<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1998 Commission File Number 0000887203
TOWNE BANCORP, INC.
(Exact name of small business issuer as specified in its charter)
OHIO 34-1704637
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P. O. Box 806, Perrysburg, Ohio 43552
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (419) 352-5601
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
periods 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
--- ---
370,761 common shares were outstanding as of June 30, 1998.
This document contains 11 pages.
<PAGE> 2
TOWNE BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
PAGE(S)
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS....................................... 3-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS....................... 9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.......................................... 10
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.................. 10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES............................ 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........ 10
ITEM 5. OTHER INFORMATION.......................................... 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K........................... 10
SIGNATURES.................................................................. 11
</TABLE>
<PAGE> 3
PART I
ITEM 1. FINANCIAL STATEMENTS
TOWNE BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
---------------- ---------------
ASSETS
<S> <C> <C>
CASH AND CASH EQUIVALENTS
Cash and due from banks $ 862,942 $ 1,014,289
Federal funds sold -- 3,142,000
---------- ----------
Total cash and cash equivalents 862,942 4,156,289
---------- ----------
INVESTMENT SECURITIES
Available-for-sale, at market value -- 999,397
Held-to-maturity, at amortized cost -- 1,596,341
---------- ----------
Total investment securities -- 2,595,738
---------- ----------
Loans receivable, net of allowance for loan losses
of $1,596,725 in 1997 -- 13,115,066
Premises and equipment, net -- 2,401,617
Other assets -- 300,345
---------- ----------
Total assets $ 862,942 $22,569,055
========== ===========
LIABILITIES, RESCINDABLE COMMON STOCK
AND STOCKHOLDERS' DEFICIT
LIABILITIES
Deposits $ -- $17,869,056
Capital lease obligations -- 2,482,729
Accrued interest, taxes and other liabilities 94,832 350,381
---------- -----------
Total liabilities 94,832 20,702,166
---------- -----------
RESCINDABLE COMMON STOCK
Common stock, without par value. Authorized
800,000 shares; issued and outstanding
370,761 shares 4,482,533 4,482,533
---------- -----------
STOCKHOLDERS' DEFICIT
Accumulated deficit (3,714,423) (2,620,132)
Net unrealized holding gain on investment
securities available-for-sale -- 4,488
---------- -----------
Total stockholders' deficit (3,714,423) (2,615,644)
---------- -----------
Total liabilities, rescindable common stock and stockholders' deficit $ 862,942 $22,569,055
========== ===========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 4
TOWNE BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------- --------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 297,353 $ 158,688 $ 617,534 $ 240,696
Investment securities 27,859 51,030 65,386 101,834
Federal funds sold 16,240 50,991 65,393 121,529
------------- ------------- ------------- -------------
Total interest income 341,452 260,709 748,313 464,059
Interest expense-deposits 144,915 124,224 386,756 241,809
------------- ------------- ------------- -------------
Net interest income 196,537 136,485 361,557 222,250
Provision for loan losses 406,303 30,000 739,610 60,000
------------- ------------- ------------- -------------
Net interest income (expense)
after provision for loan losses (209,766) 106,485 (378,053) 162,250
------------- ------------- ------------- -------------
NON-INTEREST INCOME
Service charges on deposit accounts 18,419 2,877 36,740 4,645
Net gain on sale of bank 184,866 -- 184,866 --
Other operating income 19,187 10,147 44,009 13,701
------------- ------------- ------------- -------------
Total non-interest income 222,472 13,024 265,615 18,346
------------- ------------- ------------- -------------
NON-INTEREST EXPENSES
Salaries, wages and employee benefits 117,112 118,288 224,013 232,017
Occupancy expenses, including
interest on capital lease obligations 319,855 93,881 453,150 178,591
Other operating expenses 296,055 193,727 535,337 327,251
------------- ------------- ------------- -------------
Total non-interest expenses 733,022 405,896 1,212,500 737,859
------------- ------------- ------------- -------------
Income (loss) before extraordinary item (720,316) (286,387) (1,324,938) (557,263)
Extraordinary item, net of tax 230,646 -- 230,646 --
------------- ------------- ------------- -------------
Net loss $ (489,670) $ (286,387) $ (1,094,292) $ (557,263)
============= ============= ============= =============
Comprehensive income (loss) $ (483,833) $ (293,667) $ (1,088,455) $ (559,870)
============= ============= ============= =============
PER SHARE
Loss before extraordinary item $ (1.94) $ (.77) $ (3.57) $ (1.50)
============= ============= ============= =============
Net loss $ (1.32) $ (.77) $ (2.95) $ (1.50)
============= ============= ============= =============
Comprehensive loss $ (1.30) $ (.79) $ (2.93) $ (1.51)
============= ============= ============= =============
Average common shares outstanding 370,761 370,761 370,761 370,761
============= ============= ============= =============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 5
TOWNE BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
--------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FORM OPERATING ACTIVITIES
Net loss $ (1,094,292) $ (557,263)
Adjustment to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 75,841 66,438
Provision for loan losses 739,610 60,000
Net gain on sale of bank (184,866) --
Gain on termination of capital lease obligations (230,646) --
Accretion of investment securities discounts,
net of premium amortization (2,704) (1,831)
Effects of changes in operating assets and liabilities:
Other assets (266,516) (276,701)
Accrued interest, taxes and other liabilities (255,548) (157,774)
------------- -------------
Net cash used in operating activities (1,219,121) (867,131)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of bank 825,420 --
Proceeds from maturity of investment securities 2,598,442 --
Net (increase) decrease in loans receivable 12,375,456 (6,276,865)
Other (4,488) 3,094
------------- -------------
Net cash provided by (used in) investing activities 15,794,830 (6,273,771)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (17,869,056) 3,676,590
------------- -------------
Net decrease in cash and cash equivalents (3,293,347) (3,464,312)
CASH AND CASH EQUIVALENTS
At beginning of period 4,156,289 5,812,547
------------- -------------
At end of period $ 862,942 $ 2,348,235
============= =============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 6
TOWNE BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)
NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared by Towne
Bancorp, Inc. ("the Company") without audit. In the opinion of
management, all adjustments necessary to present fairly the
Company's financial position, results of operations and changes in
cash flows have been made. The financial statements include the
accounts of Towne Bank ("the Bank"), the Company's wholly-owned
subsidiary, through June 19, 1998 when the Bank was sold. See Note
5.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been omitted. The results of
operations for the period ended June 30, 1998 are not necessarily
indicative of the operating results for the full year.
The Independent Auditor's Report, dated March 3, 1998, on the
Company's 1997 financial statements and for each of the three
years in the period ended December 31, 1997 included an
explanatory paragraph for the Company's "going concern
uncertainty." Since that time, the Company has sold its only
subsidiary on June 19, 1998 (see Note 5).
The proceeds of the transaction paid to the Company will be used
to pay ongoing expenses of the Company including its proposed
liquidation and dissolution. The Board of Directors of the Company
hope to liquidate the Company before year-end 1998 and to
distribute all remaining assets of the Company to its shareholders
on or before such time.
NOTE 2 - REGULATORY MATTERS
The Company and the Bank are regulated by federal and state
banking agencies. As a result, they are subject to periodic
examinations by the agencies and are required to comply with
various regulatory matters. As a result of a June 30, 1997 Joint
Report of Examination issued by the Federal Reserve Bank of
Cleveland ("the Federal Reserve Bank") and the Ohio Division of
Financial Institutions ("the Division"), the Board of Directors of
the Bank authorized, on November 12, 1997, the acceptance of a
Memorandum of Understanding between the Bank and the regulatory
agencies. Under the Memorandum, which was effective November 14,
1997, the Bank agreed to develop a capital plan, upgrade its
budgeting process, assess its management structure and board
oversight, hire an experienced chief lending officer, establish
loan review procedures, provide periodic reporting to the
regulators, and other matters.
As a result of an additional examination in December, 1997 by the
regulatory agencies, the Board of Directors of the Bank
authorized, on January 30, 1998, the acceptance of a Cease and
Desist Order ("the Order") between the Bank and the regulatory
agencies. Under the Order, which was effective February 4, 1998,
the Bank agreed to comply with each and every provision of the
Order, many of which are in the Memorandum of Understanding
described above. The Order requires that the Bank: (a) within 30
days employ a chief lending officer; (b) within 10 days retain an
independent bank management consultant, who will submit a written
report to the Bank's board of directors within thirty days of the
date the consultant is retained; (c) within 30 days of the receipt
of the consultant's report submit a written management plan to the
Division and the Federal Reserve Bank; (d) within 30 days submit a
written plan for attaining and maintaining an adequate capital
position; (e) obtain written approval from the Division and the
Federal Reserve Bank prior to declaring or paying any dividends;
(f) adhere to certain loan approval policies; (g) within 30 days
achieve and maintain an adequate valuation reserve
-6-
<PAGE> 7
for loan losses; (h) within 60 days submit a written record for
determining and maintaining loan loss reserves; (i) within 60 days
submit written loan review procedures; (j) within 60 days provide
the Division and the Federal Reserve Bank with certain information
regarding loans in excess of $25,000; (k) within 60 days submit a
written plan for improving earnings for 1998 and 1999; (l) within
30 days submit a written funds management plan; and (m) within 60
days initiate a compliance program designed to ensure compliance
with the Order, and thereafter, within thirty days of the end of
each quarter submit a report of actions taken to comply with the
Order.
The Order will remain in effect until stayed, modified or
terminated by the Division and the Federal Reserve Bank. The Bank
has not been able to comply with certain of the requirements of
the Order. The Bank and the Company continue to be subject to
regulatory examinations and close oversight.
The Company and the Bank are subject to various regulatory capital
requirements administered by federal and state agencies. Failure
to meet minimum capital requirements can initiate certain
mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material
effect on the Company's financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines
that involve quantitative measures of assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory
accounting practices. The capital amounts and classification are
also subject to qualitative judgments by the regulators about
components, risk weightings, and other factors. As the Company's
consolidated assets are less than $150 million and it does not
meet other specified criteria at June 30, 1998 and December 31,
1997, the Company is not subject to the consolidated capital
requirements of the Federal Reserve System's Bank Holding
Companies Act, as amended June 30, 1998 and December 31, 1997.
However, as a part of the Company's initial approval as a bank
holding company, the Federal Reserve Bank did require the
following: 1) no dividends are to be paid by the Company during
its first three years of operations; 2) no borrowing by the
Company will be permitted during the Company's first three years
of operations; and 3) the Bank will maintain a 10% Tier 1 Capital
(to total assets) ratio for its first three years of operations.
On a parent company only basis, the Company's only source of funds
are dividends paid by the Bank. The ability of the Bank to pay
dividends is subject to limitations under various laws and
regulations, and to prudent and sound banking principles.
The Board of Governors of the Federal Reserve System generally
considers it to be an unsafe and unsound banking practice for a
bank holding company to pay dividends except out of current
operating income, although other factors such as overall capital
adequacy and projected income may also be relevant in determining
whether dividends should be paid.
NOTE 3 - CONTINGENT LIABILITY - RESCINDABLE COMMON STOCK
The Company, as a result of federal and state securities law
compliance matters, has a contingent liability related to the sale
of common stock in its initial public offers. Notification of
these securities law compliance matters was first received from
the Securities and Exchange Commission in a letter dated February
4, 1997. The maximum contingent liability would be the full
purchase price of all 370,761 shares sold by the Company, or
approximately $4,500,000, plus interest. The Company retained
special securities law counsel to advise it with respect to the
matter. As a result, the Company filed a Registration Statement
with the Securities and Exchange Commission on January 5, 1998 to
address this matter. However, no assurance can be made that the
Securities and Exchange Commission will approve the Registration
Statement or that the Company will proceed with the Registration
Statement.
-7-
<PAGE> 8
If the Registration Statement becomes effective, the Company will
offer (the "Rescission Offer") to purchase shares of the Company's
common stock from those shareholders of the Company who purchased
the shares directly from the Company from 1992 through 1996,
subject to the terms and conditions set forth in the Rescission
Offer. The Company will offer to repurchase the shares for the
initial price paid to the Company by each shareholder, plus
interest at a rate that varies based on a shareholder's state of
residence at the time the shares were purchased. In view of the
matters described in Note 5, the Company will most likely not
proceed with the Rescission Offer.
As a result of this matter, the common stock issued and
outstanding has been reported in the consolidated balance sheets
as "rescindable common stock". Such amount is reported after
liabilities but before stockholders' deficit.
In July, 1998, a class action lawsuit was filed on behalf of Towne
Bancorp's shareholders seeking damages related to the rescindable
classification of their common stock and its improper
registration. The Company is obligated to indemnify its
directors and former directors for costs assumed by them in
connection with the lawsuit.
NOTE 4 - CONTINGENT LIABILITY - OTHER
The Company has received an informal inquiry from the Securities
and Exchange Commission, Midwest Regional Office, Division of
Enforcement regarding the initial public offering of the Company's
common shares. In connection with the informal inquiry, the
Division of Enforcement has asked the Company to furnish certain
documents relating to the offering. The Company intends to fully
cooperate with the informal inquiry. In the event the Division of
Enforcement determines that there is a basis for an enforcement
action and elects to pursue such an action against the Company,
its officers or directors, the defense costs associated with, and
any resulting judgments from any enforcement action could have a
material adverse affect on the Company.
NOTE 5 - SALE OF BANK
On June 11, 1998, the Company signed a definitive Agreement that
provided for a capital infusion of $2,000,000 into Towne Bank, the
wholly owned subsidiary of the Company, by Exchange Bancshares,
Inc. ("EBI"), Luckey, Ohio. The Company and EBI also joined the
execution of a separate Merger Agreement by and between Towne Bank
and The Exchange Bank, a wholly owned subsidiary of EBI, dated as
of June 19, 1998. The transactions contemplated under the
Agreement and the Merger Agreement were consummated effective as
of June 19, 1998, after receipt of approval from the Ohio Division
of Financial Institutions and the Federal Reserve Bank of
Cleveland. Pursuant to the terms of the Agreement and the Merger
Agreement, the Company, as a shareholder of Towne Bank, received
cash in the amount of $825,420 on June 19, 1998. A gain of
$184,866 resulted from the sale.
Under the terms of the Agreement and the Merger Agreement, an
additional $275,140 was deposited with Exchange Bank, as escrow
agent, to be held for a period of six (6) months. At the end of
such six (6) month period, assuming that there has been no
demonstrated breach of the representations and warranties of the
Agreement or merger Agreement by the Company or Towne Bank, the
$275,140 held in escrow will be released to the Company. It is not
probable that the $275,140 will be received by the Company.
NOTE 6 - EXTRAORDINARY ITEM
On June 18, 1998, capital lease obligations were extinguished when
a third party purchaser bought the Bank's two branches and
terminated the related lease agreements with the Company. This
transaction resulted in an extraordinary gain of $230,646.
-8-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company had total consolidated assets of $862,942 at June 30,
1998, a decrease of $21,706,113 compared to $22,569,055 at
December 31, 1997. The Company sold its bank subsidiary on June
19, 1998 as described in Note 5.
The Company reported a net loss of $1,094,292 for the six months
ended June 30, 1998. A significant portion of this loss in the
first half can be attributed to the provision for loan losses of
$739,610. Additionally, the Company had an extraordinary gain on
the early extinguishment of debt related to a capitalized lease
obligation which was sold, amounting to $230,646. The Company also
recognized a gain on the sale of its subsidiary bank of $184,866
(see Note 5).
The Company is a party to one or more lawsuits. The Company does
not plan to liquidate until lawsuits are settled.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
The Company cautions that any forward-looking statements (as such
term is defined in the Private Securities Litigation Reform Act of
1995) including, but not limited to, statements regarding the
Company's operations during the pendancy of litigation and the
amount of working capital needed to fund operations contained in
this report, or made by management of the Company, involves risks
and uncertainties, and are subject to change based on various
important factors. The following factors, among others, in some
cases have affected, and in the future could affect, the Company's
financial performance and actual results, and could cause actual
results for fiscal 1998 and beyond to differ materially from those
expressed or implied in any such forward-looking statements:
greater than anticipated costs associated with pending litigation,
additional claims, which could result in increased defense costs
and future capital needs. Actual results may differ materially
from management expectations.
-9-
<PAGE> 10
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company, certain officers, and a former board member of the
Company have been named as defendants in a civil action initiated by
Thomas Eichler, a former officer and director of the Company. The
Complaint was filed in the United States District Court for the
Northern District of Ohio, Western Division. The Complaint alleges a
breach of duty as a result of the failure to hire Mr. Eichler as an
employee of the Company. The Complaint seeks compensatory damages in
the nature of lost wages and punitive damages. The Company has
negotiated a settlement with Mr. Eichler that resulted in a dismissal
of all claims. In connection with the settlement, the Company
anticipates making a $40,000 payment to Mr. Eichler.
The Company is a party to one or more lawsuits. The Company does not
plan to liquidate until lawsuits are settled.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Any shareholder proposal submitted outside the processes of Rule
14a-8 under the Securities Exchange Act of 1934 for presentation to
the Company's 1999 Annual Meeting of Shareholders will be considered
untimely for purposes of Rules 14a-4 and 14a-5 if notice thereof is
not received by the Company within a reasonable time before the date
of the Company's 1999 Annual Meeting of Shareholders. Shareholders
may expect that the Company will schedule its 1999 Annual Meeting of
Shareholders in May or June of 1999.
In October 1998, Jerome Bechstein, former Towne Bank president and
chief executive officer and current president and chief executive
officer of the Company, and Lois Brigham, former executive vice
president, signed an order with the Federal Reserve System Board,
that prohibits Mr. Bechstein and Ms. Brigham from any future banking
employment.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibit 27 - Financial data schedule.
(B) Reports on Form 8-K - The Registrant filed a Form 8-K dated June
25, 1998. Items 2 and 5 (Acquisition or Disposition of
Assets/Other Events) and Item 7 (Exhibits) were reported. No
financial statements were filed.
-10-
<PAGE> 11
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Towne Bancorp, Inc.
--------------------------------------
Registrant
/s/ John P. Weinert
Date: November 20, 1998 --------------------------------------
----------------- John P. Weinert, Chairman
Date: November 20, 1998 /s/ Jerome C. Bechstein
----------------- --------------------------------------
Jerome C. Bechstein, President and CEO
-11-
<PAGE> 12
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 862,942
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 862,942
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 94,832
<LONG-TERM> 0
0
0
<COMMON> 4,482,533
<OTHER-SE> (3,714,423)
<TOTAL-LIABILITIES-AND-EQUITY> 862,942
<INTEREST-LOAN> 617,534
<INTEREST-INVEST> 65,386
<INTEREST-OTHER> 65,393
<INTEREST-TOTAL> 748,313
<INTEREST-DEPOSIT> 386,756
<INTEREST-EXPENSE> 386,756
<INTEREST-INCOME-NET> 361,557
<LOAN-LOSSES> 739,610
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,212,500
<INCOME-PRETAX> (1,324,938)
<INCOME-PRE-EXTRAORDINARY> (1,324,938)
<EXTRAORDINARY> 230,646
<CHANGES> 0
<NET-INCOME> (1,094,292)
<EPS-PRIMARY> (2.95)
<EPS-DILUTED> (2.93)<F1>
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>EPS-COMPREHENSIVE
</FN>
</TABLE>
