<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1999
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- -----------------------
Commission file number 33-94050
VOLUNTEER BANCORP, INC.
(Exact name of small business issuer as specified in its charter)
TENNESSEE 62-1271025
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
210 EAST MAIN STREET, ROGERSVILLE, TENNESSEE 37879
(Address of principal executive offices)
(423) 272-2200
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 12, 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.
Yes X No
----- ------
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 539,027 AS OF MARCH 31,
1999.
Transitional Small Business Disclosure Format (check one);
Yes No X
----- ------
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REVIEW REPORT
To the Board of Directors
Volunteer Bancorp, Inc.
Rogersville, Tennessee
We have reviewed the accompanying condensed consolidated balance sheet of
Volunteer Bancorp, Inc. and subsidiary as of March 31, 1999 and 1998, and the
related condensed consolidated statement of earnings, condensed consolidated
statement of cash flows, and condensed consolidated statements of comprehensive
income for the three months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these condensed
consolidated financial statements is the representation of the management of
Volunteer Bancorp, Inc.
A review of interim financial statements consists primarily of inquiries of
company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with generally accepted
accounting standards, the objective of which is the expression of an opinion
regarding the condensed consolidated financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements in order
for them to be in conformity with generally accepted accounting principles.
April 26, 1999
1
<PAGE> 3
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
March 31, 1999 and 1998
(Unaudited- See Accountants' Review Report)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1999 1998
------ ---- ----
<S> <C> <C>
Cash and due from banks $ 2,323,277 $ 2,482,964
Federal fund sold 3,120,172 6,344,776
-----------------------------------
Total cash and cash equivalents 5,443,449 8,827,740
Investment securities available for sale (amortized
cost of $26,735,961 and $17,458,235, respectively) 26,641,584 17,546,510
Investment securities held to maturity (estimated
market value of $1,359,551 and $3,075,384) 1,358,594 3,079,420
Loans, less allowances for loan losses of $840,974
and $693,589, respectively 60,815,308 49,467,187
Accrued interest receivable 908,806 751,756
Premises and equipment, net 4,081,830 3,595,789
Deferred income taxes 79,971 20,522
Other real estate 51,923 60,917
Goodwill 180,438 198,321
Other assets 144,098 65,447
-----------------------------------
Total assets $ 99,706,001 $ 83,613,609
===================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 9,942,673 $ 8,028,054
Interest bearing 80,086,821 65,957,183
-----------------------------------
Total deposits 90,029,494 73,985,237
Note payable 2,790,000 3,045,000
Interest payable 710,143 664,304
Securities sold under repurchase agreements 1,655,888 1,790,341
Other accrued taxes, expenses and liabilities 218,411 195,363
-----------------------------------
Total liabilities 95,403,936 79,680,245
-----------------------------------
Stockholders' equity:
Common stock, $0.01 par value, 1,000,000 shares
authorized, 539,027 shares issued and outstanding 5,390 5,390
Additional paid-in capital 1,916,500 1,916,500
Retained earnings 2,438,689 1,956,744
Accumulated other comprehensive (loss) income (58,514) 54,730
-----------------------------------
Total stockholders' equity 4,302,065 3,933,364
-----------------------------------
Total liabilities and stockholders' equity $ 99,706,001 $ 83,613,609
===================================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE> 4
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Earnings
For The Three Months Ended March 31, 1999 and 1998
(Unaudited - See Accountants' Review Report)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Interest Income:
Interest and fees on loans $ 1,418,762 $ 1,188,013
Interest on federal funds 40,175 99,099
Interest on investment securities:
Taxable 359,984 295,489
Exempt from Federal income taxes 46,138 3,933
----------------------------------
Total interest income 1,865,059 1,586,534
----------------------------------
Interest Expense:
Interest on deposits 966,118 832,285
Other borrowed funds 71,973 84,693
----------------------------------
Total interest expense 1,038,091 916,978
----------------------------------
Net interest income 826,968 669,556
Provision for possible loan losses 60,000 60,000
----------------------------------
Net interest income after provision for possible loan losses 766,968 609,556
----------------------------------
Non-interest income:
Service charges on deposits 50,361 28,319
Other service charges and fees 22,455 17,955
Securities gains 28,624 12,035
Other non-interest income 10,602 6,153
----------------------------------
Total non-interest income 112,042 64,462
----------------------------------
Non-interest expense:
Salaries and employee benefits 354,790 310,794
Occupancy expense 52,982 40,506
Furniture and equipment expense 71,267 58,059
Other non-interest expense 192,440 161,103
----------------------------------
Total non-interest expense 671,479 570,462
----------------------------------
Income before income taxes 207,531 103,556
Income tax expense 66,515 43,547
----------------------------------
Net income $ 141,016 $ 60,009
==================================
Income per common share $ 0.26 0.11
==================================
Common shares outstanding 539,027 539,027
==================================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 5
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
For The Three Months Ended March 31, 1999 and 1998
(Unaudited - See Accountants' Review Report)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 141,016 $ 60,009
Adjustments to reconcile net income
to net cash provided by operating activities:
Deferred income taxes 56,996 (44,149)
Provision for possible loan losses 60,000 60,000
Provision for depreciation and amortization 61,748 60,725
FHLB stock dividends (4,600) --
(Gain) on securities (28,624) (12,035)
(Increase) decrease in interest receivable (3,569) 67,754
(Increase) decrease other assets (52,299) 21,315
(Decrease) increase in other liabilities (339,814) 74,607
-------------------------------------
Net cash (used) provided by operating activities (109,146) 288,226
-------------------------------------
Cash Flows from Investing Activities:
Purchase of investment securities held to maturity -- (1,994,316)
Proceeds from calls and maturity of held to maturity
securities 3,883 --
Purchase of investment securities available for sale (4,539,661) (4,419,674)
Proceeds from calls and maturity of investments available
for sale 1,675,000 3,998,582
Proceeds from sale of investments available for sale 2,045,025 --
Net (increase) in loans (2,661,263) (1,717,317)
Capital expenditures (22,257) (4,853)
-------------------------------------
Net cash (used) in investing activities (3,499,273) (4,137,578)
-------------------------------------
Cash Flows from Financing Activities:
Net increase in demand deposits, NOW accounts, IRA and
savings accounts 6,175,918 3,646,859
Net (decrease) increase in certificates of deposit (3,811,556) 1,250,989
Repayment of long-term debt (255,000) (220,000)
Net increase in securities sold under repurchase agreements 193,758 573,662
Dividends paid (53,903) --
-------------------------------------
Net cash provided by financing activities 2,249,217 5,251,510
-------------------------------------
Increase (decrease) in cash and cash equivalents (1,359,202) 1,402,158
Cash and cash equivalents beginning of period 6,802,651 7,425,582
-------------------------------------
Cash and cash equivalents end of period $ 5,443,449 8,827,740
=====================================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest $ 992,252 $ 973,516
=====================================
Income taxes $ 172,645 $ 49,984
=====================================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 6
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Comprehensive Income
For The Three Months Ended March 31, 1999 and 1998
(Unaudited - See Accountants' Review Report)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net income $ 141,016 $ 60,009
------------------------------
Other comprehensive income, before tax:
Unrealized (loss) gain on securities available for sale:
Unrealized holding (losses) gains arising during the period (270,752) 16,311
Less: reclassification adjustment for (gains)
included in net income (28,624) (12,035)
------------------------------
Other comprehensive (loss) income (299,376) 4,276
Income taxes related to other comprehensive (loss) income (113,763) 1,625
------------------------------
(185,613) 2,651
------------------------------
Total comprehensive income $ (44,597) $ 62,660
==============================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 7
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Three Months Ended March, 1999 and 1998
- --------------------------------------------------------------------------------
1. Management Opinion
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of Volunteer Bancorp, Inc. contain all
adjustments, consisting of only normal, recurring adjustments, necessary to
fairly present the financial results for 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. These interim financial
statements should be read in conjunction with the annual financial
statements and notes thereto.
2. Adoption of Recently Issued Statements of Financial Accounting Standards
(SFAS)
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." Statement No. 130 requires the reporting of
comprehensive income in addition to net income from operations.
Comprehensive income is a more inclusive financial reporting methodology
that includes disclosure of certain financial information that historically
has not been recognized in the calculation of net income. Prior periods
have been restated to conform to the presentation for the current period.
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets
and the Extinguishment of Liabilities," establishes, among other things,
new criteria for determining whether a transfer of financial assets for
cash or other considerations should be accounted for as a sale or as a
pledge of collateral in a secured borrowing. SFAS No. 125 also establishes
new accounting requirements for pledged collateral. As issued, SFAS No. 125
is generally effective for transactions occurring after December 31, 1996
and should be applied on a prospective basis. This statement supersedes
SFAS No. 122 and itself amends various previous pronouncements of the
Financial Accounting Standards Board. Adoption by the Company on January 1,
1997 did not have a material impact upon the Company's financial position
or results of operation.
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" is effective for fiscal quarters beginning after June 15, 1999
unless adopted earlier. This Statement establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair value. If
certain conditions are met, a derivative may be specifically designated as
(a) a hedge of the exposure to changes in the fair value of a recognized
asset or liability or an unrecognized firm commitment, (b) a hedge of the
exposure to variable cash flows of a forecasted transaction, or (C) a hedge
of the foreign currency exposure of a net investment in a foreign
operation, an unrecognized firm commitment, an available-for-sale security,
or a foreign-currency-denominated forecasted transaction. Adoption by the
Company is not expected to have any material impact upon financial position
or results of operations.
6
<PAGE> 8
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Condensed Consolidated Financial Statements
Three Months Ended March, 1999 and 1998
- --------------------------------------------------------------------------------
3. Long-term debt
The Company's long-term debt consists of a single note payable in the
amount of $2,790,000 and $3,045,000 at March 31. 1999 and 1998,
respectively, due an unaffiliated national bank. The interest rate on the
note adjusts quarterly and is equal to the three-months London Interbank
Offered Rate (Three Month LIBOR) plus 1.95% per annum or at the option of
the Company, the rate on the note is equal to the lender's index rate as
such rate changes from time to time. The Company may change interest rate
options at any time with prior notice to the lender. Interest is payable
quarterly. At March 31. 1999 the rate on the note was 6.92% per annum.
Principal is payable annually on January 31, as follows:
<TABLE>
<CAPTION>
January 31, Principal Due
----------- -------------
<S> <C>
2000 295,000
2001 325,000
2002 360,000
2003 395,000
2004 435,000
2005 470,000
2006 (Final Maturity) 510,000
--------------
$ 2,790,000
==============
</TABLE>
The loan is secured by all of the stock of Citizens Bank of East Tennessee
owned by the Company.
4. Contingencies
During the course of business, the Company makes various commitments and
incurs certain contingent liabilities that are not presented in the
accompanying balance sheet. The commitments and contingent liabilities may
include various guarantees, commitments to extend credit, standby letters
of credit, and litigation. In the opinion of management, no material
adverse effect on the financial position, liquidity or operating results of
the Company and its subsidiary is anticipated as a result of these items.
7
<PAGE> 9
VOLUNTEER BANCORP, INC. AND SUBSIDIARY
FINANCIAL HIGHLIGHTS
AS OF AND FOR THE THREE MONTHS ENDED
MARCH 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net earnings $141,016 $60,009
Per common share data:
Net earnings per common share $0.26 $0.11
Book value $7.98 $7.30
Ratios:
Return on average assets 0.14% 0.07%
Return on average common equity 3.24% 1.53%
Net interest margin (taxable equivalent basis) 3.71% 3.55%
Expense ratio 2.72% 2.79%
Allowance for loan losses/loans 1.36% 1.38%
Non-performing loans/loans 0.73% 0.41%
Non-performing assets/loans and foreclosed properties 0.81% 0.53%
Shareholders' equity/total assets 4.31% 4.70%
Leverage ratio (tangible capital/tangible assets) 4.24% 4.51%
</TABLE>
8
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
VOLUNTEER BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AS OF AND FOR THE THREE AND MONTHS ENDED MARCH 31, 1999 AND 1998
OPERATING RESULTS
The Company reported net income for the first quarter of $141,016, or $0.26 per
common share, compared to net income of $60,009, or $0.11 for the same period a
year ago. Our returns on average assets and average common equity were 0.14% and
3.24%, respectively, for the quarter compared to 0.07% and 1.53% for the same
period last year.
Net interest income for the first three months of 1999 increased $157,412 versus
the first three months of 1998 to $826,968. The increase is attributable to
growth in interest earning assets of 26.71%. Average loans grew 22.82% over the
first quarter of 1998. Total Company assets were $99,706,001 at March 31, 1999
compared to $86,313,609 as of March 31, 1998.
The net interest margin was 3.71% for the first quarter of 1999 compared to
3.55% for the first quarter of 1998. The yield on the investment portfolio was
6.13% for the first quarter of 1999 compared to 6.36% for the same quarter of
1998. The higher level of interest income from loans and securities was offset
by an increase in the cost of interest-bearing deposits and securities sold
under repurchase agreements.
Non-interest income for the first quarter of 1999 increased $47,580 over the
first quarter of 1998. The growth is attributable to service charges on deposit
accounts and gains on securities transactions. Non-interest expenses for the
first quarter of 1998 increased $101,017 compared to the first quarter of 1998
primarily for costs (including salaries and employee compensation) associated
with overall growth.
ASSET QUALITY
Non-performing assets at March 31, 1999 were $497,000 or 0.81% of loans and
foreclosed properties, which is an increase from $266,000, or 0.53% of loans and
foreclosed properties at March 31, 1998. The provision for losses on loans was
$60,000 for the first quarter of 1999 and 1998. At March 31, 1999, the allowance
for losses on loans was 1.36% of loans and approximately 169% of non-performing
assets.
9
<PAGE> 11
VOLUNTEER BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AS OF AND FOR THE THREE AND MONTHS ENDED MARCH 31, 1999 AND 1998
YEAR 2000 COMPLIANCE
The Year 2000 poses serious challenges to the banking industry. Many
experts believe that even the most prepared organizations may encounter some
implementation problems. The federal banking agencies are concerned that
financial institutions avoid major disruptions to service and operations. All
banks are required to have an action plan to address Year 2000 issues which must
include an indication of management awareness of the problems and the commitment
to solutions; identification of external risks; and operational issues that are
relevant to a bank's Year 2000 planning.
The Federal Financial Institutions Examination Council ("FFIEC") has
issued guidelines and target time frames to accomplish critical actions
concerning Year 2000 compliance:
* By September 30, 1997, all banks should have identified affected
applications and databases. Mission critical applications should be identified
and an action plan set for Year 2000 work.
* By December 31, 1998, code enhancements and revisions, hardware
upgrades, and other associated changes should have been largely completed by
all banks. In addition, for mission critical applications, programming changes
should have been largely completed and testing should have been well underway.
* Between January 1, 1999 and December 31, 1999, banks should be testing
and implementing their Year 2000 conversion programs.
External factors which may adversely affect the Company include reliance
on vendors, such as third-party data processing services and software and
hardware vendors; electronic data-sensitive exchange among other financial
institutions which may not be Year 2000 compliant; corporate customers of the
Company and other debtors.
The Company has been assessing its state of readiness by evaluating its
information technology ("IT") and non-IT systems. IT systems commonly include
data processing, accounting and telephone systems. With respect to its IT
systems, the Company estimates that its Year 2000 identification, assessment and
remediation efforts are substantially complete. During 1998, the Company's need
for additional computing capacity led it to purchase a new IT system for
approximately $200,000. This system is certified to be Year 2000 compliant.
During the remainder of 1999, further testing will be carried out in order to
ensure that all systems are working properly. The Company has assessed its Year
2000 status in regard to non-IT systems and has determined that no material risk
exists.
The Company has communicated with its significant vendors in order to
determine the extent to which interfaces with such entities are vulnerable to
Year 2000 issues and whether the products and services purchased from such
entities are Year 2000 compliant. The Company has received either verbal or
written assurance from these vendors that they expect to address all their
significant Year 2000 issues on a timely basis. With respect to significant
borrowers and depositors, the Company does not anticipate any material Year
2000 issues.
The Company believes the cost of its further Year 2000 identification,
assessment, remediation and testing efforts will not exceed $10,000.
10
<PAGE> 12
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) Exhibit 23.1 Consent of Welch & Associates
Exhibit 27 Financial Data Schedule (for SEC use only)
(b) There have been no Current Reports on Form 8-K filed during the
quarter ended March 31, 1999.
11
<PAGE> 13
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.
VOLUNTEER BANCORP, INC.
(Registrant)
Date: May 12, 1999
/s/ Reed D. Matney
------------------------------------------
Reed D. Matney, President
(principal executive officer)
Date: May 12, 1999
/s/ H. Lyons Price
------------------------------------------
H. Lyons Price (principal financial and
accounting officer)
12
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated April 26, 1999 included in this Quarterly Report on Form 10-Q for
the Quarter Ended March 31, 1999.
Welch & Associates
Nashville, Tennessee
May 12, 1999
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF VOLUNTEER BANCORP, INC. FOR THE THREE MONTHS ENDED MARCH
31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,323,277
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,120,172
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 26,641,584
<INVESTMENTS-CARRYING> 1,358,594
<INVESTMENTS-MARKET> 1,359,551
<LOANS> 61,656,282
<ALLOWANCE> 840,974
<TOTAL-ASSETS> 99,706,001
<DEPOSITS> 90,029,494
<SHORT-TERM> 1,655,888
<LIABILITIES-OTHER> 928,554
<LONG-TERM> 2,790,000
0
0
<COMMON> 5,390
<OTHER-SE> 4,296,675
<TOTAL-LIABILITIES-AND-EQUITY> 99,706,001
<INTEREST-LOAN> 1,418,762
<INTEREST-INVEST> 406,122
<INTEREST-OTHER> 40,175
<INTEREST-TOTAL> 1,865,059
<INTEREST-DEPOSIT> 966,118
<INTEREST-EXPENSE> 1,038,091
<INTEREST-INCOME-NET> 826,968
<LOAN-LOSSES> 60,000
<SECURITIES-GAINS> 28,624
<EXPENSE-OTHER> 671,479
<INCOME-PRETAX> 207,531
<INCOME-PRE-EXTRAORDINARY> 141,016
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 141,016
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
<YIELD-ACTUAL> 8.12
<LOANS-NON> 15,661
<LOANS-PAST> 433,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 810,563
<CHARGE-OFFS> 30,216
<RECOVERIES> 627
<ALLOWANCE-CLOSE> 840,974
<ALLOWANCE-DOMESTIC> 840,974
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
