<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _____________ to ____________
Commission file number 0-18488
FIRST CHEROKEE BANCSHARES, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1807887
------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9860 Highway 92, Woodstock, Georgia 30188
-----------------------------------------
(Address of principal executive offices)
770-591-9000
------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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.
X Yes No
- - -
The number of shares outstanding of registrant's common stock par value $1.00
per share at March 31, 1997 was 582,304 shares.
<PAGE>
First Cherokee Bancshares, Inc.
Quarterly Report on Form 10-QSB
For the Quarter Ended March 31, 1997
Index
-----
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
Consolidated Financial Statements (unaudited)
Consolidated Balance Sheet at March 31, 1997 2
Consolidated Statements of Earnings (unaudited)
for the three months ended March 31, 1997 and 1996 3
Consolidated Statements of Cash Flows (unaudited)
for the three months ended March 31, 1997 and 1996 4
Notes to Consolidated Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis of Financial Condition 6
and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Item 7. Signatures 12
</TABLE>
1
<PAGE>
First Cherokee Bancshares, Inc.
Consolidated Balance Sheet
March 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Assets
------
<S> <C>
Cash & due from banks, including $7,167,824
bearing interest $9,863,748
Federal funds sold 280,000
-------
Total cash & cash equivalents 10,143,748
Investment securities available for sale,
at fair value 650,978
Loans, less allowance for loan losses
of $899,495 63,187,559
Premises and equipment, net 2,412,819
Accrued interest receivable and other assets 6,830,670
---------
Total Assets $83,225,774
===========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits:
Interest-bearing deposits $65,820,467
Noninterest-bearing deposits 9,558,782
---------
Total deposits 75,379,249
Accrued interest payable and other liabilities 856,579
-------
Total Liabilities 76,235,828
----------
Stockholders' Equity:
Common stock ($1 par value; 10,000,000
shares authorized, 591,544 shares issued) 591,544
Additional paid-in-capital 5,273,257
Retained earnings 1,210,624
Treasury Stock (9,240 shares acquired
at cost) (84,000)
Unrealized gains on available for
sale securities, net of tax effect (1,479)
-------
Total Stockholders' Equity 6,989,946
---------
Total Liabilities and Stockholders' Equity $83,225,774
===========
</TABLE>
See notes to consolidated financial statements
2
<PAGE>
First Cherokee Bancshares, Inc.
Consolidated Statements of Earnings
For the three months ended March 31,
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Interest income:
Interest and fees on loans $1,618,942 $1,441,280
Interest on investment securities 13,774 21,541
Interest on federal funds sold/overnight funds 61,257 186,939
------ -------
Total interest income 1,693,973 1,649,760
Interest expense on deposits 851,079 961,950
------- -------
Net interest income 842,894 687,810
Provision for loan losses 72,335 39,997
------ ------
Net interest income after provision
for loan losses 770,559 647,813
------- -------
Other income:
Gain on sale of investment securities 0 0
Gain on sales of loans 177,334 411,253
Service charges on deposit accounts
and other income 221,314 132,678
------- -------
Total other income 398,648 543,931
------- -------
Other expense:
Salaries and employee benefits 485,011 491,356
Occupancy 120,514 135,170
Other operating expense 322,775 277,719
------- -------
Total other expense 928,300 904,245
------- -------
Gain (Loss) on Sale of Other Assets 294 0
------- -------
Earnings before income taxes 241,201 287,499
Income Taxes 91,115 109,000
------ -------
Net earnings $150,086 $178,499
======== ========
Net earnings per share (Note 2):
Primary $.23 $0.31
==== =====
Fully diluted $.23 $0.30
==== =====
Weighted average number of shares and equivalents:
Primary 659,024 662,324
======= =======
Fully diluted 659,024 662,324
======= =======
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
First Cherokee Bancshares, Inc.
Consolidated Statements of Cash Flows
For the three months ended March 31,
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $150,086 $178,499
Adjustments to reconcile net earnings to net cash
provided (used) in operating activities:
Depreciation, amortization and accretion 41,226 34,355
Provision for loan losses 72,335 39,997
Securities gains 0 0
Change in accrued interest payable and
other liabilities 210,082 (2,077)
Change in accrued interest receivable and
other assets (2,275,215) (568,746)
----------- ---------
Total adjustments (1,951,572) (496,471)
----------- ---------
Net Cash used by operating activities (1,801,486) (317,972)
----------- ---------
Cash flows from investing activities:
Purchases of investment securities 0 0
Proceeds from sale of investment securities 0 0
Proceeds from maturities and calls of investment
securities available for sale 145,034 (487,878)
Net change in loans (1,406,559) 2,454,449
Purchases of premises and equipment (436,546) (63,623)
--------- --------
Net Cash (used) provided by investing activities (1,698,071) 1,902,948
----------- ---------
Cash flows from financing activities:
Net change in deposits 6,982,131 467,125
Proceeds from exercise of stock warrants 277,300 0
------- -
Net Cash provided by financing activities 7,259,431 467,125
--------- -------
Net change in cash and cash equivalents 3,759,874 2,052,101
Beginning cash and cash equivalents 6,383,874 19,904,560
--------- ----------
Ending cash and cash equivalents $10,143,748 $21,956,661
=========== ===========
Noncash investing activities:
Change in unrealized gain on securities available
for sale, net of tax effect $(6,023) $1,372
Supplemental disclosure of cash flow information:
Interest Paid $859,591 $864,635
Income Taxes Paid $50,000 $0
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
FIRST CHEROKEE BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1997
NOTE (1) - BASIS OF PRESENTATION
- --------------------------------
The consolidated financial statements include the accounts of First Cherokee
Bancshares, Inc. (the "Company") and its wholly-owned subsidiary, First National
Bank of Cherokee (the "Bank"). All significant accounts have been eliminated in
consolidation. Certain prior period amounts have been reclassified to conform
with current year presentation.
The accompanying unaudited interim consolidated financial statements reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the Company's financial position as of March 31, 1997, and the results of its
operations and its cash flows for the three-month period then ended. All such
adjustments are normal and recurring in nature. The financial statements
included herein should be read in conjunction with the consolidated financial
statements and the notes thereto and the report of independent accountants
included in the Company's 1996 Annual Report on Form 10-KSB.
NOTE (2) - NET EARNINGS PER SHARE
- ---------------------------------
Net earnings per share are based on the weighted average number of shares
outstanding during each year including consideration of stock options and stock
warrants, which represent common stock equivalents. It is assumed that all
dilutive common stock equivalents are exercised at the beginning of the year and
that the proceeds are used to purchase shares of the Company's common stock. The
average market price during each period is used to compute equivalent shares
assumed to be acquired for primary earnings per share, whereas period end prices
are used for fully diluted per share amounts. The resulting difference in the
calculation of primary and fully diluted earnings per share is due to the
application of the modified treasury stock method, which is applied in instances
in which dilutive common stock equivalents exceed 20% of the outstanding common
stock.
NOTE (3) - RECENT ACCOUNTING PRONOUNCEMENTS
- -------------------------------------------
During 1997, the Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). SFAS
128 simplifies current standards by eliminating the presentation of primary EPS
and requiring the presentation of basic earnings per share (EPS), which includes
no potential common shares and thus no dilution. The Statement also requires
entities with complex capital structures to present basic and diluted EPS on the
face of the income statement and also eliminates the modified treasury stock
method of computing potential common shares. The Statement is effective for
financial statements issued for periods ending after December 15, 1997. Early
application is not permitted. Upon adoption, restatement of all prior-period EPS
data presented is required. Based upon the current capital structure of the
Company, this Statement should have no effect on the present EPS calculation.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997
The following narrative should be read in conjunction with the Company's
consolidated financial statements and the notes thereto.
FINANCIAL CONDITION
- -------------------
Total assets as of March 31, 1997 were $83.2 million compared to $83.5 million
as of March 31, 1996. Assets of the Company increased $7.6 million during the
first quarter of 1997 as compared to a decrease of $7.1 million during the
fourth quarter of 1996. During the fourth quarter of 1996, the Bank had
intentionally allowed certain institutional certificates of deposit mature and
roll-off in an effort to improve cost of funds. The increase during the first
quarter of 1997 was primarily due to normal growth.
The Company's first quarter earnings were $150,086, representing earnings per
share of $.23. The average yield on earning assets for the first three months of
1997 increased to 9.82% as compared to 9.62% for the first three months of 1996.
The increase was primarily due to a lower level of nonperforming loans in 1997
than 1996. The average cost of funds on interest-bearing deposits decreased for
the first quarter of 1997 to 5.52%, as compared to 5.91% for the first quarter
of 1996. The improvement was primarily a result of the Bank's on-going effort to
restructure the deposit base from higher rate institutional certificates to core
deposits. Consequently, the net interest spread for the first quarter of 1997
increased to 4.30% compared to 3.71% for the first quarter of 1996. The net
interest spread is expected to continue to improve during the second quarter of
1997 and the remainder of the year as a result of increases in the Bank's prime
interest rate and decreases in the cost of funds as the mix of deposits
continues to change.
Loans increased from $51.7 million at March 31, 1996 to $61.9 million at
December 31, 1996, and $63.2 million at March 31, 1997. Management anticipates
loan production will continue to increase during the remainder of the year. The
following table presents major classifications of loans at March 31, 1997:
<TABLE>
<CAPTION>
% of
Total
Total Loan
Loans Portfolio
----- ---------
<S> <C> <C>
Commercial $ 11,026,612 17.21%
SBA - unguaranteed 14,343,892 22.38%
Real estate - mortgage 24,338,757 37.98%
Real estate - construction 10,106,973 15.77%
Installment and other consumer 4,270,820 6.66%
------------ ------
Total loans 64,087,054 100.00%
=======
Less: Allowance for loan losses (899,495)
------------
Total net loans $ 63,187,559
============
</TABLE>
6
<PAGE>
Net premises and equipment were $2.4 million at March 31, 1997 compared to $2.0
million at March 31, 1996. The increase was primarily due to the acquisition of
land in the amount of $400,000 for a future branch site. Other assets increased
from $5.7 million as of March 31, 1996 to $6.8 million as of March 31, 1997. The
increase was primarily attributable to an increase in SBA guarantees on sold SBA
loans not collected as of March 31, 1997.
Total deposits were $76.6 million at March 31, 1996 compared to $68.4 million at
December 31, 1996 and $75.4 million at March 31, 1997. As mentioned previously,
certain large rate-sensitive certificates of deposit have been allowed to mature
and roll-off in order to improve the mix of deposits and cost of funds during
1996. As of March 31, 1997, interest-bearing deposits and non interest-bearing
deposits were $65.8 million and $9.6 million respectively. As of March 31, 1996,
interest-bearing deposits and non interest-bearing deposits were $68.3 million
and $8.2 million respectively. While the increase during the first quarter of
1997 is attributable to normal growth, deposits are expected to increase during
the remainder of 1997 at a slower pace.
A provision of $72,335 was added to the Allowance for Loan and Lease Losses
("ALLL") during the first quarter of 1997. The provision is primarily
attributable to the increased level of loans at March 31, 1997 compared to March
31, 1996. Additionally, the Bank's goal is to increase the ratio of the ALLL to
total loans to approximately 1.50% by December 31, 1997. The allowance had a
balance of $899,495 at March 31, 1997, representing 1.40% of loans. Chargeoffs
were $43,912 while recoveries were $12,801, resulting in net chargeoffs of
$31,111 during the first quarter of 1997. Management believes this allowance is
adequate to cover possible loan losses. The following table presents the
activity in the ALLL for the first quarter of 1997. At March 31, 1997, the Bank
had three loans that required specific allocations totaling $199,482. The
remaining allowance, less any surplus in the allowance based on an internal
analysis, is attributed to the loan categories based on the relative percentage
of the particular category to total loans. Any surplus is considered
unallocated.
TABLE 1
<TABLE>
<CAPTION>
FIRST CHEROKEE BANCSHARES, INC.
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
<S> <C>
Balance, December 31, 1996 $858,271
Chargeoffs (43,912)
Recoveries 12,801
Provision for Loan Losses 72,335
--------
Balance, March 31, 1997 $899,495
========
</TABLE>
7
<PAGE>
NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS
- -------------------------------------------
At March 31, 1997, the Bank had four loans classified as nonaccrual totaling
$86,381. Two loans in the amount of $85,021 are secured by vehicles, equipment
or inventory while the remaining loans totaling $1,360 are unsecured. The
nonaccrual loans are either greater than ninety days delinquent as of March 31,
1997 or are classified as nonaccrual by management because the collection of
interest from the borrower is doubtful. A specific reserve of $62,421 has been
allocated on one nonaccrual loan secured by machinery and equipment in the
amount of $69,921. No material loss is anticipated on the other nonaccrual loans
so no additional specific reserves or writedowns are considered necessary at
this time. If interest income on the total nonaccrual loans had been accrued,
such income would have approximated $23,916 as of March 31, 1997. No interest
income was received on these loans during the first quarter of 1997. As of March
31, 1997, the Bank had three properties classified as Other Real Estate Owned,
totaling $1,379,369. Each property is currently under contract or in the
negotiation process. The ratio of loans past due 30 days or more to total loans
improved to 2.83% at March 31, 1997 compared to 4.07% at March 31, 1996. There
were three loans totaling approximately $42,000 past due greater than 90 days
that were on accrual status as of March 31, 1997 and two loans totaling
approximately $328,000 past due greater than 90 days as of March 31, 1996. These
loans were ultimately renewed or payment was received. There were no
restructured loans as of March 31, 1997 or March 31, 1996.
LIQUIDITY
- ---------
The Company's primary sources of funds are increases in deposits, loan
repayments, and sales and maturities of investments. Liquidity refers to the
ability of the Company to meet its cash flow requirements and fund its
commitments. The Company manages the levels, types, and maturities of earning
assets in relation to the sources available to fund current and future needs to
ensure that adequate funding will be available at all times. The Company
monitors its compliance with regulatory liquidity requirements and anticipates
that funding requirements will be satisfactorily met.
CAPITAL RESOURCES
- -----------------
At March 31, 1997, consolidated stockholders' equity was $6,989,946 or 8.40% of
total assets compared to $6,329,887 or 7.58% of total assets at March 31, 1996.
The Company's common stock had a book value of $12.00 per share at March 31,
1997 compared to a book value of $11.28 per share at March 31, 1996. In January
1997, 30,500 shares of stock were issued as a result of the exercise of certain
directors' warrants. At the end of the first quarter of 1996, the Company had
approximately 650 stockholders of record.
The Bank and the Company are subject to the capital requirements of the Office
of the Comptroller of the Currency ("OCC") and the Federal Reserve Bank (the
"FRB"). The OCC and FRB have adopted risk-based capital guidelines for all
national banks and holding companies, respectively. To be "adequately
capitalized," all national banks are expected to maintain a minimum ratio of
total capital (after deductions) to risk-weighted assets of 8% (of which at
least 4% must consist of Tier 1 Capital, as defined).
8
<PAGE>
The following table sets forth information with respect to the Bank's capital
ratios at March 31, 1997 and 1996 compared to minimum ratios required by
regulation. The Company's capital ratios are similar to those of the Bank and
exceed the minimum risk-weighted requirements of the FRB.
FIRST CHEROKEE BANCSHARES, INC.
CAPITAL CALCULATIONS
TABLE 2
- -------
<TABLE>
<CAPTION>
3/31/97 3/31/96
(Bank Only) (Bank Only)
--------------------------------------------------------------
Amount Amount
(in 000's) Ratio (in 000's) Ratio
---------- ----- ---------- -----
<S> <C> <C> <C> <C>
Risk-Based Capital Ratios:
Tier 1 Capital $6,151 9.45% $5,584 9.45%
Minimum requirement per
regulations 2,603 4.00% 2,362 4.00%
----- ----- ----- -----
Excess $3,548 5.45% $3,222 5.45%
====== ===== ====== =====
Tier 1 and Tier 2 Capital $6,972 10.71% $6,234 10.55%
Total Capital minimum
requirement per regulations 5,206 8.00% 4,724 8.00%
----- ----- ----- -----
Excess $1,766 2.71% $1,510 2.55%
====== ===== ====== =====
Leverage Ratios:
Tier 1 Capital $6,151 7.86% $5,584 7.01%
Minimum requirement per
regulations 3,131 4.00% 3,186 4.00%
----- ----- ----- -----
Excess $3,020 3.86% $2,398 3.01%
====== ===== ====== =====
</TABLE>
9
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
The Company recognized net earnings of $150,086 for the three months ended March
31, 1997. In comparison, net earnings for the three months ending March 31, 1996
were $178,499. Actual earnings for the first quarter of 1997 were within $32,000
or 18% of projections. The primary reason for the variance from the budget was
the reversal of approximately $50,000 in excess servicing fee income previously
recognized on an SBA loan that unexpectedly paid off during the first quarter of
1997.
Net interest income for the first three months of 1997 was $842,894 as compared
to $687,810 for the first three months of 1996. Total other income for the first
quarter of 1997 was $398,648 compared to $543,931 for the first quarter of 1996.
The annualized ratio of operating expenses to average assets has increased to
4.71% for the three months of 1997 from 4.53% for the first three months of
1996. The increase is primarily due to the ongoing costs, such as legal fees,
related to resolving problem assets. While management expects this ratio to
improve during the remainder of 1997, no assurance can be given that it will do
so.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits filed in accordance with Item 601 of Regulation S-B:
Exhibit 11 Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule (for SEC use only)
b. The Company has not filed any reports on Form 8-K during the
three months ended March 31, 1997.
Item 7. Signatures - attached
10
<PAGE>
Computation of Earnings Per Share
---------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
1997 1996
---- ----
<S> <C> <C>
Primary earnings per share
--------------------------
Earnings: Net earnings $ 150,086 $ 178,499
Excess proceeds invested in U.S.
government securities @ 5.50% 0 26,444
--------- ---------
Net earnings available to common stock $ 150,086 $ 204,943
--------- ---------
Shares: Weighted average number of common
shares outstanding 582,304 551,804
Additional shares assuming conversion of:
Stock warrants 165,850 196,350
Stock options 27,331 24,531
Less 20% limitation (116,461) (110,361)
--------- ---------
Average common shares and equivalents outstanding 659,024 662,324
--------- ---------
Primary earnings per share $ 0.23 $ 0.31
========= =========
Fully diluted earnings per share
--------------------------------
Earnings: Net earnings $ 150,086 $ 178,499
Excess proceeds invested in U.S.
government securities @ 5.50% 0 20,073
--------- ---------
Net earnings available to common stock $ 150,086 $ 198,572
--------- ---------
Shares: Weighted average number of common
shares outstanding 582,304 551,804
Additional shares assuming conversion of:
Stock warrants 165,850 196,350
Stock options 27,331 24,531
Less 20% limitation (116,461) (110,361)
--------- ---------
Average common shares and equivalents outstanding 659,024 662,324
--------- ---------
Fully diluted earnings per share $ 0.23 $ 0.30
========= =========
</TABLE>
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST CHEROKEE BANCSHARES, INC.
-------------------------------
(Registrant)
DATE: May 12, 1997 BY: /s/Carl C. Hames, Jr.
------------ ----------------------
Carl C. Hames, Jr.
President & CEO/Principal
Executive Officer
DATE: May 12, 1997 BY: /s/Kitty A. Kendrick
------------ ----------------------
Kitty A. Kendrick
Principal Financial Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,695,924
<INT-BEARING-DEPOSITS> 7,167,824
<FED-FUNDS-SOLD> 280,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 650,978
<INVESTMENTS-MARKET> 650,978
<LOANS> 63,187,559
<ALLOWANCE> 899,495
<TOTAL-ASSETS> 83,225,774
<DEPOSITS> 75,379,249
<SHORT-TERM> 0
<LIABILITIES-OTHER> 856,579
<LONG-TERM> 0
0
0
<COMMON> 591,544
<OTHER-SE> 6,398,402
<TOTAL-LIABILITIES-AND-EQUITY> 83,225,774
<INTEREST-LOAN> 1,618,942
<INTEREST-INVEST> 13,774
<INTEREST-OTHER> 61,257
<INTEREST-TOTAL> 1,693,973
<INTEREST-DEPOSIT> 851,079
<INTEREST-EXPENSE> 851,079
<INTEREST-INCOME-NET> 842,894
<LOAN-LOSSES> 72,335
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 928,300
<INCOME-PRETAX> 241,201
<INCOME-PRE-EXTRAORDINARY> 241,201
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 150,086
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
<YIELD-ACTUAL> 9.82
<LOANS-NON> 86,381
<LOANS-PAST> 1,830,064
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 858,271
<CHARGE-OFFS> 43,912
<RECOVERIES> 12,801
<ALLOWANCE-CLOSE> 899,495
<ALLOWANCE-DOMESTIC> 899,495
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
