<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 June 30, 1998
- --- Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to ________________
Commission File No. 0-28280
GREATER ROME BANCSHARES, INC.
-----------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Georgia 58-2117940
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(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 5271, 1490 Martha Berry Blvd., Rome, Georgia 30162-5271
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(Address of Principal Executive Offices)
(706) 295-9300
--------------
(Issuer's Telephone Number, Including Area Code)
Not Applicable
--------------
(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
---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
700,400 shares of common stock, $.01 par value per share, were issued
and outstanding as of July 31, 1998.
Transitional Small Business Disclosure Format (check one): Yes No X
---
1
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PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements of Greater Rome Bancshares, Inc. (the
"Company") are set forth on the following pages. All adjustments have been made
which, in the opinion of management, are necessary in order to make the
financial statements not misleading.
2
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GREATER ROME BANCSHARES, INC. and subsidiary
Consolidated Balance Sheets
(Unaudited)
June 30, 1998 and December 31, 1997
<TABLE>
<CAPTION>
Assets
------
1998 1997
---- ----
<S> <C> <C>
Cash and due from banks $ 1,173,156 1,530,896
Federal funds sold 2,071,149 1,433,528
--------------- ---------------
Cash and cash equivalents 3,244,305 2,964,424
--------------- ---------------
Securities available for sale 4,578,595 2,690,808
(amortized cost of $4,374,986 and $2,686,023)
Securities held to maturity 6,775,997 6,325,869
(market value $6,781,426 and $6,317,936)
Loans 36,850,621 30,202,967
Allowance for loan losses (574,510) (480,544)
--------------- ---------------
Net loans 36,276,111 29,722,423
--------------- ---------------
Premises and equipment, net 2,742,815 2,271,350
Accrued interest receivable and other assets 815,781 721,703
--------------- ---------------
$ 54,433,604 44,696,577
=============== ===============
<CAPTION>
Liabilities and Stockholders' Equity
------------------------------------
<S> <C> <C>
Deposits:
Demand $ 5,545,045 4,414,480
Interest bearing demand 3,395,032 2,987,988
Savings 6,485,114 4,780,996
Time 27,431,203 21,382,715
--------------- ---------------
Total deposits 42,856,394 33,566,179
Federal Home Loan Bank advances 4,700,000 4,000,000
Securities sold under repurchase agreements - 500,000
Accrued interest payable and other liabilities 325,043 207,373
--------------- ---------------
Total liabilities 47,881,437 38,273,552
--------------- ---------------
Commitments
Stockholders' equity:
Preferred stock, par value $1.00 per share; 100,000 shares
authorized; no shares issued or outstanding
Common stock, par value $.01 per share; 10,000,000
shares authorized; 700,400 and 700,000 shares, respectively,
issued and outstanding 7,004 7,000
Additional paid-in capital 6,934,113 6,930,117
Accumulated deficit (391,120) (518,877)
Accumulated other comprehensive income:
Unrealized gain/(loss) on securities available for sale 2,170 4,785
--------------- ---------------
Total stockholder's equity 6,552,167 6,423,025
--------------- ---------------
$ 54,433,604 44,696,577
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
GREATER ROME BANCSHARES, INC. and subsidiary
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
For each of the Six and Three Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Interest income:
Loans, including loan fees $ 1,673,605 888,630 884,984 510,578
Investment securities, including dividends 302,756 226,311 161,890 118,682
Federal funds sold and deposits in other banks 79,412 63,912 37,884 20,182
----------- ----------- ----------- -----------
Total interest income 2,055,773 1,178,853 1,084,758 649,442
----------- ----------- ----------- -----------
Interest expense:
Time deposits 728,245 391,916 381,574 216,291
Savings deposits 115,160 72,262 64,435 39,135
Interest bearing demand deposits 29,693 28,924 16,262 14,266
Other 116,028 13,012 58,172 10,669
----------- ----------- ----------- -----------
Total interest expense 989,126 506,114 520,443 280,361
----------- ----------- ----------- -----------
Net interest income 1,066,647 672,739 564,315 369,081
Provision for loan losses 120,340 165,068 72,840 90,490
----------- ----------- ----------- -----------
Net interest income after provision 946,307 507,671 491,475 278,591
----------- ----------- ----------- -----------
Non-interest income:
Service charges 72,753 41,326 39,620 24,756
Other 42,753 20,495 24,296 9,796
----------- ----------- ----------- -----------
Total non-interest income 115,506 61,821 63,916 34,552
----------- ----------- ----------- -----------
Non-interest expenses:
Salaries and employee benefits 481,558 356,655 247,343 186,400
Occupancy and equipment expense 133,015 115,267 72,353 58,017
Other operating 269,064 194,784 136,536 100,443
----------- ----------- ----------- -----------
Total non-interest expenses 883,637 666,706 456,232 344,860
----------- ----------- ----------- -----------
Income (loss) before income taxes 178,176 (97,214) 99,159 (31,717)
Income tax expense 50,419 - 33,129 -
----------- ----------- ----------- -----------
Net earnings (loss) $ 127,757 (97,214) 66,030 (31,717)
----------- ----------- ----------- -----------
Other comprehensive income before tax:
Unrealized gain (loss) on securities available for
sale arising during the period (1,287) (4,772) (2,947) 8,438
Income tax expense (benefit) on other
comprehensive income 1,328 - (1,162) -
----------- ----------- ----------- -----------
Other comprehensive income (loss) net of tax (2,615) (4,772) (1,785) 8,438
----------- ----------- ----------- -----------
Comprehensive income (loss) 125,142 (101,986) 64,245 (23,279)
=========== =========== =========== ===========
Net earnings (loss) per share $ 0.18 (0.14) 0.09 (0.05)
=========== =========== =========== ===========
Diluted net earnings (loss) per share 0.18 (0.14) 0.09 (0.05)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
GREATER ROME BANCSHARES, INC. and subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
For each of the Six Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 127,757 (97,214)
Adjustments to reconcile net earnings (loss) to net cash
used by operating activities:
Depreciation, amortization and accretion 77,359 66,235
Provision for loan losses 120,340 165,068
Change in:
Interest receivable and other assets (100,122) (107,019)
Interest payable and other liabilities 117,670 (155,748)
--------------- ---------------
Net cash provided by (used by) operating activities 343,004 (128,678)
--------------- ---------------
Cash flows from investing activities:
Purchases of securities available for sale (1,972,311) (1,045,014)
Purchases of securities held to maturity (1,998,646) (727,887)
Proceeds from maturities and calls of securities available for sale 82,633 -
Proceeds from maturities and calls of securities held to maturity 1,550,343 250,000
Net increase in loans (6,674,027) (9,541,299)
Purchases of premises and equipment (545,330) (279,100)
--------------- ---------------
Net cash used by investing activities (9,557,338) (11,343,300)
--------------- ---------------
Cash flows from financing activities:
Net change in demand and savings deposits 3,241,727 2,756,275
Net change in time deposits 6,048,488 4,299,464
Net change in borrowings 200,000 550,000
Common stock issued for options exercised 4,000 -
--------------- ---------------
Net cash provided by financing activities 9,494,215 7,605,739
--------------- ---------------
Change in cash and cash equivalents 279,881 (3,866,239)
Cash and cash equivalents at beginning of period 2,964,424 4,823,803
--------------- ---------------
Cash and cash equivalents at end of period $ 3,244,305 957,564
=============== ===============
Supplemental disclosures of cash flow information:
Cash paid for interest $ 968,678 494,771
Income taxes paid $ 20,000 -
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
GREATER ROME BANCSHARES, INC. and subsidiary
Notes to Consolidated Financial Statements
(Unaudited)
Summary of Significant Accounting Policies
Organization
- ------------
Greater Rome Bancshares, Inc. (the "Company") is a bank holding company whose
business is conducted by its wholly owned bank subsidiary, Greater Rome Bank
(the "Bank"). The Company is subject to regulation under the Bank Holding
Company Act of 1956.
The Bank is a commercial bank that serves Rome, Georgia, a community located
approximately 50 miles north of metropolitan Atlanta, and surrounding Floyd
County. The Bank is chartered and regulated by the State of Georgia Department
of Banking and Finance and is insured and subject to regulation by the Federal
Deposit Insurance Corporation.
Basis of Presentation and Reclassification
- ------------------------------------------
The accounting principles followed by the Company and its subsidiary, and the
methods of applying these principles, conform with generally accepted accounting
principles ("GAAP") and with general practices within the banking industry. In
preparing financial statements in conformity with GAAP, management is required
to make estimates and assumptions that affect the reported amounts in the
financial statements. Actual results could differ significantly from those
estimates. Material estimates common to the banking industry that are
particularly susceptible to significant change in the near term include, but are
not limited to, the determination of the allowance for loan losses and the
valuation of real estate acquired in connection with or in lieu of foreclosure
on loans.
Cash and Cash Equivalents
- -------------------------
For presentation purposes in the consolidated statements of cash flows, cash and
cash equivalents include cash on hand, amounts due from banks, interest-bearing
deposits with banks and federal funds sold.
Investment Securities
- ---------------------
The Company classifies its securities in one of three categories: trading,
available for sale, or held to maturity. Trading securities are bought and held
principally for sale in the near term. Held to maturity securities are those
securities for which the Company has the ability and intent to hold the security
until maturity. All other securities not included in trading or held to maturity
are classified as available for sale. The Company's current investment policy
prohibits trading activity.
Held to maturity securities are recorded at cost, adjusted for the amortization
or accretion of premiums or discounts. Transfers of securities between
categories are recorded at fair value at the date of transfer. Unrealized
holding gains or losses associated with transfers of securities from held to
maturity to available for sale are recorded as a separate component of
stockholders' equity.
Available for sale securities consist of investment securities not classified as
trading securities or held to maturity securities and are recorded at fair
value. Unrealized holding gains and losses, net of the related tax effect, on
securities available for sale are excluded from earnings and are reported as a
separate component of stockholders' equity until realized.
A decline in the market value of any available for sale or held to maturity
investment below cost that is deemed other than temporary is charged to earnings
and establishes a new cost basis for the security.
Premiums and discounts are amortized or accreted over the life of the related
security as an adjustment to the yield. Realized gains and losses for securities
classified as available for sale and held to maturity are
6
<PAGE>
included in earnings and are derived using the specific identification method
for determining the cost of securities sold.
Loans, Loan Fees and Interest Income
- ------------------------------------
Loans that management has the intent and ability to hold for the foreseeable
future or until maturity are reported at the principal amount outstanding, net
of the allowance for loan losses and any deferred fees or costs on originated
loans. Interest on all loans is calculated principally by using the simple
interest method on the daily balance of the principal amount outstanding.
A loan is considered impaired when, based on current information and events, it
is probable that all amounts due according to the contractual terms of the loan
agreement will not be collected. Impaired loans are measured based on the
present value of expected future cash flows discounted at the loan's effective
interest rate, or at the loan's observable market price, or at the fair value of
the collateral of the loan if the loan is collateral dependent. Interest income
from impaired loans is recognized using a cash basis method of accounting during
the time within that period in which the loans were impaired.
Allowance for Loan Losses
- -------------------------
The Bank's provision for loan losses is based upon management's continuing
review and evaluation of the loan portfolio and is intended to create an
allowance adequate to absorb losses on loans outstanding as of the end of each
reporting period. For individually significant loans, management's review
consists of evaluations of the financial strength of the borrowers and the
related collateral. The review of groups of loans, which are individually
insignificant, is based upon delinquency status of the group, lending policies,
and collection experience.
Management believes that the allowance for loan losses is adequate. While
management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the allowance for loan losses.
Such agencies may require the Bank to recognize additions to the allowance based
on their judgments of information available to them at the time of their
examination.
Premises and Equipment
- ----------------------
Premises and equipment are stated at cost less accumulated depreciation. Major
additions and improvements are charged to the asset accounts while maintenance
and repairs that do not improve or extend the useful lives of the assets are
expensed currently. When assets are retired or otherwise disposed of, the cost
and related accumulated depreciation are removed from the accounts, and any gain
or loss is reflected in earnings for the period.
Depreciation expense is computed using the straight-line method over the
following estimated useful lives:
Buildings 40 years
Land improvements 20 years
Furniture, fixtures and equipment 2 - 7 years
Income Taxes
- ------------
Deferred tax assets and liabilities are recorded for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Future tax
benefits, such as net operating loss carryforwards, are recognized to the extent
that realization of such benefits is more likely than not. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which the assets and liabilities are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income tax expense in the period that
includes the enactment date.
7
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In the event the future tax consequences of differences between the financial
reporting bases and the tax bases of the Company's assets and liabilities
results in deferred tax assets, an evaluation of the probability of being able
to realize the future benefits indicated by such asset is required. A valuation
allowance is provided for the portion of the deferred tax asset when it is more
likely than not that some portion or all of the deferred tax asset will not be
realized. In assessing the realizability of the deferred tax assets, management
considers the scheduled reversals of deferred tax liabilities, projected future
taxable income, and tax planning strategies.
Net Earnings Per Share
- ----------------------
Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share"
became effective for the Company for the year-ended December 31, 1997. This new
standard specifies the computation, presentation and disclosure requirements for
earnings per share and is designed to simplify previous earnings per share
standards and to make domestic and international practices more compatible.
Earnings per share are based on the weighted average number of common shares
outstanding during the period while the effects of potential shares outstanding
during the period are included in diluted earnings per share. All earnings per
share amounts have been restated to conform to the provisions of SFAS No. 128.
SFAS No. 128 requires the presentation on the face of the statement of earnings
of earnings per share with and without the dilutive effects of potential common
stock issuances from instruments such as options, convertible securities and
warrants. Additionally, the new statement requires the reconciliation of the
amounts used in the computation of both "earnings per share" and "diluted
earnings per share" for the periods presented in the financial statements. For
the six months and three months ended June 30, 1998, the per share amounts were
calculated as follows:
<TABLE>
<CAPTION>
Six months ended June 30, 1998 Three months ended June 30, 1998
------------------------------ --------------------------------
Net Common Per Share Net Common Per Share
Earnings Shares Amount Earnings Shares Amount
-------- ------ ------ -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Earnings per share $127,757 700,100 $0.1825 $66,030 700,200 $0.0943
Effect of stock options 8,864 8,727
Diluted earnings per share $127,757 708,964 $0.1802 $66,030 708,927 $0.0931
</TABLE>
With regard to the same periods in 1997, the effect of the stock options would
be anti-dilutive. There were 700,000 weighted average number of shares
outstanding for the six months and three months ended June 30, 1997.
Recent Accounting Pronouncements
- --------------------------------
During the first quarter of 1998, the Company implemented the following
pronouncements. The Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information". SFAS No. 130 establishes standards
for the reporting and display of comprehensive income and its components in a
full set of general-purpose financial statements. SFAS No. 131 specifies the
presentation and disclosure of operating segment information reported in the
annual report and interim reports issued to stockholders. The provisions of both
statements are effective for fiscal years beginning after December 15, 1997. The
management of the Company believes that the adoption of these statements has not
had a material impact on the Company's financial position, results of
operations, or liquidity.
8
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FORWARD LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-QSB and the
exhibits hereto which are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act (the "Act"). In addition, certain statements in future
filings by the Company with the Securities and Exchange Commission, in press
releases, and in oral and written statements made by or with the approval of the
Company which are not statements of historical fact constitute forward-looking
statements within the meaning of the Act. Examples of forward-looking statements
include, but are not limited to: (1) projections of revenues, income or loss,
earnings or loss per share, the payment or non-payment of dividends, capital
structure and other financial items; (2) statements of plans and objectives of
the Company or its management or Board of Directors, including those relating to
products or services; (3) statements of future economic performance; and (4)
statements of assumptions underlying such statements. Words such as "believes,"
"anticipates," "expects," "intends," "targeted," and similar expressions are
intended to identify forward-looking statements but are not the exclusive means
of identifying such statements.
Forward-looking statements involve risks and uncertainties, which may cause
actual results to differ materially from those in such statements. Facts that
could cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to: (1) the strength of the U.S. economy
in general and the strength of the local economies in which operations are
conducted; (2) the effects of and changes in trade, monetary and fiscal policies
and laws, including interest rate policies of the Board of Governors of the
Federal Reserve System; (3) inflation, interest rate, market and monetary
fluctuations; (4) the timely development of and acceptance of new products and
services and perceived overall value of these products and services by users;
(5) changes in consumer spending, borrowing and saving habits; (6) technological
changes; (7) acquisitions; (8) the ability to increase market share and control
expenses; (9) the effect of changes in laws and regulations (including laws and
regulations concerning taxes, banking, securities and insurance) with which the
Company and its subsidiary must comply; (10) the effect of changes in accounting
policies and practices, as may be adopted by the regulatory agencies as well as
the Financial Accounting Standards Board; (11) changes in the Company's
organization, compensation and benefit plans; (12) the costs and effects of
litigation and of unexpected or adverse outcomes in such litigation; and (13)
the success of the Company at managing the risks involved in the foregoing.
Such forward-looking statements speak only as of the date on which such
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made to reflect the occurrence of unanticipated events.
FINANCIAL CONDITION
Assets
As of June 30, 1998, the Company had concluded twenty-eight months of banking
operations with $54.4 million in total assets, up $9.7 million over year-end
1997. Total deposits had increased $9.3 million over year-end 1997 to $42.9
million. Total loans outstanding had increased $6.6 million over year-end 1997
to $36.9 million. The Bank's loan-to-asset ratio at June 30, 1998 was 68.1%, as
compared to 68.1% at year-end 1997.
Loan growth in the first six months of 1998 exceeded budget by approximately
$750 thousand. Deposit growth in the first six months of 1998 exceeded budget by
approximately $1.4 million. All of the Bank's growth in deposits and loans has
come from the local market. Management attributes this growth to a
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relatively stable local economy combined with competitive banking services
delivered by a locally owned and operated community bank. The Bank has
established itself as one of only two locally owned and operated community banks
in its market, which has been dominated by regional banks and fragmented by
credit unions over the past several years.
In the second quarter of 1998, the Bank finished construction of a branch
banking facility at 800 East Second Avenue in Rome (the "East Rome Office"),
approximately two miles south of the Bank's main office. The East Rome Office
opened for business in the first week of June 1998. It is a full service branch
office with three drive-up banking lanes and will have a drive-up ATM installed
in the third quarter of 1998.
The East Rome site was acquired for $211 thousand in the first quarter of 1997.
The cost of the East Rome Office building and site work was originally estimated
to be approximately $360 thousand. The actual cost of the facility, including
site work, furniture, fixtures and equipment was $500 thousand. Most of the cost
overruns were related to site-work, landscaping and retaining walls, all
required for proper drainage, and fencing on the retaining walls which was
required for public safety. Despite the cost overruns, management projects that
the new office should be making a contribution to earnings after twelve months
of operations and should position the Bank to more fully service the greater
Rome market.
The banking industry continues to experience stiff competition from non-banks
for deposit and investment type products. Competition for local deposit dollars
continues to put upward pressure on the cost of deposits. In the current market
environment, management has found that the Bank can borrow term funds from
wholesale resources at rates that are less than the cost of local certificates
of deposit. The Bank's Asset/Liability Management Committee has adopted policies
designed to diversify funding sources in the event that local market deposits
become even less available and more costly. Within limits, the Bank may obtain
funding from brokered certificates of deposit and other forms of wholesale
borrowing, such as the Federal Home Loan Bank and term repurchase agreements.
These policies should allow the Bank to continue to meet the local market's
credit demands and provide the flexibility to obtain funding from various
sources at optimum rates. While this policy shift provides greater funding
flexibility, in the long run the Bank will continue to place primary funding
emphasis on local deposit growth.
Capital
At June 30, 1998, the Bank's capital position was in excess of FDIC guidelines
to qualify as "well capitalized". Based on the level of the Bank's risk weighted
assets at quarter end, the Bank had $2.8 million more capital than necessary to
satisfy the "well-capitalized" criteria. The Bank's capital adequacy is
monitored quarterly by the Bank's Asset/Liability Committee, as asset and
liability growth, mix and pricing strategies are developed.
Assuming the Bank continues to grow with a risk-weighted asset mix consistent
with its historical experience, and that it has reasonable earnings and
maintains asset quality, the Bank's capital will approach the minimum limits for
well-capitalized when its assets are approximately $100 million. While there are
no assurances that the Bank will continue to grow at the rate it has grown over
the past two years, management must anticipate such growth and make plans for
sufficient capital to support such growth. Management and the Board are
currently developing capital growth strategies.
Liquidity
Management monitors its liquidity position daily and the Asset Review Committee
reviews a liquidity management report on a weekly basis, which reflects the
Bank's results against policy guidelines and the Bank's unfunded commitments and
capital position. The reports reflect funding capacity projections based on
capital limits and policy limits assuming no further local market deposit growth
(a worst case scenario).
10
<PAGE>
As of June 30, 1998, the Bank had unfunded loan commitments, primarily on
commercial lines of credit, totaling $4.2 million.
The Bank intends to manage its loan growth such that deposit flows will provide
the primary funding for all loans as well as cash reserves for working capital
and short to intermediate term marketable investments. Management will continue
to seek cost effective alternative funding sources for both the short and long
term, in the event that local deposit growth does not keep pace with local loan
demand. Such funding sources may include institutional certificates of deposit
("CD's"), local market CD's and brokered CD's.
The Bank's internal and external liquidity resources are considered by
management to be adequate to handle expected growth and normal cash flow demands
from existing deposits and loans. For the six months ended June 30, 1998,
deposit growth exceeded loan growth by $2.7 million. Securities held to maturity
increased $450 thousand over year-end to $6.8 million. Securities available for
sale increased $1.9 million to $4.6 million. Investment securities were
purchased in order to improve the yield on the Bank's internal liquidity
resources. At June 30, 1998, the average life of the Bank's securities portfolio
was 2.9 years with an average yield of 6.19%.
During the first quarter of 1998, the Bank paid off the $500 thousand repurchase
agreement that was outstanding at December 31, 1997. At June 30, 1998, the Bank
had $4.7 million in advances from the Federal Home Loan Bank ("FHLB") of
Atlanta. These advances were obtained to improve the Bank's cost of funds and to
improve interest rate risk exposure. They are secured by the Bank's investment
in first mortgage real estate loans and FHLB stock. The following table
summarizes the terms of the advances:
<TABLE>
<CAPTION>
Advance Amount Rate Features Maturity Date Next Call Date
- -------------- ---- -------- ------------- --------------
<S> <C> <C> <C> <C>
$700,000 5.93% fixed rate 7-16-1998 None
$2,000,000 5.66% fixed rate, one time call option at 2 years 9-24-2002 9-24-1999
$1,000,000 5.45% fixed rate, callable quarterly after 3-8-98 9-08-2000 9-08-1998
$1,000,000 5.40% fixed rate, one time call option at 2 years 6-18-2003 6-18-2000
</TABLE>
In July, the Bank paid off the $700,000 matured advance.
For comparison, the current cost of certificates of deposit of one year terms or
greater is 5.50% to 5.75%. If call options are exercised on any of the advances,
they will be converted into a three-month LIBOR-based floating rate advance at
three-month LIBOR. The most likely reason for the advances to be called would be
if interest rates rose sufficiently to present better investment alternatives
for the FHLB. In the event of a call, management will evaluate its funding
alternatives, given its interest rate risk profile at the time.
Net deposit growth, federal funds sold and marketable securities provide the
primary liquidity resource for loan disbursements and Bank working capital. The
Bank's investment securities portfolio provides liquidity in the form of
financing through master repurchase agreements executed with the Bank's
correspondent banks. At quarter end the funds available for liquidity purposes
consisted of $10.7 million in securities (eligible for sale under repurchase
agreements), plus Federal funds sold of $2.1 million, for a total of $12.8
million. Under these repurchase agreements, margin requirements range from 3% to
10% of the current market value of the underlying security, and the borrowing
rate tends to have a spread of approximately 25 to 40 basis points over the
Federal funds sold rate. The repurchase agreements allow the Bank to raise funds
out of its total securities portfolio without being forced to sell the
securities and recognize gains or losses as a result of the sale. In addition to
these sources of funds, the Bank has unsecured Federal funds purchase lines of
credit totaling $3.0 million, all of which were available at quarter end. The
correspondent banks may revoke these lines at any time.
The Bank became a member of the Federal Home Loan Bank of Atlanta in June of
1997. FHLB membership provides an additional source of liquidity through credit
programs, which can provide term funding for up to
11
<PAGE>
10 years and, in certain qualified programs, up to 20 years. The Bank's first
mortgage loans are assigned as collateral for such financing. The Bank has $6.4
million in eligible residential first mortgage loans that have been assigned to
the FHLB. These loans provide approximately $5.1 million in lendable value. The
Bank also has $7.1 million in commercial mortgage loans that may qualify as
collateral for advances with the FHLB.
RESULTS OF OPERATIONS
The Company had net earnings of $127,757 ($0.18 per share) for the six months
ended June 30, 1998 and $66,030 ($0.09 per share) for the three months ended
June 30, 1998. This compares to a net loss of $97,214 ($0.14 per share) for the
six months ended June 30, 1997 and a net loss of $31,717 ($0.05 per share) for
the three months ended June 30, 1997.
Net Interest Income
Net interest income increased 59% to $1,066,647 for the six months ended June
30, 1998 and increased 53% to $564,315 for the three months ended June 30, 1998,
as compared to the same periods in the prior year. Average earning assets
increased 67% to $46.1 million for the six months ended June 30, 1998 as
compared to the same period in the prior year. For the six months ended June 30,
1998, the net yield on average earning assets, before the provision for loan
losses, was 4.63% for 1998. This compares to 4.92% for the same period in 1997.
The lower net yield for 1998 was primarily due to the higher funding cost
associated with 83.0% of average earning assets being funded by interest bearing
deposits. For 1997, 76.2% of average earning assets were funded by interest
bearing deposits. In 1998 average time deposits and other borrowings, the most
expensive components of the Bank's funding, were 63.1% of average earning
assets. This compares to 51.3% for the same period in 1997. For the six months
ended June 30, 1998, average loans comprised 72.4% of average earning assets.
For the same period in 1997, average loans were 64.7% of average earning assets.
Summary of Loan Loss Experience
<TABLE>
<CAPTION>
Six months Six months Three months Three months
ended ended ended ended
Allowance for possible loan losses 6/30/98 6/30/97 6/30/98 6/30/97
---------------------------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Balance at the beginning of the period $ 480,544 133,342 520,148 203,716
Charge-offs:
Real estate - mortgage 2,924 - - -
Consumer loans 32,719 11,924 25,257 7,720
-------------- ----------- ----------- ----------
Total 35,643 11,924 25,257 7,720
-------------- ----------- ----------- ----------
Recoveries:
Real estate - mortgage - - - -
Consumer loans 9,269 140 6,779 140
-------------- ----------- ----------- ----------
Total 9,269 140 6,779 140
-------------- ----------- ----------- ----------
Net charge-offs: 26,374 11,784 18,478 7,580
Additions charged to operations 120,340 165,068 72,840 90,490
============== =========== =========== ==========
Balance at end of period $ 574,510 286,626 574,510 286,626
============== =========== =========== ==========
Average loans outstanding $ 33,385,487 17,852,767 35,241,760 20,417,579
Ratio of net charge-offs to average loans 0.08% 0.07% 0.05% 0.04%
</TABLE>
12
<PAGE>
Management takes a number of factors into consideration when determining the
additions to be made to the loan loss allowance. Since the Bank has just
concluded twenty-eight months of operations, it does not have sufficient history
in its portfolio performance on which to base additions. Accordingly, additions
to the reserve are primarily based on maintaining a targeted ratio for the
allowance for loan losses to total loans equal to at least 1.50%. This target is
based on national peer group ratios and Georgia banking industry ratios. Under
this methodology, charge-offs will increase the amount of additions to the
allowance and recoveries will reduce additions.
In addition, management performs an on-going loan review process. All new loans
are risk rated under loan policy guidelines. On a monthly basis, the composite
risk ratings are evaluated in a model that assesses the adequacy of the current
allowance for loan losses, and this evaluation is presented to the Board of
Directors each month. On a weekly basis, loan reviews are performed on new loans
and presented in the weekly Asset Review Committee meeting. Large loans are
reviewed periodically. Risk ratings may be changed if it appears that new loans
may not have received the proper initial grading or, if on existing loans,
credit conditions have improved or worsened.
The Bank's policy is to place loans on non-accrual status when it appears that
the collection of principal and interest in accordance with the terms of the
loan is doubtful. Any loan that becomes 90 days past due as to principal or
interest is automatically placed on non-accrual, unless corrective action is
certain and imminent.
As the Bank matures, the additions to the loan loss allowance will be based more
on historical performance, the detailed loan review and allowance adequacy
evaluation. Management expects to incur losses on loans from time to time when
borrowers' financial conditions deteriorate. Where feasible, loans charged down
or charged off will continue to be collected. Management considers the quarter
end allowance adequate to cover potential losses in the loan portfolio.
Risk Elements
<TABLE>
<CAPTION>
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Nonaccrual, Past Due and Restructured Loans
- -------------------------------------------
Nonaccrual loans $ 26,925 47,025
Accruing loans contractually past due 90 days or more $ - -
Troubled debt restructurings $ - -
</TABLE>
All of the non-accrual loans at June 30, 1998 and 1997 were consumer. Interest
that was not accrued on non-accrual loans in the six months ended June 30, 1998
totaled $1,176. Interest that was collected and recorded in income on
non-accrual loans in the six months ended June 30, 1998 totaled $1,197.
Non-interest Income and Expenses
Non-interest income increased 87% to $115,506 for the six months ended June 30,
1998 and increased 85% to $63,916 for the three months ended June 30, 1998, as
compared to the same periods in the prior year. Service charges on deposit
accounts increased 76% to $72,753 for the six months ended June 30, 1998 and
increased 60% to $39,620 for the three months ended June 30, 1998, as compared
to the same periods in the prior year. This increase is primarily due to the
increased volume of services used on the Bank's transaction accounts, on which
average balances increased by 30% from the first six months of 1997 compared to
1998. Other income increased 109% to $42,753 for the six months ended June 30,
1998 and increased 148% to $24,296 for the three months ended June 30, 1998, as
compared to the same periods in the prior year. Other income consists primarily
of mortgage origination fee income and credit life and disability income earned.
In mid 1997 the Bank expanded its residential real estate lending program to
include mortgage loan programs
13
<PAGE>
available through the secondary mortgage markets. No mortgage fees were earned
in the first half of 1997. Mortgage origination fee income for the first six
months of 1998 was $26,052.
Non-interest expenses increased 33% to $883,637 for the six months ended June
30, 1998 and increased 32% to $456,232 for the three months ended June 30, 1998,
as compared to the same periods in the prior year. Average earning assets
increased 67% for the six months ended June 30, 1998, as compared to the same
period in the prior year. The lower growth rate of non-interest expenses
relative to the earning asset growth rate indicates that the Bank's operating
efficiencies continue to improve.
Salaries and benefits increased 35% to $481,558 for the six months ended June
30, 1998 and increased 33% to $247,343 for the three months ended June 30, 1998,
as compared to the same periods in the prior year. This is due to the growth in
the number of full-time-equivalent employees and increases in the costs of
employee benefits. The number of employees grew from 21 at June 30, 1997 to 30
at June 30, 1998.
Occupancy costs increased 15% to $133,015 for the six months ended June 30, 1998
and increased 25% to $72,353 for the three months ended June 30, 1998, as
compared to the same periods in the prior year. The higher growth rate in the
second quarter of 1998 is primarily attributable to opening the new office in
East Rome in June.
Other operating expenses increased 38% to $269,064 for the six months ended June
30, 1998 and increased 36% to $136,535 for the three months ended June 30, 1998,
as compared to the same periods in the prior year. Most of this increase is due
to the higher volume of business associated with business development and
marketing costs, collection expenses and data processing costs. Management
continues to focus on improving operating expense efficiencies, through the use
of current banking technologies, outsourcing solutions and human resource
training and development. In the first quarter of 1998, the Bank implemented its
telephone banking service, which provides customers with access to their account
information 24 hours a day, seven days a week, and allows the customers to
initiate certain transactions such as funds transfers. A drive-up ATM will be
available at the East Rome office in the third quarter of 1998.
Interest Rate Sensitivity
Improvement in the earnings of the Company depends upon continued earning asset
growth, good asset quality and a relatively stable economic environment.
Management feels it is reasonable for the Bank to continue to experience steady
earning asset growth as long as interest rates remain relatively stable. The
Bank is liability sensitive from the three-month to one-year time horizon
(meaning that falling rates tend to be beneficial) and asset sensitive (meaning
that rising rates tend to be beneficial) in the immediately repricing category
and in all time horizons after one year.
The Bank uses a third party, interest rate risk analysis product, which
quantifies the amount of risk to the net interest margin and to the current
market value of equity. It produces a composite analysis of several approaches
including GAP analysis, rate shocks in 100 point increments, up and down 400
basis points and simulation modeling. Based on the most recent analysis, the
Bank was determined to be within tolerance of its interest rate risk policy
limits.
As with any model, many assumptions have to be made about the repricing
attributes of the Bank's assets and liabilities. Where industry experience seems
appropriate, such assumptions are used. Given the extremely competitive market
for the public's investing and savings dollars, the "basis risk", or lack of
correlation between changes in the yields on U.S. Treasury securities or LIBOR
and customer deposit rates, seems to be getting greater. In simpler terms, if
the one-year T-bill falls in yield by 100 basis points, it is quite unlikely
that one-year time deposits will roll down by 100 basis points at maturity.
Management, throughout the banking industry, is continually challenged by the
changing nature of financial services and the investing
14
<PAGE>
public's quest for greater returns. Such uncertainty increases the uncertainty
about the conclusiveness of the interest rate risk models.
Year 2000 Processing Risk
The Board and management consider the Year 2000 ("Y2K") computer processing risk
to be a serious risk for the financial services industries, in particular, and
for all businesses which depend on computer hardware and software to perform the
critical functions of their businesses. In the third quarter of 1997, the Board
established a Y2K Policy and Y2K Compliance Committee. The Committee is headed
by senior management, meets monthly, and reports monthly to the full Board.
The Company and Bank do not use proprietary computer hardware or software. They
depend upon outsourced data processing services, third party software and PC
hardware technology. Management has identified all mission critical hardware and
software applications and is following the general guidelines promulgated by the
Federal Financial Institutions Examination Council to assure that such
applications will be renovated, with testing substantially completed by December
31, 1998, or contingency plans will be in the process of implementation.
The Company has replaced all non-compliant hardware and software associated with
its local area networks, wide area network and workstations and has completed
testing and documentation for these systems. The servicing vendors appear to
have completed their renovations and have reported that unit testing and proxy
testing should be completed by September 30, 1998. Management is developing its
integrated test plans and expects to be participating with servicing vendors
throughout the last six months of 1998. All renovations to mission critical
applications are expected to be implemented by December 31, 1998. Management has
no reason to believe at this time, that all mission critical applications will
not be adequately addressed by our vendors' plans.
The Bank's core processing, which maintains all customer record keeping and
financial management information systems, is handled by Fiserv, Inc., an
international data processing company, which specializes in financial
institution data processing and serves 15% of the banks, credit unions and
savings institutions in the U.S. Thousands of financial institutions with over
fifty million customer accounts are processed on its systems. Accordingly,
Fiserv must satisfy all regulatory requirements imposed upon bank data
processors. The Bank's Fiserv service center has reported that it has begun
testing its program renovations and will be conducting proxy bank tests in the
third quarter of 1998. All of their clients are expected to participate in
integrated tests in the fourth quarter of 1998. Fiserv has communicated a
corporate wide goal of substantial implementation of all renovated systems by
December 24, 1998.
Management has completed its assessment of the Bank's significant commercial
loan relationships to determine how much Y2K risk may exist in the Bank's
customer base. To the extent that such risk has been identified, management is
requiring those customers to keep the Bank informed of their progress.
Management's current plans are to help the Bank's customers understand the risks
involved, to share the Bank's strategies and to encourage those customers to
satisfy their compliance requirements on time lines that are consistent with
those of the Bank. The Bank's loan agreements and credit review processes have
been modified to address this risk. The Bank's contingency plans for customers
who fail to adequately address this risk may include, but will not be limited
to, requiring such customers to pay off their loans.
The resource commitments and costs of implementing Y2K solutions on mission
critical systems are currently estimated to be approximately $77,000. About half
of this was included in the 1998 budget. At this time, the costs of implementing
Y2K solutions are not expected to have a material impact on the results of
operations.
15
<PAGE>
Nevertheless, there can be no assurances that all hardware and software that the
Company will use will be Year 2000 compliant. Further, as noted above the
business of the Company's customers and vendors may be negatively affected by
the Year 2000 issue, and any financial difficulties incurred by the Company's
customers and vendors in solving Year 2000 issues could negatively affect their
ability to perform their agreements with the Company. Therefore, even if the
Company does not incur significant direct costs in connection with responding to
the Year 2000 issue, there can be no assurance that the failure or delay of the
Company's customers, vendors or other third parties in addressing the Year 2000
issue or the costs involved in such process will not have a material adverse
effect on the Company's business, financial condition and results of operations.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material, pending legal proceedings to which the Company or any of
its subsidiaries is a party or of which any of their property is the subject.
Item 2. Changes in Securities.
(a) Not applicable.
(b) Not applicable.
(c) On May 15, 1998, 400 shares of the Company's common stock were
issued pursuant to the exercise of incentive stock options formerly issued to a
non-executive employee under the Company's 1996 Stock Option Plan. The exercise
price was $10.00 per share. The employee resigned, and under the terms of the
option grant, the employee had 30 days to exercise vested options; otherwise,
the options would expire. These securities were issued pursuant to exemptions
from registration provided by section 4(2) of the Securities Act of 1933, as
amended, and section 10-5-9(9) of the Georgia Securities Act of 1973, as
amended.
(d) Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
16
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
On May 14, 1998 the Company held its third annual meeting of shareholders. At
that meeting the following items were voted upon with the results of the votes
tabulated below each item:
For Withheld/Against Abstentions/Non-votes
--- ---------------- ---------------------
(a) to elect eleven directors to the Board of Directors to serve terms until the
next annual meeting or until their successors are qualified and elected.
Director Nominee
- ----------------
Robert L. Berry 436,256 4,050 none
Frank A. Brown, Jr. 436,256 4,050 none
Thomas D. Caldwell, III 436,256 4,050 none
Gene G. Davidson, MD 436,256 4,250 none
Henry Haskell Perry 436,256 4,050 none
Bradford Lee Riddle 436,256 4,050 none
M. Wayne Robinson 436,256 4,250 none
Dale G. Smith 436,256 4,050 none
Paul E. Smith 436,256 4,050 none
W. Fred Talley 436,256 4,050 none
Martha B. Walstad 436,256 4,050 none
Pursuant to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act of
1934, as amended, shareholders desiring to present a proposal for consideration
at the Company's 1999 Annual Meeting of Shareholders must notify the Company in
writing at its principal office at 1490 Martha Berry Blvd., Rome, Georgia 30165,
of the contents of such proposal no later February 24, 1999. Failure to timely
submit such a proposal will enable the proxies appointed by management to
exercise their discretionary voting authority when the proposal is raised at the
Annual meeting of Shareholders without any discussion of the matter in the proxy
statement.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
3.1 Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement No. 33-82858 on Form SB-2).
3.2 Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement No. 33-82858 on Form SB-2).
4.1 Provisions of Company's Articles of Incorporation and Bylaws Defining
the Rights of Shareholders (Incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement No. 33-82858 on Form SB-2).
4.2 Form of Stock Certificate (Incorporated by reference to Exhibit 4.2 to
the Company's Registration Statement No. 33-82858 on Form SB-2).
17
<PAGE>
10.1 *Employment Agreement between the Company and Thomas D. Caldwell, III
dated September 1, 1997. (Incorporated by reference to Exhibit 10.1 of
the Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997).
10.2 *Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan (Incorporated
by reference to Exhibit 10.12 of the Company's Annual Report on Form
10-KSB for the year-ended December 31, 1995).
10.3 *Form of Incentive Stock Option Agreement (Incorporated by reference to
Exhibit 10.13 of the Company's Annual Report on Form 10-KSB for the
year-ended December 31, 1996).
10.4 *Form of Stock Option Award to Non-employee Directors (Incorporated by
reference to Appendix A to the Company's Proxy Statement for the 1997
Annual Meeting of the Shareholders held May 15, 1997).
10.5 *Employment Agreement between the Company and E. Grey Winstead, III
dated September 1, 1997. (Incorporated by reference to Exhibit 10.5 of
the Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997).
27.1 Financial Data Schedule (for S.E.C. use only).
- -----------------------------------
* Indicates a management contract or compensatory arrangement.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter ended June 30,
1998.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREATER ROME BANCSHARES, INC.
July 31, 1998 By: /s/ Thomas D. Caldwell, III
-------------------------------------
Thomas D. Caldwell, III
President, Chief Executive Officer
By: /s/ E. Grey Winstead, III
-------------------------------------
E. Grey Winstead, III
Principal Financial and Accounting
Officer
19
<PAGE>
GREATER ROME BANCSHARES, INC.
Form 10-QSB for the quarterly period ended June 30, 1998
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page
- ------ ----------- ----
3.1 Articles of Incorporation (Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement No.
33-82858 on Form SB-2). N/A
3.2 Bylaws (Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement No. 33-82858 on Form SB-2). N/A
4.1 Provisions of Company's Articles of Incorporation and
Bylaws Defining the Rights of Shareholders (Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement No. 33-82858 on Form SB-2). N/A
4.2 Form of Stock Certificate (Incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement No.
33-82858 on Form SB-2). N/A
10.1 *Employment Agreement between the Company and Thomas D.
Caldwell, III dated September 1, 1997. (Incorporated by
reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1997). N/A
10.2 *Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.12 of the Company's
Annual Report on Form 10-KSB for the year-ended December 31,
1995). N/A
10.3 *Form of Incentive Stock Option Agreement (Incorporated by
reference to Exhibit 10.13 of the Company's Annual Report on
Form 10-KSB for the year-ended December 31, 1996). N/A
10.4 *Form of Stock Option Award to Non-employee Directors
(Incorporated by reference to Appendix A to the Company's
Proxy Statement for the 1997 Annual Meeting of the
Shareholders held May 15, 1997). N/A
10.5 *Employment Agreement between the Company and E. Grey
Winstead, III dated September 1, 1997. (Incorporated by
reference to Exhibit 10.5 of the Company's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1997). N/A
27.1 Financial Data Schedule (for S.E.C. use only).
- ---------------------------------
* Indicates a management contract or compensatory arrangement.
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,173,156
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,071,149
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,578,595
<INVESTMENTS-CARRYING> 6,775,997
<INVESTMENTS-MARKET> 0
<LOANS> 36,850,621
<ALLOWANCE> 574,510
<TOTAL-ASSETS> 54,433,604
<DEPOSITS> 42,856,394
<SHORT-TERM> 700,000
<LIABILITIES-OTHER> 325,043
<LONG-TERM> 4,000,000
0
0
<COMMON> 7,004
<OTHER-SE> 6,545,163
<TOTAL-LIABILITIES-AND-EQUITY> 54,433,604
<INTEREST-LOAN> 1,673,605
<INTEREST-INVEST> 302,756
<INTEREST-OTHER> 79,412
<INTEREST-TOTAL> 2,055,773
<INTEREST-DEPOSIT> 873,098
<INTEREST-EXPENSE> 989,126
<INTEREST-INCOME-NET> 1,066,647
<LOAN-LOSSES> 120,340
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 883,637
<INCOME-PRETAX> 178,176
<INCOME-PRE-EXTRAORDINARY> 178,176
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 127,757
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
<YIELD-ACTUAL> 4.63
<LOANS-NON> 26,925
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 480,544
<CHARGE-OFFS> 35,643
<RECOVERIES> 9,269
<ALLOWANCE-CLOSE> 574,510
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 574,510
</TABLE>
