<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Mark One
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1997
---------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
COMMISSION FILE NUMBER: 33-77920
THE BANK HOLDING COMPANY
----------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
GEORGIA 58-2060134
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
201 W. TAYLOR STREET, GRIFFIN, GEORGIA 30224
----------------------------------------
(Address of principal executive offices)
(770) 229-2675
----------------------------------------
(Issuer's telephone number
N/A
---------------------------------------------------------------------------
(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 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ______ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 1, 1997: 556,525
Transitional Small Business Disclosure Format (Check One) Yes No X
---- ----
<PAGE>
THE BANK HOLDING COMPANY
- --------------------------------------------------------------------------------
INDEX
-----
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheet - September 30, 1997............... 3
Consolidated Statements of Income - Three
Months Ended September 30, 1997 and 1996 and
Nine Months Ended September 30, 1997 and 1996............. 4
Consolidated Statements of Cash Flows - Nine
Months Ended September 30, 1997 and 1996............ 5 AND 6
Notes to Consolidated Financial Statements.................... 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 8-12
PART II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K..................... 13
Signatures
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE BANK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Assets
------
<S> <C>
Cash and due from banks $ 3,044,307
Securities available-for-sale, at fair value 25,648,330
Federal funds sold 2,260,000
Mortgage loans available-for-sale 2,277,336
Loans 87,019,821
Less allowance for loan losses 883,443
------------
Loans, net 86,136,378
Premises and equipment 3,632,996
Goodwill 2,230,924
Other assets 2,159,491
------------
$127,389,762
============
LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY
------------------------------------------------------------
Deposits
Noninterest-bearing demand $ 14,975,628
Interest-bearing demand 15,406,225
Savings 5,072,608
Time, $100,000 and over 16,551,119
Other time 58,699,353
------------
Total deposits 110,704,933
Securities sold under repurchase agreements 685,000
Debentures payable 76,924
Other liabilities 2,287,167
------------
Total liabilities 113,754,024
------------
Commitments and contingent liabilities
Redeemable 8% preferred stock, par value $60, 50,000 shares
authorized; 40,770 shares issued and outstanding 2,446,200
------------
Common stockholders' equity
Common stock, par value $5; 10,000,000 shares authorized;
556,525 shares issued and outstanding 2,782,625
Capital surplus 4,491,861
Retained earnings 4,016,159
Unrealized losses on securities available-for-sale, net of taxes (101,107)
------------
Total common stockholders' equity 11,189,538
------------
$127,389,762
============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
THE BANK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 AND
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- ----------------------------
1997 1996 1997 1996
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 2,497,761 $ 2,272,319 $ 7,137,346 $ 6,474,557
Taxable securities 336,717 292,943 980,087 805,627
Nontaxable securities 969 4,661 4,910 17,897
Federal funds sold 52,889 36,529 166,386 126,125
------------- ------------- ------------- -------------
2,888,336 2,606,452 8,288,729 7,424,206
------------- ------------- ------------- -------------
INTEREST EXPENSE
Deposits 1,294,058 1,125,725 3,735,245 3,259,502
Federal funds purchased and securities sold
under agreements to repurchase 10,190 6,018 10,842 13,235
Note payable - - - 24,407
Debentures payable - 1,670 3,052 5,674
------------- ------------- ------------- -------------
1,304,248 1,133,413 3,749,139 3,302,818
------------- ------------- ------------- -------------
Net interest income 1,584,088 1,473,039 4,539,590 4,121,388
PROVISION FOR LOAN LOSSES 15,000 40,000 50,000 115,000
------------- ------------- ------------- -------------
Net interest income after provision for loan
losses 1,569,088 1,433,039 4,489,590 4,006,388
------------- ------------- ------------- -------------
OTHER INCOME
Service charges on deposit accounts 140,400 128,088 412,936 397,335
Security transactions, net - - - 14,663
Gain on sale of mortgage loans 122,261 99,460 317,028 409,766
Other operating income 35,724 28,730 110,456 159,771
------------- ------------- ------------- -------------
298,385 256,278 840,420 981,535
------------- ------------- ------------- -------------
OTHER EXPENSE
Salaries and employee benefits 521,395 519,399 1,547,015 1,559,435
Equipment expense 77,992 66,718 244,703 202,701
Occupancy expense 88,936 85,482 255,848 239,810
Goodwill amortization 46,157 46,157 138,471 138,471
Other operating expenses 385,633 328,737 1,109,223 1,005,687
------------- ------------- ------------- -------------
1,120,113 1,046,493 3,295,260 3,146,104
------------- ------------- ------------- -------------
Income before income taxes 747,360 642,824 2,034,750 1,841,819
APPLICABLE INCOME TAXES 292,482 253,107 794,710 709,372
------------- ------------- ------------- -------------
Net income $ 454,878 $ 389,717 $ 1,240,040 1,132,447
============= ============= ============= =============
PER SHARE OF COMMON STOCK
Net income $ .73 $ .61 $ 1.96 1.77
============= ============= ============= =============
Dividends $ - $ - $ - -
============= ============= ============= =============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
THE BANK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,240,040 $ 1,132,447
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 357,316 336,477
Provision for loan losses 50,000 115,000
Provision for bond losses 25,000 -
Gain on sales of securities available-for-sale - (14,663)
Increase in mortgage loans available-for-sale (135,828) (277,800)
Loss on sales of other real estate 35,776 5,526
Gain on sale of premises and equipment (9,338) -
Increase in interest receivable (328,847) (236,321)
Increase in interest payable 323,713 182,931
Other operating activities 24,397 249,435
------------ -----------
Net cash provided by operating activities 1,582,229 1,493,032
------------ -----------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (10,954,438) (6,730,078)
Proceeds from sale of securities available-for-sale - 998,125
Proceeds from maturities of securities available-for-sale 6,807,878 4,147,258
Net (increase) decrease in Federal funds sold 960,000 (600,000)
Net increase in loans (6,129,870) (3,633,728)
Proceeds from sales of other real estate 252,891 171,820
Purchase of premises and equipment (55,874) (574,697)
Proceeds from sale of premises and equipment 134,511 -
------------ -----------
Net cash used in investing activities (8,984,902) (6,221,300)
------------ -----------
FINANCING ACTIVITIES
Net increase in deposits 6,262,876 5,058,136
Net increase in repurchase agreements 685,000 -
Repayment of note payable - (500,000)
------------ -----------
Net cash provided by financing activities 6,947,876 4,558,136
------------ -----------
Net decrease in cash and due from banks (454,797) (170,132)
Cash and due from banks at beginning of period 3,499,104 3,964,825
------------ -----------
Cash and due from banks at end of period $ 3,044,307 $ 3,794,693
============ ===========
</TABLE>
5
<PAGE>
THE BANK HOLDING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---------- ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
<S> <C> <C>
Interest $3,425,426 $3,119,887
Income taxes 719,533 614,394
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
Real estate acquired through foreclosure $ 169,691 $ 137,696
========== ==========
Unrealized (gains) losses on securities available-for-sale $ (132,072) $ 149,620
========== ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
6
<PAGE>
THE BANK HOLDING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial information included herein is unaudited;
however, such information reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the interim
periods.
The results of operations for the three and nine month periods ended
September 30, 1997 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2. EARNINGS PER SHARE
Earnings per share are calculated on the basis of the weighted average
number of shares outstanding. Earnings used in the calculation are
reduced by dividends payable to preferred stockholders of $48,924 and
$146,772 for the three and nine month periods ended September 30, 1997
and 1996, respectively.
NOTE 3. CURRENT ACCOUNTING DEVELOPMENTS
The Financial Accounting Standards Board has issued SFAS No. 128,
"Earnings Per Share". SFAS No. 128 establishes standards for
computing and presenting earnings per share (EPS) and applies to
entities with publicly held common stock or potential common stock.
This Statement simplifies the standards for computing earnings per
share previously found in APB Opinion No. 15, Earnings per Share, and
makes them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also
requires dual presentation of basic and diluted EPS on the face of the
statement of income for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted
EPS computation. The effective date of this statement is for
financial statements issued for periods ending after December 15,
1997. The adoption of this Statement is not expected to have a
material effect on earnings per share.
7
<PAGE>
THE BANK HOLDING COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2.
The following is management's discussion and analysis of certain significant
factors which have affected the financial position and operating results of the
Company and its bank subsidiaries, The Bank of Spalding County (Spalding) and
the First Community Bank of Henry County (Henry) during the periods included in
the accompanying consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1997, the liquidity ratios of both banks, as determined
under guidelines established by regulatory authorities, were satisfactory.
At September 30, 1997, the capital ratios of the Company and the Banks were
adequate based on regulatory minimum capital requirements. The minimum capital
requirements and the actual capital ratios for the Company are as follows:
<TABLE>
<CAPTION>
ACTUAL
----------------------------------------------
FIRST
COMMUNITY
THE BANK THE BANK BANK OF
HOLDING OF SPALDING HENRY REGULATORY
COMPANY COUNTY COUNTY REQUIREMENT
-------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Leverage capital ratio 7.30% 9.31% 9.18% 4.00%
Risk-based capital ratios:
Core capital 9.43 12.63 11.36 4.00
Total capital 10.36 13.87 12.01 8.00
</TABLE>
8
<PAGE>
FINANCIAL CONDITION
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
INCREASE (DECREASE)
SEPTEMBER 30, DECEMBER 31, ------------------
1997 1996 AMOUNT PERCENT
------------- ------------ -------- --------
(DOLLARS IN THOUSANDS)
----------------------------------------------------
<S> <C> <C> <C> <C>
Cash and due from banks $ 3,044 $ 3,499 $ (455) (13.00)%
Securities 25,648 21,395 4,253 19.88
Federal funds sold 2,260 3,220 (960) (29.81)
Loans 88,414 82,368 6,046 7.34
Premises and equipment 3,633 3,921 (288) (7.35)
Goodwill 2,231 2,369 (138) (5.83)
Other assets 2,160 1,796 364 20.27
-------- -------- ------
$127,390 $118,568 $8,822 7.44
======== ======== ======
Deposits $110,705 $104,442 $6,263 6.00%
Securities sold under repurchase agreements 685 - 685 -
Other borrowings 77 77 - -
Other liabilities 2,287 1,589 698 43.93
Preferred stock 2,446 2,446 - -
Common stockholders' equity 11,190 10,014 1,176 11.74
-------- -------- ------
$127,390 $118,568 $8,822 7.44
======== ======== ======
</TABLE>
As indicated in the above table, the Company's total assets during 1997 have
grown at a rate of 7.44%. This increase was primarily the result of loan growth
during the second and third quarters of 1997. This increase was funded by a
growth in deposits and use of securities sold under repurchase agreements.
9
<PAGE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Following is a summary of the Company's operations for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, INCREASE (DECREASE)
------------------------------- -----------------------------
1997 1996 AMOUNT PERCENT
----------- ---------- ------------- ------------
(DOLLARS IN THOUSANDS)
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income $ 2,888 $ 2,606 $ 282 10.82%
Interest expense 1,304 1,133 171 15.09
Net interest income 1,584 1,473 111 7.54
Provision for loan losses 15 40 (25) (62.50)
Other income 298 256 42 16.41
Other expense 1,120 1,046 74 7.07
Pretax income 747 643 104 16.17
Income taxes 292 253 39 15.42
Net income 455 390 65 16.67
</TABLE>
<TABLE>
NINE MONTHS ENDED
SEPTEMBER 30, INCREASE (DECREASE)
------------------------------- -----------------------------
1997 1996 AMOUNT PERCENT
----------- ---------- ------------- ------------
(DOLLARS IN THOUSANDS)
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income $ 8,289 $ 7,424 $ 865 11.65%
Interest expense 3,749 3,302 447 13.54
Net interest income 4,540 4,122 418 10.14
Provision for loan losses 50 115 (65) (56.52)
Other income 840 981 (141) (14.37)
Other expense 3,295 3,146 149 4.74
Pretax income 2,035 1,842 193 10.48
Income taxes 795 710 85 11.97
Net income 1,240 1,132 108 9.54
</TABLE>
As indicated in the above tables, the Company's net interest income has
increased by $111,000 and $418,000 for the third quarter and first nine months
of 1997, as compared to the same periods in 1996. The Company's net interest
margin decreased during the first nine months of 1997 to 5.49% from 5.61% for
the previous year.
10
<PAGE>
The provision for loan losses has decreased by $25,000 and $65,000 during the
third quarter and the first nine months of 1997, as compared to the same periods
in 1996. This change is due to a decrease of $75,000 in net charge-offs for the
first nine months of 1997 as compared to the previous year. The Company's
reserve for loan losses amounted to 1.02% at September 30, 1997 as compared to
1.09% at December 31, 1996. The allowance for loan losses is maintained at a
level that is deemed appropriate by management to adequately cover all known and
inherent risks in the loan portfolio. Management's evaluation of the loan
portfolio includes a continuing review of loan loss experience, current economic
conditions which may affect the borrower's ability to pay and the underlying
collateral value of the loans.
Information with respect to nonaccrual, past due and restructured loans at
September 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30,
-----------------------------------------
1997 1996
------------------ ------------------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
-----------------------------------------
Nonaccrual loans $ 484 $ 47
Loans contractually past due ninety days or more as
to interest or principal payments and still accruing 190 163
Restructured loans - -
Loans, now current about which there are serious doubts as to the
ability of the borrower to comply with loan repayment terms - -
Interest income that would have been recorded on nonaccrual
and restructured loans under original terms 6 3
Interest income that was recorded on nonaccrual and restructured loans 4 2
</TABLE>
It is the policy of the Banks to discontinue the accrual of interest income
when, in the opinion of management, collection of such interest becomes
doubtful. This status is accorded such interest when (1) there is a significant
deterioration in the financial condition of the borrower and full repayment of
principal and interest is not expected and (2) the principal or interest is more
than ninety days past due, unless the loan is both well-secured and in the
process of collection.
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
11
<PAGE>
Information regarding certain loan and allowance for loan loss data through
September 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------------
1997 1996
------------------ ------------------
(DOLLARS IN THOUSANDS)
-----------------------------------------
<S> <C> <C>
Average amount of loans outstanding $ 84,739 $ 76,200
================== ==================
Balance of allowance for loan losses at beginning of period $ 882 $ 868
------------------ ------------------
Loans charged off
Commercial and financial - -
Real estate mortgage - 101
Installment 59 51
------------------ ------------------
59 152
------------------ ------------------
Loans recovered
Commercial and financial - -
Real estate mortgage - 16
Installment 10 12
------------------ ------------------
10 28
------------------ ------------------
Net charge-offs 49 124
------------------ ------------------
Additions to allowance charged to operating expense during period 50 115
------------------ ------------------
Balance of allowance for loan losses at end of period $ 883 $ 859
================== ==================
Ratio of net loans charged off during the period to average loans outstanding .06 .16
================== ==================
</TABLE>
Other income has increased by $42,000 during the third quarter but decreased by
$141,000 for the first nine months of 1997, respectively, as compared to the
same periods in 1996. The changes are due primarily to an increase of $23,000
in gains on sales of mortgage loans for the third quarter but an overall
decrease of $93,000 for the first nine months of 1997.
Other operating expenses have increased by $74,000 and $149,000 during the third
quarter and the first nine months of 1997, respectively, as compared to the same
periods in 1996. The increases in other expenses are due primarily to increases
in equipment expenses of $42,000 and other operating expenses of $104,000 for
the first nine months of 1997 as compared to the previous year.
The Company's provision for income taxes increased by $39,000 and $85,000 during
the third quarter and first nine months, respectively, as compared to the same
periods in 1996 due to higher pre-tax income.
The Company is not aware of any other known trends, events or uncertainties that
will have or that are reasonably likely to have a material effect on its
liquidity, capital resources or operations. The Company is also not aware of
any current recommendations by the regulatory authorities which, if they were
implemented, would have such an effect.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter ended
September 30, 1997
13
<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.
THE BANK HOLDING COMPANY
BY: /s/ Charles B. Blackmon
-----------------------------------------
Charles B. Blackmon, President
(Principal Executive, Principal Financial
and Accounting Officer)
DATE:
----------------------------------------
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,044,307
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,260,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 25,648,330
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 88,413,714
<ALLOWANCE> 883,443
<TOTAL-ASSETS> 127,389,762
<DEPOSITS> 110,704,933
<SHORT-TERM> 685,000
<LIABILITIES-OTHER> 2,287,167
<LONG-TERM> 76,924
2,446,200
0
<COMMON> 2,782,625
<OTHER-SE> 8,406,913
<TOTAL-LIABILITIES-AND-EQUITY> 127,389,762
<INTEREST-LOAN> 7,137,346
<INTEREST-INVEST> 984,997
<INTEREST-OTHER> 166,386
<INTEREST-TOTAL> 8,288,729
<INTEREST-DEPOSIT> 3,735,245
<INTEREST-EXPENSE> 13,894
<INTEREST-INCOME-NET> 4,539,590
<LOAN-LOSSES> 50,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,295,260
<INCOME-PRETAX> 2,034,750
<INCOME-PRE-EXTRAORDINARY> 1,240,040
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,240,040
<EPS-PRIMARY> 1.96
<EPS-DILUTED> 0
<YIELD-ACTUAL> 5.49
<LOANS-NON> 484,000
<LOANS-PAST> 190,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 882,000
<CHARGE-OFFS> 59,000
<RECOVERIES> 10,000
<ALLOWANCE-CLOSE> 883,000
<ALLOWANCE-DOMESTIC> 883,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>