessarily indicative of future quarterly or annual performance expectations. FINANCIAL CONDITION December 31, 1994 Compared to September 30, 1994 Consolidated cash, cash equivalents and marketable securities totaled $19,927,000 on December 31, 1994, compared to $19,516,000 on September 30, 1994. The Company currently believes that its cash, cash equivalents and short-term investments, together with expected revenues from operations, will be sufficient to fund its operations through fiscal 1995. As of December 31, 1994 , the Company has standby letters of credit outstanding of approximately $3,100,000. The standby letters of credit are collateralizedby the Company's short-term investments. TCI INTERNATIONAL, INC. PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a. Exhibits: 10.6 First Amendment to Credit agreement between the Company and Wells Fargo Bank, National Association b. Reports on Form 8-K: None No other applicable items. 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. TCI INTERNATIONAL, INC. (Registrant) Date: February 14, 1995 John W. Ballard III Vice President, Chief Financial Officer (Duly authorized officer of the registrant and principal financial officer of the registrant) EX-1 2 Exhibit 10.6 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of January 20, 1995, by and between TCI INTERNATIONAL, INC., a Delaware corporation ("TCI"), TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL, a California Corporation ("TC International"), BR COMMUNICATIONS, a California corporation ("BRC"), ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). RECITALS WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of May 17, 1994, as amended from time to time ("Credit Agreement"). WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes. NOW, THEREFORE, the Credit Agreement is hereby amended as follows: 1. The second paragraph of Section l.l(b) shall be deleted in its entirety, and the following substituted therefor: "Notwithstanding the foregoing, the outstanding principal balance of the Line, to a maximum of the principal sum stated above, shall not at any time exceed ninety percent (90%) of the fair market value of marketable securities pledged to secure the Line of Credit with fair market value determined by Bank from time to time in its sole discretion. Should, for any reason whatsoever, the outstanding principal balance of the Line exceed said percentage, Borrowers shall, immediately upon demand by Bank, pledge or cause to be pledged with Bank additional marketable securities as security for the Line, of a type and market value satisfactory to Bank in its sole discretion. 2. The first paragraph of Section 1.4 shall be deleted in its entirety, and the following substituted therefor: "SECTION 1.4 COLLATERAL. As security for all indebtedness of Borrowers to Bank pursuant to this Agreement, TC International grants to Bank security interests of first priority in that certain Overland Express Money Market Fund Account Number 2300422082 ("Overland Express Account") maintained with Bank. Bank hereby confirms that, as of the date of this Agreement, the securities in said account are of a type satisfactory to Bank and are of a fair market value sufficient to meet the margin requirement set forth in Section 1.1 hereof. So long as there exists no default under this Agreement, TCI, TC International, or BRC as applicable, shall have the right to substitute securities in the Overland Express Money Market Fund Account so long as said substituted securities are of a type and market value satisfactory to Bank in its sole and reasonable discretion and, immediately following such substitution, there exists no violation of the margin requirement set forth in Section 1.1 hereof." 3. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. 4. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above. WELLS FARGO BANK, TCI INTERNATIONAL, INC. NATIONAL ASSOCIATION By: _______________________ By: _________________________ Title: ____________________ William H. Schenck Assistant Vice President TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL By: _______________________ Title: ____________________ BR COMMUNICATIONS By: _______________________ Title: ____________________ ADDENDUM TO GENERAL PLEDGE AGREEMENT AND THIRD PARTY PLEDGE AGREEMENT THIS ADDENDUM is attached to and made a part of that certain General Pledge Agreement and Third Party Pledge Agreement (collectively, "Agreement") executed by TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL ("Debtor"), as of January 20, 1995, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"). Debtor acknowledges and agrees as follows: 1. Collateral. Notwithstanding any reference in the Agreement to a transfer, pledge or delivery to Bank, or a deposit with Bank, of the Collateral and Proceeds defined in paragraph 1 of the Agreement, and notwithstanding any reference in the Agreement to the possession, custody or control by Bank of the Collateral or Proceeds, said Collateral includes without limitation: (a) all securities (whether certificated or uncertificated), bonds, documents, instruments, money, notes, repurchase agreements, general intangibles, and all other property of whatever nature or description, whether tangible or intangible, now or hereafter held on account of or for Debtor in Debtor's Overland Express Money Market Fund Account Number 2300422082 with Bank ("Account"); (b) the Account itself and all replacements and substitutions therefor; and (c) Proceeds of all of the foregoing; provided however, that notwithstanding the generality of the foregoing, the term "Collateral" does not include any and Bank disclaims a security interest in all Collective Investment Funds (as hereinafter defined) now or hereafter in the Account. 2. Security Interest. In accordance with and subject to the provisions of the Agreement, and to secure all indebtedness of Debtor, TCI International, Inc. or BR Communications, to Bank, Debtor grants and transfers to Bank a security interest in all of the Collateral described in the Agreement and paragraph 1 of this Addendum. 3. Account Activity. So long as no default exists with respect to the indebtedness secured hereby, Debtor may sell, exchange, transfer or otherwise dispose of assets in and withdraw assets from the Account and, provided however that the Collateral Value of the Account, as hereinafter defined, shall at all times be equal to or greater than one hundred percent (100t) of the outstanding principal balance of the Letter of Credit Line granted by Bank pursuant to Credit Agreement dated May 17, 1994, as amended from time to time. In the event that the Collateral Value of the Account should, for any reason and at any time, be less than the required amount, Debtor shall promptly either make a principal reduction on the indebtedness secured hereby, or deposit additional assets, of a nature satisfactory to Bank, in either case, sufficient such that the Collateral Value of the Account achieves the required amount, and subject to the possibility of providing cash collateral as described in and pursuant to Section 1.1 of the Credit Agreement. 4. Priority. The terms of this Addendum override and take precedence over any provision to the contrary in any other agreement or other documentation relative to the opening and maintenance of the Account. 5. Defined Terms. All terms defined in the Agreement and used herein shall have the same meaning when used in this Addendum. "Collective Investment Funds" means a collective investment fund as described in 12 CFR 9.18 and includes without limitation a collective investment fund maintained by Bank's Trust Department. "Collateral Value of the Account" means the sum of: ninety percent (90%) of the market value of the Account, with market value, in all instances, determined by Bank in its sole discretion and excluding from such computation all WF Securities, Collective Investment Funds or any other assets in which Bank does not have a first priority perfected security interest now or hereafter in the Account. IN WITNESS WHEREOF, the Debtor has exremedy hereunder shall affect or operate as a waiver of such right, power, privilege or remedy; nor shall any single or partial exercise of any such right, power, privilege or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. Any waiver, permit, consent or approval of any kind by Bank of any default hereunder or any such waiver of any provisions or conditions hereof, must be in writing and shall be effective only to the extent set forth in writing. It is agreed that public or private sales, for cash or on credit, to a wholesaler or retailer or investor, or user of property of the types subject to this Agreement, or public auction, are all commercially reasonable since differences in the sales prices generally realized in the different kinds of sales are ordinarily offset by the differences in the costs and credit risks of such sales. While an Event of Default exists: (a) Bank may, at any time and at Bank's sole option, liquidate any time deposits pledged to Bank hereunder, whether or not said time deposits have matured and notwithstanding the fact that such liquidation may give rise to penalties for early withdrawal of funds; (b) Debtor will not dispose of any of the Collateral or Proceeds except on terms approved by Bank; (c) Bank may appropriate the Collateral and apply ail Proceeds toward repayment of the Indebtedness in such order of application as Bank may from time to time elect; and (d) at Bank's request, Debtor will assemble and deliver all Collateral and Proceeds, and books and records pertaining thereto, to Bank at a reasonably convenient place designated by Bank. For any Collateral or Proceeds consisting of securities, Bank shall have no obligation to delay a sale of any portion thereof for the period of time necessary to permit the issuer thereof to register such securities for public sale under any applicable state or Federal law, even if the issuer thereof would agree to do so. 11. DISPOSITION OF COLLATERAL AND PROCEEDS. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given. Any proceeds of any disposition of any of the Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. 12. COSTS, EXPENSES AND ATTORNEYS' FEES. Debtor shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel), incurred by Bank in exercising any right, power, privilege or remedy conferred by this Agreement or in the enforcement thereof, including any of the foregoing incurred in connection with any bankruptcy proceeding relating to Debtor or the valuation of the Collateral and/or Proceeds, including without limitation, the seeking of relief from or modification of the automatic stay or the negotiation and drafting of a cash collateral order. All of the foregoing shall be paid by Debtor with interest at a rate per annum equal to the greater of ten percent (10%) or the Prime Rate in effect from time to time. The "Prime Rate" is a base rate that Bank from time to time establishes and which serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. 13. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full, the power of sale and all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist and may be exercised by Bank at any time and from time to time irrespective of the fact that the Indebtedness or any part thereof may have become barred by any statute of limitations, or that the personal liability of Debtor may have ceased, unless such liability shall have ceased due to the payment in full of all Indebtedness secured hereunder. 14. MISCELLANEOUS. The obligations of Debtor are joint and several; presentment, protest, notice of protest, notice of dishonor and notice of nonpayment are waived with respect to any Proceeds to which Bank is entitled hereunder; any right to direct the application of payments or security for Indebtedness of Debtor hereunder, or indebtedness of customers of Debtor, and any right to require proceedings against others or to require exhaustion of security are waived; and consent to extensions, forbearances or alterations of the terms of Indebtedness, the release or substitution of security, and the release of guarantors is given with respect to Proceeds subject to this Agreement; provided however, that in each instance Bank believes in good faith that the action in question is commercially reasonable in that is does not unreasonably increase the risk of nonpayment of the Indebtedness to which the action applies Until all Indebtedness shall have been paid in full, no Debtor shall have any right of subrogation or contribution, and each Debtor hereby waives any benefit of or right to participate in any of the Collateral or Proceeds or any other security now or hereafter held by Bank. 15. OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Agreement as Debtor hereby expressly agrees that recourse may be had against his or her separate property for all his or her Indebtedness to Bank secured by the Collateral and Proceeds under this Agreement. 16. NOTICES. All notices, requests or demands required under this Agreement must be in writing, addressed to Bank at the address specified in any other loan documents entered into between Debtor and Bank and to Debtor at the address of its chief executive office (or residence, if applicable) specified below or to such other address as any party may designate by written notice to each other party, and shall be deemed to have been given or made as follows: (a) if personally delivered, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or three (3) days after deposit in the U.S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon receipt. 17. GOVERNING LAW; SUCCESSORS, ASSIGNS. This Agreement shall be governed by and construed in accordance with the laws of the State of California, and shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties. 18. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this Agreement. Debtor warrants that its chief executive office (or residence, if applicable) is located at the following address: 222 Caspian Drive, Sunnyvale, California 94089 IN WITNESS WHEREOF, this Agreement has been duly executed as of January 20, 1995 Technology for Communications International By: _______________________________________ Title: ____________________________________ -----END PRIVACY-ENHANCED MESSAGE-----