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FORM 10-Q

Commission file number: 000-30805

WGNB CORP.

201 Maple Street
P.O. Box 280
Carrollton, Georgia 30112

(770) 832-3557

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o  No þ

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

WGNB CORP.

INDEX TO FORM 10-Q

Part I – Financial Information

Item 1. Financial Statements

      The unaudited financial statements of WGNB Corp. (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.

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WGNB CORP.
Consolidated Balance Sheet

September 30, 2003

See accompanying notes to consolidated financial statements.

2

WGNB CORP.

For the Three Months Ended September 30, 2003 and 2002
(unaudited)

See accompanying notes to consolidated financial statements.

3

WGNB CORP.
Consolidated Statements of Comprehensive Income

For the Three Months Ended September 30, 2003 and 2002
(unaudited)

See accompanying notes to consolidated financial statements.

4

WGNB CORP.
Consolidated Statements of Earnings
For the Nine Months Ended September 30, 2003 and 2002
(unaudited)

See accompanying notes to consolidated financial statements.

5

WGNB CORP.

For the Nine Months Ended September 30, 2003 and 2002
(unaudited)

See accompanying notes to consolidated financial statements.

6

WGNB CORP.
Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2003 and 2002
(unaudited)

See accompanying notes to consolidated financial statements.

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WGNB CORP.
Consolidated Statements of Cash Flows, continued

For the Nine Months Ended September 30, 2003 and 2002
(unaudited)

See accompanying notes to consolidated financial statements.

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WGNB Corp.
Notes to Consolidated Financial Statements

September 30, 2003
(unaudited)

(1)       Basis of Presentation

The consolidated financial statements include the accounts of WGNB Corp. (the “Company”) and its wholly-owned subsidiary, West Georgia National Bank (the “Bank”). All significant inter-company accounts have been eliminated in consolidation. In some cases, certain prior period amounts have been reclassified to conform with current year presentation.

The accompanying unaudited interim consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary to present fairly the Company’s financial position as of September 30, 2003, and the results of its operations and its cash flows for the nine-month period then ended. All such adjustments are normal and recurring in nature. The financial statements included herein should be read in conjunction with consolidated financial statements and the related notes and the report of independent accountants included in the Company’s filing on Form 10-K which included the results of operations for the years ended December 31, 2002, 2001 and 2000.

Critical Accounting Policies

The Company’s accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial condition. Some of the Company’s accounting policies require significant judgment regarding valuation of assets and liabilities and/or significant interpretation of specific accounting guidance. A description of the Company’s significant accounting policies can be found in Note 1 of the Notes to Consolidated Financial Statements in the Company’s Annual Report to Shareholders for the year ended December 31, 2002.

Many of the Company’s assets and liabilities are recorded using various valuation techniques that require significant judgment as to recoverability. The collectibility of loans is reflected through the Company’s estimate of the allowance for loan losses. The Company performs periodic detailed reviews of its loan portfolio in order to assess adequacy of the allowance for loan losses in light of anticipated risks and loan losses. In addition, investment securities available for sale are reflected at their estimated fair value in the consolidated financial statements. Such amounts are based on either quoted market prices or estimated values derived by using dealer quotes and market comparisons.

Stock Compensation Plans

SFAS No. 123, “Accounting for Stock-Based Compensation”, encourages all entities to adopt a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, whereby compensation cost is the excess, if any, of the quoted market price of the stock at the grant date (or other measurement date) over the amount an employee must pay to acquire the stock. Stock options issued under the Company’s stock option plan have no intrinsic value at the grant date, and under Opinion No. 25 no compensation cost is recognized for them. The Company has elected to continue with the accounting methodology in Opinion No. 25 and, as a result, has provided proforma disclosures of net income and earnings per share and other disclosures, as if the fair value based method of accounting had been applied. Had compensation cost for the plan been determined based upon the fair value of the options at the grant dates, the Company’s net earnings per share for the year to date and quarters ended September 30, 2003 and 2002 would have been reduced to the proforma amounts indicated below:

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WGNB Corp.
Notes to Consolidated Financial Statements

September 30, 2003
(unaudited)

(1)       Basis of Presentation, continued

The fair value of each option is estimated on the date of the grant using the Black-Scholes Model. The weighted average estimated fair value of each option granted in 2003 and 2002 was $5.71 and $6.91, respectively. The following weighted average assumptions were used for grants in 2003 and 2002, respectively: dividend yield of 2.41 percent and 2.40 percent, risk free interest rates of 3.90 percent and 4.14 percent, respectively, and an expected life of 10 years. For disclosure purposes, the Company immediately recognized the expense associated with the option grants assuming that all awards will vest. The compensation expense included in the proforma results was determined based on the fair value of the option at the time of grant multiplied by the number of options granted net of tax effect. During the first quarter of 2003, 39,735 options were granted at an exercise price of $24.99 which compares to 17,272 options granted at an exercise price of $24.00 in the first quarter of 2002. No additional options were granted in 2003 or 2002.

(2)       Net Earnings Per Share

Basic earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. The average market price during the year is used to compute equivalent shares.

Reconciliation of the amounts used in the computation of both “basic earnings per share” and “diluted earnings per share” for the periods ended September 30, 2003 and September 30, 2002 are as follows:

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WGNB Corp.
Notes to Consolidated Financial Statements

September 30, 2003
(unaudited)

(2)       Net Earnings Per Share, continued

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Item 2.  Management’s Discussion and Analysis of Results of Operations and Financial Condition

      The following analysis compares WGNB Corp’s results of operations for the quarter and nine month periods ended September 30, 2003 and 2002 and reviews the important factors affecting WGNB Corp.’s financial condition at September 30, 2003 compared to December 31, 2002. These comments should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes appearing elsewhere in this report.

Forward Looking Statements

      This Report may contain certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements that are not statements of historical fact. The Company cautions readers that the following important factors, among others, could cause the Company’s actual results to differ materially from the forward-looking statements contained in this Report: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with which the Company and its subsidiaries must comply, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and benefit plans; (iii) the effect on the Company’s competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in local, regional or national economies. The Company cautions that the foregoing list of important factors is not exclusive.

Results of Operations

Overview

      Net earnings for the nine months ended September 30, 2003 were $4.3 million, an increase of $106 thousand, or 2.5 percent, compared to the nine months ended September 30, 2002. The net earnings per diluted common share was $1.29, which was flat when comparing the same two periods due primarily to the effect of the Company’s Common Stock offering which occurred in April 2002. Net earnings for the third quarter ended September 30, 2003 were $1.44 million compared to $1.67 million for the third quarter of 2002, a decrease of 13.6 percent. During the third quarter of 2002, the Bank recognized a gain in the amount of $252,950 on the settlement of an interest rate swap contract. Excluding the tax effected gain on the swap, core earnings for the third quarter of 2002 would have been $1.50 million.

      The Bank has experienced increased mortgage origination fee income through the third quarter due to the refinancing activity which took place during the first seven months of 2003. However, mortgage refinancing declined considerably in August and September and is expected to be reduced even further for the remainder of 2003. Other non-interest income (exclusive of the gain on the interest rate swap and gain on securities in 2002) increased by $533 thousand, or 14.6 percent, comparing the nine months ended 2003 with the first nine months of 2002. Total non-interest expense increased $672 thousand, or 7.5 percent, comparing the same period.

Net Interest Income

      The Company’s year-to-date third quarter 2003 net interest margin exceeded that of the same period in 2002 by $355 thousand, or 3.0 percent. The year-to-date average yield on earning assets declined 76 basis points, from 7.48 percent as of September 30, 2002 to 6.72 percent as of September 30, 2003. The year-to-date average cost of funds decreased 63 basis points during the same time period, from 2.88 percent to 2.25 percent. The Bank’s current cost of funds as of September 30, 2003 was 2.09 percent compared to 2.64 percent as of the same time period in 2002. The weighted average cost of interest-bearing transaction account costs was 0.50 percent as of September 30, 2003 compared to 0.95 percent as of September 30, 2002. The weighted average cost of all certificates of deposit as of September 30, 2003 was 3.01 percent compared to 3.87 percent for the same period in 2002. The above reductions were the result of Management’s efforts to decrease the Bank’s cost of funds while maintaining proper liquidity levels. In addition, the Bank has borrowings with the Federal Home Loan Bank in the amount of $45 million with a weighted average cost of 5.43 percent. Those borrowings have varying call dates but, given the current low rate environment, those notes will likely not be called prior to maturity.

      The year-to-date average yield on loans declined 78 basis points from 7.48 percent as of September 30, 2002 compared to 6.70 percent as of September 30, 2003. The yield on the Bank’s bond portfolio exclusive of federal funds

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maintained an average of 6.01 percent through September 30, 2003, which represents a decline of 19 basis points compared to its average of 6.20 percent through September 30, 2002. During the same nine-month periods, the federal funds average yields were 1.12 percent and 1.68 percent, respectively, for 2003 and 2002. As rates remain low, the prospect of lower loan and investment portfolio yields is probable as some of the Bank’s higher yielding loans re-price at lower current market rates.

      Comparing the third quarter ended September 30, 2003 with that of 2002, net interest income increased $79 thousand, or 2.0 percent. The nine month rate trends discussed above are similarly applicable to a comparison of the two quarterly periods.

Non-Interest Income and Expense

      Non-interest income for the first nine months of 2003 increased $271 thousand, or 6.9 percent, when compared to the first nine months of 2002. Service charges on deposit accounts increased $373 thousand, or 16.1 percent, through the third quarter of 2003 compared to the nine month year-to-date amounts for 2002. This increase was due primarily to increased income from non-sufficient funds charges generated by a higher volume of accounts.

      The decline in market interest rates has been beneficial to the Bank’s ability to generate mortgage loan origination fees. However, refinancing activity is down sharply in the third quarter of 2003. Mortgage loan origination fees for the first nine months of 2003 have outpaced the same period in 2002 by $58 thousand, or 8.3 percent. However, recent increases in long-term mortgage rates have had an adverse effect on mortgage fee income. Comparing the three months ended September 30, 2003 and 2002, mortgage fees in 2003 trailed those in 2002 by $28 thousand, or 10.4 percent. Management expects that mortgage fee income for the remainder of 2003 will return to pre-refinance levels.

      Miscellaneous income increased by $102 thousand, or 16.1 percent, when comparing the first nine months of 2003 with that of 2002. Included in miscellaneous income for the nine months ended September 30, 2003 is a gain of $100 thousand on the sale of the Bank’s exclusive right to an ATM at the commercial development surrounding its future permanent Mirror Lake branch site which took place in the second quarter of 2003.

      As previously discussed, the Bank realized a gain on the settlement of an interest rate swap position in the third quarter of 2002 in the amount of $253 thousand. The Bank has not entered into any derivative arrangements since 2001 and there is presently no hedge position in place.

      Non-interest income for the third quarter ended September 30, 2003 (exclusive of the gain on the swap) increased $42 thousand, or 3.2 percent, when compared to the third quarter ended September 30, 2002. The increase was attributable to service charges on deposit accounts increasing $146 thousand, or 17.9 percent, mortgage origination fee income decreasing $28 thousand, or 10.4 percent, and miscellaneous income decreasing $75 thousand, or 34.0 percent. The decrease in miscellaneous income is primarily due to write-downs in foreclosed property and repossessed assets.

      Non-interest expense increased $672 thousand, or 7.5 percent, for the three quarters ended September 30, 2003 compared to the same period in 2002. Salaries and employee benefits accounted for more than half of the increase which was $383 thousand. This increase is primarily due to increased commissions for mortgage originators, annual salary increases, increased group insurance costs and increased profit sharing accruals. The Bank has increased its full time equivalent employee count from 137 in September of 2002 to 146 in September of 2003. Occupancy expenses for year-to-date 2003 increased $89 thousand, or 7.1 percent, from that period in 2002. This increase is primarily attributable to increased depreciation expense related to the renovation of the Bank’s main office and operations center and upgrades to its Villa Rica and First Tuesday Mall branches. Other operating expenses in this period increased $201 thousand, or 8.5 percent. The increase in other operating expenses is attributable to legal and other professional fees, including those related to compliance costs associated with corporate governance measures implemented as a result of the Sarbanes-Oxley Act of 2002 and the Company’s Securities and Exchange Commission filings.

      Comparing non-interest expense quarter to quarter, similar factors hold true. Total non-interest expense increased $246 thousand, or 8.2 percent, comparing the third quarters ended 2003 and 2002. Salaries and benefits accounted for $143 thousand of the increase and occupancy expense, specifically depreciation expense, accounted for $76 thousand of the increase.

Income Taxes

      Income tax expense for the nine months ended September 30, 2003 was $2.01 million compared to $2.17 million for the same period in 2002. The effective tax rate for the period ended September 30, 2003 was 32 percent compared to 34

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percent for the same period in 2002. The reduced marginal rate is due to the purchase of tax credits and reduced state taxes related to interest income from investment securities.

Provision and Allowance for Loan Losses

      The adequacy of the allowance for loan losses is determined through management’s informed judgment concerning the amount of risk inherent in the Company’s loan portfolio. This judgment is based on such factors as the change in levels of non-performing and past due loans, historical loan loss experience, borrowers’ financial condition, concentration of loans to specific borrowers and industries, estimated values of underlying collateral, and current and prospective economic conditions. The allowance for loan losses at September 30, 2003 was $3.6 million, or 1.23 percent, of total loans compared to $3.8 million, or 1.38 percent, of total loans at December 31, 2002. Management believes that the allowance for loan losses is adequate to absorb possible loss in the loan portfolio.

Non-Performing Assets and Past Due Loans

      Non-performing assets, comprised of real estate owned, non-accrual loans and loans for which payments are more than 90 days past due, totaled $2.4 million at September 30, 2003, compared to $1.8 million at September 30, 2002. Non-performing assets expressed as a percentage of total loans and real estate owned at September 30, 2003 and September 30, 2002 were 0.8 percent and 0.6 percent, respectively.

      The Company has an independent loan review function. All loans are placed in loan grade categories, which are consistent with those used by the Bank’s regulators. All loans are constantly monitored by the loan officer and the loan review function for credit quality, consistency and accuracy. Through this grading process, the Bank assures the timely recognition of credit risks. In general, as credit risk increases, the level of the allowance for loan loss will also increase.

      A formal allowance for loan loss adequacy test is performed at each month end. Specific amounts of loss are estimated on problem loans and historical loss percentages are applied to the balance of the portfolio using certain portfolio stratifications. Additionally, the evaluation takes into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions, regulatory examination results, and the existence of loan concentrations.

      Management’s judgment in determining the adequacy of the allowance is based on evaluations of the collectability of loans. These evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect the borrower’s ability to pay, overall portfolio quality, and review of specific problem loans. In determining the adequacy of the allowance for loan losses, management uses a loan grading system that rates loans in eight different categories. Grades five though eight, which represent criticized or classified loans, are assigned allocations of loss based on management’s estimate of potential loss that is generally based on historical losses and/or collateral deficiencies. Loans graded one through four are stratified by type and allocated loss ranges based on historical loss experience for the strata. The combination of these results are compared monthly to the recorded allowance for loan losses and material differences are adjusted by increasing or decreasing the provision for loan losses. Loans deemed to be impaired are evaluated individually to measure the probable loss, if any, in the credit. Management uses an internal loan reviewer who is independent of the lending function to challenge and corroborate the loan grading system and provide additional analysis in determining the adequacy of the allowance for loan losses and the future provisions for estimated loan losses.

      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 and a change in the borrowers’ ability to repay. In addition, regulators, as an integral part of their examination process, periodically review the Company’s allowance for loan losses. Such regulators may require the Company to recognize additions to the allowance based on their judgments of information available to them at the time of their examination. Management of the Company realizes the importance of maintaining an adequate allowance for loan losses. Through a professional loan review function and effective loan officer identification program, management is recognizing weaknesses in the loan portfolio in a timely manner. Early identification of deteriorating credit attributes allows management to take a proactive role in documenting an established plan to enhance the Company’s position and minimize the potential for loss.

      Through the problem loan identification program outlined above, management is able to identify those loans that exhibit weakness and classify them on a classified and criticized loan list. The Company’s migration analysis assigns historical loss amounts to pools of loans according to classifications of risk ratings to calculate a general allowance to the overall portfolio. In cases where significant weaknesses exist in a specific loan, a specific reserve is assigned to such loans in addition to the general allowance. The Company also evaluates the risks associated with concentrations in credit. If it is necessary to assign an allowance

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related to concentrations of credit, the Company adds a specific reserve related to such risks. Management is unaware of any known trends, events or uncertainties that will have, or that are reasonably likely to have, a material effect on liquidity, capital resources or operations.

Financial Condition

Overview

      Total assets were $379 million at September 30, 2003, a decrease of $5.8 million, or 1.5 percent, from December 31, 2002.

Assets and Funding

      The balance sheet has shifted since December 31, 2002. At September 30, 2003, earning assets totaled $354 million which represents a decrease of $4.0 million from December 31, 2002. As a percentage of interest earning assets, loans increased to 83 percent (compared to 76 percent at December 30, 2002), investment securities remained constant at 16 percent, but federal funds decreased to 1 percent at September 30, 2003 (compared to 9 percent at December 31, 2002). The primary reason for the change in the mix is a decrease in federal funds of $25.7 million resulting from an increase in total loans of $19.4 million and a reduction in total deposits of $9.4 million.

      At September 30, 2003, interest-bearing liabilities decreased $10.7 million compared to December 31, 2002. Non-interest-bearing deposits increased $1.3 million for the nine months ended 2003 while certificates of deposit decreased by $4.8 million. As of December 31, 2002, transaction and savings accounts constituted 57 percent and certificates of deposits accounted for 43 percent of the Bank’s total deposits. Those same percentages hold true for the period ended September 30, 2003. At September 30, 2003, deposits represented 85 percent of interest-bearing liabilities and other borrowings, including Federal Home Loan Bank advances, represented 15 percent of the total.

Liquidity and Capital Resources

      Net cash provided by operating activities totaled $6.4 million for the nine months ended September 30, 2003. Net cash used by investing activities totaled $22.1 million and consisted primarily of a $20.3 million increase in loans outstanding. The increase in loans was funded by existing cash on the balance sheet. Net cash used by financing activities was $11.1 million which was a result of a decrease in total deposits of $9.3 million and dividends paid totaling $1.6 million. The net decrease in cash and cash equivalents as of September 30, 2003 was $26.7 million.

      Total stockholders’ equity at September 30, 2003 was 10.83 percent of total assets compared to 10.00 percent at December 31, 2002. The increase in the capital percentage is attributed to the Company’s increase in retained earnings of $2.7 million and the $5.8 million decrease in total assets when compared to December 31, 2002.

      At September 30, 2003, WGNB Corp. was in compliance with various regulatory capital requirements administered by federal and state banking agencies. The following is a table representing WGNB Corp.’s consolidated Tier-1, tangible capital, and risk-based capital.

Off Balance Sheet Risks

      Through the operations of the Bank, the Company has made contractual commitments to extend credit in the ordinary course of its business activities. These commitments are legally binding agreements to lend money to the Bank’s customers at

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predetermined interest rates for a specified period of time. At September 30, 2003, the Bank had issued commitments to extend credit of $54 million through various types of commercial lending arrangements and additional commitments through standby letters of credit of $2.1 million. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on its credit evaluation of the borrower. Collateral varies, but may include accounts receivable, inventory, property, plant and equipment, commercial and residential real estate. The Company manages the credit risk on these commitments by subjecting them to normal underwriting and risk management processes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      Market risk is the risk of loss from adverse changes in market prices and interest rates. The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit-taking activities. The Company has little or no risk related to trading accounts, commodities and foreign exchanges.

      Interest rate risk, which encompasses price risk, is the exposure of a banking organization’s financial condition and earnings ability to adverse movements in interest rates. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on- and off-balance sheet transactions are aggregated, and resulting net positions are identified. Disclosures about the fair value of financial instruments as of December 31, 2002, which reflected changes in market prices and rates, can be found in the Company’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2002 under section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Asset/Liability Management.”

      Management actively monitors and manages the Company’s interest rate risk exposure. The primary objective in managing interest rate risk is to limit, within established guidelines, the adverse impact of changes in interest rates on the Company’s net interest income and capital, while adjusting the Company’s asset-liability structure to control interest rate risk. However, a sudden and substantial increase in interest rates may not have proportional impact on interest sensitive assets and liabilities. Management believes that there have been no significant changes in the Company’s market risk exposure since December 31, 2002.

Item 4. Disclosure Controls and Procedures

      The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those disclosure controls and procedures, the chief executive and chief financial officers of the Company concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequate. In connection with such evaluation, no change in the Company’s internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 and Use of Proceeds

      (a) Not applicable.

      (b) Not applicable.

      (c) Not applicable.

      (d) The Company has previously reported the completion of a registered offering pursuant to which it sold 200,000

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shares of its Common Stock at a purchase price of $24.00 per share. The net proceeds from the offering (which was completed in April 2002) of $4,765,654 have not yet been used by the Company, but continue to be invested in a corporate bond (having a book value of $1,133,009 as of September 30, 2003) and in federal funds.

      During the third quarter of 2003, the Company declared and paid quarterly cash dividends amounting to 17 cents per share. The declaration of dividends is within the discretion of the Board of Directors and will depend, among other things, upon business conditions, earnings, the financial condition of the Bank and the Company, and regulatory requirements.

Item 3. Defaults Upon Senior Securities

      Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

      Not applicable.

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: