<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE EXCHANGE ACT
Commission file number 333-43361
---------
WESTERN RESERVE BANCORP, INC.
(Exact name of small busines issuer as specified in its charter)
Ohio 31-1566623
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
4015 Medina Road, Suite 100, Medina, Ohio 44256
-----------------------------------------------
(Address of principal executive offices)
(330) 764-3131
--------------
Issuer's telephone number, including area code
Indicate by check mark whether the issuer (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 periods that the issuer 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.
Common Stock, no par value, $1.00 stated value
----------------------------------------------
(Class of Stock)
320,267 common shares
---------------------
(number of shares outstanding as of April 30, 1999)
1
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WESTERN RESERVE BANCORP, INC.
FORM 10-QSB
QUARTER ENDED MARCH 31, 1999
<TABLE>
<CAPTION>
PART I--FINANCIAL INFORMATION
Page
<S> <C>
ITEM 1 FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition as of March 31, 1999
and December 31, 1998 .............................................. 3
Consolidated Statements of Income for the three months
ended March 31, 1999 and 1998 ....................................... 4
Consolidated Statement of Cash Flows for the three months
ended March 31, 1999 and 1998 ....................................... 5
Notes to Consolidated Financial Statements ............................. 6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ................................. 8
PART II--OTHER INFORMATION
OTHER INFORMATION ...................................................... 12
SIGNATURES ............................................................. 13
</TABLE>
2
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WESTERN RESERVE BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, 1999 and December 31, 1998
(unaudited)
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
------------ ------------
<S> <C> <C>
Assets
Cash and due from banks $ 634,455 $ 447,553
Interest-bearing deposits in other banks 1,761,631 7,019,380
Federal funds sold 13,950,000 2,925,000
------------ ------------
Cash and cash equivalents 16,346,086 10,391,933
Loans 2,733,775 865,097
Less allowance for loan losses (37,700) (11,700)
------------ ------------
Net loans 2,696,075 853,397
Federal Reserve Bank stock 174,050 174,050
Premises and equipment, net 805,434 816,992
Accrued interest receivable and other assets 82,949 27,645
------------ ------------
Total Assets $ 20,104,594 $ 12,264,017
============ ============
Liabilities and Shareholders' Equity
Deposits
Noninterest-bearing $ 2,329,712 $ 760,359
Interest-bearing 12,222,164 5,231,190
------------ ------------
Total deposits 14,551,876 5,991,549
Accrued interest payable and other liabilities 86,000 580,590
------------ ------------
Total Liabilities 14,637,876 6,572,139
Shareholders' Equity
Common stock, without par value, $1 stated value:
750,000 shares authorized, 320,267 shares
issued and outstanding at March 31, 1999 and
December 31, 1998, respectively 320,267 320,267
Additional paid-in capital 6,048,232 6,048,232
Retained deficit (901,781) (676,621)
------------ ------------
Total Shareholders' Equity 5,466,718 5,691,878
------------ ------------
Total Liabilities and Shareholders' Equity $ 20,104,594 $ 12,264,017
============ ============
</TABLE>
3
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WESTERN RESERVE BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March 31, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
Three months ended March 31
1999 1998
--------- ---------
<S> <C> <C>
Interest Income
Loans $ 28,873
Investment securities 2,611
Federal funds sold and other
short-term funds 159,617 $ 409
--------- ---------
Total interest income 191,101 409
Interest Expense on Deposits 91,847
--------- ---------
Net interest income 99,254 409
Provision for Loan Losses 26,000
--------- ---------
Net interest income after
provision for loan losses 73,254 409
Other Income
Service charges on deposit accounts 3,113
Other 9,530
--------- ---------
Total other income 12,643 --
Other Expenses
Salaries and benefits 158,930 41,616
Premises and equipment 61,458 9,717
Data processing 27,092 170
Taxes other than income and payroll 20,287 500
Professional fees 5,089 6,253
Supplies, printing and postage 6,829 1,507
Other expenses 31,372 6,362
--------- ---------
Total noninterest expense 311,057 66,125
--------- ---------
Net Loss $(225,160) $ (65,716)
========= =========
Average shares outstanding 320,267 11,108
Basic and diluted loss per share ($ 0.70) ($ 5.92)
========= =========
</TABLE>
4
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WESTERN RESERVE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 1999 and 1998
(unaudited)
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities
Net loss $ (225,160) $ (65,716)
Adjustments to reconcile net loss to
net cash from operating activities:
Depreciation 21,871 414
Provision for loan losses 26,000
Net change in interest receivable (10,713)
Net change in interest payable 1,921
Net change in other assets (44,590) (50,352)
Net change in other liabilities (496,513) 6,566
------------ ------------
Net Cash from Operating Activities (727,184) (109,088)
Cash Flows from Investing Activities
Net change in loans (1,868,678)
Purchases of premises and equipment (10,313) (1,936)
------------ ------------
Net Cash from Investing Activities (1,878,991) (1,936)
Cash Flows from Financing Activities
Net increase in deposits 8,560,328
Proceeds from issuance of common stock -- 115,000
------------ ------------
Net Cash from Financing Activities 8,560,328 115,000
------------ ------------
Increase in Cash and Cash Equivalents 5,954,153 3,976
Cash and cash equivalents at beginning of period 10,391,933 23,953
------------ ------------
Cash and cash equivalents at end of period $ 16,346,086 $ 27,929
============ ============
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest $ 89,925 $ 0
Taxes 0 0
</TABLE>
5
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WESTERN RESERVE BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization: Western Reserve Bancorp, Inc. (the Company) was incorporated under
the laws of the State of Ohio on February 27, 1997. Until November 6, 1998, the
Company was a development stage company, and its efforts had been devoted to the
offering of its common shares to the general public and to obtaining regulatory
approvals, recruiting personnel and financial planning relating to the
organization of Western Reserve Bank (the Bank). The Company completed its
public stock offering on July 1, 1998. A total of 320,267 shares of the
Company's common stock were sold. Proceeds, net of offering costs, were
$6,368,499. Approximately $5,800,0000 of the proceeds were used to purchase all
of the capital stock of the Bank. The Bank, which commenced operations on
November 6, 1998, is chartered by the State of Ohio, and is a member of the
Federal Reserve System and the Federal Deposit Insurance Corporation (FDIC). The
Company is a bank holding company pursuant to the Bank Holding Company Act of
1956, as amended.
Nature of Business: The Bank offers a full range of commercial and consumer
banking services primarily in its defined market area of Medina County, Ohio.
Principles of Consolidation: The consolidated financial statements include the
accounts of Western Reserve Bancorp, Inc. and its wholly-owned subsidiary,
Western Reserve Bank. All material intercompany accounts have been eliminated.
Cash Equivalents: For purposes of the Statements of Cash Flows, cash equivalents
include amounts due from banks and federal funds sold. Generally, federal funds
are sold for periods of less than thirty days.
Use of Estimates in Preparation of Financial Statements: In preparing financial
statements in conformity with generally accepted accounting principles,
management makes estimates and assumptions based on available information. These
estimates and assumptions affect the amounts reported in the financial
statements and the disclosures provided, and future results could differ. Areas
involving the use of management's estimates and assumptions include the
allowance for loan losses, the realization of deferred tax assets and the
depreciation of premises and equipment.
Basis of Presentation: The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. It is the opinion of Management that all adjustments necessary for a
fair presentation have been made and that all adjustments were of a normal
recurring nature.
6
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WESTERN RESERVE BANCORP, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Start-up Activities: At December 31, 1998, the Company elected to adopt
Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-up
Activities." SOP 98-5 requires start-up activities, including organizational
costs, to be expensed as incurred. As a result, the Company recorded an expense
of $157,848 for the year ended December 31, 1998 to write-off the remaining
unamortized organizational costs. The Company disclosed the adoption of SOP 98-5
as the cumulative effect of a change in accounting principle in the 1998
statement of operations.
Reclassifications: Certain amounts in the 1998 consolidated financial statements
have been reclassified to conform to the 1999 presentation.
NOTE 2 - RELATED PARTY TRANSACTIONS
The Company and the Bank leases its facility under an operating lease from a
member of the Board of Directors. The lease term is for ten years, with two
five-year renewal options. Also, the Company leases an automobile from a company
affiliated with a member of the Board of Directors. The lease is a 36 month
closed end lease that expires in September 2000.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company has an employment agreement with the Chief Executive Officer. The
agreement, which expires December 31, 2001, provides a base annual salary of
$125,000. In the event the officer is terminated without cause, the Company has
an obligation to pay the officer's salary through the date of termination, plus
eighteen months salary as severance, which totals approximately $187,500.
NOTE 4 - INCOME TAXES
The Company records income taxes using the liability method. This method
provides that deferred tax assets and liabilities, which are the expected future
tax consequences of temporary differences between the carrying amounts and tax
bases of assets and liabilities, are computed using current tax rates and
recorded on the balance sheet. The tax benefit associated with the net operating
loss carryforward of approximately $902,000 has been offset with a valuation
allowance as of March 31, 1999, since the Company has no history of generating
taxable income.
7
<PAGE> 8
WESTERN RESERVE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
MARCH 31, 1999
The following discussion compares the financial condition of Western Reserve
Bancorp, Inc. (the Company) at March 31, 1999 to December 31, 1998, and the
results of operations for the three months ended March 31, 1999 and 1998. This
discussion should be read in conjunction with the interim financial statements
and footnotes included herein.
Certain statements contained in this report that are not historical facts are
forward looking statements that are subject to certain risks and uncertainties.
The company's actual results, performance or achievements may materially differ
from those expressed or implied in the forward-looking statements. Risks and
uncertainties that could cause or contribute to such material differences
include, but are not limited to, general economic conditions, interest rate
environment, competitive conditions in the financial services industry, changes
in law, governmental policies and regulations, and rapidly changing technology
affecting financial services.
FINANCIAL CONDITION
Total assets as of March 31, 1999 increased 63.9%, or $7,840,577, to
$20,104,594, compared with $12,264,017 at December 31, 1998. The increase in
total assets was due primarily to the Bank's continuing acquisition of new
deposit accounts. Deposits increased $8,560,327 in the first quarter of 1999. Of
this increase, approximately $5,767,000 was deployed in short-term federal funds
and interest-bearing deposits in other banks, and approximately $1,869,000 was
used to make loans to the bank's borrowers. Cash and cash equivalents increased
$5,954,153 to $16,346,086 at March 31, 1999 from $10,391,933 at December 31,
1998.
Total loans at March 31, 1999, were $2,733,775, up from $865,097 at December 31,
1998. Commercial loans to businesses comprised 78.3% of total loans, or
$2,141,458. $346,619, or 12.7% of total loans, are residential real estate
loans, and the remaining $245,698, or 9.0%, are consumer installment and credit
card loans. At March 31, 1999 and December 31, 1998, there were no loans that
were past due or considered to be impaired.
Total deposits were $14,551,876 at March 31, 1999, compared to
$5,991,549 at December 31, 1998. Deposits at March 31, 1999 consist of
$2,329,712 of noninterest-bearing demand deposits, $1,151,109 interest-bearing
NOW accounts, $9,861,082 in savings and money market accounts, $835,333 in
certificates of deposit, and $374,640 in IRAs.
Shareholders' equity decreased $225,160, to $5,466,718 at March 31, 1999, from
$5,691,878 at December 31, 1998. This decrease was due to the net loss of
$225,160 for the three months ended March 31, 1999.
8
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WESTERN RESERVE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
MARCH 31, 1999
RESULTS OF OPERATIONS
The net loss increased to $225,160 for the three months ended March 31, 1999,
from $65,716 for the same period in 1998. The increased loss is primarily a
result of expenses associated with operating the Bank in 1999, whereas the first
quarter of 1998 was devoted to development stage activities. The Company began
development stage activities on February 27, 1997, and the net loss for the
three months ended March 31, 1998, represents ongoing activities of the
development stage operations, primarily salaries for the Company's two employees
(at that time), occupancy costs related to the pre-opening leased space, and
other expenses incurred in the development stage.
The Bank's net interest margin for the first quarter of 1999 was 2.65%.
Management anticipates that, as more of its assets are shifted from short-term
investments and federal funds sold to higher-yielding loans, the net interest
margin will improve to levels more reflective of normal banking results.
Noninterest income for the first quarter of 1999 was $12,643, of which $6,583
resulted from gains on sales of mortgage loans, and $3,113 was service charges
on deposit accounts. Noninterest expense increased to $311,057 in the first
three months of 1999, compared to $66,125 in the same period in 1998. The
increase was due to the Bank being fully operational in 1999, compared to the
Company's engaging only in start-up activities in the first quarter of 1998.
Total "other expenses" of $31,372 in the first quarter of 1999 consist
primarily of marketing, advertising and public relations, expenditures,
insurance, and printing, supplies and postage costs.
During the first quarter of 1999, the allowance for loan losses was increased by
$26,000, to $37,700, from the $11,700 at December 31, 1999. There have been no
loans charged-off.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity refers to the Company's ability to fund loan demand, meet deposit
customers' withdrawal needs and provide for operating expenses. As summarized in
the Statement of Cash Flows, the Company's main source of cash flow is by
receiving deposits from its customers, and to a lesser extent, the interest
income on loans and short-term investments. The primary uses of cash are lending
to the Bank's borrowers, and investing in short-term interest-earning assets.
Management believes its current liquidity level is sufficient to meet future
anticipated growth.
9
<PAGE> 10
WESTERN RESERVE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
MARCH 31, 1999
At March 31, 1999, Western Reserve Bank's risk-based capital ratios based on
Federal Reserve Board guidelines were as follows:
<TABLE>
<CAPTION>
Western Reserve Bank Well-capitalized
<S> <C> <C>
Tier 1 "core" capital to risk-weighted assets 70.4% 6.0%
Total capital to risk-weighted assets 70.9% 10.0%
Tier 1 leverage ratio 32.0% 5.0%
</TABLE>
As the Bank grows, management expects its risk-based capital ratios to decrease
to more typical levels.
As discussed above, total shareholders' equity decreased $225,160, from
$5,691,878 at December 31, 1998 to $5,466,718 at March 31, 1999. The decrease
was due the net loss for the first quarter of 1999.
YEAR 2000 DISCLOSURE
The Year 2000 issue is the result of many computer programs being written using
two digits rather than four to define an applicable year. A company's hardware,
data-driven automated equipment, or computer programs that have date sensitive
software, may recognize a date using "00" as the year 1900 rather than the year
2000. This faulty recognition could result in a system failure of miscalculation
causing disruptions or operations, including, among other things, a temporary
inability to process transactions or engage in normal business activities.
The Company was a start-up in 1998, and acquired all of its systems in the
second half of 1998. Thus, there are no old or "legacy" systems that could have
extensive Year 2000 problems.
The Company's Year 2000 plan seeks to achieve operating readiness to ensure that
its customers are provided uninterrupted services. The Company has formed a Year
2000 Committee of Bank officers and staff. The Committee is conducting a
comprehensive review of all of its information technology and non information
technology systems to identify potential Year 2000 problems and has completed
identification and substantially completed testing of all hardware and software
for compliance by March 31, 1999.
The Company has identified mission-critical applications. An application, system
or vendor is considered mission critical if it is vital to the successful
continuance of core business activity or is an application that interfaces with
a mission-critical system. The Company evaluates its Year
10
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WESTERN RESERVE BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
MARCH 31, 1999
2000 preparedness based on the guidelines issued by the Federal Financial
Institutions Examination Council (FFIEC) outline. The following five phases were
identified by the FFIEC: Awareness, Assessment, Renovation, Validation and
Implementation. At December 31, 1998, the Awareness phase had been completed.
The Company is in various stages of Assessment, Renovation, Validation and
Implementation on those applications or systems identified as mission critical.
Year 2000 compliance testing for the Company's primary outsourced information
systems applications is substantially complete as of March 31, 1999. Based on
this testing, management believes that this system is Year 2000 ready.
The Company could experience higher funding costs if consumers react to
publicity about the Year 2000 issue by withdrawing deposits. In addition, the
Company could experience increases in problem loans and credit losses if
borrowers fail to respond to Year 2000 issues. The Year 2000 Committee is
reviewing all commercial loan customers and significant depositors to determine
the extent to which their Year 2000 readiness may affect the Company's
operations.
The Company is currently developing contingency plans and anticipates completion
by June 30, 1999. The Company anticipates that all systems will be Year 2000
compliant by mid-year 1999. On an ongoing basis, the Year 2000 Committee is
contacting key suppliers and third parties with which the Company conducts
business to determine their Year 2000 readiness. The Committee reviewing the
progress of third party vendors can make no assurances that the
critical third parties with which the Company does business will adequately
address their Year 2000 issues. If suppliers and customers are not Year 2000
compliant by January 1, 2000, their noncompliance could materially affect the
Company's business and operating results. The Company is in the process of
developing contingency plans that focus on reducing any disruption that might be
created by third parties with whom the Company does business in the event they
are not Year 2000 compliant. The Year 2000 Committee will be completing and
testing the business resumption plan and the plan is anticipated to be in place
and tested by September 30, 1999.
The Company currently anticipates that it will spend approximately $10,000
related to Year 2000 issues. The Year 2000 problem could have a material impact
on the operation of the Company if not properly addressed, but management
anticipates that the problem will be resolved and thus will not have a
significant impact on the Company's delivery of its services or its core
operations.
Through March 31, 1999, the Bank has expensed approximately $2,500 related to
the Year 2000, primarily for outside consulting. Additionally, approximately
$2,000 has been capitalized.
The preceding paragraphs constitute a Year 2000 Readiness disclosure for
purposes of the Year 2000 Information and Readiness Disclosure Act.
11
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WESTERN RESERVE BANCORP, INC.
FORM 10-QSB
QUARTER ENDED MARCH 31, 1999
PART II--OTHER INFORMATION
Items 1 - 5 are not applicable.
Item 6 - Exhibits and Reports on Form 8-K:
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C> <C>
3.1 Certificate of Incorporation of Western Reserve Bancorp, Inc. *
3.2 Bylaws of Western Reserve Bancorp, Inc. *
4.0 Stock Certificate of Western Reserve Bancorp, Inc. *
10.1 Employment Contract of Edward J. McKeon *
10.2 Lease Agreement by and between Michael Rose DBA Washington Properties and Western
Reserve Bancorp, Inc. *
10.3 Western Reserve Bancorp, Inc. 1998 Stock Option Plan *
27.1 Financial Data Schedule **
</TABLE>
* Previously filed and incorporated herein by reference.
** Filed only in electronic format pursuant to Item 601(b)(27) of Regulation
S-K.
(b) No current reports on Form 8-K were filed by the Company during
the quarter ended March 31, 1999
12
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WESTERN RESERVE BANCORP, INC.
FORM 10-QSB
QUARTER ENDED MARCH 31, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Western Reserve Bancorp, Inc.
Date: May 17, 1999 By: /s/ Edward J. McKeon
Edward J. McKeon
President and Chief Executive Officer
(Principal Executive Officer)
13
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION OF WESTERN RESERVE BANCORP, INC.
AS OF MARCH 31, 1999 AND THE RELATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE
PERIODS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 634,455
<INT-BEARING-DEPOSITS> 1,761,631
<FED-FUNDS-SOLD> 13,950,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 2,733,775
<ALLOWANCE> 37,700
<TOTAL-ASSETS> 20,104,594
<DEPOSITS> 14,551,876
<SHORT-TERM> 0
<LIABILITIES-OTHER> 86,000
<LONG-TERM> 0
0
0
<COMMON> 320,267
<OTHER-SE> 5,146,451
<TOTAL-LIABILITIES-AND-EQUITY> 20,104,594
<INTEREST-LOAN> 28,873
<INTEREST-INVEST> 2,611
<INTEREST-OTHER> 159,617
<INTEREST-TOTAL> 191,101
<INTEREST-DEPOSIT> 91,847
<INTEREST-EXPENSE> 91,847
<INTEREST-INCOME-NET> 99,254
<LOAN-LOSSES> 26,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 311,057
<INCOME-PRETAX> (225,160)
<INCOME-PRE-EXTRAORDINARY> (225,160)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (225,160)
<EPS-PRIMARY> (0.70)
<EPS-DILUTED> (0.70)
<YIELD-ACTUAL> 2.65
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 11,700
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 37,700
<ALLOWANCE-DOMESTIC> 37,700
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,656
</TABLE>
