<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-20677
FIRSTCITY LIQUIDATING TRUST
(Exact name of registrant as specified in its charter)
Texas 06-6414468
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1021 Main, Suite 250, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 651-7841
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of April 30, 1997,
2,460,911 units of Class B Beneficial Interests and 738,273 units of Class C
Beneficial Interests were outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
----------- ----------
Assets, at estimated fair value (unaudited)
-------------------------------
<S> <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 32,301 $ 36,129
Trust assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . 85,319 89,100
---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . 117,620 125,229
---------- ----------
Less liabilities at face or estimated amount
--------------------------------------------
Payables and accrued liabilities . . . . . . . . . . . . . . . . . . . 2,491 3,912
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 2,491 3,912
---------- ----------
Commitments and contingencies . . . . . . . . . . . . . . . . . . . . . - -
Trust net asset value attributable to:
--------------------------------------
Class "A" Certificate, held by FirstCity Financial Corporation . . . . 45,894 53,617
Class "B" Certificate, 2,460,911 units outstanding . . . . . . . . . . 69,235 67,700
Class "C" Certificate, 738,273 units outstanding . . . . . . . . . . . - -
---------- ----------
Total net asset value . . . . . . . . . . . . . . . . . . . . . $ 115,129 $ 121,317
========== ==========
</TABLE>
CONSOLIDATED STATEMENTS OF INCOME AND
CHANGES IN NET ASSET VALUE IN LIQUIDATION
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------
1997 1996
<S> <C> <C>
Changes in fair value of trust assets . . . . . . . . . . . . . . . . $ 11,761 $ 15,323
Interest income on short-term investments . . . . . . . . . . . . . . 402 323
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . (155) (15)
Administrative expense . . . . . . . . . . . . . . . . . . . . . . . (7,922) (3,325)
--------- ---------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . 4,086 12,306
--------- ---------
Net asset value, beginning of period . . . . . . . . . . . . . . . . 121,317 201,781
Principal distribution on Class "A" Certificate . . . . . . . . . . . (7,444) (53,345)
Interest distribution on Class "A" Certificate . . . . . . . . . . . (2,830) (2,374)
--------- ---------
Net asset value, end of period . . . . . . . . . . . . . . . . . . . $ 115,129 $ 158,368
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------
1997 1996
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,086 $ 12,306
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Changes in fair value of trust assets . . . . . . . . . . . . (11,761) (15,323)
Collections on trust assets, net of advances . . . . . . . . 16,760 41,573
Capital improvements on trust assets . . . . . . . . . . . . . (1,315) -
Decrease in estimated administrative claims . . . . . . . . . - (2,379)
Increase (decrease) in payables and accrued liabilities . . . (1,324) 99
--------- ---------
Net cash provided by operating activities . . . . . . . . . 6,446 36,276
--------- ---------
Cash flows from investing activities:
Repayment of advance to FirstCity Financial Corporation . . . . . - 2,000
Purchase of FirstCity senior subordinated notes . . . . . . . . . - (4,000)
--------- ---------
Net cash provided by (used in) investing activities . . . . - (2,000)
--------- ---------
Cash flows from financing activities:
Borrowings under notes payable to banks . . . . . . . . . . . . . - 19,800
Interest and principal distribution on Class "A" Certificate . . (10,274) (55,719)
--------- ---------
Net cash used in financing activities . . . . . . . . . . . (10,274) (35,919)
--------- ---------
Net decrease in cash . . . . . . . . . . . . . . . . . . . . . . $ (3,828) $ (1,643)
Cash, beginning of period . . . . . . . . . . . . . . . . . . . . 36,129 11,260
--------- ---------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $ 32,301 $ 9,617
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . $ 155 $ -
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1997
(A) Basis of Presentation
The unaudited consolidated financial statements of FirstCity
Liquidating Trust (the "Trust") reflect, in the opinion of management,
all adjustments, consisting only of normal and recurring adjustments,
necessary to present fairly the Trust's net assets in liquidation at
March 31, 1997, and its changes in net asset value in liquidation and
cash flows for the three month periods ended March 31, 1997 and 1996.
Management of the Trust has made certain estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities to prepare these consolidated
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
Certain amounts in the financial statements for prior periods have
been reclassified to conform with current financial statement
presentation.
(B) Trust Assets
Trust assets are comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
Estimated Gross Cash Flow by Type of Asset 1997 1996
------------------------------------------ ------------ ------------
(unaudited)
<S> <C> <C>
Borrowers' obligation on outstanding balance of:
Performing loans . . . . . . . . . . . $ 62,980 $ 68,551
Nonperforming loans . . . . . . . . . 2,776 2,363
Receivable from the FDIC . . . . . . . . . 2,000 2,000
Real estate and other assets . . . . . . . 42,758 49,122
--------- ---------
Total . . . . . . . . . . . . . . . . 110,514 122,036
--------- ---------
Discount required to reflect trust assets at
estimated fair value . . . . . . (25,195) (32,936)
--------- ---------
Trust assets, net . . . . . . . . . . . . . $ 85,319 $ 89,100
========= =========
</TABLE>
For each asset, estimates of income, expense and net cash flow on a
monthly basis through the expected final disposition date are
prepared. The individual asset budget is developed based upon factors
which include physical inspection of the asset or the collateral
underlying the related loan, local market conditions, contractual
payments or rents, and discussions with the relevant borrower. The
Trust's management and the Portfolio Committee periodically reevaluate
and revise projected monthly cash flows on an asset by asset basis.
At March 31, 1997 and December 31, 1996, the projected monthly cash
flows were discounted at 11% to reflect the Trust assets at estimated
fair value, and Trust assets were highly concentrated in Texas.
4
<PAGE> 5
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
(C) Distribution Priorities
The Trust is required to apply all proceeds from liquidation and
disposition of the Trust's assets first to payment of normal operating
expenses. Second, Trust proceeds are distributed to FirstCity, the
sole Class A Certificate holder, for payment of (i) principal and
interest on senior subordinated notes, (ii) cumulative quarterly cash
dividends ($1.7 million at March 31, 1997) at the annual rate of $3.15
per share (on 2,106,456 shares at March 31, 1997) and (iii) redemption
of nominal stated value of $44.2 million of FirstCity special
preferred stock on September 30, 1998. The Trust distributed $105.7
million to FirstCity in 1996 for the early redemption of senior
subordinated notes and $1 million senior subordinated notes held by
the Trust were cancelled. In addition, the Trust distributed $9.6
million to FirstCity in 1996 and $3.6 million through April 15, 1997
for accrued dividends on special preferred stock. In 1997, the Trust,
in cooperation with FirstCity, began making distributions to FirstCity
for the purchase of FirstCity special preferred stock. As of April
15, 1997, the Trust had distributed approximately $9.3 million to
FirstCity for the repurchase by FirstCity of approximately 398,000
shares (nominal stated value of $8.4 million) of special preferred
stock.
The third order of distribution of Trust proceeds is payments pursuant
to employment agreements with certain former employees of the Debtor.
Fourth, Class B Certificate holders (and, pursuant to bonus
agreements, certain former employees of the Debtor) are entitled to
distributions up to the Pour-Over Level (as hereinafter defined). The
bonus pool and executive long-term incentive plan provides for the
payment of $750,000 in bonuses to certain former employees of the
Debtor after the Trust achieves approximately $275 million of net
collections, the payment of another $750,000 after approximately $30
million of additional net collections, and the payment of bonuses in
the amount of 5% of all net collections in excess of $305 million.
The Pour-Over Level (approximately $132 million at March 31, 1997) is
the liquidation preference on July 3, 1995 of the Debtor's Series B
and Series E preferred stock, less the nominal stated value of
FirstCity special preferred stock and the book value of FirstCity
common stock issued to the Series B and Series E holders, plus
interest at an annual rate of 6.5% from July 3, 1995. Lastly, Class C
Certificate holders receive distributions, if any, after all required
payments (approximately $53.54 per holder at March 31, 1997) to Class
B Certificate holders. No distributions to Class C Certificate
holders are anticipated.
The ultimate amounts to be distributed to the holders of the A, B and
C Certificates will result from the cash flow actually realized from
the liquidation of the non-cash Trust assets and contingent asset
claims. The determination of the net asset value of the Trust in the
accompanying consolidated statements of net assets in liquidation is
based upon estimates of future cash flows. The actual cash flows and
the timing of such cash flows may vary
5
<PAGE> 6
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
significantly from those estimates, thus affecting the final
distributions to the Certificate holders.
(D) Investment Management Agreement
Pursuant to an investment management agreement, FirstCity managed the
liquidation of Trust assets and the Trust paid FirstCity a 3%
servicing fee on collections (as defined in the Investment Management
Agreement) up to a specified level of collections. Thereafter, the
servicing fee percentage increased with additional levels of
collections. In the first quarter of 1997, the Investment Management
Agreement was terminated and, in consideration of this termination,
the Trust paid FirstCity $6.8 million, plus interest at a rate of 10
percent per annum from January 1, 1997 until paid. Administrative
expense includes $6.8 million in the first quarter of 1997 and $1.1
million in the first quarter of 1996, for servicing fees.
(E) Contingencies
The Trust is involved in various legal proceedings in the ordinary
course of business. In the opinion of management of the Trust, the
resolution of such matters should not have a material adverse impact
on the financial position, results of operations or liquidity of the
Trust.
In 1996, the FDIC closed the receiverships of the Debtor's banks and
distributed the remaining surplus of those receiverships to the Trust.
In accordance with a conveyance and indemnification agreement, the
Trust will be required, among other things, to provide indemnity until
March 31, 1999 to the FDIC against any known or unknown liabilities,
obligations or actual expenses which may arise now or in the future
associated with the receiverships, in an aggregate amount up to $12
million. Management of the Trust does not believe that, to the extent
the Trust is obligated to pay certain claims or expenses associated
with the past obligations of the Debtor's banks, such payments will
have a material adverse impact on the financial position, results of
operations or liquidity of the Trust.
6
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The operations of the Trust for the first quarter of 1997 and
1996 are summarized below (dollars in thousands):
<TABLE>
<CAPTION>
First Quarter First Quarter
1997 1996
------------ -------------
<S> <C> <C>
Changes in fair value of trust assets . . . . . . $ 11,761 $ 15,323
Interest income on short-term investments . . . . 402 323
Interest expense . . . . . . . . . . . . . . . . (155) (15)
Administrative expense . . . . . . . . . . . . . (7,922) (3,325)
-------- --------
Net income . . . . . . . . . . . . . . . . $ 4,086 $ 12,306
======== ========
</TABLE>
The estimated fair value of the Trust's assets increased $11.8
million in the first quarter of 1997 as compared to $15.3 million in the first
quarter of 1996, an increase attributable to several factors, including the
elimination of servicing fees to FirstCity (which were netted against future
cash flows) because the Investment Management Agreement was terminated. The
estimated fair value in the first quarter of 1996 increased, in part due to
loan recoveries that exceeded anticipated recoveries by approximately $1.4
million and an increase in the estimated residual value of the Trust's
receivable from the FDIC of $3.5 million. Other factors which contributed to
the enhancement of the net asset value of the Trust's assets in the first
quarters of 1997 and 1996 include (i) the appreciation in value of certain
assets attributable to a favorable interest rate environment and the effect of
such favorable interest rates on the marketability of real estate and (ii) the
increase in the estimated market value of the Trust's assets that naturally
occurs as the remaining life of the Trust (and concomitantly the discount
factor applied in calculating net asset value) decreases.
Interest income on short-term investments was relatively flat in
the first quarter of 1997 as compared to the first quarter of 1996. Interest
expense in the first quarter of 1997 resulted from the termination of the
Investment Management Agreement, as discussed below.
Administrative expense totaled $7.9 million in the first quarter
of 1997 as compared to $3.3 million in the first quarter of 1996. In the
first quarter of 1997, the Investment Management Agreement was terminated and,
in consideration of this termination, the Trust paid FirstCity $6.8 million,
plus interest at a rate of 10 percent per annum from January 1, 1997 until
paid. Comparatively, servicing fees paid to FirstCity were only $1.1 million
in the first quarter of 1996. Professional fees totaled $.4 million in the
first quarter of 1997 as compared to $.7 million in the first quarter of 1996.
At March 31, 1997, the net asset value attributable to the Class
A Certificate (which is held by FirstCity) was $45.9 million, representing the
$44.2 million nominal stated value of FirstCity's special preferred stock and
$1.7 million of accrued dividends on special preferred stock. The Trust
distributed $1.9 million on January 15, 1997, to FirstCity for accrued
dividends on special preferred stock. In the first quarter of 1997, the Trust,
in cooperation with FirstCity,
7
<PAGE> 8
began making distributions to FirstCity for the purchase by FirstCity of its
special preferred stock. As of March 31, 1997, the Trust had distributed
approximately $8.3 million to FirstCity for the repurchase by FirstCity of
approximately 354,000 shares of special preferred stock. These distributions
were made possible principally by $16.8 million in net collections on Trust
assets in 1997 and cash held at December 31, 1996. The Class B Beneficial
Interests were valued at $69.2 million at March 31, 1997. Distributions to
Class C Certificate holders are not anticipated.
Non-cash trust assets at March 31, 1997 and December 31, 1996
were comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
Estimated Gross Cash Flow by Type of Asset 1997 1996
- ------------------------------------------ ------------ ------------
<S> <C> <C>
Borrowers' obligation on outstanding balance of:
Performing loans . . . . . . . . . . . $ 62,980 $ 68,551
Nonperforming loans . . . . . . . . . 2,776 2,363
Receivable from the FDIC . . . . . . . . . 2,000 2,000
Real estate and other assets . . . . . . . 42,758 49,122
----------- ----------
Total . . . . . . . . . . . . . . . . 110,514 122,036
----------- ----------
Discount required to reflect trust assets at
estimated fair value . . . . . . (25,195) (32,936)
----------- ----------
Trust assets, net . . . . . . . . . . . . $ 85,319 $ 89,100
=========== ==========
</TABLE>
For each asset, estimates of income, expense and net cash flow
on a monthly basis through the expected final disposition date are prepared by
management of the Trust. The individual asset budget is developed based upon
factors which include physical inspection of the asset or the collateral
underlying the related loan, local market conditions, contractual payments or
rents, and discussions with the relevant borrower. The Trust's management
periodically reevaluates and revises its projected monthly cash flows on an
asset by asset basis. At March 31, 1997 and December 31, 1996, the projected
monthly cash flows were discounted at 11% to reflect the Trust assets at
estimated fair value.
At March 31, 1997, the Trust also held certain claims, such as
claims under fidelity bonds and judgments and deficiencies arising from charged
off loans to former borrowers of the Debtor's banks. The estimated future cash
flows from which the net asset value of the Trust was derived include estimated
future collections which might be realized from such claims only when such
amounts are reasonably certain and estimable. No value was assigned at
March 31, 1997. In the first quarter of 1997, a claim (valued at $8 million on
December 31, 1996) against former directors and officers of the Debtor of
approximately $8 million was collected.
In April 1997, a contract for the sale of a large asset held
by the Trust was signed. This contract, if consummated, will increase the
valuation of Class B Beneficial Interests by approximately $8 million. The
contract is subject to a 120 day due-diligence period and a number of other
contingencies. Consequently, there can be no assurance that the contract will
be consummated.
8
<PAGE> 9
PART II - OTHER INFORMATION
Item 5. Other Information.
The amounts of items of income, gain, loss, and deduction to
be allocated to each of the Class A, Class B, and Class C Certificate holders
for any taxable year will be based, in part, on the amount of income earned by
the assets in the Trust, including the assets held through partnerships, as
well as the amount of gain or loss recognized on the sale of such assets.
Because of the significant contingencies remaining as to what income, gain or
loss will be recognized, it is not possible to estimate at this time the amount
of income, gain or loss that will be allocated to any Certificate holder (and
consequently taken into account on such holder's own tax return). The current
market price of a Class B Certificate is significantly in excess of the basis
of the assets held indirectly by the Trust attributable to such Certificate.
As a result of this excess, the Portfolio Committee has instructed its advisors
to analyze the possible tax impact to Certificate holders under various pro
forma assumptions. The purpose of such analysis will be to determine whether
the amount of income reportable by such Certificate holders could be reduced by
the Trust (or the underlying partnerships) either through making certain tax
elections or otherwise.
9
<PAGE> 10
Item 6. Exhibits and Reports on Form 8-K.
<TABLE>
<CAPTION>
(a) Exhibits
--------
Exhibit
No. Description
------- -----------
<S> <C>
2.1(1) Joint Plan of Reorganization for First City Bancorporation of
Texas, Inc., as modified, under Chapter 11 of the United
States Bankruptcy Code, as confirmed by the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas division on
May 31, 1995.
3.1(1) The Liquidating Trust Agreement, dated as of July 3, 1995, by
and between First City Bancorporation of Texas, Inc. and
Shawmut Bank Connecticut, National Association (now Fleet
National Bank), as Trustee.
4.1(1) Form of Class B Certificate.
4.2(1) Form of Class C Certificate.
10.1(1) Investment Management Agreement, dated as of July 3, 1995, by
and between FirstCity, as Investment Manager, and the Trust.
10.2(3) Employment Agreement, effective as of July 3, 1995, by and
between FCLT Loans Asset Corp. and Robert W. Brown, as amended
May 1, 1996.
10.3(1) Loan Agreement, dated as of July 11, 1995, among Loans, L.P.,
Fleet National Bank, as Agent and as Lender, and NationsBank
of Texas, N.A., as Lender.
10.4(2) Settlement Agreement, dated as of June 22, 1994, as amended as
of January 30, 1995, by and among FDIC-Corporate, the FDIC-
Receivers and the First City Parties.
10.5(3) Conveyance and Indemnification Agreement, dated December 23,
1996, between FDIC-Corporate, the FDIC-Receivers, FCLT Loans,
L.P. and the Trust.
10.6(3) Termination Agreement, dated March 24, 1997, by and between
FirstCity and the Trust.
21.1(1) Subsidiaries of the Trust.
27.1 - Financial Data Schedule.
</TABLE>
- -----------------
(1) Filed as the exhibit indicated to the Registration Statement on
Form 10 filed with the Securities and Exchange Commission on May 1,
1996 and incorporated herein by reference.
(2) Filed as the exhibit indicated to the Registration Statement on
Form 10/A filed with the Securities and Exchange Commission on
July 10, 1996 and incorporated herein by reference.
(3) Filed as the exhibit indicated to the Form 10-K filed with the
Securities and Exchange Commission on March 28, 1997 and
incorporated herein by reference.
(b) Reports on Form 8-K. No report on Form 8-K was filed by the
Registrant with the Commission during the quarterly period ended
March 31, 1997.
10
<PAGE> 11
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.
FLEET NATIONAL BANK, as Trustee
Date: May 13, 1997 /s/ SUSAN T. KELLER
-------------------------
Name: Susan T. Keller
-------------------
Title: Vice President
-------------------
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
- ------ ----
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FIRSTCITY LIQUIDATING TRUST MARCH 31, 1997 FORM 10-Q FINANCIAL STATEMENTS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FIRSTCITY LIQUIDATING TRUST
MARCH 31, 1997 FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 32,301
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 85,319
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 117,620
<CURRENT-LIABILITIES> 2,491
<BONDS> 0
45,894
0
<COMMON> 0
<OTHER-SE> 69,235
<TOTAL-LIABILITY-AND-EQUITY> 117,620
<SALES> 11,761
<TOTAL-REVENUES> 12,163
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,922
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 155
<INCOME-PRETAX> 4,086
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,086
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,086
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
