<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
COMMISSION FILE NUMBER 0-14458
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
(Exact name of registrant as specified in its charter)
MARYLAND 52-1365317
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8065 LEESBURG PIKE
SUITE 400
VIENNA, VIRGINIA 22182
(Address of principal executive offices)
(Zip Code)
(703) 394-2400
(Registrant's telephone number, including area code)
1225 EYE STREET, N.W.
WASHINGTON, D.C. 20005
(Former name, former address and former fiscal year,
if changed since last report.)
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 X No
------- -------
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------------- ----------------
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $ 11,018 $ 30,173
Deposits held by escrow agents 28 28
Investments in and advances to
Local Limited Partnerships (Note 2) 4,377,683 4,227,334
---------- ----------
$ 4,388,729 $ 4,257,535
========== ==========
LIABILITIES AND PARTNERS' DEFICIT
---------------------------------
Liabilities:
Due to General Partner (Note 3) $ 27,700 $ 27,700
Deferred acquisition notes
payable to General Partner 2,414,468 2,414,468
Accrued interest on deferred
acquisition notes payable to
General Partner 2,697,264 2,576,541
Accrued interest on Due to General Partner
(Note 3) 2,379 860
Administrative and reporting fees
payable to General Partner (Note 3) 1,029,358 960,734
Other accrued expenses 22,000 41,710
---------- ----------
6,193,169 6,022,013
---------- ----------
Partners' deficit:
General Partner -- The National
Housing Partnership (NHP) (173,134) (172,734)
Original Limited Partner --
1133 Fifteenth Street Two Associates (178,034) (177,634)
Other Limited Partners -- 18,300
investment units (1,453,272) (1,414,110)
---------- ----------
(1,804,440) (1,764,478)
---------- ----------
$ 4,388,729 $ 4,257,535
========== ==========
</TABLE>
See notes to financial statements.
-1-
<PAGE> 3
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- -------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Share of income from
Local Limited Partnerships $ 68,992 $ 61,786 $ 150,349 $ 149,104
Distributions and repayments
received in excess of
investment in and advances
to Local Limited Partnerships 25,000 - 25,000 7,449
Interest income 69 101 1,612 757
------- ------- --------- ---------
94,061 61,887 176,961 157,310
------- ------- --------- ---------
COSTS AND EXPENSES:
Administrative and reporting
fees to General Partner (Note 3) 34,312 34,312 68,624 68,624
Interest on deferred acquisition
notes to General Partner 60,361 60,362 120,723 120,724
Interest on due to General Partner 766 5,996 1,519 11,677
Other operating expenses 11,251 13,236 26,057 24,850
------- ------- --------- ---------
106,690 113,906 216,923 225,875
------- ------- --------- ---------
NET LOSS $(12,629) $(52,019) $ (39,962) $ (68,565)
======= ======= ========= =========
NET LOSS ASSIGNABLE TO
LIMITED PARTNERS $(12,375) $(50,977) $ (39,162) $ (67,193)
======= ======= ========= =========
NET LOSS PER LIMITED
PARTNERSHIP INTEREST $ (1) $ (3) $ (2) $ (4)
======= ======= ========= =========
</TABLE>
See notes to financial statements.
-2-
<PAGE> 4
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENT OF PARTNERS' DEFICIT
<TABLE>
<CAPTION>
The National 1133
Housing Fifteenth Other
Partnership Street Two Limited
(NHP) Associates Partners Total
------------ ---------- -------- -----
<S> <C> <C> <C> <C>
Deficit at January 1, 1996 $(172,734) $(177,634) $(1,414,110) $(1,764,478)
Net loss -- six months
ended June 30, 1996 (400) (400) (39,162) (39,962)
-------- -------- ---------- ----------
Deficit at June 30, 1996 $(173,134) $(178,034) $(1,453,272) $(1,804,440)
======== ======== ========== ==========
Percentage interest at
June 30, 1996 1% 1% 98% 100%
========= ======== ========== ==========
(A) (B) (C)
</TABLE>
(A) General Partner
(B) Original Limited Partner
(C) Consists of 18,300 investments units of 0.00536% held by 1,299 investors
See notes to financial statements.
-3-
<PAGE> 5
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30
----------------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Distributions received in excess of investment in and
advances to Local Limited Partnerships $ 25,000 $ -
Interest received 1,612 757
Operating expenses paid (45,767) (40,450)
------- -------
Net cash used in operating activities (19,155) (39,693)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of advances to Local Limited Partnerships - 7,449
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (19,155) (32,244)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 30,173 44,627
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 11,018 $ 12,383
======= =======
</TABLE>
See notes to financial statements.
-4-
<PAGE> 6
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------------------
1996 1995
---- ----
<S> <C> <C>
RECONCILIATION OF NET LOSS TO NET CASH
USED IN OPERATING ACTIVITIES:
Net loss $ (39,962) $ (68,565)
--------- ---------
Adjustments to reconcile net loss to net cash used in
operating activities:
Repayment of advances to Local Limited Partnerships - (7,449)
Share of income from Local Limited Partnerships (150,349) (149,104)
Increase in accrued interest on deferred acquisition
notes 120,723 120,724
Increase in accrued interest on due to General Partner 1,519 11,677
Increase in administrative and reporting fees payable 68,624 68,624
Decrease in accrued expenses (19,710) (15,600)
--------- ---------
Total adjustments 20,807 28,872
--------- ---------
Net cash used in operating activities $ (19,155) $ (39,693)
========= =========
</TABLE>
See notes to financial statements.
-5-
<PAGE> 7
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(1) ACCOUNTING POLICIES
ORGANIZATION
National Housing Partnership Realty Fund Two (the "Partnership") is a
limited partnership organized under the laws of the State of Maryland
under the Maryland Revised Uniform Limited Partnership Act on January
22, 1985. The Partnership was formed for the purpose of raising
capital by offering and selling limited partnership interests and then
investing in limited partnerships ("Local Limited Partnerships"), each
of which owns and operates an existing rental housing project which is
financed and/or operated with one or more forms of rental assistance
or financial assistance from the U.S. Department of Housing and Urban
Development ("HUD").
The General Partner raised capital for the Partnership by offering and
selling to additional limited partners 18,300 investment units at a
price of $1,000 per unit. The Partnership acquired limited partnership
interests of 94.5% (98% with respect to allocation of losses) in
twenty-one Local Limited Partnerships, nineteen of which were
organized to acquire and operate an existing rental housing project.
The remaining two Local Limited Partnerships were formed to construct
and operate rental housing projects.
BASIS OF PRESENTATION
The accompanying unaudited interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a
fair statement of the financial condition and results of operations
for the interim periods presented. All such adjustments are of a
normal and recurring nature.
While the General Partner believes that the disclosures presented are
adequate to make the information not misleading, it is suggested that
these financial statements be read in conjunction with the financial
statements and notes included in NHP Realty Fund Two's Annual Report
filed in Form 10-K for the year ended December 31, 1995.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from these estimates.
-6-
<PAGE> 8
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
(2) INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS
The Partnership owns a 94.5% limited partnership interest (98% with
respect to allocation of losses) in twenty-one Local Limited
Partnerships. Because the Partnership, as a limited partner, does not
exercise control over the activities of the Local Limited Partnerships
in accordance with the partnership agreements, the investments in
Local Limited Partnerships are accounted for using the equity method.
Thus, the investments (and the advances made to the Local Limited
Partnerships as discussed below) are carried at cost less the
Partnership's share of the Local Limited Partnerships' losses and
distributions. However, because the Partnership is not legally liable
for the obligations of the Local Limited Partnerships, and is not
otherwise committed to provide additional support to them, it does not
recognize losses once its investments, reduced for its share of losses
and cash distributions, reaches zero in each of the individual Local
Limited Partnerships. As of June 30, 1996 and December 31, 1995,
investments in nineteen of the twenty-one Local Limited Partnerships
had been reduced to zero. As a result, the Partnership did not
recognize $724,472 and $769,928 of losses from these nineteen Local
Limited Partnerships during the six months ended June 30, 1996 and
1995, respectively. As of June 30, 1996 and December 31, 1995, the
Partnership has not recognized a total of $18,594,639 and $17,870,167,
respectively, of its allocated share of cumulative losses from the
Local Limited Partnerships in which its investment is zero.
Advances made by the Partnership to the individual Local Limited
Partnerships are considered part of the Partnership's investment in
Local Limited Partnerships. When advances are made, they are charged
to operations as a loss on investment in the Local Limited Partnership
using previously unrecognized cumulative losses. As discussed above,
due to the cumulative losses incurred by nineteen of the Local Limited
Partnerships, the aggregate balance of investments in and advances to
Local Limited Partnerships, for these nineteen Local Limited
Partnerships, has been reduced to zero at June 30, 1996 and December
31, 1995. To the extent these advances are repaid by the Local Limited
Partnerships in the future, the repayments will be credited as
distributions and repayments received in excess of investment in Local
Limited Partnerships. These advances are carried as a payable to the
Partnership by the Local Limited Partnerships.
No working capital advances were made during the six months ended June
30, 1996 and 1995. Repayments of advances of $7,449 were made to the
Partnership during the six months ended June 30, 1995, and were
credited as income from operations. No repayments of advances were
made during the six months ended June 30, 1996. The combined amount
carried as due to the Partnership by the Local Limited Partnerships
was $596,365 at June 30, 1996.
-7-
<PAGE> 9
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
The following are combined statements of operations for the three
months and six months ended June 30, 1996 and 1995, respectively, of
the Local Limited Partnerships in which the Partnership has invested.
The statements are compiled from financial statements of the Local
Limited Partnerships, prepared on the accrual basis of accounting, as
supplied by the management agents of the projects, and are unaudited.
COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Rental income $3,583,598 $3,580,282 $7,248,554 $7,166,245
Other income 134,582 100,483 228,155 186,470
--------- --------- --------- ---------
Total income 3,718,180 3,680,765 7,476,709 7,352,715
--------- --------- --------- ---------
Operating expenses 2,294,438 2,318,966 4,717,923 4,638,653
Interest, taxes and
insurance 1,065,344 1,073,308 2,157,254 2,201,011
Depreciation 604,183 576,951 1,177,573 1,140,910
--------- --------- --------- ---------
Total expenses 3,963,965 3,969,225 8,052,750 7,980,574
--------- --------- --------- ---------
Net loss $ (245,785) $ (288,460) $ (576,041) $ (627,859)
========= ========= ========= =========
National Housing
Partnership Realty
Fund Two share of
losses $ (245,809) $ (284,980) $ (574,123) $ (620,824)
========= ========= ========= =========
</TABLE>
(3) TRANSACTIONS WITH THE GENERAL PARTNER
During the six month periods ended June 30, 1996 and 1995, the
Partnership accrued administrative and reporting fees payable to the
General Partner in the amount of $68,624 for services provided to the
Partnership. The Partnership did not make any payments to the General
Partner for these fees during each of the respective periods. The
amount due the
-8-
<PAGE> 10
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
General Partner by the Partnership was $1,029,358 and $960,734 at June
30, 1996 and December 31, 1995, respectively.
During the six months ending June 30, 1996 and 1995, no operating
deficit funding or repayment activity occurred between the General
Partner and the Partnership. The amount owed to the General Partner by
the Partnership was $27,700 as of June 30, 1996 and December 31, 1995.
Interest is charged on borrowings at the Chase Manhattan Bank rate of
prime plus 2%. Accrued interest on this loan as of June 30, 1996 and
December 31, 1995, totaled $2,379 and $860, respectively.
The advances and accrued administrative and reporting fees payable to
the General Partner will be paid only as cash flow permits or from the
sale or refinancing of one or more of the underlying properties of the
Local Limited Partnerships.
-9-
<PAGE> 11
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
LIQUIDITY AND CAPITAL RESOURCES
The properties in which the Partnership has invested, through its investments
in the Local Limited Partnerships, receive one or more forms of assistance from
Federal, state or local governments or agencies. As a result, the Local Limited
Partnerships' ability to transfer funds either to the Partnership or among
themselves in the form of cash distributions, loans or advances is generally
restricted by these government-assistance programs. These restrictions,
however, are not expected to impact the Partnership's ability to meet its cash
obligations.
Net cash used in operations for the six months ended June 30, 1996 was $19,155
as compared to $39,693 for the six months ended June 30, 1995. The decrease in
cash used in operations resulted from a increase in distributions received from
the Local Limited Partnerships, partially offset by an increase in operating
expenses paid during the six months ended June 30, 1996 compared to the six
months ended June 30, 1995.
No working capital advances were made to the Local Limited Partnerships during
the six months ended June 30, 1996 and 1995. Repayments of advances of $7,449
were made by one Local Limited Partnership to the Partnership during the six
months ended June 30, 1995, and were credited as income from operations. No
repayments of advances were made during the six months ended June 30, 1996. As
of June 30, 1996, the combined amount carried by the Local Limited
Partnerships, as due to the Partnership, amounted to $596,365. Future advances
made to the nineteen Local Limited Partnerships' properties whose investments
have been reduced to zero, will be charged to operations; likewise, future
repayments from these properties will be credited to operations.
Distributions received from Local Limited Partnerships represent the
Partnership's proportionate share of the excess cash available for distribution
from the Local Limited Partnerships. As a result of the use of the equity
method of accounting for the Partnership's investments, as of June 30, 1996,
investments in nineteen Local Limited Partnerships had been reduced to zero.
For these investments, cash distributions received are recorded in income as
distributions received in excess of investment in Local Limited Partnerships.
For those investments not reduced to zero, distributions received are recorded
as distributions from Local Limited Partnerships. There were no cash
distributions during the six months ended June 30, 1995. Cash distributions of
$25,000 were received from one Local Limited Partnership during the six months
ended June 30, 1996. The receipt of distributions in future quarters is
dependent upon the operations of the underlying properties of the Local Limited
Partnerships.
-10-
<PAGE> 12
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cash and cash equivalents amounted to $11,018 at June 30, 1996. The ability of
the Partnership to meet its on-going cash requirements, in excess of cash on
hand at June 30, 1996, is dependent upon the future receipt of distributions
from the Local Limited Partnerships or proceeds from sales or refinancings of
one or more of the underlying properties of the Local Limited Partnerships.
Cash on hand at June 30, 1996, plus any distributions from the underlying
operations of the combined Local Limited Partnerships is expected to adequately
fund the operations of the Partnership in the current year. However, there can
be no assurance that future distributions will be adequate to fund the
operations beyond the current year.
The Partnership currently owes the General Partner $1,029,358 for
administrative and reporting services performed in addition to $27,700
advanced from the General Partner to fund working capital needs. The payment of
these unpaid administrative and reporting fees as well as the advances, will
most likely result from the sale or refinancing of the underlying properties of
the Local Limited Partnerships, rather than through recurring operations.
National Corporation for Housing Partnerships (NCHP) was a significant
participant in the drafting and passage of the Low Income Housing Preservation
and Resident Homeownership Act of 1990 (LIHPRHA). LIHPRHA creates a procedure
under which owners of properties assisted under the HUD Section 236 or
221(d)(3) program may be eligible to receive financial incentives in return for
agreeing to extend their property's use as low income housing. When the
appropriation for the Department of Housing and Urban Development (which
administers LIHPRHA) for the 1996 fiscal year was approved, funding for the
program was limited. The appropriation for LIHPRHA for fiscal year 1996 was
recently exhausted. None of the Local Limited Partnerships received incentives
under the program. At this point, it is not clear whether LIHPRHA will receive
funding from Congress in future fiscal years. Even if the program receives
funding, it is not certain that any of the Local Limited Partnerships will
receive incentives under LIHPRHA.
Nineteen of the Local Limited Partnerships in which the Partnership has
invested carry deferred acquisition notes due to the original owners of the
Properties. In the event of a default on these notes, the noteholders would
re-assume both NHP's and the Partnership's interest in the Local Limited
Partnerships. The note related to the acquisition of West Oak Village has a
final maturity date in 1996. All of the other notes have final maturity dates
between 1997 and 1999. The West Oak Village note finally matures on November
30, 1996. The General Partner is preparing to begin negotiating with the
noteholders to extend the maturity date of the note. It is unknown at this time
whether the noteholders will agree to extend the maturity date of the note.
Should the noteholder declare the note in default at maturity on November 30,
1996 and proceed to foreclose, the Partnership may lose its interest in the
Local Limited Partnership. A loss of interest in this Local Limited Partnership
may cause the partners in the Partnership to incur adverse tax consequences.
-11-
<PAGE> 13
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
(A MARYLAND LIMITED PARTNERSHIP)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Such tax consequences will be dependent on each partner's individual tax
situation. There can be no assurance that the General Partner will be
successful in its efforts to renegotiate the terms of this note.
RESULTS OF OPERATIONS
The Partnership has invested as a limited partner in Local Limited Partnerships
which operate twenty-one rental housing properties. In prior years, results of
operations of NHP Realty Fund Two were significantly impacted by the
Partnership's share of the losses of the Local Limited Partnerships. These
losses included depreciation and accrued deferred acquisition note interest
expense which are noncash in nature. Nineteen of the twenty-one investments in
Local Limited Partnership's have been reduced to zero. As a result, the
Partnership's operations are no longer being materially affected by its share
of the operations from these nineteen partnerships. The Partnership has
recorded its share of income in the remaining two Local Limited Partnership's
which amounted to $150,349 and $149,104 for the six months ended June 30, 1996
and 1995, respectively.
The Partnership's net loss decreased to $39,962 for the six months ended June
30, 1996 from a net loss of $68,565 for the six months ended June 30, 1995. Net
loss per unit of limited partnership interest decreased to $2 from $4 for the
18,300 units outstanding throughout both periods. The decrease in net loss was
primarily due to an increase in distributions and repayments received in excess
of investment in and advances to Local Limited Partnerships, and a decrease in
interest due to the General Partner. The Partnership did not recognize $724,472
of its allocated share of losses from nineteen Local Limited Partnerships for
the six months ended June 30, 1996, as the Partnership's net carrying basis in
these Partnerships had been reduced to zero. The Partnership's share of losses
from the Local Limited Partnerships, if not limited to its investment account
balance, would have decreased $46,701 between periods, primarily due to an
increase in rental income, partially offset by an increase in operating
expenses.
-12-
<PAGE> 14
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.
NATIONAL HOUSING PARTNERSHIP REALTY FUND TWO
--------------------------------------------
(Registrant)
By: The National Housing Partnership,
its sole General Partner
By: National Corporation for Housing
Partnerships, its sole General Partner
August 5, 1996 By: /s/
- -------------- --------------------------------------
Jeffrey J. Ochs
As Vice President and Chief Accounting
Officer
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 11,046
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,046
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,388,729
<CURRENT-LIABILITIES> 1,081,437
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1,804,440)
<TOTAL-LIABILITY-AND-EQUITY> 4,388,729
<SALES> 0
<TOTAL-REVENUES> 176,961
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 94,681
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 122,242
<INCOME-PRETAX> (39,962)
<INCOME-TAX> 0
<INCOME-CONTINUING> (39,962)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39,962)
<EPS-PRIMARY> (2)
<EPS-DILUTED> (2)
</TABLE>
