UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

 

Commission File Number 0-18832

 

First Financial Service Corporation

(Exact Name of Registrant as specified in its charter)

 

 

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 ý  No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ý  Noo

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

 

FIRST FINANCIAL SERVICE CORPORATION

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements and Notes to Consolidated Financial Statements
Item 2.  Management’s Discussion and Analysis of the Consolidated Statements of Financial Condition and Results of Operations
Item 3.  Quantitative and Qualitative Disclosures about Market Risk
Item 4.  Controls and Procedures
PART II – OTHER INFORMATION
Item 1.  Legal Proceedings
Item 2.  Changes In Securities, Use of Proceeds and Issuer Purchases of Equity Securities
Item 3.  Defaults upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K
	SIGNATURES
	CERTIFICATIONS

 

2

 

Item 1.

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Financial Condition

 

		(Unaudited)
(Dollars In Thousands, Except Share Data)		September 30, 2004			December 31, 2003
ASSETS
Cash and due from banks		$	17,226		$	28,030
Federal funds sold		—			20,000
Cash and cash equivalents		17,226			48,030
Securities available-for-sale		8,674			4,009
Securities held-to-maturity, fair value of $35,113 Sep (2004) and $30,919 Dec (2003)		35,357			30,929
Total securities		44,031			34,938
Loans held for sale		1,418			1,021
Loans receivable, net of unearned fees		604,070			554,700
Allowance for loan losses		(6,391		)	(5,568		)
Net loans receivable		599,097			550,153
Federal Home Loan Bank stock		6,773			6,570
Cash surrender value of life insurance		7,284			7,067
Premises and equipment, net		17,036			15,466
Real estate owned:
Acquired through foreclosure		755			387
Held for development		389			446
Other repossessed assets		59			62
Goodwill		8,384			8,384
Accrued interest receivable		2,144			1,931
Other assets		1,357			2,901
TOTAL ASSETS		$	704,535		$	676,335
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits:
Non-interest bearing		$	36,065		$	28,632
Interest bearing		498,855			500,530
Total deposits		534,920			529,162
Federal funds purchased		20,000			—
Advances from Federal Home Loan Bank		78,948			78,283
Subordinated debentures		10,000			10,000
Accrued interest payable		399			416
Accounts payable and other liabilities		814			1,027
Deferred income taxes		1,161			1,126
TOTAL LIABILITIES		646,242			620,014
STOCKHOLDERS’ EQUITY:
Serial preferred stock, 5,000,000 shares authorized and unissued		—			—
Common stock, $1 par value per share; authorized 10,000,000 shares; issued and outstanding, 3,645,438 shares Sep (2004), and 3,705,438 shares Dec (2003)		3,645			3,705
Additional paid-in capital		8,226			9,726
Retained earnings		45,555			42,092
Accumulated other comprehensive income, net of tax		867			798
TOTAL STOCKHOLDERS’ EQUITY		58,293			56,321
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	704,535		$	676,335

 

See notes to the unaudited consolidated financial statements.

 

3

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Income

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
Interest Income:
Interest and fees on loans		$	9,374		$	9,272		$	27,502		$	28,361
Interest and dividends on investments and deposits		410			473			1,273			1,480
Total interest income		9,784			9,745			28,775			29,841
Interest Expense:
Deposits		2,489			2,924			7,741			9,282
Federal funds purchased		22			—			23			—
Federal Home Loan Bank advances		943			942			2,792			2,797
Subordinated debentures		136			122			385			379
Total interest expense		3,590			3,988			10,941			12,458
Net interest income		6,194			5,757			17,834			17,383
Provision for loan losses		824			438			1,473			1,187
Net interest income after provision for loan losses		5,370			5,319			16,361			16,196
Non-interest Income:
Customer service fees on deposit accounts		1,271			1,142			3,674			3,275
Gain on sale of mortgage loans		221			473			683			1,311
Brokerage and insurance commissions		84			81			313			278
Gain on sale of real estate held for development		150			—			526			—
Gain on sale of investments		26			—			26			—
Other income		370			278			933			710
Total non-interest income		2,122			1,974			6,155			5,574
Non-interest Expense:
Employee compensation and benefits		2,611			2,347			7,666			7,016
Office occupancy expense and equipment		460			396			1,351			1,144
Marketing and advertising		187			150			539			448
Outside services and data processing		558			458			1,628			1,389
Bank franchise tax		201			141			620			423
Other expense		953			913			2,622			2,363
Total non-interest expense		4,970			4,405			14,426			12,783
Income before income taxes		2,522			2,888			8,090			8,987
Income taxes		808			967			2,611			2,994
Net Income		$	1,714		$	1,921		$	5,479		$	5,993
Shares applicable to basic income per share		3,645,438			3,710,078			3,663,438			3,799,259
Basic income per share		$	0.47		$	0.52		$	1.50		$	1.58
Shares applicable to diluted income per share		3,661,233			3,748,669			3,675,286			3,836,482
Diluted income per share		$	0.47		$	0.51		$	1.49		$	1.56

 

See notes to the unaudited consolidated financial statements.

 

4

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Comprehensive Income

(Dollars In Thousands)

(Unaudited)

 

		Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
Net Income		$	1,714		$	1,921		$	5,479		$	5,993
Other comprehensive income (loss):
Change in unrealized gain (loss) on securities		117			114			131			333
Reclassification of realized amount		(26		)	—			(26		)	—
Net unrealized gain (loss) recognized in comprehensive income		91			114			105			333
Tax effect		(31		)	(39		)	(36		)	(113		)
Total other comphrehensive income (loss)		60			75			69			220
Comphrehensive Income		$	1,774		$	1,996		$	5,548		$	6,213

 

See notes to the unaudited consolidated financial statements.

 

5

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Changes in Stockholders’ Equity

Nine Months Ended September 30, 2004

(Dollars In Thousands, Except Per Share Amounts)

(Unaudited)

 

							Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income, Net of Tax			Total
		Common Stock
		Shares		Amount
Balance, December 31, 2003		3,705		$	3,705		$	9,726		$	42,092		$	798		$	56,321
Net income										5,479						5,479
Net change in unrealized gains (losses) on securities available- for-sale, net of tax													69			69
Cash dividends declared
($.55 per share)										(2,016		)				(2,016		)
Stock repurchased		(60	)	(60		)	(1,500		)							(1,560		)
Balance, September 30, 2004		3,645		$	3,645		$	8,226		$	45,555		$	867		$	58,293

 

See notes to the unaudited consolidated financial statements.

 

6

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Cash Flows

(Dollars In Thousands)

(Unaudited)

 

		Nine Months Ended September 30,
		2004			2003
Operating Activities:
Net income		$	5,479		$	5,993
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		1,473			1,187
Depreciation on premises and equipment		818			740
Federal Home Loan Bank stock dividends		(203		)	(191		)
Net amortization (accretion)		54			(204		)
Gain on sale of investments available-for-sale		(26		)	—
Gain on sale of mortgage loans		(683		)	(1,311		)
Gain on sale of real estate held for development		(526		)	—
Origination of loans held for sale		(41,577		)	(76,128		)
Proceeds on sale of loans held for sale		41,863			79,061
Changes in:
Interest receivable		(213		)	79
Other assets		1,325			355
Interest payable		(17		)	(68		)
Accounts payable and other liabilities		23			123
Net cash from operating activities		7,790			9,636
Investing Activities:
Sales of securities available-for-sale		88			—
Purchases of securities available-for-sale		(4,640		)	(1,415		)
Purchases of securities held-to-maturity		(24,100		)	(29,978		)
Maturities of securities held-to-maturity		19,635			25,431
Investment in cash surrender value of life insurance		—			(3,500		)
Net change in loans		(50,384		)	(4,406		)
Net purchases of premises and equipment		(2,253		)	(3,685		)
Sales of real estate held for development		213			—
Net cash from investing activities		(61,441		)	(17,553		)
Financing Activities
Net change in deposits		5,758			4,724
Change in federal funds purchased		20,000			—
Advances from Federal Home Loan Bank		821			132
Repayments to Federal Home Loan Bank		(156		)	(172		)
Proceeds from stock options exercised		—			250
Dividends paid		(2,016		)	(1,991		)
Common stock repurchased		(1,560		)	(9,031		)
Net cash from financing activities		22,847			(6,088		)
(Decrease) Increase in cash and cash equivalents		(30,804		)	(14,005		)
Cash and cash equivalents, beginning of period		48,030			91,776
Cash and cash equivalents, end of period		$	17,226		$	77,771

 

See notes to the unaudited consolidated financial statements.

 

7

 

 

FIRST FINANCIAL SERVICE CORPORATION

Notes To Unaudited Consolidated Financial Statements

 

1.                                      BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation – The accompanying unaudited consolidated financial statements include the accounts of First Financial Service Corporation (the Corporation) and its wholly owned subsidiary, First Federal Savings Bank of Elizabethtown (the Bank).  The Corporation has amended its articles of incorporation to change its name from First Federal Financial Corporation of Kentucky to First Financial Service Corporation.  The Nasdaq symbol FFKY will remain unchanged.

 

As further discussed in Note 7 of the Corporation’s annual report on Form 10-K for the period ended December 31, 2003, a trust that had previously been consolidated with the Bank is now reported separately.  The Bank has three wholly owned subsidiaries, First Service Corporation of Elizabethtown, First Heartland Mortgage Company and First Federal Office Park, LLC.  All significant intercompany transactions and balances have been eliminated.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the nine-month period ending September 30, 2004 are not necessarily indicative of the results that may occur for the year ending December 31, 2004.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation’s annual report on Form 10-K for the period ended December 31, 2003.

 

Stock Option Plans – Employee compensation expense under stock option plans is reported using the intrinsic value method.  No stock-based compensation cost is reflected in net income, as all options granted had an exercise price equal to the market price of the underlying common stock at date of grant.  The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation.

 

			Three Months Ended September 30,						Nine Months Ended September 30,
			2004			2003			2004			2003
			(Dollars In Thousands, Except Per Share Data)
Net income:
As reported			$	1,714		$	1,921		$	5,479		$	5,993
Pro-forma			1,684			1,894			5,387			5,912
Earnings per share:
Basic	As Reported		$	0.47		$	0.52		$	1.50		$	1.58
	Pro-forma		0.46			0.51			1.47			1.56
Diluted	As Reported		$	0.47		$	0.51		$	1.49		$	1.56
	Pro-forma		0.46			0.51			1.47			1.55

 

Reclassifications – Certain amounts have been reclassified in the prior period financial statements to conform to the current period classifications.

 

8

 

2.             SECURITIES

 

The amortized cost basis and fair values of securities are as follows:

 

(Dollars in thousands)		Amortized Cost						Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Securities available-for-sale:
September 30, 2004:
Equity		$				2,378		$	1,302		$	—		$	3,680
Agencies		2,000						—			(10		)	1,990
Mortgage-backed		1,983						—			(23		)	1,960
State and municipal		999						45			—			1,044
Total		$			7,360			$	1,347		$	(33	)	$	8,674
December 31, 2003:
Equity		$		1,801				$	1,138		$	—		$	2,939
State and municipal		999						71			—			1,070
Total		$	2,800					$	1,209		$	—		$	4,009

 

		Amortized Cost						Gross Unrecognized Gains			Gross Unrecognized Losses			Fair Value
Securities held-to-maturity:
September 30, 2004:
U.S. Treasury and agencies		$				26,095		$	10		$	(122	)	$	25,983
Corporate		2,000						—			—			2,000
Mortgage-backed		7,262						9			(141		)	7,130
Total		$			35,357			$	19		$	(263	)	$	35,113
December 31, 2003:
U.S. Treasury and agencies		$		19,999				$	77		$	—		$	20,076
Corporate		2,000						—			—			2,000
Mortgage-backed		8,930						9			(96		)	8,843
Total		$	30,929					$	86		$	(96	)	$	30,919

 

9

 

3.             LOANS RECEIVABLE

 

Loans receivable are summarized as follows:

 

(Dollars in thousands)		September 30, 2004			December 31, 2003
Commercial		$	31,215		$	30,943
Real estate commercial		307,299			239,406
Real estate construction		8,684			9,952
Residential mortgage		166,936			194,000
Consumer and home equity		60,272			53,566
Indirect consumer		31,107			28,279
Loans held for sale		1,418			1,021
		606,931			557,167
Less:
Net deferred loan origination fees		(1,443		)	(1,446		)
Allowance for loan losses		(6,391		)	(5,568		)
		(7,834		)	(7,014		)
Loans Receivable		$	599,097		$	550,153

 

The allowance for losses on loans is summarized as follows:

 

		As of and For the Three Months Ended September 30,							As of and For the Nine Months Ended September 30,
(Dollars in thousands)		2004				2003			2004			2003
Balance, beginning of period		$		5,822		$	4,935		$	5,568		$	4,576
Provision for loan losses		824				438			1,473			1,187
Charge-offs		(318			)	(188		)	(809		)	(672		)
Recoveries		63				58			159			152
Balance, end of period		$	6,391			$	5,243		$	6,391		$	5,243

 

Investment in impaired loans is summarized below.  There were no impaired loans for the periods presented without an allowance allocation.

 

(Dollars in thousands)		As of the Nine Months Ended September 30, 2004			As of the Year Ended December 31, 2003
End of period impaired loans		$	4,643		$	5,318
Amount of allowance for loan loss allocated		904			911

 

10

 

Non-performing loans were as follows:

 

(Dollars in thousands)		September 30, 2004			December 31, 2003
Restructured		$	3,056		$	3,037
Loans past due over 90 days still on accrual		—			—
Non accrual loans		1,587			2,281

 

4.             EARNINGS PER SHARE

 

The reconciliation of the numerators and denominators of the basic and diluted EPS is as follows:

 

(Dollars in thousands,		Three Months Ended September 30,								Nine Months Ended September 30,
except per share data)		2004					2003			2004			2003
Net income available to common shareholders		$			1,714		$	1,921		$	5,479		$	5,993
Basic EPS:
Weighted average common shares		3,645					3,710			3,663			3,799
Diluted EPS:
Weighted average common shares		3,645					3,710			3,663			3,799
Dilutive effect of stock options		16					39			12			37
Weighted average common and incremental shares		3,661					3,749			3,675			3,836
Earnings Per Share:
Basic		$		0.47			$	0.52		$	1.50		$	1.58
Diluted		$	0.47				$	0.51		$	1.49		$	1.56

 

Stock options for 10,000 shares of common stock were not included in the 2004 computations of diluted earnings per share because their impact was anti-dilutive.

 

Item 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

GENERAL

 

The Corporation, through its subsidiary, First Federal Savings Bank conducts operations in 14 full-service banking centers in six contiguous counties in Kentucky along the Interstate 65 corridor.  The Corporation’s market presence ranges from the major metropolitan market of Louisville in Jefferson County, Kentucky approximately 40 miles north of its headquarters in Elizabethtown, Kentucky, to Hart County, Kentucky approximately 30 miles south of Elizabethtown.

 

The Bank serves the needs and caters to the economic strengths of the local communities in which it operates, and strives to provide a high level of personal and professional customer service. The Bank offers a variety of financial services to its retail and commercial banking customers. These services include personal and corporate banking services, trust and estate planning, and personal investment financial counseling services.

 

Through the Bank’s trust and estate planning and personal investment financial counseling services, it offers a wide variety of mutual funds, equity investments, and fixed and variable annuities.

 

The principal source of the Bank’s revenue is net interest income.  Net interest income is the difference between interest income on interest-earning assets, such as loans and securities and the interest expense on liabilities used to fund those assets, such as interest-bearing deposits and borrowings.  Net interest income is impacted by both changes in the amount and composition of interest-earning assets and interest-bearing liabilities as well as market interest rates. The Bank’s other source of revenue is non-interest income, such as service charges, insurance agency revenue, loan fees, gains and losses from the sale of mortgage loans it originates and gains from the sale

 

11

 

of real estate held for development. Its principal operating expenses, aside from interest expense, consist of compensation and employee benefits, occupancy costs, data processing expense and provisions for loan losses.

 

This discussion and analysis covers material changes in the financial condition since December 31, 2003 and material changes in the results of operations for the three and nine-month periods ending, September 30, 2004 as compared to 2003.  It should be read in conjunction with “Management Discussion and Analysis of Financial Condition and Results of Operations” included in the Annual Report on Form 10-K for the period ended December 31, 2003.

 

OVERVIEW

 

During the year, the Corporation opened two new full-service facilities in the growing Metro Louisville market and redesigned one of its existing Hardin County facilities.  The Company anticipates the redesign of its Mt. Washington facility in Bullitt County to be completed in the first quarter of next year.  These facilities represent the Corporation’s state of the art prototype branch with a retail-focused design.  This design features an internet café with access to online banking and bill payment services.  Large plasma screens decorate the lobby providing customers with current news and information about bank products and services as well as upcoming community events.  The facilities are staffed to offer a full range of financial services to the growing retail and commercial customer base.  Management believes these facilities will allow the Bank to more effectively support its lending relationships in Metro Louisville and to develop a larger presence within that market in the future.  While management fully anticipate these facilities to significantly enhance the value of its franchise in the near future, the additional expense in operating these new facilities will continue to place pressure on earnings for a period of time.  Management is optimistic that its expansion strategy for Metro Louisville will minimize this period and the long-term benefits will outweigh the initial investment.

 

The Corporation’s emphasis on commercial lending continued to produce positive results for the nine-month period generating a $69 million, or 25% increase in commercial loans to $339 million at September 30 2004, compared to $270 million at December 31, 2003.  This favorable trend has resulted in an annual compound growth rate of 42% over the past three years.  The percentage of commercial loans in the Bank’s portfolio has increased from 49% at December 31, 2003, to 56% at September 30, 2004, while residential loans declined from 35% at December 31, 2003, to 28% at September 30, 2004.  Management intends to continue this commercial lending emphasis and anticipates continued increases in the commercial and commercial real estate portfolios.

 

In January 2003, the Corporation implemented an effort to develop a bank-wide service and sales culture emphasizing expanded account relationships.  To achieve this goal, the Corporation increased the number of associates in banking centers, relationship bankers, business development officers, stockbrokers, and loan officers with experience in commercial lending.  The results of this effort as well as its transition from a federally chartered thrift to a Kentucky state-chartered commercial bank in January 2003, have contributed to the growth in the Corporation.  The resulting increase in staff along with the expansion into the Metro Louisville market have contributed to a $650,000, or 9% increase in employee compensation expense for the nine months ended September 30, 2004, compared to the period ended September 30, 2003.  Management expects a continued increase in employee compensation expense in the 2004 calendar year as it continues its expansion into Metro Louisville.

 

12

 

CRITICAL ACCOUNTING POLICIES

 

The Corporation’s application of accounting and reporting policies are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry.  In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of financial condition and revenues and expenses for the period.  Actual results could differ significantly depending on the accuracy of those estimates.

 

Allowance for Loan Losses -The application of the Corporation’s accounting policy relating to the allowance for loan losses requires management to make significant assumptions and estimates that could result in materially different amounts to be reported if conditions or underlying circumstances were to change. See “Allowance and Provision for Loan Losses” herein for a complete discussion of the Corporation’s accounting methodologies related to the allowance.  Also refer to Note 1 in the “Notes to Consolidated Financial Statements” in the 2003 10-K for details regarding all of the Corporation’s critical and significant accounting policies.

 

RESULTS OF OPERATIONS

 

Net income for the quarter ended September 30, 2004 was $1.7 million or $0.47 per share diluted compared to $1.9 million or $0.51 per share diluted for the same period in 2003.  Net income for the nine-month period ended September 30, 2004 was $5.5 million or $1.49 per share diluted compared to $6.0 million or $1.56 per share diluted for the same period a year ago.  The decrease in diluted earnings per share for the three and nine-month periods were primarily the result of an increase in non-interest expense of $565,000 and $1.6 million for the 2004 respective periods compared to 2003.  The Bank’s book value per common share increased from $14.80 at September 30, 2003 to $15.99 at September 30, 2004.  Annualized net income for 2004 generated a return on average assets of 1.06% and a return on average equity of 12.76%.  These compare with a return on average assets of 1.18% and a return on average equity of 14.32% for the 2003 period also annualized.

 

On an annualized basis, the net interest margin as a percent of average earning assets increased to 3.84% for the quarter ended September 30, 2004 and 3.73% for the nine months ended September 30, 2004 compared to 3.64% and 3.63% for the respective three-month and nine-month periods ended September 30, 2003.  Net interest margin continued to benefit from a decrease in interest expense on deposits.  The Bank’s cost of funds averaged 2.40% and 2.46% for the respective three-month and nine-month 2004 periods compared to an average cost of funds of 2.75% and 2.85% for the same periods in 2003.  The improvement was the result of the continued re-pricing of certificate of deposit maturities rolling off at higher rates into current lower interest rates, as well as the continued decrease in certificate of deposit balances as a percentage of total deposits.  Going forward, the Bank’s cost of funds is expected to increase as the general market deposit rates have become increasingly competitive with the recent upward trend in interest rates.

 

The yield on earning assets was 6.02% for the nine months ended September 30, 2004, a decrease from 6.24% for the nine months ended September 30, 2003.  The decrease in the yield on earning assets was primarily the result of a decrease in mortgage loans as customers refinanced their mortgage loans elsewhere, or the loans were sold to the secondary market.  The Bank was successful in increasing the balance of commercial loans over that same time frame.  In addition to changing the mix of assets in the loan portfolio, the shift also increased the percentage of variable rate loans in the portfolio, which will increase the yield in an increasing interest rate environment.  The Bank increased its prime lending rate 75 basis points since the Federal Open Market Committee began increasing short-term interest rates in June 2004.  Management expects its net interest margin to improve with additional increases in the prime-lending rate.

 

The net result of the above factors was an increase in net interest income of $437,000 for the quarter ended and $451,000 for the nine months ended September 30, 2004 compared to the same three and nine month periods a year ago.

 

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