FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
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 0-11130
OLYMPUS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 87-0166750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
115 South Main St. Salt Lake City, Utah 84111
(Address of principal executive offices)
(Zip Code)
(801) 325-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
3,117,239 shares of $1.00 par value common stock of the registrant were
outstanding as of November 14, 1994.
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OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Condensed Statements of Financial
Condition - September 30, 1994, and December 31, 1993
Consolidated Condensed Statements of Operations -
Three and Nine Month Periods ended September 30, 1994 and 1993
Consolidated Condensed Statements of Cash Flows -
Nine Month Periods ended September 30, 1994, 1993
Notes to Consolidated Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II - OTHER INFORMATION
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
Signatures
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<TABLE>
<CAPTION>
OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
September 30, December 31,
1994 1993
ASSETS
<S> <C> <C>
Cash on hand and in banks $ 9,188,340 $ 8,323,332
Federal funds sold 380,415 81,099
Total cash and cash equivalents 9,568,755 8,404,431
Investments available for sale (amortized cost of $79,051,561
in 1994 and $132,302,225 in 1993) 76,380,344 132,195,692
Investment securities (fair value $49,645,739 in 1994 and
$12,711,849 in 1993) 52,602,832 12,712,941
Loan receivables, net
Real estate loans 230,170,564 233,316,431
Real estate loans held for sale 423,308 6,469,655
Commercial loans 8,556,359 7,091,863
Other loan receivables 2,528,449 2,238,761
Less unamortized loan fees (1,075,097) (1,036,824)
Less allowance for losses (6,668,306) (5,610,010)
Total loan receivables 233,935,277 242,469,876
Accrued interest receivable (less allowance for uncollectible
interest of $53,545 in 1994 and $99,499 in 1993) 2,217,043 2,232,629
Real estate acquired in settlement of loans, net 32,048 3,054,916
Premises and equipment, net 6,982,122 7,333,637
Other assets and deferred charges 10,602,015 5,765,291
TOTAL ASSETS $ 392,320,436 $ 414,169,413
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 311,242,265 $ 294,560,648
Advances from Federal Home Loan Bank 25,326,623 36,649,913
Securities sold under agreements to repurchase
(including accrued interest payable) 16,636,161 44,996,245
Other liabilities and accrued expense 5,350,280 4,599,067
Total liabilities 358,555,329 380,805,873
Stockholders' equity
Common stock - $1 par value, 10,000,000 shares authorized; shares
issued and outstanding 3,112,239 in 1994 and 3,099,639 in 1993 3,112,239 3,099,639
Paid-in capital 1,942,130 1,894,005
Retained earnings - substantially restricted 31,798,604 28,476,429
Net unrealized loss on investments available for sale (3,087,866) (106,533)
Total stockholders' equity 33,765,107 33,363,540
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 392,320,436 $ 414,169,413
See notes to consolidated condensed financial statements.
</TABLE>
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<TABLE>
<CAPTION>
OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
INTEREST INCOME:
Real estate loans $ 4,706,696 $ 4,670,657 $ 13,727,527 $ 14,558,608
Investments available for sale 1,072,163 1,304,658 3,706,952 3,783,323
Investment securities 697,652 131,657 1,447,771 559,115
Equity securities 61,767 112,778 210,332 364,803
Commercial loans 195,852 145,559 538,263 463,343
Other loans and contracts 51,691 45,421 142,440 142,816
Loan origination fees 228,947 168,183 719,728 686,215
Total 7,014,768 6,578,913 20,493,013 20,558,223
INTEREST EXPENSE:
Deposits 2,839,283 2,786,855 8,207,362 8,361,774
Advances from Federal Home Loan Bank 301,253 686,911 776,145 2,386,915
Securities sold under agreements to
repurchase and other borrowings 359,357 137,591 1,143,699 383,126
Total 3,499,893 3,611,357 10,127,206 11,131,815
NET INTEREST INCOME 3,514,875 2,967,556 10,365,807 9,426,408
Provision for loan losses 136,517 (459,443) 1,026,332 (843,542)
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 3,378,358 3,426,999 9,339,475 10,269,950
OTHER INCOME:
Fees 615,283 366,885 1,764,263 1,090,501
Income (loss) from real estate operations 166,891 11,908 788,244 (182,471)
Gain on sale of loans and investments 38,066 1,190,644 278,908 2,169,198
Miscellaneous 46,774 165,546 172,723 344,249
Total 867,014 1,734,983 3,004,138 3,421,477
OTHER EXPENSES:
Compensation and other employee expense 1,344,164 1,481,721 4,493,449 4,009,385
Occupancy 549,530 568,406 1,654,530 1,616,969
Advertising 113,992 100,736 279,138 296,515
Loan and collection expense 9,846 46,079 21,417 274,930
Insurance expense 222,477 257,512 706,147 427,295
Provision for losses:
Real estate acquired in settlement
of loans 3,561 514,112 57,561 836,052
Other accounts receivable (75,447) (200) 61,059
Other operating expenses 721,237 464,821 1,809,394 1,326,303
Total 2,964,807 3,357,940 9,021,436 8,848,508
INCOME BEFORE EXTRAORDINARY ITEM
AND CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE 1,280,565 1,804,042 3,322,177 4,842,919
EXTRAORDINARY ITEM-DEBT PREPAYMENT
PENALTY (322,807) (322,807)
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE 337,813
NET INCOME $ 1,280,565 $ 1,481,235 $ 3,322,177 $ 4,857,925
</TABLE>
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<TABLE>
<CAPTION>
OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
EARNINGS PER SHARE
PRIMARY
Income per share of common stock
before extraordinary item and
cumulative effect of a change in
accounting principle $ 0.39 $ 0.56 $ 1.02 $ 1.51
Extraordinary item (0.10) (0.10)
Cumulative effect of a change in
accounting principle 0.10
Earnings per share of common stock $ 0.39 $ 0.46 $ 1.02 $ 1.51
FULLY DILUTED
Income per share of common stock
before extraordinary item and
cumulative effect of a change in
accounting principle $ 0.39 $ 0.56 $ 1.02 $ 1.49
Extraordinary item (0.10) (0.10)
Cumulative effect of a change in
accounting principle 0.11
Earnings per share of common stock $ 0.39 $ 0.46 $ 1.02 $ 1.50
See notes to consolidated condensed financial statements.
</TABLE>
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<TABLE>
<CAPTION>
OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30, 1994 September 30, 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest received $ 19,716,181 $ 19,863,347
Fees and commissions received 3,469,565 2,212,020
Income (loss) from real estate operations 788,244 (182,471)
Loans originated or purchased for resale (16,246,299) (43,663,135)
Proceeds from sale of loans originated or purchased for resale 22,436,698 45,520,515
Miscellaneous income received 143,199 374,412
Interest paid (10,319,030) (11,890,782)
Cash paid for services to suppliers and employees (6,572,780) 5,988,511)
Cash paid for other expenses (1,749,191) (740,937)
Net cash provided by operating activities 11,666,587 5,504,458
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturity of investment securities 550,000 10,450,000
Proceeds from sale of investment securities 6,952,437
Purchase of investment securities (686,161) (16,661,900)
Principal collected on investment securities 1,968,687 354,791
Proceeds from sale of investments available for sale 132,832,787
Purchase of investments available for sale (152,621,255)
Principal collected on investments available for sale 11,163,887 6,637,022
Principal collected on loans 68,075,010 114,386,679
Proceeds from sale of loans 880,825
Loans originated or purchased (63,672,374) (118,224,584)
Proceeds from sale of real estate 49,068 6,978,436
Capital expenditures for premises and equipment (153,949) (2,131,115)
Purchases of other assets (5,683,766) (1,183,355)
Net cash provided by (used in) investing activities 11,610,402 (11,349,232)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 16,681,617 3,048,785
Proceeds from advances from Federal Home Loan Bank 143,600,000 84,758,200
Principal repayment on advances from Federal Home Loan Bank (154,923,290) (79,105,650)
Net proceeds (repayment) of securities sold under
agreement to repurchase (28,179,007) 2,269,027
Proceeds from (repayment of) other borrowings 647,290 (7,678,028)
Proceeds from issuance of common stock 60,725 85,025
Net cash provided by (used in) financing activities (22,112,665) 3,377,359
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 1,164,324 (2,467,415)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 8,404,431 12,076,564
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 9,568,755 $ 9,609,149
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Loans transferred to real estate acquired in
settlement of loans $ 1,165,609 $ 4,176,881
Loan originations to facilitate the sale of real estate
acquired in settlement of loans $ 4,100,000 None
Securities transferred to investment securities from investments
available for sale (net of $462,185 unrealized loss included in
stockholder's equity in 1994) $ 42,401,856 None
See notes to consolidated condensed financial statements
</TABLE>
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OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In management's opinion, the accompanying consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial condition of
Olympus Capital Corporation (the "Corporation") and subsidiaries as of
September 30, 1994, and December 31, 1993, and the results of operations
for the three and nine month periods ended September 30, 1994, and 1993 and
the cash flows for the nine-month periods ended September 30, 1994 and
1993.
2. The results of operations for the nine-month period ended September 30,
1994, are not necessarily indicative of the results to be expected for the
full year.
3. Refer to Part II, Item 1 of this report for a discussion of
contingencies which may affect the Corporation.
4. For the quarters ended September 30, 1994, and 1993, no income tax
expense was recorded due to net operating loss carry forwards.
5. The Corporation adopted Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes," effective January 1, 1993.
The cumulative effect of adopting SFAS No. 109 on the Corporation's
financial statements was to increase income by $338,000 ($.10 per share)
for the nine month period ended September 30, 1993.
Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for
financial purposes and the amounts used for income tax purposes, and (b)
operating loss and tax credit carry forwards. Net deferred tax assets of
approximately $4,000,000 as of September 30, 1994, were offset by a
corresponding valuation allowance.
6. Investments Available for Sale - Effective December 31, 1993, the
Corporation adopted provisions of Statement of Financial Accounting
Standards No. 115. "Accounting for Certain Investments in Debt and Equity
Securities" (Statement No. 115). Pursuant to Statement No. 115,
investments available for sale are recorded at fair value, with net
unrealized gains or losses excluded from income and reported as separate
component of stockholders' equity. Gains or losses on investments
available for sale are determined on the specific identification method and
are included in income when realized. Investments available for sale
include securities for which the Corporation has entered into a commitment
to sell the securities as well as securities to be held for indefinite
periods of time that management intends to use as part of its
asset/liability management strategy and that may be sold in response to
changes in interest rates, prepayment risk, or other factors. Prior to the
adoption of Statement No. 115, investments available for sale were carried
at the lower of aggregate cost or market with unrealized losses reported in
the statement of operations. Gross unrealized gains and losses on
investments available for sale at September 30, 1994, were $1,000 and
$2,672,000, respectively.
<PAGE>
7. Investment Securities - Investment securities are carried at amortized
cost, based on management's intent and ability to hold such securities to
maturity. Discounts are accreted or premiums amortized using the interest
method over the life of the security. Gains or losses on sales of
securities are determined based on the specific identification method.
Gross unrealized gains and losses on investment securities at September 30,
1994, were $20,000 and $2,977,000, respectively.
8. On July 22, 1994, the Corporation and Olympus Bank, AFSB (the "Bank"),
signed an Agreement for Merger (the Agreement ) with Washington Mutual
Savings Bank ( WMSB ) and its subsidiary Washington Mutual Federal Savings
Bank. Pursuant to the Agreement and upon satisfaction of certain
conditions, the Corporation will be merged in 1995 into WMSB and each share
of the Corporation s common stock will be exchanged for $15.50 worth of
WMSB common stock, based on the average closing price for the ten trading
days immediately preceding the third trading day before the effective date.
However, if the average price of WMSB common stock falls below $18.00, WMSB
may elect to purchase up to 49% of the Corporation s common stock with
cash. The total purchase price is anticipated to be approximately $52.1
million. There can be no assurance that such purchase or merger will
occur. Pending the merger or termination of the agreements the Corporation
has agreed to certain restrictions on its and the Bank s operations. The
Corporation has also entered into a Stock Option Agreement with WMSB
pursuant to which it has issued a stock option to WMSB for purchase of up
to approximately 9.9% of the Corporation s common stock under certain
conditions.
OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
Item 2. Management s Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis covers significant changes in the
results of operations of the Corporation and its subsidiaries for the three
and nine month periods ended September 30, 1994, as compared to the same
periods in 1993 and significant changes in the financial condition of the
Corporation and its subsidiaries since December 31, 1993 and should be read
in conjunction with the consolidated condensed financial statements and
related notes.
On July 22, 1994, the Corporation and Olympus Bank, AFSB (the "Bank"),
signed an Agreement for Merger (the Agreement ) with Washington Mutual
Savings Bank ( WMSB ) and its subsidiary Washington Mutual Federal Savings
Bank. Pursuant to the Agreement and upon satisfaction of certain
conditions, the Corporation will be merged in 1995 into WMSB and each share
of the Corporation s common stock will be exchanged for $15.50 worth of
WMSB common stock, based on the average closing price for the ten trading
days immediately preceding the third trading day before the effective date.
However, if the average price of WMSB common stock falls below $18.00, WMSB
may elect to purchase up to 49% of the Corporation s common stock with
cash. The total purchase price is anticipated to be approximately $52.1
million. There can be no assurance that such purchase or merger will
occur. Pending the merger or termination of the agreements the Corporation
has agreed to certain restrictions on its and the Bank s operations. The
Corporation has also entered into a Stock Option Agreement with WMSB
pursuant to which it has issued a stock option to WMSB for purchase of up
to approximately 9.9% of the Corporation s common stock under certain
conditions.
<PAGE>
RESULTS OF OPERATIONS
The following table highlights results of operations and earnings per
share for the three and nine month periods ended September 30, 1994,
compared to the same periods in 1993.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net interest income $ 3,514,875 $ 2,967,556 $ 10,365,807 $ 9,426,408
Provisions for loan losses 136,517 (459,443) 1,026,332 (843,542)
Other income 867,014 1,734,983 3,004,138 3,421,477
Other expense 2,964,807 3,357,940 9,021,436 8,848,508
Net income 1,280,565 1,481,235 3,322,177 4,857,925
Primary earnings per share 0.39 0.46 1.02 1.51
Fully diluted earnings
per share 0.39 0.46 1.02 1.50
</TABLE>
A significant component of the Corporation s income is net interest income.
Net interest income is the difference between interest earned on loans,
investments and other interest-earning assets ( interest income ) and
interest paid on deposits and other interest-bearing liabilities ( interest
expense ). Net interest margin, expressed as a percentage, is net interest
income divided by average interest-earning assets. Changes in interest
rates, the volume and the mix of interest-earning assets and interest-
bearing liabilities and the levels of non-performing assets affect net
interest income and net interest margin. Net interest spread is the
difference between the yield on interest-earning assets and the percentage
cost of interest-bearing liabilities.
The following table highlights net interest income for the three and nine
month periods ended September 30, 1994, compared to the same periods in
1993.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Interest income $ 7,014,768 $ 6,578,913 $ 20,493,013 $ 20,558,223
Interest expense 3,499,893 3,611,357 10,127,206 11,131,815
Net interest income 3,514,875 2,967,556 10,365,807 9,426,408
Total interest income /
average interest earning assets 7.26% 7.15% 7.09% 7.42%
Total interest expense /
average costing liabilities 3.89 4.18 3.77 4.29
Net interest spread 3.37 2.97 3.32 3.13
Net interest margin 3.66 3.25 3.58 3.39
</TABLE>
Results of Operations - Three Months Ended September 30, 1994 and 1993
Interest income increased $436,000 for the quarter ended September 30,
1994, compared to the same period in 1993. Interest income earned from
real estate loans for the third quarter of 1994 as compared to 1993
increased a nominal $36,000. During the third quarter of 1994 the average
balance of the loan portfolio increased $2,770,000 over the third quarter
of 1993. This increase was primarily the result of increased lending for
single family home construction and lending on established multi-family
dwelling properties combined with slower prepayments on mortgage loans due
to higher interest rates available for refinancing. Construction loans
increased in average balance for the third quarter of 1994 as compared to
1993 by $7,884,000, while multi-family loans increased for the same period
over period comparison by $5,772,000. Permanent loans on single family
properties increased $5,988,000 as more adjustable rate and short term
loans were made for portfolio. Real estate portfolio decreases in average
balance for the quarter to quarter comparison were principally in
commercial real estate loans which decreased $16,264,000, the result of
loans paid off by borrowers with more attractive financing alternatives.
The weighted average interest rate earned on the portfolio decreased 0.04%
from third quarter 1994 as compared to 1993.
Interest income from investments available for sale declined by $232,000
during the quarter ended September 30, 1994 compared to the same period in
1993. The average balance of investments available for sale during the
third quarter of 1994 as compared to the same period in 1993 declined by
$25,517,000. The decline in average balance of investments available for
sale is largely due to the reclassification of a portion of the mortgage
backed securities to investment securities which are held to maturity. As
previously disclosed, certain mortgage backed securities were reclassified
as investment securities held to maturity because of characteristics
similar to loans being originated and held in the portfolio of the Bank.
The average interest rate earned on investments available for sale during
the third quarter of 1994 was 5.37% as compared to 4.95% for the same
quarter in 1993. This is a direct result of the adjustable rate nature of
many of the securities in the portfolio. As a result of the
reclassification of mortgage backed securities mentioned above, the average
balance for investment securities held to maturity increased by
approximately $40,000,000 which accounts for an increase in interest income
earned on this portfolio of $566,000 for the third quarter of 1994 as
compared to the same quarter in 1993. In addition to the increase in the
average balance, the interest rate earned on this portfolio increased to
4.75% in the 1994 quarter as compared to 4.10% in 1993. For the quarter
ended September 30, 1994, dividend income from the Federal Home Loan Bank
of Seattle ("FHLB") stock declined $51,000 compared to the same period of
1993. The dividend paid by the FHLB for the third quarter of 1994 was
6.00% as compared to 12.30% for the same period in 1993. Management of the
Bank believes the dividend paid by the FHLB will remain significantly lower
for the remainder of 1994 as compared to the dividends paid in 1993.
Interest income on commercial loans (principally loans made to small and
medium size business) increased $50,000 in the quarter ended September 30,
1994 as compared to the same period in 1993. This is a result of both an
increase in the average balance of the portfolio of $766,000, primarily in
lines of credit, and an increase in the average interest rate earned of
1.70% for the third quarter of 1994 as compared to the same period in 1993.
This increase in the interest rate earned can be attributed to the
adjustable interest rates of the portfolio combined with the general
increase in interest rates as well as a decrease in the level of non-
performing loans. Loan origination fees for the quarter ended September
30, 1994 increased $61,000 as compared to the same period in 1993 primarily
due to the increase in construction lending.
Interest expense declined $111,000 for the quarter ended September 30,
1994, compared to the same period in 1993. Overall, the average balance of
all deposits and other interest-bearing liabilities for the quarter ended
September 30, 1994, increased by $14,557,000 and the average interest rate
paid decreased by .30% as compared to the same period in 1993. Interest
expense on deposits for the quarter ended September 30, 1994, increased
$52,000 compared to the same period in 1993. During the quarter ended
September 30, 1994, the average balance of all deposits increased
$16,622,000 and the average rate paid for all deposits declined 0.07%
compared to the same period in 1993. The average balance increase in
deposits was concentrated in demand deposit accounts and long term
certificates of deposit. Interest expense from FHLB advances for the
quarter ended September 30, 1994, declined $386,000 compared to the same
period in 1993. During the third quarter in 1994, the average balance of
FHLB advances was $20,241,000 lower than the same period of 1993. The
lower average balance in 1994 was the result of the Bank prepaying high
interest FHLB advances in the last half of 1993. The average interest rate
paid on FHLB advances during the quarter ended September 30, 1994 was 1.32%
lower than the average interest rate for the same period of 1993. Interest
expense from repurchase agreements and other borrowing for the quarter
ended September 30, 1994, increased $222,000 compared to the same period in
1993. During this quarter in 1994, the average balance of repurchase
agreements was $18,240,000 higher and the average interest rate the Bank
paid for these funds was 0.30% lower than the average interest rate in the
same period of 1993. The increase in the repurchase agreement funds
occurred primarily during the fourth quarter of 1994 and the funds were
used to purchase mortgage backed securities.
The provision for loan losses during the three months ended September 30,
1994, was $137,000 as compared to a recovery of $459,000 for the same
period in 1993. The provision for loan losses in the third quarter of 1994
was to reserve against delinquent property taxes on a loan which although
current as to principal and interest, is classified according to Office of
Thrift Supervision regulations.
Other income for the quarter ended September 30, 1994 was $868,000 less
than the same period of 1993. The decline in other income for the third
quarter of 1994 as compared to the same quarter of 1993 is due to a
decrease in gain on sale of loans and investments of $1,153,000. During
the third quarter of 1993, the Bank sold mortgage backed securities and
recognized a gain of $901,000. The sale of the securities and the
resulting gain recognition was done in part to offset effects of penalties
in connection with prepaying high interest FHLB advances. During the
fourth quarter of 1993, mortgage backed securities were purchased to
replace those sold during the third quarter. No such security sales
occurred during the third quarter of 1994. The decline in gain on sale of
loans was partially offset by an increase in fee income. Fee income
increased $248,000 for the quarter ended September 30, 1994 as compared to
the same period in 1993. The increase was primarily a result of an
increase in loan servicing fees on a larger balances of the loans serviced
for others portfolio and an increase in fee income from deposits, primarily
demand deposit accounts. Income from real estate operations for the three
months ended September 30, 1994 was $155,000 higher as compared to the same
period in 1993. This increase was attributed primarily to the recovery of
property taxes accrued for real estate acquired in the settlement of loans
("REO"). Due to the significant decline in REO, the remaining property
taxes accrued for such REO is not needed. Miscellaneous income for the
three months ended September 30, 1994 was $119,000 lower than the same
period in 1993. During the quarter ended September 30, 1994, fee income
from the sale of annuity products by Olympus Financial Services,
Incorporated, a subsidiary of the Bank, was $134,000 less than the same
period in 1993.
Other expenses during the quarter ended September 30, 1994, were $393,000
lower compared to the same period in 1993. During the three months ended
September 30, 1994, compensation and other employee expense was $138,000
less than the same period in 1993, primarily as a result in a reduction of
five full time employees and lower commissions to loan officers. Loan and
collection expense encompasses the costs of reviewing loans, foreclosure
expense and the costs of collecting amounts which are owed to the Bank.
During the quarter ended September 30, 1994, loan and collection expense
was $36,000 lower compared to the same quarter of 1993. As of September
30, 1994, the Bank's non-performing assets, principally loans with payments
ninety days or more delinquent, totalled less than $1 million. Insurance
expense included the premiums the Bank pays for Federal Deposit Insurance
Corporation ("FDIC") insurance on deposits. For the three months ended
September 30, 1994 this premium was $19,000 lower than the same period in
1993, primarily as a result of a lower premium assessment from the FDIC.
During the quarter ended September 30, 1994, the Bank recorded a small
provision for the losses from REO as compared to provision for losses of
$439,000 in the quarter ended September 30, 1993. The 1993 provision for
loss from REO was largely the result of writing down the carrying value of
an office complex in Idaho which has subsequently been sold. Other
operating expenses include legal and other professional services which the
Corporation and its subsidiaries use. During the quarter ended September
30, 1994, other operating expenses increased $256,000 as compared to the
same quarter in 1993 primarily due to costs associated with the pending
merger with WMSB.
Results of Operation - Nine Months Ended September 30, 1994 and 1993
Interest income declined by $65,000 and the average interest rate earned
declined by 0.33% for the nine months ended September 30, 1994, compared to
the same period in 1993. The decline is primarily in interest income
earned on commercial real estate loans. Interest income earned from real
estate loans for the nine months ended September 30, 1994, declined by
$831,000 compared to the same period in 1993. The average balance of real
estate loans outstanding during the nine months ended September 30, 1994,
declined by $3,969,000 compared to the same period during 1993, and the
weighted average interest rate earned declined by 0.34% compared to the
same period in 1993. The decline in the interest rate is due largely to
the repayment of loans with higher fixed interest rates in the commercial
real estate portfolio. The Bank experienced a decline of $20,876,000 in
the average balance of the commercial real estate loan portfolio during the
nine months ended September 30, 1994, compared to the same period during
1993. The bulk of this decline occurred in the third quarter of 1993 and
continued to the first quarter of 1994. During the nine months ended
September 30, 1994, the average balance of the multi-family real estate
loan portfolio grew $7,224,000, the construction loan portfolio grew
$7,508,000, and the consumer loan portfolio, composed of short term fixed
rate residential loans and home equity lines of credit, grew $5,596,000
compared to the same period in 1993.
During the nine months ended September 30, 1994, interest income from
investments available for sale decreased by $76,000 compared to the same
period in 1993. This decline was primarily the result of a decrease in the
average balance of investments available for sale of $2,358,000 for the
nine months ended September 30, 1994, compared to the same period in 1993.
During the first quarter of 1994, the Bank reclassified to investment
securities approximately $40,000,000 of mortgage backed securities
previously reported as available for sale. This reclassification was the
principal reason income from investment securities for the nine months
ended September 30, 1994, increased by $889,000. During the nine months
ended September 30, 1994, the average balances of investment securities for
the period, increased $22,721,000 compared to the same period in 1993. The
interest rate earned on these investments for the nine months ended
September 30, 1994, was 4.48% compared to 4.62% for the same period in
1993. During the nine months ended September 30, 1994, dividend income
from FHLB stock declined $155,000 compared to the same period of 1993. The
dividend paid by the FHLB for the nine months ended September 30, 1994, was
7.00% compared to 13.90% for the same period in 1993. Management of the
Bank believes the dividend paid by FHLB will remain significantly lower for
the remainder of 1994 compared to dividends paid in 1993.
Interest income on commercial loans increased $75,000 for the nine months
ended September 30, 1994 as compared to the same period in 1993. This is
primarily the result of an increase of 1.70% in the interest rate earned on
this portfolio for the nine month period of 1994 as compared to 1993. Most
interest rates on the loans in this portfolio are adjustable and have
adjusted higher as interest rates in general have increased. Loan
origination fees for the nine months ended September 30, 1994 increased
$34,000 over the same period in 1993 largely attributable to the increase
in construction lending experienced in 1994.
Interest expense declined $1,005,000, while the average balance of interest
costing liabilities increased $11,822,000 for the nine months ended
September 30, 1994, compared to the same period in 1993. Interest expense
for deposits for the nine months ended September 30, 1994, declined
$154,000 compared to the same period in 1993. During the nine months ended
September 30, 1994, the average balance of all deposits increased
$15,059,000 and the average interest rate paid for all deposits declined
0.21% compared to the same period in 1993. The increase in the average
balance of deposits was concentrated in demand deposit accounts and long
term certificates of deposit. Interest expense from FHLB advances for the
nine months ended September 30, 1994, declined $1,611,000 compared to the
same period in 1993. During the period in 1994, the average balance of
FHLB advances was $21,221,000 lower than the same period of 1993. The
lower balances in 1994 were the result of the Bank prepaying high interest
FHLB advances in the last half of 1993. The average rate paid for FHLB
advances during the nine months ended September 30, 1994 was 2.77% lower
than the average rate paid in the same period of 1993. Interest expense
from repurchase agreements and other borrowings for the nine months ended
September 30, 1994, increased $761,000 compared to the same period in 1993.
During the period in 1994, the average balance of repurchase agreements was
$30,333,000 compared to $7,690,000 during the first nine months of 1993 and
the average interest rate the Bank paid for this borrowing was 2.84% lower
compared to the same period of 1993. During the nine months ended
September 30, 1993, most of the funds borrowed by the Bank from repurchase
agreements were long-term with higher interest rates. These funds have
been retained by the Bank, but their impact on the weighted average
interest rate is smaller. During the nine months ended September 30, 1993,
the Bank recovered $87,000 of previously expensed interest payments on an
industrial revenue bond issued in connection with a property previously
owned by the Bank. The Bank sold the property during the second quarter of
1993. The recovery lowered interest expense from other borrowings by
$87,000 for the nine months ended September 30, 1993.
The provision for loan losses of $1,026,000 during the nine months ended
September 30, 1994, was $1,870,000 higher than the same period in 1993.
The Bank recorded net recoveries of $844,000 during the first nine months
of 1993, the result of lower non-performing asset levels and the resolution
of several troubled loans during the first three quarters of 1993. Most of
the provisions for 1994 were established for loans secured by Southern
California properties in response to uncertainties caused by natural
disasters and the overall weakness of the rental market for commercial
space in the region.
Other income for the nine months ended September 30, 1994, was
$417,000 less compared to the same period of 1993. Fee income for
the nine months ended September 30, 1994, was $674,000 higher
compared to the same period in 1993. During the nine months ended
September 30, 1994, service fee income from deposits increased
$355,000 and loan servicing fee income increased $59,000 compared to
the same period in 1993. Due to prepayments of certain commercial
real estate loans, the Bank collected $275,000 in prepayment fees
during the first nine months of 1994. Income from real estate
operations for the nine months ended September 30, 1994, was
$971,000 higher compared to the same period in 1993. Rental income
from branch offices during the nine months ended September 30, 1994,
was $12,000 lower compared to the same period in 1993. During the
second quarter of 1994, the Bank lost a major tenant from the
corporate office building in Salt Lake City. The space remains
unleased. During the nine months ended September 30, 1994, the net
income from REO was $983,000 higher than the same period in 1993.
The lower costs of holding REO reflects the lower level of these
assets. During the nine months ended September 30, 1994,
settlements surrounding REO properties resulted in the Bank
collecting $627,000 for operating these properties. During the nine
months ended September 30, 1994, gains from sale of loans and
investments was $1,890,000 lower than the same period in 1993. In
addition to the sale of mortgage backed securities and the resulting
gain recognition previously discussed, lower prices when loans are
sold due to higher interest rates and lower production and sales
volume led to this decline. Additionally, during the second quarter
of 1993, the Bank sold mortgage servicing rights and recorded a gain
of $350,000. The Bank has not sold mortgage servicing rights during
1994. Miscellaneous income for the nine months ended September 30,
1994, was $171,000 lower than the same period in 1993. During the
nine months ended September 30, 1994, fee income from the sale of
annuity products by Olympus Financial Services, Incorporated, a
subsidiary of the Bank, was $189,000 lower than the same period in
1993.
Other expenses during the nine months ended September 30, 1994, were
$173,000 higher compared to the same period in 1993. During the nine
months ended September 30, 1994, compensation and other employee expense
was $484,000 higher than the same period in 1993. During the nine months
ended September 30, 1994, the Bank accrued or paid $228,000 in severance
pay for former employees and an officer of the Bank. Bonus payments during
the first nine months of 1994 were $90,000 higher than the same period in
1993. During the first nine months of 1994, the expense for employee
benefits, such as retirement fund contribution and health insurance was
$193,000 higher compared to the same period in 1993. During the nine
months ended September 30, 1994, loan and collection expense was $254,000
lower compared to the same period of 1993. As of September 30, 1994, the
Bank had non-performing assets totalling less than $1 million. For the
nine months ended September 30, 1994, the FDIC insurance premium was
$303,000 higher than the same period in 1993, chiefly because during the
first nine months of 1993, the Bank received a credit from the FDIC for
$516,000, the final installment of the Bank's Federal Savings and Loan
Insurance Corporation secondary reserve credit. During the nine months
ended September 30, 1994, the Bank recorded a $58,000 provision for the
losses from REO as compared to a $836,000 provision for losses from REO for
the same period in 1993. The reduction in the provision is a result of the
decline in the level of REO. For the nine months ended September 30, 1994,
other operating expenses increased $483,000 compared to the same quarter in
1993. During the nine months ended September 30, 1994, the Corporation
spent $303,000 for legal and professional services associated with the
proposed merger. Other legal fees increased $153,000 for the nine months
ended September 30, 1994, as compared to the same period in 1993. Much of
this increase was to review strategic alternatives in connection with an
expression of interest to acquire the Corporation earlier in 1994.
FINANCIAL CONDITION
Total consolidated assets at September 30, 1994, were $392,320,000 a
decrease of $21,849,000 from $414,169,000 at December 31, 1993. Principal
repayments both scheduled and unscheduled from mortgaged backed securities
as well as the real estate loan portfolio, are the primary reason for this
decrease. The proceeds from loan payoffs and increased deposits were used
to pay advances from the FHLB and other borrowing sources.
Investment securities increased $39,890,000 during the first nine months of
1994, while investments available for sale decreased $55,815,000 primarily
the result of a reclassification of securities from investments available
for sale to investments held to maturity. The Bank charged the carrying
value of the investment $462,000, with an offsetting entry to stockholders'
equity for the difference between the carrying value and the fair value at
the date of reclassification. The Bank amortized $45,000 of this
unrealized holding loss reported in equity during the nine months of 1994,
to offset the effect on interest income of the amortization of the discount
created by this reclassification. The reclassified securities included
fixed rate, fifteen year original maturity mortgage backed securities
("MBS"), MBS collaterized by loans with five and seven year balloon
payments and a MBS pledged as collateral for a long term letter of credit
issued by the Bank. In reassessing the classification of these assets
management concluded they bear many of the same characteristics as mortgage
loans currently being originated for the Corporation's portfolio. At
September 30, 1994, the market value of investments available for sale was
$2,671,000 lower than the carrying value of these securities. This
unrealized loss is reported as a separate component of stockholders equity.
Loan receivables declined by $8,535,000 from December 31, 1993 to September
30, 1994, with the largest decline of $16,127,000 occurring on commercial
real estate loans. During the first quarter of 1994, a large commercial
real estate loan borrower prepaid approximately $11,000,000 of commercial
real estate loans. During the nine months ended September 30, 1994, the
Bank originated real estate loans totalling $4,100,000 to facilitate the
sale of REO, all of which occurred in the first half of the year.
Excluding the commercial real estate portfolio, the balances of the
remaining real estate loan portfolios increased $5,644,000, primarily in
shorter term fixed rate mortgages and construction loans. During the nine
months ended September 30, 1994, non-real estate commercial loans increased
by $1,464,000. Also during this period, the Bank received a pay off of a
commercial loan receivable of $1,130,000 previously reported as a non-
performing asset. During the first nine months of 1994, the Bank provided
financing for the sale of a hydro electric plant previously reported as
real estate acquired in settlement of loans. The increase in allowance for
loan loss of $1,058,000 is primarily in response to commercial real estate
conditions in California and most of the increase occurred early in the
year. Other assets and deferred charges increased $4,837,000 due mainly to
the acquisition of mortgage servicing portfolios for $4,429,000, net of
amortization. On December 31, 1993, the Bank was closed for New Years
holiday. Although the Bank was closed, the Federal Reserve System was
open. The Federal Reserve System posted credits to the Bank on December
31, 1993 which the Bank then posted to depositors' accounts January 3,
1994. These unposted credits which totalled $500,000 at December 31, 1993,
are reported as other assets and deferred charges.
Total deposits increased $16,682,000 from December 31, 1993 to September
30, 1994. Most of this increase was in the form of time deposits with
maturities of seven or more years. The proceeds from these deposits and
from collections from loans were used to pay off maturing advances from the
FHLB and obligations arising from securities sold under agreements to
repurchase. The Bank currently borrows only short term funds from the
FHLB. Other liabilities and accrued expense includes deposits for
borrower's taxes and insurance, interest accrued but unpaid on deposits,
and other expenses which are accrued but unpaid, and unposted mortgage
payments. Deposits for borrowers' taxes and insurance increased $1,669,000
during the first nine months of 1994 while unposted payments and accrued
interest decreased $1,063,000.
LIQUIDITY AND CAPITAL RESOURCES
Regulations of the Office of Thrift Supervision ("OTS"), require the Bank
to maintain specified levels of liquid assets, generally defined as cash
and marketable securities which are quickly convertible into cash. Such
assets must equal at least 5% of the daily average balance of total
withdrawable savings and short-term borrowings (liquidity base). As of
September 30, 1994, the Bank's average liquid assets were approximately
$24,096,000 or 6.8% of its liquidity base.
The Bank had loan commitments of approximately $47,961,000 as of September
30, 1994. The loan commitments outstanding includes $5,142,000 of
available but unused credit lines on home equity loans and $17,686,000 of
undisbursed construction loans. Additionally, commercial business lines of
credit that are unused and included in loan commitments is $6,136,000. The
Bank anticipates that the funding requirements of the outstanding loan
commitments will be met through cash from maturities and monthly payments
received on the existing portfolio together with loan sales. Liquidity
from deposits and other borrowing sources are expected to meet other
funding needs of the Bank.
In connection with the insurance of savings accounts by the Savings
Association Insurance Fund (SAIF), the Bank is required to meet certain
minimum capital standards consisting of a tangible capital requirement of
1.5% of tangible assets, a core or leveraged capital requirement of 3% of
tangible assets, and a risked-based capital requirement. The risk-based
requirement takes each asset and gives it a weighting of 0% to 100% based
upon credit risk as defined in the regulations of the OTS. The risk-based
requirement as of September 30, 1994, was 8% of the risk weighted assets.
Eligible capital to meet this test is composed of core or tier one capital
and supplementary or tier two capital. Supplementary or tier two capital
is composed of general loan loss reserves up to a maximum of 1.25% of risk
weighted assets.
<PAGE>
The following is a summary of the Bank's regulatory capital at September
30, 1994.
<TABLE>
<CAPTION>
Requirement Actual Amount
Exceeding
Capital Ratio Capital Ratio Requirements
<S> <C> <C> <C> <C> <C>
Tangible $ 5,885,000 1.50% $ 33,672,000 8.58% $ 27,787,000
Core 11,770,000 3.00% 33,672,000 8.58% 21,902,000
Risk-Based 18,338,000 8.00% 36,482,000 15.92% 18,144,000
</TABLE>
NON-PERFORMING ASSETS
Non-performing assets totaled $913,000 at September 30, 1994, compared with
$5,297,000 at December 31, 1993. The balance of REO, $3,055,000 at
December 31, 1993, had been sold by September 30, 1994 with the addition of
one single family loan which is now REO. The sales were financed in part
by loans provided by the Bank. The major non-performing loan at September
30, 1994, was a commercial real estate loan located in southern California.
OLYMPUS CAPITAL CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Richard Madsen vs. Prudential Savings and Loan Association, Third Judicial
District Court of Salt Lake County, State of Utah, Civil No. 226073, filed
February 1975.
This is an alleged class action filed in February 1975, in the District
Court of Salt Lake County, seeking compensation for the use of loan
reserves for taxes and insurance. The District Court granted the Bank's
(formerly known as Prudential Federal Savings and Loan Association) motion
for summary judgment dismissing the complaint. Plaintiff appealed to the
Utah Supreme Court. The Utah Supreme Court reversed the summary judgment
on January 14, 1977, and ordered the case remanded for further proceedings.
In October, 1977, the Plaintiff amended the complaint to allege a plaintiff
class action on behalf of all mortgagors in the State of Utah against a
defendant class of all mortgage lenders in Utah, of which the Bank would be
the representative defendant. In October, 1981, plaintiff filed an amended
complaint in the matter. The amended complaint, in addition to requesting
an accounting, requests that the Bank and other members of the alleged
defendant class pay to plaintiffs and other members of the alleged
plaintiff's class profits earned from the past use of the escrow funds,
annual payments in the future for the use of escrow funds, punitive damages
of $10,000,000 and the sum of 4% interest on the reserve account of each
member of the plaintiff's class or $100, whichever is more, from June 30,
1979. The trial court also denied the Bank's Motion for Summary Judgement
and ruled that the Bank must account to plaintiff Madsen only for net
earnings, if any, made on his reserve account.
Trial on this case was held in September, 1985. At the conclusion, the
Court directed judgement in favor of Plaintiff Madsen in the amount of
$134.70 Before judgment was entered, the Bank moved for disqualification of
the trial judge, which was granted on January 16, 1986, and was
retroactive, so that all of the trial judges's orders were vacated.
Thereafter, plaintiff's petition to the Utah Supreme Court for
interlocutory review of the disqualification order was granted. During
1988, the Utah Supreme Court reversed the lower court's disqualification of
trial judge. The case was remanded to the trial court for entry of
findings of fact and conclusions of law.
The trial court on March 22, 1990, entered its findings of fact and
conclusion of law. The trial court entered judgment on April 30, 1992.
The judgment awards $134.70 to plaintiff, plus costs of court, plus 10%
interest from the date of trial to the date of judgement, plus post
judgment interest from the date of judgment. The judgment also orders that
a special master be appointed to survey the Bank's records to determine a
feasible method for identifying class members and for identifying records
from which a computation of damages can be made for class members. A
consequence of the judgment may be that a class of plaintiffs, whose trust
deeds in favor of the Bank contain similar language as that contained in
the plaintiff's trust deed, may recover a larger judgment against the Bank.
The trial court certified the judgment as final and directed its entry so
that an appeal may be taken. The trial court certified the judgement as
final and directed its entry so that an appeal may be taken. The trial
court stayed, pending appeal, that portion of the judgment ordering that a
special master be appointed to identify the defendant class and calculate
damages. Both the individual plaintiff in this case and the Bank filed a
notice of appeal to the Utah Supreme Court.
The Supreme Court found that the appeals were premature and returned the
case to the trial court. On June 20, 1994, the trial court appointed a
special master who will identify class members and compute damages. Also
on June 20, 1994, the trial court ordered the Bank to pay the initial costs
of the master's determining what records the Bank has available and what is
the best, most economical method of locating individual class members and
computing their damages. The Bank's petition for interlocutory appeal to
the Supreme Court challenging that order was denied. The master is now
proceeding with his initial survey of the records.
The amount of the damages that may be awarded against the Bank cannot be
determined at this time. Appeal must await the trial court's determination
of all class issues.
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended
September 30, 1994.
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.
OLYMPUS CAPITAL CORPORATION
Date November 14, 1994 By: K. John Jones
K. John Jones, Vice President/
Chief Financial Officer
Date November 14, 1994 By: R. Gibb Marsh
R. Gibb Marsh, President
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 9,188,340
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 380,415
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 131,654,393
<INVESTMENTS-MARKET> 126,026,083
<LOANS> 241,678,680
<ALLOWANCE> (6,668,306)
<TOTAL-ASSETS> 392,320,436
<DEPOSITS> 311,242,265
<SHORT-TERM> 41,962,784
<LIABILITIES-OTHER> 5,350,280
<LONG-TERM> 0
<COMMON> 3,112,239
0
0
<OTHER-SE> 30,652,868
<TOTAL-LIABILITIES-AND-EQUITY> 392,320,436
<INTEREST-LOAN> 15,127,958
<INTEREST-INVEST> 5,365,055
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 20,493,013
<INTEREST-DEPOSIT> 8,207,362
<INTEREST-EXPENSE> 1,919,844
<INTEREST-INCOME-NET> 10,365,807
<LOAN-LOSSES> 1,026,332
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 9,021,436
<INCOME-PRETAX> 3,322,177
<INCOME-PRE-EXTRAORDINARY> 3,322,177
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,322,177
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 1.02
<YIELD-ACTUAL> .071
<LOANS-NON> 0<F1>
<LOANS-PAST> 0<F1>
<LOANS-TROUBLED> 0<F1>
<LOANS-PROBLEM> 0<F1>
<ALLOWANCE-OPEN> 0<F1>
<CHARGE-OFFS> 0<F1>
<RECOVERIES> 0<F1>
<ALLOWANCE-CLOSE> 0<F1>
<ALLOWANCE-DOMESTIC> 0<F1>
<ALLOWANCE-FOREIGN> 0<F1>
<ALLOWANCE-UNALLOCATED> 0<F1>
<FN>
<F1> This item is reported only on Form 10K
</TABLE>
