SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended Commission file Number
June 30, 1997 33-78602
PEOPLES BANCORPORATION, INC.
(Exact name of small business issuer as specified in its charter
South Carolina 57-09581843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1800 East Main Street, Easley, South Carolina 29640
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (864) 859-2265
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 ____________
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Common Stock $3.33 Par Value 803,071
Class Outstanding as of July 24, 1997
Transitional Small Business Disclosure Format:
Yes __________ No _____X______
CONSOLIDATED BALANCE SHEETS
PEOPLES BANCORPORATION, INC. AND SUBSIDIARY
June 30, December 31,
1997 1996 1996
--ASSETS-- --UNAUDITED-- --AUDITED--
CASH AND DUE FROM BANKS $ 2,759,044 $ 3,990,258 $ 2,626,956
FEDERAL FUNDS SOLD 2,490,000 1,300,000 9,700,000
SECURITIES
Available for sale 18,883,702 15,817,412 15,774,248
Held for investment (market 3,857,861 2,554,309 3,312,304
value of$3,918,359 in 1997
$2,554,146 and $3,348,651 in 1996)
LOANS - less allowance for loan 73,572,029 59,668,181 65,403,945
losses of $847,924, $652,140
and $760,679
PREMISES AND EQUIPMENT, net of 1,858,546 1,9135690 1,858,429
accumulated depreciation and
amortization
ACCRUED INTEREST RECEIVABLE 810,315 730,120 728,931
OTHER ASSETS 1,693,064 426,655 318,577
TOTAL ASSETS $105,924,541 $86,400,504 $99,723,390
--LIABILITIES
DEPOSITS:
Noninterest-bearing $ 10,305,480 $11,557,006 $10,083,028
Interest-bearing 76,120,095 61,008,381 70,121,355
Total deposits 86,425,575 72,565,387 80,204,383
SECURITIES SOLD UNDER REPURCHASE
AGREEMENTS 3,258,276 4,610,996 3,926,891
FEDERAL FUNDS PURCHASED 0 0 1,000,000
NOTES PAYABLE FEDERAL HOME
LOAN BANK 6,500,000 581,633 5,397,959
ACCRUED INTEREST PAYABLE 670,678 610,046 675,596
OTHER LIABILITIES 76,471 236,087 159,896
TOTAL LIABILITIES 96,931,000 78,527,958 91,345,397
SHAREHOLDER'S EQUITY
Common Stock - 5,000,000 shares
authorized $3.33 par value per
share; 803,071, 760,935 and
800,071 shares outstanding 2,674,226 2,533,914 2,664,237
Additional paid-in capital 4,248,008 3,705,207 4,232,918
Retained earnings 2,112,290 1,506,102 1,716,843
Unrealized gain(loss) on securities
available for sale (40,983) (86,418) (25,264)
TOTAL CAPITAL 8,993,541 7,872,546 8,377,993
TOTAL LIABILITIES & CAPITAL $105,924,541 $86,400,504 $99,723,390
CONSOLIDATED STATEMENTS OF INCOME
PEOPLES BANCORPORATION, INC. AND SUBSIDIARY
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
INTEREST INCOME
Interest and fees on loans $1,725,564 $1,606,831 $3,332,395 $2,811,915
Interest on securities
Taxable 299,088 227,121 575,219 459,261
Tax-exempt 60,336 51,852 119,815 102,251
Interest on federal funds 33,027 40,098 84,920 97,878
Total interest income 2,118,015 1,743,652 4,112,349 3,471,305
INTEREST EXPENSE
Interest on deposits 855,334 712,025 1,642,207 1,448,450
Interest on federal funds
purchased and securities
solder under repurchase
agreements 32,178 35,421 72,919 74,711
Interest on notes payable
to Federal Home Loan Bank 92,230 8,598 171,175 18,347
Total interest expense 979,742 756,044 1,886,301 1,541,508
Net interest income 1,138,273 987,608 2,226,048 1,929,797
PROVISION FOR LOAN LOSSES 54,700 64,000 101,440 15,440
Net interest income after
provision for loan losses 1,083,573 923,608 2,124,608 1,843,797
NON-INTEREST INCOME
Service fees and other income 168,358 137,194 361,533 294,986
Gain (loss) on sale of
securities available for sale 2,740 (5,658) 2,740 (1,836)
171,098 131,536 364,273 293,150
OTHER EXPENSES
Salaries and benefits 417,923 389,679 833,738 777,325
Occupancy 38,842 39,282 80,144 84,538
Equipment 60,933 56,444 125,486 120,195
Other operating expenses 207,316 188,648 401,817 359,174
725,014 674,053 1,441,185 1,341,232
Income before income taxes 529,657 381,091 1,047,696 795,715
PROVISION FOR INCOME TAXES 174,800 123,850 345,750 258,600
Net Income $ 354,857 $ 257,241 $ 701,946 $ 537,115
Income per Common Share $ 0.44 $ 0.31 $ 0.70 $ 0.66
PEOPLES BANCORPORATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 701,946 $ 537,115
Adjustments to reconcile net income to
net cash provided by operating activities
Loss(gain) on sales of securities (2,740) 1,836
Provision for loan losses 101,440 86,000
Depreciation and amortization 60,661 89,644
Amortization and accretions (net) of
premiums and discounts on securities 29,321 26,878
(Increase) decrease in accrued interest
receivable (81,384) 12,313
Increase in other assets (1,374,487) (80,753)
Increase (decrease) in accrued interest
payable (4,918) 9,126
Increase (decrease) in other liabilities 91,797 (31,929)
Net cash provided by operating activities (478,364) 650,230
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities held for investment (550,420) (300 746)
Purchases of securities available for sale (8,745,581) (7,440,575)
Proceeds from the maturity of securities
available for sale 3,050,000 5,290,000
Proceeds from the sale of securities
available for sale 2,250,547 2,358,646
Net increase in loans (8,168,084) (3,332,319)
Proceeds from sale of property 39,000 3,000
Purchase of premises and equipment (58,539) (28,769)
Net cash used by investing activities (12,183,077) (3,450,763)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 6,221,192 1,391,962
Net increase (decrease) in securities sold
under repurchase agreements (668,615) 948,621
Net increase (decrease) in notes payable
to Federal Home Loan Bank 102,041 (243,673)
Proceeds from stock options exercised 25,080 53,491
Cash dividend (96,189) (83,410)
Net cash (used) provided by financing
activities 5,583,509 2,066,991
Net decrease in cash and cash equivalents (7,077,932) (733,542)
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 12,326,956 6,023,800
CASH AND CASH EQUIVALENTS, END OF PERIOD $5,249,024 $5,290,258
CASH PAID FOR
Interest $1,726,129 $1,543,145
Income Taxes $ 255,400 $ 424,298
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
PEOPLES BANCORPORATION, INC. AND SUBSIDIARY
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of these policies is included in the 1996 Annual Report
to Shareholders.
SECURITIES
The change in the net unrealized loss on securities available for
sale for the six months ended June 30, 1997 was $62,083 which was an
increase of $23,819 from the $38,264 net unrealized loss at December
31, 1996.
STATEMENTS OF CASH FLOWS
Cash includes currency and coin, cash items in process of
collection and amounts due from banks.
COMMON STOCK
The Board of Directors declared two cash dividends of $0.06 per
common share to shareholders of record as of March 20, 1997 and June 19,
1997, payable March 31, 1997 and June 30, 1997, respectively. Dividends
are not cumulative.
Primary earnings per share amounts are computed based on the
weighted average number of shares outstanding plus the shares that
would be outstanding assuming the exercise of dilutive stock options,
all of which are considered to be common stock equivalents. The number
of shares that would be issued from the exercise of stock options has
been reduced by the number of shares that could have been purchased
from the proceeds at the average market price of the Company's stock.
NONPERFORMING LOANS
As of June 30, 1997, there were twelve nonaccrual loans totalling
$408,320 and there was one loan 90 days past due or more as to
principal or interest payments totalling $89,719.
MANAGEMENT'S OPINION
In the opinion of management, the accompanying unaudited financial
statements of Peoples Bancorporation, Inc. contain all adjustments
necessary to fairly present the financial results of the interim
periods presented. The results of operations for any interim period is
not necessarily indicative of the results to be expected for an entire
year.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Overview
Peoples Bancorporation, Inc. (the "Company"), headquartered in
Easley, South Carolina, was incorporated on March 6, 1992 for the
primary purpose of effecting the reorganization of The Peoples National
Bank (the "Bank") into a bank holding company structure which
reorganization resulted in ownership by the Company of 100% of the
issued and outstanding shares of common stock of the Bank.
The Bank, a nationally chartered financial institution, operates
three offices, in Easley, Pickens and Powdersville, South Carolina.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Earnings Review
The Company's net income for the second quarter of 1997 was
$354,857, an 37.95% increase compared to $257,241 for the same period
in 1996. Earnings per share increased to $0.44 in the second quarter of
1997 compared to $0.31 per share for the same period in 1996. Net income
for the six months ended June 30, 1997 was $701,945 or $.87 per share
compared to $537,115 or $0.66 per share for the same period in 1996.
Increases in earning assets without corresponding overhead growth, plus
goodgrowth in noninterest income are the primary reasons for the growth
innet income and earnings per common share.
Return on average equity for the six months and three months ended
June 30, 1997 were 16.03% and 16.20% compared to 13.73% and 11.79% for the
same period in 1996. Return on average assets for the six months ended
June 30, 1997 was 1.37% compared to 1.25% for the same period in 1996.
For the second quarter of 1997, return on average assets was 1.38%,
compared to 1.20% for the same period in 1996.
The largest component of the Company's net income is net interest
income. Net interest income, which is the difference between the
interest earned on assets and the interest paid for the liabilities
used to fund those assets, measures the gross profit from lending and
investing activities and is the primary contributor to the Company's
earnings. Net interest income before provision for loan losses for the
second quarter of 1997 increased $150,665 or 15.26% over the second
quarter of 1996. Net interest income after provision for loan losses
for the six months ended June 30, 1997 increased $159,965 or 17.32%
over the first second quarter of 1996. This represents a 4.47% net
interest margin (net interest income divided by average earning assets)
on average earning assets of $99,651,500. For this same period in
1996, the net interest margin was 4.58% on average earning assets of
$80,551,000. This slight decrease in interest margin resulted primarily
from higher funding costs.
Noninterest Income
Noninterest income, excluding securities transactions, increased
$31,164 or 22.72% for the second quarter of 1997 as compared to the same
period of 1996. For the first six months of 1997 noninterest income,
excluding securities transactions, increased $66,547 or 22.56% as compared
to the same period of 1996. Gain on sale of fixed assets in the amount
of $22,910, increased mortgage loan fees of $18,040 and increased deposit
service charges of $19,512 are the main contributors to increased
noninterest income. The Company realized a $2,740 gain on the sale of
available for sale securities during the second quarter of 1997, compared
to a $5,658 loss on the sale of available for sale securities in the
second quarter of 1996.
Noninterest Expense
Noninterest expense increased $50,951 or 7.56% for the second
quarter of 1997 over the second quarter of 1996. For the first six months
of 1997 noninterest expense increased $99,953, or 7.45% compared to the
same period in 1996. Personnel costs increased $56,413, or 7.26% due to
normal salary increases and increased matching contributions to the
Company's 401-k program. Occupancy and equipment expense increased $897,
or 0.44% for the second quarter of 1997, due primarily to an increase
in purchased equipment. During the third quarter of 1996, the Bank began
paying all closing costs on equity lines, which increased $12,185, or
236.96% compared to the same period in 1996.
Provision for Loan Losses
The amount charged to the provision for loan losses by the Company
is based on management's judgement as to the amount required to
maintain an allowance adequate to provide for potential losses in the
Company's loan portfolio.
The provision for loan losses charged to operations during the
six months ended June 30, 1997 was $101,440 compared to $86,000 for
this same period in 1996. This increase is due primarily to the
$14,099,362 or 23.37% increase in outstanding loans since June 30,
1996. Management considers this reserve to be adequate based upon
evaluations of specific loans and weighing of various loan categories
as suggested by the Bank's internal loan rating system.
BALANCE SHEET REVIEW
Loans
Outstanding loans represent the largest component of earning
assets at 73.83% of total earning assets. As of June 30, 1997, the
Company had total loans outstanding of $74,419,954. Loans increased
$14,099,362 or 23.37% from $60,320,591 at June 30, 1996, and increased
$8,255,330 or 12.48%, from $66,164,624 at December 31, 1996. For the
first six months of 1997, the Company's loans averaged $70,634,000,
compared with $58,339,700 for the same period of 1996. This increase
resulted primarily from internal growth.
The interest rates charged on loans vary with the degree of risk,
maturity and amount of the loan. Competitive pressures, money market
rates, availability of funds, and government regulations also influence
interest rates. The yield on the Company's loans as of June 30, 1997
was 9.30%, compared to 9.38% at June 30, 1996 and 9.18% at December 31,
1996. Approximately 40% of the Bank's loans are tied to prime, the prime
rate increase at the end of the March, 1997 helped the loan portfolio
yield. Another influence is the Bank's equity lines, which are priced
at the prime rate. Equity lines increased 71.17% during the last six
months of 1996.
The Company's loan portfolio consists principally of residential
mortgage loans, commercial loans, and consumer loans. Substantially
all of these loans are located in South Carolina and are concentrated
in the Company's market areas. The Company has no foreign loans or
loans for highly leveraged transactions.
Allowance for Loan Losses
The allowance for loan losses at June 30, 1997 was $847,924, or
1.14% of loans outstanding compared to $652,140 or 1.08% of loans
outstanding at June 30, 1996, and $760,679, or 1.15% at year end
December 31, 1996. The allowance for loan losses is based upon
management's continuing evaluation of the collectibility of past due
loans based on the historical loan loss experienced by the Bank,
current economic conditions affecting the ability of borrowers to
repay, the volume of loans, the quality of collateral securing non-
performing and problem loans, and other factors deserving recognition.
At June 30, 1997, the Company had $408,320 in non-accruing loans,
no restructured loans and one loan greater than ninety days past due on
which interest was still being accrued in the amount of $89,719. This
compares with $283,585 in non-accruing and restructured loans and no
loans greater than ninety days past due on which interest was still being
accrued at June 30, 1996. At December 31, 1996, there were $397,530 in
non-accruing and no restructured loans and one loan, in the amount of
$123,366, greater than ninety days past due on which interest was still
being accrued. Nonperforming assets as a percentage of loans and other
real estate owned were 0.70% and 0.47% at June 30, 1997 and 1996,
respectively.
Net charge-offs during the first six months of 1997 were $14,194,
which represents 0.02% of average loans, compared to net charge-offs of
$103,523 or 0.18% of average loans at June 30, 1996, and $169,065 or
0.28% of average loans, at December 31, 1996. The allowance for loan
losses as a percentage of nonperforming loans was 162% and 203% as of
June 30, 1997 and 1996, respectively.
The Company accounts for impaired loans in accordance with the
provisions of Statement of Financial Accounting Standards ("SFAS") 114,
Accounting by Creditors for Impairment of a Loan. SFAS No. 114, as
amended by SFAS No. 118, requires that impaired loans be measured based
on the present value of expected future cash flows or the underlying
collateral values as defined in the pronouncement. The Company
includes the provisions of SFAS NO. 114, if any, in the allowance for
loan losses. When the ultimate collectibility of an impaired loan's
principal is in doubt, wholly or partially, all cash receipts are
applied to principal. When this doubt does not exist, cash receipts
are applied under the contractual terms of the loan agreement first to
principal then to interest income. Once the recorded principal balance
has been reduced to zero, future cash receipts are applied to interest
income, to the extent that any interest has been foregone. Further
cash receipts are recorded as recoveries on any amounts previously
charged off. As of June 30, 1997 the Company had no impaired loans
and $283,585 in impaired loans at June 30, 1996, on which no interest
income was recognized.
Securities
Investment securities constituted 26.17% and 24.72% of earning
assets as of June 30, 1997 and 1996, respectively. At June 30, 1997,
securities totaled $22,741,563, up $4,369,842 from $18,371,721 invested
as of June 30, 1996 and up $3,655,011 from December 31,1996's balance of
$19,086,552. The yield on investment securities increased from 6.03% at
June 30, 1996 and decreased from 6.18% at December 31, 1996 to 6.07% at
June 30, 1997, principally due to lower yields on new investments. The
Company has shortened the average maturity of its investment portfolio
which provides liquidity and flexibility in a changing interest rate
environment.
At June 30, 1997, the Company's total investment portfolio had a
book value of $22,803,646 and a market value of $22,802,061 for an
unrealized net loss of $62,083. Securities averaged $22,767,700 for
the first six months of 1997, 2.50% above the first six months 1996
average of $22,211,370.
The Company uses its investment portfolio to provide liquidity for
unexpected deposit liquidation or loan generation, to meet the
Company's interest rate sensitivity goals and to generate income. The
Company emphasizes safety in its selection of investment securities.
Accordingly, the investment portfolio is limited to securities of the
United States government or its agencies, mortgage backed securities
and investment grade state and municipal securities. The Company does
not invest in corporate bonds nor does it hold any trade securities.
Deposits
The Bank's primary source of funds for loans and investments is its
deposits. Deposits grew 19.10% to $86,425,575 at June 30, 1997 from
$72,565,387 at June 30, 1996. At December 31, 1996, deposits totaled
$80,204,383. This increase resulted principally from account
promotions. Competition for deposit accounts is primarily based on the
interest rates paid, location convenience and services offered.
During the six three months of 1997, interest-bearing deposits
averaged $72,079,700 compared to $61,821,000 for the same period in
1996, and $63,704,000 for the twelve months ending December 31, 1996.
The average interest rates were 4.67% and 4.50% at June 30, 1997 and
1996, respectively. In pricing deposits, the Company considers its
liquidity needs, the direction and levels of interest rates and local
market conditions. As of June 30, 1997, interest-bearing deposits
comprised 88.08% of total deposits.
The Company's core deposit base consists of consumer time
deposits, savings, NOW accounts, money market accounts and checking
accounts. Although such core deposits are becoming increasingly
interest sensitive for both the Company and the industry as a whole,
such core deposits continue to provide the Company with a large and
stable source of funds. Core deposits as a percentage of total
deposits averaged approximately 92% for the six months ended June
30, 1997. The Company closely monitors its reliance on certificates
greater than $100,000, which are generally considered less stable and
less reliable than core deposits.
Liquidity and Capital Resources
Liquidity management entails meeting the cash flow requirements of
the Company. The primary cash flow requirements include withdrawals of
deposits, extensions of credit, payment of operating expenses and
repayment of purchased funds. The Company's principal sources of funds
for liquidity purposes are customer deposits, principal and interest
payments on loans, maturities and sale of debt securities, temporary
investments and earnings.
The Company monitors and controls the mix and maturities of its
assets and liabilities through asset/liability management. The
essential purposes of asset/liability management are (i) to ensure
adequate liquidity to fund demands from depositors and borrowers and
(ii) to maintain an appropriate balance between interest sensitive
assets and liabilities. Interest sensitive assets and liabilities are
those that are subject to repricing in the near term, including both
floating rate instruments and those with approaching maturities. The
objective of interest sensitivity management is to maintain reasonably
stable growth in net interest income despite changes in market interest
rates by maintaining the proper mix of interest sensitive assets and
liabilities. Over the past several years, the environment in which
financial institutions operate has been characterized by volatile
interest rates and greater reliance on market-sensitive deposits,
increasing both the importance and the difficulty of interest
sensitivity management. Throughout this period, management has sought
to maintain a general equilibrium between interest sensitive assets and
liabilities in order to insulate net interest income from significant
adverse changes in market rates.
The Company routinely reviews its interest sensitivity gap, or the
difference between total interest sensitive assets and liabilities for
a static time period. While the static gap is a widely-used measure of
interest-sensitivity, it is not, in management's opinion, a true
indicator of the Company's interest rate sensitive position.
Consequently, the Company also uses an asset/liability simulation model
which quantifies balance sheet and earnings variations under different
interest rate environments, to measure and manage interest rate risk.
The Company plans to meet its future cash needs through the
liquidation of temporary investments, maturities of loans and
investment securities, and generation of deposits. By increasing the
rates paid on deposits, the Company would be able to raise deposits as
needed. In addition, the Bank maintains lines of credit from unrelated
banks in the amount of $2,500,000 and is able to borrow from the
Federal Home Loan Bank ("FHLB"). At June 30, 1997, unused borrowing
capacity from the FHLB totaled approximately $9.5 million. In 1996, the
Company modified its funding strategy to rely more on advances from the
FHLB because Management determined that, due to increased competition
for deposits, the marginal cost of borrowing from the FHLB is lower
that the margin cost of raising deposits. At June 30, 1997, FHLB
advances totaled $6,500,000, compared to $581,633 at June 30, 1996 and
$5,397,959 at December 31, 1996.
Capital Adequacy
Federal banking regulators have established certain capital
adequacy standards required to be maintained by banks and bank holding
companies. At June 30, 1997, the Company and Peoples National Bank
were in compliance with each of the applicable capital requirements and
exceeded the "well capitalized" regulatory guidelines. The following
table sets forth the capital ratios for the Company and Peoples
National Bank as of June 30, 1997:
CAPITAL RATIOS
(Amounts in Thousands) Well Adequately
Capitalized Capitalized
Requirement Requirement
Actual Minimum Minimum
Amount Ratio Amount Ratio Amount Ratio
Company:
Total Risk-based Capital $9,873 13.12% $7,525 10.00% $6,020 8.00%
Tier 1 Risk-based Capital 9,025 11.99% 4,516 6.00% 3,011 4.00%
Leverage Ratio 9,025 8.70% 5,187 5.00% 4,149 4.00%
Peoples National Bank:
Total Risk-based Capital $9,060 12.20% $7,429 10.00% $5,943 8.00%
Tier 1 Risk-based Capital 8,212 11.05% 4,459 6.00% 2,973 4.00%
Leverage Ratio 8,212 8.62% 4,937 5.00% 3,950 4.00%
EFFECTS OF REGULATORY ACTION
The management of the Company and the Bank are not aware of any
current recommendations by the regulatory authorities which, if they
were to be implemented, would have a material effect on liquidity,
capital resources, or operations.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. No exhibits are required be
filed with this report.
(b) Reports on Form 8-K. No report on Form 8-K
was filed during the quarter ended June 30,
1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PEOPLES BANCORPORATION, INC.
Dated: August 8, 1997 By:__/s/_Robert E. Dye________________
Robert E. Dye
President and Chairman of the Board
Dated: August 8, 1997 By:__/s/_R. Riggie Ridgeway___________
R. Riggie Ridgeway
Secretary and Treasurer
(principal financial officer)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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