<PAGE>
U. S. 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, 2000
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 For the transition period from ________ to ________
Commission file number 333-86993
Smith River Bankshares, Inc.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Virginia 54-1956616
- ----------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 12, Patrick Henry Mall
730 East Church Street, Martinsville, Virginia 24112
- ------------------------------------------------------ ------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (540) 632-8092
------------------------------------------------------
- --------------------------------------------------------------------------------
(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
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
------- -------
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 12 shares as of April 30, 2000.
------------------------------
Transitional Small Business Disclosure Format: (Check one): Yes No X
----- -----
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SMITH RIVER BANKSHARES, INC.
Form 10-QSB
Index
PART I FINANCIAL INFORMATION
----------------------------
Page No.
-------
Item 1 Financial Statements 3 - 10
Item 2 Management's Plan of Operation 10 - 12
PART II OTHER INFORMATION
-------------------------
Item 2 Changes in Securities and Use of Proceeds 12
Item 6 Exhibits and Reports on Form 8-K 12
Signatures 13
Index to Exhibits 14
2
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SMITH RIVER BANKSHARES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements filed as part of Item 1 of Part I are as follows:
1. Balance Sheet as of March 31, 2000 (unaudited)
2. Statements of Loss for the quarter and inception-to-date periods ended
March 31, 2000 and for the quarter ended March 31, 1999 (unaudited)
3. Statement of Shareholders' Deficit for the inception-to-date period
ended March 31, 2000 (unaudited)
4. Statements of Cash Flows for the quarter and inception-to-date periods
ended March 31, 2000 and for the quarter ended March 31, 1999
(unaudited)
3
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SMITH RIVER BANKSHARES, INC.
(a Development Stage Enterprise)
Balance Sheet
(Unaudited)
March 31, 2000
ASSETS
- ------
Cash and due from banks $ 119,992
Deferred stock issuance costs 157,630
-----------
Total current assets 277,622
Furniture, fixtures and equipment 49,261
Other assets 6,653
-----------
Total Assets $ 333,536
===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
- -------------------------------------
Accounts payable and accrued expenses $ 124,150
Advances from related parties 686,120
-----------
Total Liabilities 810,270
-----------
Shareholders' equity:
Preferred stock, no par value, authorized ---
10,000,000 shares; none issued
Common stock, no par value, authorized
10,000,000 shares; issued and outstanding 12 shares 12
Deficit accumulated during the development stage (476,746)
-----------
Total Shareholders' Deficit (476,734)
-----------
Total Liabilities and Shareholders' Deficit $ 333,536
===========
See accompanying notes to financial statements.
4
<PAGE>
SMITH RIVER BANKSHARES, INC.
(A Development Stage Enterprise)
Statements of Loss
(Unaudited)
<TABLE>
<CAPTION>
December 15, 1998
Three Months (Date of Inception) Three Months
Ended Through Ended
March 31, 2000 March 31, 2000 March 31, 1999
-------------- ------------------- --------------
<S> <C> <C> <C>
REVENUES
- --------
Interest income $ 14,057 $ 19,497 $ 1,079
Noninterest income 7,650 7,650 --
--------- ---------- ---------
Total income 21,707 27,147 1,079
--------- ---------- ---------
EXPENSES
- --------
Salaries and employee benefits 91,835 246,534 24,477
Occupancy expense, supplies and other 39,467 100,727 4,303
Professional fees 28,612 130,477 28,371
Regulatory application fees 880 26,155 2,525
--------- ---------- ---------
Total expenses 160,794 503,893 59,676
--------- ---------- ---------
Net Loss $(139,087) $(476,746) $ (58,597)
========= ========= =========
Per Share:
Basic:
Net Loss Per Share $ (11,591) $ (39,729) $ (4,883)
========= ========= =========
Average Shares
Outstanding 12 12 12
Fully Diluted:
Net Loss Per Share $ (11,591) $ (39,729) $ (4,883)
========= ========= =========
Average Shares
Outstanding 12 12 12
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
SMITH RIVER BANKSHARES, INC.
(A Development Stage Enterprise)
Statement of Shareholders' Deficit
(Unaudited)
For the Period December 15, 1998
(Date of Inception)
Through March 31, 2000
Deficit
Number Accumulated
Of During the Total
Common Common Development Shareholders'
Shares Stock Stage Deficit
------ ----- ----- -------
Issuance of common stock 12 $ 12 $ --- $ 12
Net loss since inception --- --- (476,746) (476,746)
----- ----- -------- --------
Balances at
March 31, 2000 12 $ 12 $(476,746) $(476,734)
===== ===== ========= =========
See accompanying notes to financial statements.
6
<PAGE>
SMITH RIVER BANKSHARES, INC.
(A Development Stage Enterprise)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
December 15, 1998
(Date of
Three Months Inception) Three Months
Ended Through Ended
March 31, 2000 March 31, 2000 March 31, 1999
-------------- -------------- --------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net loss $(139,087) $(476,746) $ (58,597)
Depreciation 576 576 ---
(Increase) decrease in other assets 143 (6,653) (12)
Increase (decrease) in accounts payable
and accrued expenses (2,987) 124,150 10,178
--------- --------- ---------
Net cash used by operating activities (141,355) (358,673) (48,431)
--------- --------- ---------
Cash Flows from Investing Activities
Purchase of fixed assets (18,355) (49,837) ---
--------- --------- ---------
Net cash used by investing activities (18,355) (49,837) ---
--------- --------- ---------
Cash Flows From Financing Activities
Proceeds from advances from related parties 171,120 686,120 40,000
Proceeds from issuance of common stock --- 12 12
Costs of stock issuance (43,208) (157,630) (2,855)
--------- --------- ---------
Net cash provided by financing activities 127,912 528,502 37,157
--------- --------- ---------
Net increase (decrease) in cash (31,798) 119,992 (11,274)
Cash at beginning of period 151,790 --- 110,040
--------- --------- ---------
Cash at end of period $ 119,992 $ 119,992 $ 98,766
--------- --------- ---------
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
SMITH RIVER BANKSHARES, INC.
(A Development Stage Enterprise)
Notes to Financial statements
(Unaudited)
March 31, 2000
Note 1 - Summary of Accounting Policies
(a) General
The accompanying financial statements of Smith River Bankshares, Inc. are
unaudited. However, in the opinion of management, all adjustments necessary for
a fair presentation of the financial statements have been included. All
adjustments were of a normal recurring nature, except as otherwise disclosed
herein.
Smith River Bankshares, Inc. (the "Corporation" or "Bankshares") is a
development stage enterprise, incorporated as a Virginia corporation effective
January 14, 1999. The Corporation was primarily organized to serve as a bank
holding company for the proposed Smith River Community Bank, N.A. (the "Bank").
Prior to the organization of the Corporation, the Corporation's shareholders,
who are also the Organizers, formed FCNB LLC, a limited liability company, to
organize the Corporation and the Bank and provide for financing of
organizational, offering, and other pre-opening costs. The financial statements
reflect the operations of the Corporation and the LLC since the date of
formation, which was December 15, 1998. The Corporation has received preliminary
approvals form the FDIC and the OCC. It has also received approval from the
State Corporation Commission and the Federal Reserve Bank of Richmond to acquire
the proposed Smith River Community Bank, N.A., pending success of the offering.
The Corporation anticipates raising between $6,250,000 and $10,000,000 through a
sale of its common stock and units. The Corporation filed a registration
statement on Form SB-2 to register the stock, which was declared effective by
the Securities and Exchange Commission on November 4, 1999. Proceeds from the
sale of the stock are intended to be used to acquire all of the stock of the
proposed Bank. Upon acquisition of the Bank, the Corporation's operations will
be conducted through the Bank.
The offering also contemplates that the Organizers will purchase units instead
of shares only. Each unit will contain one share and one common stock warrant
attached. The warrants will vest over a three-year period. Each warrant would
entitle the holder to purchase one share of common stock for $10.
The Corporation is totally dependent upon the successful completion of the
offering as well as securing all required regulatory approvals for its ability
to commence its intended banking operations. Based on current facts and
circumstances, the Organizers believe that the minimum amount of the offering,
$6,250,000, will permit the Bank to conduct its initial operations to invest in
loans, securities, and other earning assets. It could also provide for
additional branch openings. If the $6,250,000 minimum is not raised by June 30,
2000, the offering may be terminated or the Organizers may decide to extend the
offering through December 31, 2000. Funds received from stock subscriptions are
held in an escrow account which is not available to the Corporation, and as such
they are not reflected as assets in the accompanying financial statements.
(b) Organization Costs
The American Institute of CPA's has issued Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities." In general, the SOP requires
that organizational and similar start-up costs be expensed. Examples of such
costs that have been incurred by the Corporation are legal fees, consulting
fees, and regulatory application fees. Prior to the effective date of the SOP,
generally accepted accounting principles permitted such costs to be capitalized
and amortized to expense. The Corporation adopted the requirements of the SOP
from its inception and has accordingly expensed all organization costs.
8
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SMITH RIVER BANKSHARES, INC.
(A Development Stage Enterprise)
Notes to Financial statements
(Unaudited)
March 31, 2000
(c) Deferred Stock Issuance Costs
Costs totaling approximately $157,630 incurred through March 31, 2000 related to
registering and issuing the securities being offered are included in the balance
sheet under "deferred stock issuance costs." Such costs are comprised primarily
of professional fees and securities registration fees, and will be charged
against paid-in-capital upon the successful completion of the stock offering. It
is anticipated that additional deferred stock issuance costs will be incurred.
(d) Income Taxes
The Corporation is subject to federal and state income taxes. However, no taxes
have been accrued or paid because of operating losses incurred during the
development stage. Deferred tax assets have been fully offset by a valuation
allowance pursuant to Statement of Financial Accounting Standards No. 109.
(e) Use of Estimates
The presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note 2 - Advances From Related Parties
At March 31, 2000, the corporation had advances payable to related parties of
$686,120. These advances were for costs associated with the organization of the
Corporation and the Bank such as regulatory expenses, accounting fees, legal
fees, salaries, rent, consulting fees, etc. that are being borne by the LLC. The
Organizers of the LLC are also the directors of the Corporation. It is the
intent of the LLC that the Organizers will advance all costs before the
successful completion of the offering. Upon the successful completion of the
offering, the Corporation will reimburse the LLC for these expenses. If the
offering should be unsuccessful or if the bank should not receive the
appropriate regulatory approvals, the Corporation would be unable to reimburse
the LLC for the expenses. In this case the LLC, whose members are the
Organizers, would bear the costs.
Note 3 - Leases and Commitments
The Corporation has entered into a lease for administrative office space with a
term beginning May 1, 1999 and expiring in 39 months. Rent paid for the first
three months was $750 per month, and thereafter increased to $1,000 per month.
The Corporation may cancel the lease with 90 days notice.
The Corporation has also entered into separate leases for property to be used as
bank branches. One lease has a term of 36 months commencing August 1, 1999, and
requires a monthly rental of $2,500. The other lease has a term of 36 months
beginning when the branch begins operations. At that point, the monthly rental
will be $2,500. Prior to that date, interim monthly rent of $500 is being paid
beginning June 1999.
Both leases are cancelable by the Corporation if it is unable to organize and
commence operations as planned.
9
<PAGE>
SMITH RIVER BANKSHARES, INC.
(A Development Stage Enterprise)
Notes to Financial statements
(Unaudited)
March 31, 2000
The Corporation has entered into an employment agreement with its President and
Chief Executive Officer. The agreement has a three-year term and is
automatically extended by one year if not terminated at least 90 days prior to
each anniversary date. It provides for a base annual salary of $90,000.
Additionally, after operations begin, 30,000 stock options will be granted to
the officer. One-third of the options will become exercisable in each of the
three years following the inception of operations. The exercise price for all
such options will be the fair market value of the stock on the date of grant.
Under the terms of the agreement, the individual will continue in a consulting
capacity after the end of the period of employment. After the stock options are
issued, the Corporation will be subject to the requirements of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation." Management does not believe the Standard will have a significant
impact on the financial statements of the Corporation.
Item 2. Management's Plan of Operations
General
- -------
Smith River Bankshares, Inc. was incorporated on January 14, 1999 in the
Commonwealth of Virginia as First Community National BanCorp., Inc. On July 8,
1999, Restated Articles of Incorporation became effective changing the name to
Smith River Bankshares, Inc. The Corporation was formed for the primary reason
of becoming a bank holding company for the proposed Smith River Community Bank,
N.A., ( in Organization). The Corporation filed a registration statement on Form
SB-2 with the Securities and Exchange Commission, (the "Commission"), to
register the stock for a public offering. The registration statement was
declared effective by the Commission on November 4, 1999. Smith River
Bankshares, Inc. anticipates raising between $6,250,000 and $10,000,000 through
its initial public offering. Subject to the formation of Smith River Community
Bank, N.A., the Corporation anticipates buying all the stock of the Bank from
the proceeds of the offering. The business of the Corporation will be conducted
through the Bank. Smith River Bankshares, Inc. has received approval from the
Federal Reserve Bank of Richmond on December 10, 1999 and from the State
Corporation Commission on December 18, 1999 to acquire Smith River Community
Bank, N.A.
Smith River Community Bank is currently being organized under the National Bank
Act as a nationally chartered commercial bank and member of the Federal Reserve,
whose deposits are insured by the FDIC. The Bank applied for both the charter
and deposit insurance on March 31, 1999. Preliminary charter approval was
received from the Comptroller of the Currency on August 4, 1999 and preliminary
approval was received from the FDIC on September 14, 1999. The Bank will be
capitalized from the proceeds of the offering by Bankshares. Once the bank is
capitalized and receives all regulatory approvals, it will accept deposits and
make commercial, real estate, and consumer loans. For the initial years, the
Bank anticipates that it will rely on local advertising and personal contacts of
its directors, employees, and shareholders to attract customers and business to
the Bank. The Bank plans to operate as a locally owned and operated commercial
bank emphasizing personal customer service and other advantages of banking with
a locally owned community bank.
The Corporation is totally dependent on the success of the offering and then on
the operations of the Bank. It believes that the minimum offering raised will
allow for the operations of Smith River Community Bank, N.A. for approximately
the next twelve months. If the $6,250,000 is not raised by June 30, 2000, the
Organizers have the option to terminate the offering or extend it through
December 31, 2000. As of April 30, 2000, stock subscriptions received totaled
approximately $4,370,000.
10
<PAGE>
The primary source of funds for the Corporation has come from the Organizers who
are also the Corporation's directors. The Organizers formed FCNB LLC, a limited
liability company, to organize the Corporation and the Bank and to provide for
financing of organization, pre-opening, and offering expenses. It is anticipated
that the Organizers will continue to make advances for expenses until the
completion of the offering. The Corporation will use the proceeds from the
offering also to repay the LLC for the advances. If the offering should be
unsuccessful, the advance expenses will be borne by the organizers. Stock
subscribers would have their investments in the Corporation returned to them
without interest.
For the period ending March 31, 2000 from inception-to-date, the net loss for
the Corporation was $476,746 which equated to a net loss per share of $39,729.
Total expenses were $503,893 which was offset slightly by total income of
$27,147, which consisted primarily of interest income on money market accounts
in correspondent banks. Of the total expenses, salaries and employee benefits
were 48.9%; professional fees were 25.9%; occupancy expense, supplies, and other
expenses were 20.0%; and regulatory application fees were 5.2%. The professional
fees consisted of accounting fees, legal fees, and fees associated with a
corporation engaged to aid in the regulatory process. Total assets at March 31,
2000 were $333,536. Cash and due from banks were $119,992 and deferred stock
issuance costs were $157,630. Furniture, fixtures, and equipment purchased from
inception was $49,261 consisting primarily of a down payment on software and
furniture for the administrative offices. Accounts payable at March 31, 2000 was
$124,150 and advances from the Organizers were $686,120.
For the quarter ended March 31, 2000, the Corporation had a net loss of
$139,087. Total expenses were $160,794 of which salaries and employee benefits
were 57.1%; professional fees were 17.8%; occupancy expense, supplies and other
expenses were 24.5%; and regulatory fees were .6%. Income for the quarter was
$21,707 which was comprised primarily of interest from time balances with
correspondent banks. For the quarter ended March 31, 1999, the Corporation
experienced a net loss of $58,597. Total expenses were $59,676 of which salaries
and employee benefits were 41.0%; professional fees were 47.5%; occupancy
expense, supplies and other expenses were 7.3%; and regulatory fees were 4.2%.
The Corporation has entered into three leases for space, one of which is for the
executive offices, and the other two are for the main banking branch and a
second branch. The Corporation is currently paying monthly lease payments on all
three locations. Approximately $400,000 will be spent on the executive offices
and the main banking office which consists primarily of computers and software,
an ATM, proof machine, cabling and security equipment. It is estimated that
approximately $220,000 will be needed to renovate the second branch and purchase
an ATM and equipment.
The Corporation has also entered into an agreement with Unisys and four license
agreements with Information Technology, Inc. The agreements provide Bankshares
with data processing equipment, software, PC's, and file servers. The
Corporation has agreed to pay Unisys approximately $232,500 and Information
Technology, Inc. approximately $92,000. The Corporation has also entered into an
agreement with FiServ, Inc. to perform the daily application processing of the
Bank.
The Corporation currently employs eight individuals including the Chief
Executive Officer, the Chief Financial Officer, and the Chief Lending Officer.
It is anticipated that the Bank, upon opening, will employ approximately 14
individuals of whom six will be officers.
Income Taxes
- ------------
The Corporation is subject to both federal and state income taxes. The Bank,
however, will be subject to federal income taxes but not state income taxes. A
bank in Virginia is required to pay a franchise tax that is based on the capital
of the entity. Management does not believe that the Bank will be profitable
until at least the third full year of operations. Because of this and the start
up costs associated with the Bank, a substantial net loss may accumulate before
becoming profitable. Under current Federal tax laws, these net operating losses
will be available to offset future taxable profits. A net operating loss may be
carried forward for a period of up to 20 years to offset taxable income in those
years. This could reduce taxes in the initial years of profitability. If the
offering is not successful, if required regulatory approvals are not received,
or the Bank should not become profitable, then it is unlikely that these tax
benefits will be realized. Therefore, no tax benefit or provision has been
recorded for the inception-to-date period ended March 31, 2000.
11
<PAGE>
Year 2000 Readiness
- -------------------
The Year 2000 issue was not a problem for the Corporation. All equipment
purchased was Year 2000 compliant. Contracts have been signed with outside
vendors for software and data processing. These vendors experienced minimal
problems with the onset of the Year 2000. Management will continue to have
conversations with its vendors and service providers concerning this issue.
Also, with the opening of the Bank, management will have dialogue with customers
for assurances of their Year 2000 issues. The Corporation does not believe that
the Year 2000 will have any material impact on the current operation or
operations of the Bank once it is capitalized, receives its regulatory
approvals, and opens for business.
PART II Other Information
Item 2. Changes in Securities and Use of Proceeds
The Corporation filed a registration statement on Form SB-2 to register the
stock in conjunction with its initial public offering. The registration
statement was declared effective by the Commission on November 4, 1999. Smith
River Bankshares, Inc. began to accept subscriptions for investments in its
stock after the effective date of the registration statement. The subscription
dollars are being held in an escrow account until the successful completion of
the offering pursuant to the escrow agreement. The Corporation is still
accepting subscriptions for stock. Consequently, none of the stock subscriptions
have been used. The Corporation continues to incur expenses for organizational,
pre-opening, and offering expenses that are being funded by advances from the
Organizers. These expenditures are disclosed in the accompanying financial
statements and the notes thereto and in Management's Plan of Operations in this
Form 10-QSB.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
See Index to Exhibits.
b) Reports on Form 8-K.
None.
12
<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.
SMITH RIVER BANKSHARES, INC.
Date May 10, 2000 By /s/ Cecil R. McCullar
---------------------- -----------------------------
Cecil R. McCullar
President and Executive Officer
Date May 10, 2000 By /s/ Brenda H. Smith
---------------------- --------------------------
Brenda H. Smith
Senior Vice President and
Chief Financial Officer
13
<PAGE>
Index to Exhibits
Number Description of Exhibit
- ------ ----------------------
3(i)* Restated Articles of Incorporation of the Corporation, dated July 8,
1999.
3(ii)* By-laws of the Corporation, dated August 5, 1999.
4.1* Warrant Plan and Certificates as adopted July 27, 1999 and amended
August 26, 1999.
4.2 Provision in Registrant's Articles of Incorporation and Bylaws
defining the Rights of Holders of the Registrant's common stock
(included in Exhibits 3.1 and 3.2, respectively).
4.3* Form of Shares Subscription Agreement.
4.4* Form of Units Subscription Agreement.
27 Financial Data Schedule.
- -------------------------
* (Incorporated by reference to Registration statement #333-86993 on Form
SB-2 filed September 13, 1999.)
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 119,992
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 333,536
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 810,270
<LONG-TERM> 0
0
0
<COMMON> 12
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 333,536
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 19,497
<INTEREST-TOTAL> 19,497
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 19,497
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 503,893
<INCOME-PRETAX> (476,746)
<INCOME-PRE-EXTRAORDINARY> (476,746)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (476,746)
<EPS-BASIC> (39,729)
<EPS-DILUTED> (39,729)
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
