UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from ____________________ to _______________________
Commission file number: 0-19045
COMSOUTH BANKSHARES, INC.
(Exact name or registrant as specified in its charter)
South Carolina 57-0853342
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No. )
1136 Washington Street, Suite 200
Columbia, South Carolina 29201
(Address of principal executive offices)
(Zip Code)
(803) 343-2144
(Registrant's telephone number, including area code)
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of July 31, 1997:
Common Stock, No Par Value 1,541,559
Class Number of Shares
1
<PAGE>
COMSOUTH BANKSHARES, INC.
INDEX
PART I. Financial Information
Item 1. Financial Statements Page No.
Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 ................................ 3
Consolidated Statements of Operations for the Three months
and Six months ended June 30, 1997 and June 30, 1996 ............... 4
Consolidated Statements of Cash Flows for the Six months
ended June 30, 1997 and June 30, 1996 .............................. 5
Notes to Consolidated Financial Statements ............................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ...................... 7
PART II. Other Information
Item 1. Legal Proceedings ..................................................11
Item 4. Submission of Matters to a Vote of Security Holders.................11
Item 6. Exhibits and Reports on Form 8-K ...................................11
Signature ....................................................................12
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COMSOUTH BANKSHARES, INC.
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
<TABLE>
<CAPTION>
1997 1996
---- ----
(Unaudited)
ASSETS
<S> <C> <C>
Cash and due from banks ........................................................ $ 10,896,609 $ 9,441,553
Federal funds sold ............................................................. 75,000 3,650,000
------------- -------------
Total cash and cash equivalents ............................................. 10,971,609 13,091,553
Investment securities:
Held-to-maturity, at amortized cost (fair value of
$16,301,135 in 1997 and $13,035,431 in 1996) ................................ 16,334,249 13,071,927
Available-for-sale, at fair value (amortized cost of
$25,932,312 in 1997 and $21,070,548 in 1996) ................................ 25,901,886 21,034,568
Loans receivable:
(less allowance for loan losses 1997 - $1,847,433;
1996 - $1,802,402) .......................................................... 128,621,398 113,879,003
Premises and equipment ......................................................... 1,416,339 1,489,159
Accrued interest receivable .................................................... 1,649,975 1,343,298
Other assets ................................................................... 673,970 724,956
------------- -------------
Total Assets ................................................................... $ 185,569,426 $ 164,634,464
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
Noninterest bearing demand .................................................. 32,358,813 35,677,721
NOW, money market and savings ............................................... 65,484,501 56,290,307
Time deposits of $100,000 or more ........................................... 30,942,453 26,984,224
Time deposits less than $100,000 ............................................ 29,246,199 23,442,953
Other time deposits ......................................................... 3,146,489 3,012,613
------------- -------------
Total deposits ................................................................. 161,178,455 145,407,818
Federal funds purchased and securities sold under
agreements to repurchase .................................................... 6,247,090 2,674,394
U.S. Treasury tax and loan accounts ............................................ 1,133,967 784,106
Note payable ................................................................... 1,080,000 1,200,000
Accrued interest ............................................................... 468,128 446,225
Other liabilities .............................................................. 713,946 481,099
------------- -------------
Total Liabilities .............................................................. 170,821,586 150,993,642
------------- -------------
Stockholders' Equity
Preferred Stock
(no par value, 50,000,000 shares authorized; no
shares issued or outstanding)
Special stock
(no par value, 50,000,000 shares authorized; no
shares issued or outstanding)
Common Stock
(no par value, 50,000,000 shares authorized; shares
issued and outstanding - 1,541,080 in 1997 and
1,532,826 in 1996) ......................................................... 13,674,811 13,616,611
Retained earnings .............................................................. 1,093,110 47,958
Unrealized loss on investment securities available-for-
sale, net of applicable deferred income taxes .............................. (20,081) (23,747)
------------- -------------
Total Stockholders' Equity ..................................................... 14,747,840 13,640,822
------------- -------------
Total Liabilities and Stockholders' Equity ..................................... $ 185,569,426 $ 164,634,464
============= =============
</TABLE>
3
<PAGE>
COMSOUTH BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF OPERATION
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended Six Months ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
Interest income:
<S> <C> <C> <C> <C>
Interest and fees on loans ......................... $ 2,909,529 $ 2,282,245 $ 5,563,297 $ 4,477,596
Investment securities .............................. 656,084 426,528 1,195,600 795,523
Federal funds sold ................................. 24,261 38,408 72,476 84,875
----------- ----------- ----------- -----------
Total interest income ........................... 3,589,874 2,747,181 6,831,373 5,357,994
----------- ----------- ----------- -----------
Interest expense:
Deposits ........................................... 1,496,236 1,136,585 2,923,631 2,279,096
Federal funds purchased and
securities sold under agreements
to repurchase ................................... 53,823 12,058 98,598 31,742
U.S. Treasury tax and loan accounts ................ 4,848 7,607 14,616 16,480
Note payable ....................................... 23,108 12,652 46,358 12,652
----------- ----------- ----------- -----------
Total interest expense .......................... 1,578,015 1,168,902 3,083,203 2,339,970
----------- ----------- ----------- -----------
Net interest income ................................ 2,011,859 1,578,279 3,748,170 3,018,024
Provision for loan losses .......................... 90,000 40,000 105,000 50,000
----------- ----------- ----------- -----------
Net interest income after provision
for loan losses ................................. 1,921,859 1,538,279 3,643,170 2,968,024
Noninterest income:
Lending operations and services .................... 337,641 255,228 634,188 506,512
Service charges on deposit accounts ................ 171,021 134,345 334,286 255,954
Other .............................................. 17,928 21,619 40,571 40,802
----------- ----------- ----------- -----------
Total noninterest income ....................... 526,590 411,192 1,009,045 803,268
----------- ----------- ----------- -----------
Noninterest expense:
Salaries and employee benefits ..................... 757,732 661,023 1,483,464 1,339,428
Occupancy expenses ................................. 107,589 108,765 215,227 216,992
Furniture and equipment ............................ 127,978 95,627 237,552 188,478
Advertising and marketing .......................... 32,842 21,154 56,900 44,767
Other .............................................. 575,198 397,848 975,852 764,288
----------- ----------- ----------- -----------
Total noninterest expense ....................... 1,601,339 1,284,417 2,968,995 2,553,953
----------- ----------- ----------- -----------
Income before provision for
income taxes .................................... 847,110 665,054 1,683,220 1,217,339
Income tax expense ................................. (322,118) (251,183) (638,068) (409,402)
----------- ----------- ----------- -----------
Net income ......................................... $ 524,992 $ 413,871 $ 1,045,152 $ 807,937
=========== =========== =========== ===========
Earnings per share:
On common and common
equivalents .................................. $ .33 $ .30 $ .65 $ .58
=========== =========== =========== ===========
On a fully diluted basis ........................ $ .32 $ .30 $ .64 $ .58
=========== =========== =========== ===========
</TABLE>
4
<PAGE>
COMSOUTH BANKSHARES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months ended June 30,
1997 1996
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income ....................................................................... $ 1,045,152 $ 807,937
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization .................................................... 186,286 149,325
Provision for loan losses ........................................................ 105,000 50,000
Deferred tax benefit ............................................................. (50,000)
Amortization of premium and accretion of discount
on investment securities ..................................................... 6,521 3,546
Increase in interest receivable .................................................. (306,677) (183,686)
Decrease in other assets ......................................................... 49,343 20,087
Increase (decrease) in interest payable .......................................... 21,903 (92,301)
Increase (decrease) in other liabilities ......................................... 247,602 (574,829)
------------ ------------
Cash provided by operating activities ............................................ 1,355,130 130,079
------------ ------------
Cash flows from investing activities:
Purchase of investments, held-to-maturity ........................................ (3,281,875) (1,499,400)
Purchase of investments, available-for-sale ...................................... (4,862,625) (9,872,019)
Maturities of investments, held-to-maturity ...................................... 13,894 4,339,855
Net increase in loans ............................................................ (14,862,395) (9,252,709)
Purchase of premises and equipment ............................................... (113,467) (348,542)
------------ ------------
Cash used for investing activities ............................................... (23,106,468) (16,632,815)
------------ ------------
Cash flows from financing activities:
Net increase in deposits ......................................................... 15,770,637 6,147,426
Increase in federal funds purchased and securities
sold under agreements to repurchase .......................................... 3,572,696 511,399
Repayment (proceeds)of note payable .............................................. (120,000) 700,000
Increase in U.S. Treasury, tax and loan accounts ................................. 349,861 742,674
Proceeds from issuance of common stock ........................................... 58,200 5,316
------------ ------------
Cash provided by financing activities ............................................ 19,631,394 8,106,815
------------ ------------
Decrease in cash and cash equivalents ............................................ (2,119,944) (8,395,921)
Cash and cash equivalents at beginning of period ................................. 13,091,553 17,249,878
------------ ------------
Cash and cash equivalents at end of period ....................................... $ 10,971,609 $ 8,853,957
============ ============
Supplemental disclosure of cash flow information:
Cash paid for interest ........................................................... $ 3,061,300 $ 2,432,270
Cash paid for taxes .............................................................. $ 736,837 $ 977,606
Noncash adjustments to report investment securities,
available-for-sale at fair value:
Investment securities, available-for-sale ........................................ $ (30,426) $ (270,014)
Other assets ..................................................................... 10,345 91,805
Unrealized loss on investment securities, available-for-
sale, net of applicable deferred income taxes ................................. $ (20,081) $ (178,209)
</TABLE>
5
<PAGE>
COMSOUTH BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The unaudited interim financial statements reflect all adjustments which are, in
the opinion of management, necessary for the fair presentation of the
consolidated statements of operations and of cash flows for the interim periods
presented. Such adjustments are of a normal recurring nature. The interim
financial statements, including related notes, should be read in conjunction
with the financial statements for the year ended December 31, 1996, appearing in
the Corporation's 1996 Annual Report and included in the Corporation's Form 10-K
Annual Report for the year ended December 31, 1996. The unaudited results of
operations for the six month period ended June 30, 1997 may not necessarily be
indicative of the results for the year that will end December 31, 1997.
NOTE 1 - LOAN COMMITMENTS
At June 30, 1997, standby letters of credit of $2,100,000 and undisbursed
amounts of lines of credit of $19,810,000 were outstanding.
NOTE 2 - NOTES PAYABLE
During 1996, the Corporation established a $1,200,000 revolving line of credit
with another financial institution. The line of credit expires December 31,
2001. Interest is variable at the lender's prime rate minus one-half percent
(8.0% at June 30, 1997) with interest payments due quarterly. The line of credit
is collateralized by 550,000 shares of Bank of Charleston's ("BOC") common
stock. At June 30, 1997, the Corporation had an outstanding balance of
$1,080,000 on this line of credit; quarterly payments of $60,000 were made
during March and June 1997.
The line of credit agreement contains certain covenants. The principal financial
covenants require the Corporation to maintain the allowance for loan losses at a
minimum of 100% of non-performing assets; tangible equity to total assets at
least equal to 8% for BOC and at least equal to 6% for Bank of Columbia
("BOCL"); non-performing loans plus OREO to loans receivable plus OREO at a
ratio no greater than 1.80%; and maintain a return on average assets of at least
1%. The Corporation is also restricted from paying any dividends unless approved
by the lender.
The Corporation was in full compliance with all of the covenants at quarter end.
At June 30, 1997, BOCL had approximately $11.0 million and BOC had approximately
$10.1 million in standby credit available from other banks for short-term
borrowings.
NOTE 3 - STOCK OPTIONS
On April 29,1997, 6,425 options were granted to non-employee directors at an
exercise price of $15.33 per share. The average high/low price for ComSouth
Bankshares, Inc. Common Stock for the 30 days prior to the measurement date,
April 29,1997 was $15.33. The board granted 3,500 options to certain employees
on January 28, 1997 at an option price of $15.125 with an expiration date of
January 27, 2002. The closing price for the stock was $15.125 on January 28,
1997. In addition, the board granted 2,000 options to certain employees on April
29, 1997. These options were granted with an option price of $15.875, which was
the closing price of the stock on April 29, 1997, and an expiration date of
April 28, 2002. A total of 8,161 options were exercised during the period
January 1, 1997 to April 27, 1997 at an average exercise price of $7.27 per
share.
6
<PAGE>
NOTE 4 - ALLOWANCE FOR CREDIT LOSSES
The Corporation adopted SFAS No. 114, "Accounting by Creditors for Impairment of
a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan -
Income Recognition and Disclosure" on January 1, 1995. These standards address
the accounting for certain loans when it is probable that all amounts due
pursuant to the contractual terms of the loan will not be collected.
Individually identified impaired loans are measured based on the present value
of payments expected to be received, using the historical effective loan rate as
the discount rate. Loans that are to be foreclosed or that are solely dependent
on the collateral for repayment may alternatively be measured based on the fair
value of the collateral for such loans or on observable market prices. If the
recorded investment in the loan exceeds the measure of fair value, a valuation
allowance is established as a component of the allowance for credit losses. The
adoption of the standards did not have a material impact on the Corporation's
financial position or results of operations. Currently, the Banks have $48,000
in loans classified as impaired loans.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature, are
intended to be, and are hereby identified as, `forward looking statements' for
purposes of the safe harbor provided by Section 21E of the Securities Exchange
Act of 1934, as amended. The Corporation cautions readers that forward looking
statements, including without limitation, those relating to the Corporation's
future business prospects, revenues, working capital, liquidity, capital needs,
interest costs, and income, are subject to certain risks and uncertainties that
could cause actual results to differ materially from those indicated in the
forward looking statements, due to several important factors herein identified,
among others, and other risks and factors identified from time to time in the
Corporation's reports filed with the Securities and Exchange Commission.
GENERAL
ComSouth Bankshares, Inc. (the "Corporation") is a registered bank holding
company incorporated on May 15, 1987 pursuant to the laws of the State of South
Carolina. It presently conducts its business through its two bank subsidiaries
(the "Banks"), Bank of Columbia, NA and Bank of Charleston, NA. On March 21,
1996, the Corporation listed its common stock on the American Stock Exchange
under the ticker symbol CSB.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability to meet current and future obligations through
liquidation or maturity of existing assets or the acquisition of additional
liabilities. The Corporation's primary source of liquidity is funds derived from
the deposit gathering operations of the Corporation's two subsidiary banks - BOC
and BOCL, with additional funds provided from maturing loans and investment
securities, sales of temporary investments, or sales of investment securities
classified as available-for-sale. These funds are used to pay interest on
deposits and to fund deposit outflows. Any remaining funds are utilized for
investments and to fund loan commitments and disbursements, to repay debt, and
to fund operating expenses. Negative funds positions may be dealt with by a
combination of actions including borrowing from other banks or rediscounting
qualifying loans with the Federal Reserve Bank. At June 30, 1997, BOCL had
approximately $11.0 million while BOC had approximately $10.1 million in standby
credit available to them from other financial institutions. Management believes
that a sufficient liquidity balance is maintained through the operations of its
asset and liability management program. Additionally, the standby credit
facilities provide adequate protection in the event of negative cash flows.
At June 30, 1997 and December 31, 1996, liquid assets of approximately $53.2
million and $47.2 million, respectively, were available to meet demands for
deposit withdrawals, undisbursed amounts on lines of credit ("loan commitments")
of $19,810,000 and $21,396,000, respectively, and letters of credit totaling
$2,100,000 and $1,689,000, respectively. The amount of liquid assets available
at June 30, 1997 includes cash and cash equivalents of $11,000,000, a decrease
of $2,100,000 from the December 31, 1997 amount of $13,100,000. This decrease in
cash and cash equivalents is attributable to management's decision to improve
earnings by reducing investments in short-term federal funds in favor of
increasing investments in investment securities.
7
<PAGE>
Reliance is being placed upon continued deposit growth as the principal source
of funds. Management is committed to pay competitive market rates for deposits.
Deposits were approximately $161.2 million at June 30, 1997, compared to $145.4
million at December 31, 1996. Of the total deposit base of the Corporation at
June 30, 1997, approximately $30.9 million, or 19.2%, consisted of Certificates
of Deposits in amounts of $100,000 and higher ("Jumbo Certificates"). These
Jumbo Certificates are typically issued to local customers and none are
brokered.
While most of the large time deposits are acquired from customers with standing
relationships with the Banks, it is a common industry practice not to consider
these types of deposits as core deposits because their retention can be expected
to be heavily influenced by rates offered, and they therefore have the
characteristics of shorter-term purchased funds. Certificates of deposit of
$100,000 and over involve the maintenance of an appropriate matching of maturity
distribution and a diversification of sources to achieve an appropriate level of
liquidity. Management believes that the Corporation's liquidity position is
relatively strong and is adequate to meet the withdrawal demand of these Jumbo
Certificates.
One of the principal uses of funds is to meet loan demand at BOCL and BOC. At
June 30, 1997, total loans outstanding were approximately $130.5 million, as
compared to $115.7 million at December 31, 1996. During the first six months of
1997, both Banks have experienced strong loan growth. The economic picture in
the markets serviced by both Banks appears to be good.
Both BOCL and BOC maintain a loan classification system to monitor exposure to
potential loan losses. Management of the Banks reviews the adequacy of the
allowance each quarter to identify problem loans in connection with its
assessment of the overall quality of the respective loan portfolios. At June 30,
1997, the allowance for loan losses at BOCL and BOC was approximately $992,000
and $856,000, respectively. At December 31, 1996, the allowance for loan losses
at BOCL and BOC was approximately $971,000 and $831, 000, respectively. The
Comptroller of the Currency ("OCC"), the Banks' primary regulator, requires
national banks to maintain a Tier 1 (primarily stockholders' equity) risk-based
capital ratio of 4.0% and a total risk-based capital ratio of 8.0%. At June 30,
1997, the Tier I capital ratio for BOCL was 10.0% and the total capital ratio
was 11.2%, while BOC had a Tier I ratio of 13.4% and a total capital ratio of
14.5%.
The Corporation's primary regulator, the Board of Governors of the Federal
Reserve (the "Board"), has issued guidelines requiring a minimum risk based
capital ratio of 8.0%, of which at least 4.0% must consist of Tier I capital.
The Corporation's Tier I capital ratio was 11.3% and its total capital ratio was
12.5% at June 30, 1997. These ratios are well within guidelines established by
the Corporation's primary regulator.
RATE SENSITIVITY
In order to address volatility in interest rates, the Corporation maintains an
interest sensitivity management program, the objective of which is to maintain
reasonably stable growth in net interest income despite changes in market
interest rates. The Interest Rate Sensitivity Gap ("GAP") is defined as the
excess of interest sensitive assets over interest sensitive liabilities that
mature or reprice within specified time frames. The GAP is a measure of the
Corporation's risk of significant changes in net income at any point in time.
Adjustable rate loans, short term loans and temporary investments represent the
majority of the Corporation's interest sensitive assets. Money market deposit
accounts, NOW accounts, savings accounts and certificates of deposit with
maturities of less than one year represent the majority of interest sensitive
liabilities.
In addition to gap analysis, management utilizes simulation modeling techniques
to project potential earnings impact due to rate changes. Based on the
combination of the gap analysis and simulation modeling, management believes
that any reasonably expected rate change would not have a material impact on
earnings.
8
<PAGE>
RESULTS OF OPERATIONS
For the first six months of 1997, the Corporation is reporting net earnings of
$1,045,000 or $.65 per fully diluted share, compared to $808,000 or $.58 per
share for the same period of 1996.
For the first six months of 1997 loans outstanding grew by 12.8% with 8.7% of
this growth being realized in the second quarter. Deposit growth of 10.9% or
$15,800,000 was used to fund the loan growth for the first six months of 1997.
Although this strong growth created pressure on management to gather deposits,
efforts were concentrated on the acquisition of core deposits as the ratio of
certificate of deposits to total deposits only increased to 37% as compared to
35% at year-end 1996.
The Corporation had total revenues of $7,840,000 and $6,161,000 and total
expenses of $6,795,000 and $5,353,000 for the six months ended June 30, 1997 and
1996, respectively. Summarized below is an analysis of the composition of
revenues and expenses for the six months period ended June 30, 1997 and 1996.
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
---- ----
<S> <C> <C> <C> <C>
Interest on loans ...................................... $5,563,000 71.0% $4,478,000 72.7%
Interest on investment securities ...................... 1,196,000 15.2% 795,000 12.9%
Interest on temporary investments ...................... 72,000 .9% 85,000 1.4%
Non-interest income .................................... 1,009,000 12.9% 803,000 13.0%
---------- ----- ---------- -----
Total Revenues ......................................... $7,840,000 100.0% $6,161,000 100.0%
========== ===== ========== =====
</TABLE>
Increased revenues provided by interest on loans is the result of strong loan
growth realized by both banks during the first six months of 1997. As previously
noted, however, most of this loan growth occurred during the second quarter
which caused a decline in this category's percentage to total revenues as a
major portion of the deposit growth in the first quarter of the year was
invested in investment securities. In addition, funds which typically were held
in temporary investments for the purpose of supporting loan growth were also
invested in investment securities. As can readily be seen by the above table,
the decline in revenue ratios provided by interest on loans and temporary
investments has been offset by an increase in the investment securities
category.
Income derived from the Business Manager product was a major factor contributing
to the growth in non-interest income as fees generated from this product
increased by approximately $150,000 over the same six month period of 1996. This
product provides immediate cash flow to small businesses through the purchase by
the Banks of such businesses' receivables. The Banks are paid a fee for the
billing and collection of these receivables and retain full recourse against the
seller of the purchased receivables in case of default.
In addition, fees derived from deposit services increased by approximately
$75,000 over the same six month period last year as a result of the deposit
growth realized between the two periods.
9
<PAGE>
Operating Expenses for the six month periods ended June 30, 1997 and 1996 were
as shown in the following table:
<TABLE>
<CAPTION>
Six Months Ended June 30,
1997 1996
---- ----
<S> <C> <C> <C> <C>
Interest on deposits ................................... $2,924,000 43.0% $2,279,000 42.6%
Interest on note payable and
securities sold under agreements
to repurchase ....................................... 157,000 2.3% 61,000 1.1%
Provision for loan losses .............................. 105,000 1.6% 50,000 .9%
Salaries and employee benefits ......................... 1,484,000 21.8% 1,339,000 25.0%
Occupancy expenses ..................................... 215,000 3.2% 217,000 4.1%
Furniture and equipment expenses ....................... 238,000 3.5% 188,000 3.5%
Legal and regulatory ................................... 422,000 6.2% 354,000 6.6%
Printing and supplies .................................. 85,000 1.3% 87,000 1.5%
Advertising and marketing .............................. 57,000 .8% 45,000 .8%
Other .................................................. 1,108,000 16.3% 739,000 13.9%
---------- ----- ---------- -----
Total Operating Expenses ............................... $6,795,000 100.0% $5,353,000 100.0%
========== ===== ========== =====
</TABLE>
The change in interest paid on deposits is principally due to the strong growth
in deposits as rates paid on deposits remained basically the same for the two
periods. Interest on notes payable and securities sold under agreements to
repurchase increased as the outstanding balance in this category increased by
$4.3 million between the two periods. Strong loan growth during the six month
period and in particular the second quarter resulted in an increase to the
provision for loan losses. The increase in salaries and employee benefits is
primarily due to increased staffing needed to support the strong loan and
deposit growth. The change in legal and regulatory expenses is due to increased
activity in the defense of pending lawsuits during the period. The increase in
other expenses is mostly due to federal income tax expense as tax expenses
increased by $230,000 between the two periods as a result of higher earnings.
NET INTEREST INCOME
Net interest income represents the difference between interest earned on assets
and the interest paid on liabilities. It traditionally constitutes the largest
source of a financial institution's earnings.
Net interest income for the six months ended June 30, 1997 and 1996 was
$3,748,000 and $3,018,000, respectively. The average yield on earning assets was
8.4% and 8.5%, the average rate paid on interest bearing liabilities was 4.7%
and 4.6%, and the annualized net interest margin was 4.6% and 4.8% for the six
months ended June 30, 1997 and 1996, respectively.
SECOND QUARTER EARNINGS
Earnings for the second quarter of 1997 were $525,000 or $.33 per fully diluted
share, up 27 percent over the $414,000 or $.30 per share reported for the second
quarter of 1996. Net interest income showed an increase of approximately
$435,000 between the two periods. This increase is the result of the strong loan
growth realized by both banks during the period as the net interest margin for
each period was relatively the same.
Total non-interest income increased by $116,000 between the two quarters as fees
generated by the Business Manager program increased by $74,000 and deposit
service fees increased by $37,000 over the same period last year. The increased
fees from the Business Manager program were the result of increased sales
efforts for the product and the increase in fees derived from deposit services
resulted from the deposit growth realized between the two periods.
10
<PAGE>
Total non-interest expenses increased by $370,000 for the second quarter of
1997, compared to the same quarter in 1996. Federal income tax expense increased
by $70,000 due to improved earnings for the second quarter of 1997. Other
factors contributing to the increase of non-interest expenses were salaries and
employee benefits which increased by $95,000 due to additional staff needed to
support the loan and deposit growth. Legal fees increased by approximately
$95,000 due to increased activity during the second quarter of 1997 related to a
pending lawsuit. Additionally, furniture and fixture expenses increased by
$30,000 over the same period last year due to purchases made as a result of
remodeling the Bank of Columbia lobby and equipment needed for the increase in
staff.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 7, 1997, the judge handling the shareholder litigation by the former
director of the Corporation and the Bank of Columbia against the Corporation and
eight of its former and present directors granted the defendants' motions for
summary judgment and dismissed the suit. The plaintiff has asked the judge to
reconsider his order and has stated that he plans to appeal if the order is not
withdrawn. The sixteen other nearly identical suits are still pending against
the Corporation and the same eight former and present directors of the
Corporation. Although the plaintiffs do not seek to recover any damages from the
Corporation, the Corporation may, nevertheless, incur significant expenses to
indemnify the defendant directors and former directors pursuant to applicable
law. These suits have previously been reported in the Corporation's Form 10-Q
for the quarter ended March 31, 1997. On July 21, 1997, another shareholder
filed a suit similar to the others against the same eight directors and former
directors. That suit does not name the Corporation as a party, but the
Corporation may also incur significant expenses to indemnify the directors and
former directors pursuant to applicable law.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Annual Meeting: April 29, 1997
(b) The following directors were elected at the annual meeting:
VOTES
FOR AGAINST
LaVonne N. Phillips 1,192,242 23,046
W. Carlyle Blakeney, Jr. 1,192,242 23,046
Arthur P. Swanson 1,145,977 69,311
The following directors continue their terms of office as directors:
Arthur M. Swanson
Mason R. Chrisman
John C.B. Smith, Jr.
R. Lee Burrows, Jr.
Charles R. Jackson
J. Michael Kapp
(c) J.W. Hunt and Company LLP was appointed independent accountants
of the Corporation for the fiscal year ending December 31,
1997. The stockholders voted 1,210,216 votes for and 506
against this appointment, with 4,566 votes abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8 - K
(a) Exhibit 3.3, Amendment to Bylaws.
Exhibit 27, Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the quarter.
11
<PAGE>
SIGNATURE
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.
COMSOUTH BANKSHARES, INC.
(Registrant)
Date: 8-13-97 By:s/Harry R. Brown
------------------------------
(Harry R. Brown)
Chief Financial Officer,
Chief Operating Officer,
Secretary and Treasurer
12
<PAGE>
EXHIBIT INDEX
Exhibit 3.3 Amendment to Bylaws
Exhibit 27 Financial Data Schedule
13
BY-LAWS
OF
COMSOUTH BANKSHARES, INC.
(As amended through August 13, 1997)
ARTICLE I
OFFICES
Section 1. Office. ComSouth Bankshares, Inc. (hereinafter referred to
as the corporation), is a South Carolina corporation. The South Carolina office
of the corporation shall be located at 1350 Main Street, in the City of
Columbia, County of Richland, and State of South Carolina.
Section 2. Additional Offices. The corporation may also have offices
and places of business at such other places, within or without the State of
South Carolina, as the Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Time and Place. The annual meeting of the shareholders for
the election of directors and all special meetings of shareholders for that or
for any other purpose may be held at such time and place within or without the
State of South Carolina as shall be stated in the notice of the meeting, or in a
duly executed waiver of notice thereof.
Section 2. Annual Meeting. The annual meeting of shareholders shall be
held on the second Tuesday of May in each year, or on such other date as the
Board of Directors, in its discretion, shall choose. At each annual meeting the
shareholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.
Section 3. Notice of Annual Meeting. Written notice of the place, date
and hour of the annual meeting shall be given personally or by mail to each
shareholder entitled to vote thereat not less than ten (10) nor more than fifty
(50) days prior to the meeting.
Section 4. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the president or the chairman of the
Board of Directors or a majority of the directors and shall be called by the
president or the secretary at the request in writing of a majority of the
directors, or at the request in writing of shareholders owning at least ten
percent (10%) in amount of the shares of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 5. Notice of Special Meeting. Written notice of a special
meeting of shareholders stating the place, date and hour of
<PAGE>
the meeting, the purpose or purposes for which the meeting is called, and by or
at whose direction it is being issued shall be given personally or by mail to
each shareholder entitled to vote thereat not less than ten (10) nor more than
fifty (50) days prior to the meeting.
Section 6. Quorum. Except as otherwise provided by the articles of
incorporation, the holders of one-third of the shares of the corporation issued
and outstanding and entitled to vote thereat present in person or represented by
proxy shall be necessary to and shall constitute a quorum for the transaction of
business at all meetings of the shareholders.
If, however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat present
in person or represented by proxy shall have power to adjourn the meeting from
time to time, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
Section 7. Voting. At any meeting of the shareholders every shareholder
having the right to vote shall be entitled to vote in person or by proxy. Except
as otherwise provided by law or the articles of incorporation, each shareholder
of record shall be entitled to one vote for every share of stock standing in his
name on the books of the corporation. All elections shall be determined by a
plurality vote, and, except as otherwise provided by law or the articles of
incorporation, all other matters shall be determined by vote of a majority of
the shares present or represented at such meeting and voting on such questions.
Section 8. Proxies. Every proxy must be executed in writing and dated
by the shareholder or by his attorney-in-fact. No proxy shall be valid after the
expiration of eleven (11) months from the date thereof, unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except in those cases where an irrevocable proxy is
permitted by law and the proxy expressly states that it is irrevocable.
Section 9. Consents. Whenever by any provision of law the vote of
shareholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action, the meeting and vote of shareholders may
be dispensed with if all the shareholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken.
Section 10. Conduct of Meetings. (a) Meetings of shareholders shall be
presided over by the chairman of the Board of Directors or, in his absence, by
another director or executive
2
<PAGE>
officer designated by the Board of Directors. The presiding officer shall
determine all questions of order or procedure and his rulings shall be final.
(b) The secretary of the corporation, with the assistance of such agents as may
be designated by the secretary, shall make all determinations of the validity of
proxies presented and ballots cast. (c) In the event that any person or group
other than the Board of Directors hold proxies for more than 10 other
shareholders, any vote taken with respect to any contested matter determined to
be such by the presiding officer, shall be taken in the following manner:
(i) Shareholders wishing to vote in person shall obtain ballots
from the secretary and cast their votes. After a period
determined to be reasonable by the presiding officer, no
further voting in person shall be permitted.
(ii) Thereafter, persons holding proxies shall obtain a ballot from
the secretary which shall be in a form to permit the votes
cast with respect to each appointment of proxy to be
identified as such and shall fill out such ballot, and return
it together with the original appointments of proxies to the
secretary. After a period determined to be reasonable by the
presiding officer, the polls shall be closed and no further
voting on the question shall be allowed.
(iii) If the number of proxies held by persons or groups other than
the Board of Directors is high, the presiding officer may,
after consultation with the secretary adjourn the meeting for
up to 72 hours, to permit the counting of the votes; provided,
however, that the presiding officer may, in his discretion,
permit other business, including the casting of other votes,
to be transacted, prior to any such adjournment.
ARTICLE III
DIRECTORS
Section 1. Number; Tenure. The number of directors which shall
constitute the entire Board of Directors shall be set by the Board of Directors
but shall be not less than 9 and not more than 12. Directors shall be elected at
the annual meeting of the shareholders, except as provided in Section 3 of this
Article III, and each director shall be elected to serve until his successor has
been elected and has qualified.
Section 2. Resignation; Removal. Any director may resign at any time.
Eighty percent of the shareholders entitled to vote for the election of
directors may remove a director, with or without cause.
3
<PAGE>
Section 3. Vacancies. If any vacancies occur in the Board of Directors
by reason of the death, resignation, retirement, disqualification or removal
from office of any director, all of the directors of the same class then in
office, although less than a quorum, may by majority vote choose a successor or
successors, and the directors so chosen shall hold office until the next annual
meeting of the shareholders and until their successors shall be duly elected and
qualified, unless sooner displaced; provided, however, that if in the event of
any such vacancy the directors remaining in office shall be unable, by majority
vote, to fill such vacancy within thirty (30) days of the occurrence thereof,
the president or the secretary may call a special meeting of the shareholders at
which such vacancy shall be filled. Newly created directorships may be filled
only by the shareholders at an annual or special meeting.
ARTICLE IV
MEETINGS OF THE BOARD
Section 1. Place. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of South
Carolina.
Section 2. First Meeting. The first meeting of each newly elected Board
of Directors shall be held at such time and place as shall be fixed by the vote
of the shareholders at the annual meeting, and no notice of such meeting to the
newly elected directors shall be necessary in order to constitute the meeting,
provided a quorum shall be present. In the event of the failure of the
shareholders to fix the time and place of such first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the time
and place so fixed by the shareholders, the meeting may be held at a time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors or as shall be specified in a duly
executed waiver of notice thereof.
Section 3. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the board.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if any, or by the president on two
days notice to each director, either personally or by mail or by telegram.
Special meetings shall be called by the chairman, president or secretary in like
manner and on like notice at the written request of two directors.
Section 5. Quorum. At all meetings of the Board of Directors, a
majority of the directors then in office shall be necessary to and constitute a
quorum for the transaction of business, and the vote of a majority of the
directors present at the time of the vote if a quorum is present shall be the
act of the
4
<PAGE>
Board of Directors. If a quorum shall not be present at any meeting of the Board
of Directors, the directors present thereat may adjourn the meeting from time to
time until a quorum shall be present. Notice of any such adjournment shall be
given to any directors who were not present and, unless announced at the
meeting, to the other directors.
Section 6. Compensation. Directors, as such, shall not receive any
stated salary for their services, but, by resolution of the Board of Directors a
fixed fee and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the board (or of any committee of the board),
provided that nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE V
NOTICES
Section 1. Form; Delivery. Notices to directors and shareholders shall
be in writing and may be delivered personally or by mail or telegram. Notice by
mail shall be deemed to be given at the time when deposited in the post office
or a letter box, in a post-paid sealed wrapper, and addressed to the directors
or the shareholders at their addresses appearing on the records of the
corporation.
Section 2. Waiver. Whenever a notice is required to be given by any
statute, the certificate of incorporation or these by-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to such notice. In
addition, any shareholder attending a meeting of shareholders in person or by
proxy without protesting prior to the conclusion of the meeting the lack of
notice thereof to him, and any director attending a meeting of the Board of
Directors without protesting prior to the meeting or at its commencement such
lack of notice shall be conclusively deemed to have waived notice of such
meeting.
ARTICLE VI
OFFICERS
Section 1. Executive Officers. The executive officers of the
corporation shall be a President, Secretary, Treasurer and one or more Vice
Presidents.
Section 2. Authority and duties. All officers, as between themselves
and the corporation, shall have such authority and perform such duties in the
management of the corporation as may be provided by these by-laws, or, to the
extent not so provided, by the Board of Directors. If the president is not a
director, the president shall attend all meetings of the Board of Directors.
5
<PAGE>
Section 3. Term of Office; Removal. All officers shall be elected by
the Board of Directors and shall hold office for such term as may be prescribed
by the Board. Any officer elected or appointed by the Board may be removed with
or without cause at any time by the Board.
Section 4. Compensation. The compensation of all officers of the
corporation shall be fixed by the Board of Directors and the compensation of
agents shall either be so fixed or shall be fixed by officers thereunto duly
authorized.
Section 5. Vacancies. If an office becomes vacant for any reason, the
Board of Directors shall fill such vacancy. Any officer so appointed or elected
by the Board shall serve only until such time as the unexpired term of his
predecessor shall have expired unless re-elected or reappointed by the Board.
ARTICLE VII
SHARE CERTIFICATES
Section 1. Form; Signature. The certificates for shares of the
corporation shall be in such form as shall be determined by the Board of
Directors and shall be numbered consecutively and entered in the books of the
corporation as they are issued. Each certificate shall exhibit the registered
holder's name and the number, par value, and class of shares, and shall be
signed by the president or a vice-president and the secretary or an assistant
secretary, and shall bear the seal of the corporation or a facsimile thereof.
Where any such certificate is countersigned by a transfer agent, or registered
by a registrar, the signature of any such officer may be a facsimile signature.
In case any officer who signed or whose facsimile signature or signatures were
placed on any such certificate shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the corporation with the
same effect as if he were such officer at the date of issue.
Section 2. Lost Certificates. The Board of Directors may direct a new
share certificate or certificates to be issue din place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed, upon the compliance of notice, affidavit and bond requirements of S.
C. Code ss.33-9-130.
Section 3. Registration of Transfer. Upon surrender to the corporation
or any transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation or such transfer
agent to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
6
<PAGE>
Section 4. Registered Shareholders. Except as otherwise provided by
law, the corporation shall be entitled to recognize the exclusive right of a
person registered n its books as the owner of shares to receive dividends or
other distributions, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of share, and shall
not be bound to recognize any equitable or legal claim to or interest in such
share or shares on the part of any other person.
Section 5. Record date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of shareholders, the board
of Directors may fix, in advance, a record date. Such date shall not be more
than fifty (50) nor less than ten (10) days before the date of any such meeting,
and not more than fifty (50) days prior to any other action.
In each such case, except as otherwise provided by law, only such
persons as shall be shareholders of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting and any adjournment thereof,
or to express such consent or dissent, or to receive payment of such dividend,
or such allotment of rights, or otherwise to be recognized as shareholders for
the related purpose, notwithstanding any registration of transfer of shares on
the books of the corporation after any such record date so fixed.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Annual Statement. The Board of Directors shall present at
each annual meeting, and at any special meeting of the shareholders when called
for by vote of the shareholders, a full and clear statement of the business and
condition of the corporation (including a balance sheet, profit and loss
statement and statement of surplus prepared in accordance with generally
accepted principles of accounting and certified by independent public
accountants).
Section 2. Instruments Under Seal. All deeds, bonds, mortgages,
contracts, and other instruments requiring a seal may be signed in the name of
the corporation by the president or by any other officer authorized to sign such
instrument by the Board of Directors.
Section 3. Checks, etc. All checks or demands for money and notes or
other instruments evidencing indebtedness or obligations of the corporation
shall be signed by such officer or officers or
7
<PAGE>
such other person or persons as the Board of Directors may from time to time
designate.
Section 4. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors and shall begin on the first day
of January and end on the last day of December in each calendar year.
Section 5. Seal. The corporate seal shall have inscribed thereon the
name of the corporation and shall be in such form as is determined by the Board
of Directors. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.
Section 6. Repurchase of Shares. The corporation shall not, directly or
indirectly, acquire the common stock of any shareholder who is the record or
beneficial owner of 1% or more of the corporation's outstanding shares (the
"Interested Shareholder") at a price in excess of such stock's Book Value (as
hereafter defined) unless the corporation offers to acquire, on substantially
the same terms and conditions, a percentage of the shares of common stock held
by each other shareholder which is equivalent to the percentage of the shares of
the Interested Shareholder to be acquired. As used herein, "Book Value" means
the book value of the common stock, based upon the corporation's balance sheet
as of the end of the last fiscal quarter preceding the stock acquisition. This
section shall not, however, apply to (a) any acquisition pursuant to the
exercise of, or in settlement of, dissenter's rights; (b) any acquisition
pursuant to the order of any court or regulatory authority; or (c) any
acquisition in settlement of any claim related to the purchase of such stock by
the Interested Shareholder.
Section 7. Sale of assets. No substantial asset of the corporation
shall be sold unless the terms of such sale shall have been approved in advance
by at least two-thirds of the full Board of Directors of the corporation. For
purposes of this Section, "substantial asset" shall mean and be limited to any
asset the value of which, as reflected on the balance sheet of the corporation,
exceeds one-fourth of the total value of all assets of the corporation as
reflected on the balance sheet of the corporation.
ARTICLE IX
AMENDMENTS
Section 1. Power to Amend. The Board of Directors shall have the power
to amend, repeal or adopt by-laws at any regular or special meeting of the
Board. No such amendment, repeal or adoption of a bylaw provision shall be
effective unless it shall have been consented to by two-thirds of the full Board
of Directors. However, any by-law adopted by the Board may be amended
8
<PAGE>
or repealed by vote of the holders of shares entitled at the time to vote for
the election of directors.
Section 2. Amendment Affecting Election of Directors; Notice. If any
by-law is adopted, amended or repealed by the Board, there shall be set forth in
the notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with a concise statement of the
changes made. Any notice of meeting of directors or shareholders at which
by-laws are to be adopted, amended or repealed shall include notice of such
proposed action.
9
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at June 30, 1997 (unaudited) and the Consolidated
Statement of Operation for the Six Months Ended June 30, 1997 (unaudited) and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 10,896,609
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 75,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 25,901,886
<INVESTMENTS-CARRYING> 16,334,249
<INVESTMENTS-MARKET> 16,301,135
<LOANS> 130,468,831
<ALLOWANCE> 1,847,433
<TOTAL-ASSETS> 185,569,426
<DEPOSITS> 161,178,455
<SHORT-TERM> 6,247,090
<LIABILITIES-OTHER> 713,946
<LONG-TERM> 1,080,000
0
0
<COMMON> 13,674,811
<OTHER-SE> 1,073,029
<TOTAL-LIABILITIES-AND-EQUITY> 185,569,426
<INTEREST-LOAN> 5,563,297
<INTEREST-INVEST> 1,195,600
<INTEREST-OTHER> 72,476
<INTEREST-TOTAL> 6,831,373
<INTEREST-DEPOSIT> 2,923,631
<INTEREST-EXPENSE> 3,083,203
<INTEREST-INCOME-NET> 3,748,170
<LOAN-LOSSES> 105,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,968,995
<INCOME-PRETAX> 1,683,220
<INCOME-PRE-EXTRAORDINARY> 1,045,152
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,045,152
<EPS-PRIMARY> .65
<EPS-DILUTED> .64
<YIELD-ACTUAL> 4.60
<LOANS-NON> 87,308
<LOANS-PAST> 41,669
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,802,402
<CHARGE-OFFS> 83,752
<RECOVERIES> 23,783
<ALLOWANCE-CLOSE> 1,847,433
<ALLOWANCE-DOMESTIC> 1,685,450
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 161,983
</TABLE>
