FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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ACT OF 1934 For the quarterly period ended March 18, 2000 (12 weeks)
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
Commission file number
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BOTTLING GROUP, LLC
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(Exact name of registrant as specified in its charter)
Delaware 13-4042452
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(State or other jurisdiction of (I.R.S.
Employer incorporate or organization) Identification No.)
One Pepsi Way, Somers, New York 10589
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(Address of principal executive offices) (Zip Code)
914-767-6000
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(Registrant's telephone number, including area code)
N/A
---
(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
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<TABLE>
<CAPTION>
Bottling Group, LLC
Index
Page No.
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Part I Financial Information
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Operations -
12 weeks ended March 18, 2000 and March 20, 1999 2
Condensed Consolidated Statements of Cash Flows -
12 weeks ended March 18, 2000 and March 20, 1999 3
Condensed Consolidated Balance Sheets -
March 18, 2000 and December 25, 1999 4
Notes to Condensed Consolidated Financial Statements 5-7
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 8-11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 11
Independent Accountants' Review Report 12
Part II Other Information and Signatures
Item 6. Exhibits 13
</TABLE>
-1-
PART I - FINANCIAL INFORMATION
Item 1.
Bottling Group, LLC
Condensed Consolidated Statements of Operations
(in millions, unaudited)
<TABLE>
<CAPTION>
12 Weeks Ended
--------------
March March
18, 2000 20, 1999
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<S> <C> <C>
Net Revenues........................................... $1,545 $1,452
Cost of sales.......................................... 845 835
------ ------
Gross Profit........................................... 700 617
Selling, delivery and administrative expenses.......... 625 575
------ ------
Operating Income....................................... 75 42
Interest expense, net.................................. 24 30
Foreign currency loss.................................. - 1
Minority interest...................................... - (1)
------ ------
Income before income taxes............................. 51 12
Income tax expense..................................... - -
------ ------
Net Income............................................. $ 51 $ 12
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</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
-2-
Bottling Group, LLC
Condensed Consolidated Statements of Cash Flows
(in millions, unaudited)
<TABLE>
<CAPTION>
12 Weeks Ended
--------------
March March
18, 2000 20, 1999
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Cash Flows - Operations
<S> <C> <C>
Net income..................................................................... $ 51 $ 12
Adjustments to reconcile net income to net cash provided by operations:
Depreciation.............................................................. 76 79
Amortization.............................................................. 30 29
Other non-cash charges and credits, net................................... 33 23
Changes in operating working capital, excluding effects of
acquisitions;
Trade accounts receivable............................................... (8) (17)
Inventories............................................................. (7) (15)
Prepaid expenses, deferred income taxes and other current assets........ (14) (10)
Accounts payable and other current liabilities.......................... (107) (11)
------ ------
Net change in operating working capital .................................. (136) (53)
------ ------
Net Cash Provided by Operations................................................... 54 90
------ ------
Cash Flows - Investments
Capital expenditures........................................................... (85) (82)
Acquisitions of bottlers....................................................... - (104)
Notes receivable from PBG, Inc................................................. (68) -
Other, net..................................................................... (4) (8)
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Net Cash Used by Investments...................................................... (157) (194)
------ ------
Cash Flows - Financing
Short-term borrowings - three months or less................................... 3 -
Proceeds from third party debt................................................. - 2,300
Replacement of PepsiCo allocated debt.......................................... - (2,300)
Payments of third party debt................................................... (8) (45)
Increase in owners' net investment............................................. - 128
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Net Cash (Used) Provided by Financing............................................. (5) 83
------ ------
Effect of Exchange Rate Changes on Cash and Cash Equivalents...................... (1) (1)
------ ------
Net Decrease in Cash and Cash Equivalents......................................... (109) (22)
Cash and Cash Equivalents - Beginning of Period................................... 190 36
------ ------
Cash and Cash Equivalents - End of Period......................................... $ 81 $ 14
====== ======
Supplemental Cash Flow Information
Third-party interest and income taxes paid........................................ $ 87 $ 2
====== ======
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
-3-
Bottling Group, LLC
Condensed Consolidated Balance Sheets
(in millions)
<TABLE>
<CAPTION>
(Unaudited)
March December
18, 2000 25, 1999
-------- --------
Assets
- ------
Current Assets
<S> <C> <C>
Cash and cash equivalents................................................ $ 81 $ 190
Trade accounts receivable, less allowance of $48 at
March 18, 2000 and December 25, 1999, respectively................. 834 827
Inventories.............................................................. 298 293
Prepaid expenses, deferred income taxes and other current assets......... 100 100
------ ------
Total Current Assets............................................. 1,313 1,410
Property, plant and equipment, net......................................... 2,224 2,218
Intangible assets, net..................................................... 3,784 3,819
Notes receivable from PBG, Inc............................................. 327 259
Other assets............................................................... 80 89
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Total Assets.................................................... $7,728 $7,795
====== ======
Liabilities and Owners' Equity
- ------------------------------
Current Liabilities
Accounts payable and other current liabilities........................... $ 812 $ 904
Short-term borrowings.................................................... 17 23
------ ------
Total Current Liabilities........................................ 829 927
Long-term debt due to third parties........................................ 2,284 2,284
Other liabilities.......................................................... 319 315
Deferred income taxes...................................................... 190 200
Minority interest.......................................................... 141 141
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Total Liabilities................................................ 3,763 3,867
Owners' Equity
Owners' net investment.................................................. 4,201 4,150
Accumulated other comprehensive loss.................................... (236) (222)
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Total Owners' Equity............................................. 3,965 3,928
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Total Liabilities and Owners' Equity............................ $7,728 $7,795
====== ======
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
-4-
Bottling Group, LLC
Notes to Condensed Consolidated Financial Statements (unaudited)
Tabular dollars in millions
- --------------------------------------------------------------------------------
Note 1 - Basis of Presentation
Bottling Group, LLC (collectively referred to as "Bottling LLC," "we,"
"our" and "us") is the principal operating subsidiary of The Pepsi Bottling
Group, Inc. ("PBG") and consists of substantially all of the operations and
assets of PBG. Bottling LLC, which is consolidated by PBG, consists of bottling
operations located in the United States, Canada, Spain, Greece and Russia. For
the periods presented prior to our formation, we were an operating unit of
PepsiCo, Inc. ("PepsiCo").
PBG was incorporated in Delaware in January 1999 and, prior to its
formation, PBG was an operating unit of PepsiCo. PBG's initial public offering
consisted of 100,000,000 shares of common stock sold to the public on March 31,
1999, equivalent to 65% of its outstanding common stock, leaving PepsiCo the
owner of the remaining 35% of outstanding common stock. PepsiCo's ownership has
increased to 37.1% at March 18, 2000, as a result of net repurchases of 6.8
million shares under PBG's share repurchase program.
In addition, in conjunction with its initial public offering, PBG and
PepsiCo contributed bottling businesses and assets used in the bottling
businesses to Bottling LLC. As a result of the contribution of these assets, PBG
owns 92.9% of Bottling LLC and PepsiCo owns the remaining 7.1%, giving PepsiCo
economic ownership of 41.6% of PBG's combined operations.
The accompanying Condensed Consolidated Financial Statements include
information that has been presented on a "carve-out" basis for the periods prior
to PBG's initial public offering and our formation. This information includes
the historical results of operations and assets and liabilities directly related
to Bottling LLC, and has been prepared from PepsiCo's historical accounting
records. Certain estimates, assumptions and allocations were made in determining
such financial statement information. Therefore, these Condensed Consolidated
Financial Statements may not necessarily be indicative of the results of
operations, financial position or cash flows that would have existed had we been
a separate, independent company from the first day of all periods presented.
On March 8, 1999, PBG issued $1 billion of 7% senior notes due 2029, which
are guaranteed by us. We also guarantee that to the extent there is available
cash, we will distribute pro rata to all owners sufficient cash such that
aggregate cash distributed to PBG will enable PBG to pay its taxes and make
interest payments on the $1 billion 7% senior notes due 2029.
The accompanying Condensed Consolidated Balance Sheet at March 18, 2000 and
the Condensed Consolidated Statements of Operations and Cash Flows for the 12
weeks ended March 18, 2000 and March 20, 1999 have not been audited, but have
been prepared in conformity with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. These Condensed Consolidated Financial Statements should
be read in conjunction with the audited consolidated financial statements for
the year ended December 25, 1999 as presented in our Annual Report on Form 10-K.
In the opinion of management, this interim information includes all material
adjustments, which are of a normal and recurring nature, necessary for a fair
presentation.
-5-
Note 2 - Seasonality of Business
The results for the first quarter are not necessarily indicative of the
results that may be expected for the full year because of business seasonality.
The seasonality of our operating results arises from higher sales in the second
and third quarters versus the first and fourth quarters of the year, combined
with the impact of fixed costs, such as depreciation, amortization and interest,
which are not significantly impacted by business seasonality.
Note 3 - Inventories
March December
18, 2000 25, 1999
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Raw materials and supplies...................... $ 106 $ 110
Finished goods.................................. 192 183
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$ 298 $ 293
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Note 4 - Property, Plant and Equipment, net
March December
18, 2000 25, 1999
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Land............................................ $ 144 $ 145
Buildings and improvements...................... 853 852
Production and distribution equipment........... 2,118 2,112
Marketing equipment............................. 1,639 1,596
Other........................................... 83 84
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4,837 4,789
Accumulated depreciation........................ (2,613) (2,571)
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$2,224 $2,218
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Note 5 - Comprehensive Income
12 Weeks Ended
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March March
18, 2000 20, 1999
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Net income....................................... $ 51 $ 12
Currency translation adjustment.................. (14) 11
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Comprehensive Income............................. $ 37 $ 23
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-6-
Note 6 - Comparability of Results
Asset Lives
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At the beginning of fiscal year 2000, we changed the estimated useful lives
of certain categories of assets to reflect the success of our preventive
maintenance programs in extending the useful lives of these assets. The changes,
which are detailed in the table below, lowered total depreciation cost for the
quarter by $14 million reducing cost of sales by $8 million and selling,
delivery and administrative expenses by $6 million.
Estimated Useful Lives
----------------------
2000 1999
---- ----
Manufacturing equipment............................... 15 10
Heavy fleet........................................... 10 8
Fountain dispensing equipment......................... 7 5
Small specialty coolers and marketing equipment....... 3 5 to 7
Initial Public Offering
- -----------------------
The 1999 financial information for the period prior to PBG's initial public
offering and our formation has been carved out from the financial statements of
PepsiCo using the historical results of operations and assets and liabilities of
our business. The Condensed Consolidated Financial Statements reflect certain
costs that may not necessarily be indicative of the costs we would have incurred
had we operated as an independent, stand-alone entity from the beginning of
1999. These costs include an allocation of PepsiCo corporate overhead and
interest expense:
o We included corporate overhead related to PepsiCo's corporate
administrative functions based on a specific identification of
PepsiCo's administrative costs relating to the bottling operations
and, to the extent that such identification was not practicable, based
upon the percentage of our revenues to PepsiCo's consolidated net
revenues. These costs are included in selling, delivery and
administrative expenses in our Condensed Consolidated Statements of
Operations.
o We allocated $2.3 billion of PepsiCo debt to our business. We charged
interest expense on this debt using PepsiCo's weighted-average
interest rate. Once we issued $2.3 billion of third-party debt in the
first quarter of 1999, our actual interest rates were used to
determine interest expense for the remainder of the year. Allocated
interest expense was deemed to have been paid to PepsiCo, in cash, in
the period in which the cost was incurred.
The amounts of the historical allocations described above are as follows:
1999
----
Corporate overhead expense.......................... $ 3
Interest expense.................................... $ 16
PepsiCo weighted-average interest rate.............. 5.8%
-7-
Item 2.
Management's Discussion and Analysis of Results of Operations and Financial
- ---------------------------------------------------------------------------
Condition
- ---------
Overview
Bottling Group, LLC (collectively referred to as "Bottling LLC," "we,"
"our" and "us") is the principal operating subsidiary of The Pepsi Bottling
Group, Inc. ("PBG") and consists of substantially all of the operations and
assets of PBG. Bottling LLC, which is 92.9% owned by PBG and is fully
consolidated, consists of bottling operations located in the United States,
Canada, Spain, Greece and Russia. Prior to our formation, we were an operating
unit of PepsiCo, Inc ("PepsiCo").
The following management's discussion and analysis should be read in
conjunction with our Condensed Consolidated Financial Statements and
accompanying footnotes along with the cautionary statements at the end of this
section.
Constant Territory
We believe that constant territory performance results are the most
appropriate indicators of operating trends and performance, particularly in
light of our stated intention of acquiring additional bottling territories, and
are consistent with industry practice. Constant territory operating results are
achieved by adjusting current year results to exclude current year acquisitions
and adjusting prior year results to include the results of significant prior
year acquisitions as if they had occurred on the first day of the prior fiscal
year. Constant territory results also exclude any unusual impairment and other
charges and credits.
Use of EBITDA
EBITDA, which is computed as operating income plus the sum of depreciation
and amortization, is a key indicator management and the industry use to evaluate
operating performance. It is not, however, required under generally accepted
accounting principles and should not be considered an alternative to
measurements required by GAAP such as net income or cash flows.
Comparability of Results
Asset Lives
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At the beginning of fiscal year 2000, we changed the estimated useful lives
of certain categories of assets to reflect the success of our preventive
maintenance programs in extending the useful lives of these assets. The changes,
which are detailed in Note 6 to the Condensed Consolidated Financial Statements,
lowered total depreciation cost for the quarter by $14 million reducing cost of
sales by $8 million and selling, delivery and administrative expenses by $6
million. We anticipate that this change will reduce full year 2000 depreciation
expense by approximately $58 million.
PBG's Initial Public Offering
- -----------------------------
The 1999 financial information for the period prior to PBG's initial public
offering and our formation has been carved out from the financial statements of
PepsiCo using the historical results of operations and assets and liabilities of
our business. The Condensed Consolidated Financial Statements reflect certain
costs that may not necessarily be indicative of the costs we would have incurred
had we operated as an independent, stand-alone entity from the beginning of
1999. These costs include an allocation of PepsiCo corporate overhead and
interest expense, as follows:
-8-
1999
----
Corporate overhead expense........................ $ 3
Interest expense.................................. $ 16
PepsiCo weighted-average interest rate............ 5.8%
Results of Operations
- ---------------------
Constant
Reported Territory
Change Change
------ ------
EBITDA............................................ 21% 21%
Volume............................................ 0% 0%
Net Revenue per Case.............................. 6% 6%
EBITDA
Reported EBITDA was $181 million in the first quarter of 2000, representing
a 21% increase over the same period of 1999. On a constant territory basis,
EBITDA growth was also 21% reflecting strong pricing in U.S. foodstores, an
increased mix of higher margin cold drink volume and continued growth in our
operations outside North America.
Volume
Our worldwide physical case volume was flat on both a reported and constant
territory basis in the first quarter of 2000. In North America, which includes
the U.S. and Canada, constant territory volume decreased 1% driven by declines
in the take-home segment as we increased wholesale prices in the first quarter
of 2000. This volume decrease was partially offset by increases in our cold
drink segment as we continued to invest in this high-margin segment. Outside
North America, our constant territory volumes increased 9% reflecting continued
improvements in Russia and solid growth in Spain. Russia volumes continued to
rebound from the August 1998 devaluation of the ruble as we have aggressively
reestablished brand Pepsi, introduced our own line of value brand beverage
products (Fiesta) and increased distribution of our water products.
Net Revenues
Net revenues for the quarter were $1,545 million, a 6% increase over the
prior year. On a constant territory basis, worldwide net revenues grew 6% as
well, driven by a 6% increase in net revenue per case. This increase was driven
by strong pricing, particularly in U.S. foodstores, and an increased mix of
higher-revenue cold drink volume.
Cost of Sales
Cost of sales increased $10 million, or 1%, driven by a 1% increase in cost
of sales per case reflecting higher U.S. concentrate costs, which took effect in
February. Current year costs also include an $8 million favorable impact from
the change in our estimated useful lives of manufacturing assets.
-9-
Selling, delivery and administrative expenses
Selling, delivery and administrative expenses grew $50 million, or 9%. This
primarily reflects increased selling and delivery costs resulting from our
continued heavy investment in our North American cold drink infrastructure
driven by additional headcount, delivery routes and depreciation. In addition,
although 1999 expenses included a $6 million one-time cash cost for shell
deposits, these expenses were offset in 2000 in large part by the expense
resulting from our new company matching 401K plan. Current year costs also
include a $6 million favorable impact from the change in our estimated useful
lives of certain selling and delivery assets.
Interest expense, net
Net interest expense decreased by $6 million mainly driven by a $5 million
increase in interest income from the notes receivable from PBG. Lower external
debt outside North America and a decrease in weighted-average interest rates in
the U.S. from 5.8% in the prior year, when we used PepsiCo's average interest
rate until we issued our own debt, to 5.6% in the current year also contributed
to the change.
Minority Interest
PBG has direct minority ownership in one of our subsidiaries. Accordingly,
our Condensed Consolidated Financial Statements reflect PBG's share of
consolidated income and assets and liabilities in the subsidiary as minority
interest.
Provision for Income Taxes
Bottling LLC is a limited liability company, taxable as a partnership for
U.S. tax purposes and, as such, generally pays no U.S. federal or state income
taxes. The federal and state distributable share of income, deductions and
credits of Bottling LLC are allocated to Bottling LLC's owners based on
percentage ownership. However, certain domestic and foreign affiliates pay taxes
in their respective jurisdictions. Such amounts are reflected in our Condensed
Consolidated Statements of Operations.
Liquidity and Capital Resources
- -------------------------------
Cash Flows
Net cash provided by operating activities decreased $36 million to $54
million as strong EBITDA growth was more than offset by unfavorable working
capital cash flows driven by the timing of cash payments on current liabilities,
particularly third-party interest and income taxes, which were $85 million
higher in the first quarter of 2000.
Net cash used by investments decreased by $37 million from $194 million in
the first quarter of 1999 to $157 million over the same period in 2000. This
decrease was driven by acquisition spending, which was $104 million lower in the
first quarter of 2000, partially offset by $68 million of loans to PBG, which
were used by PBG to pay interest, taxes and dividends and for share repurchases.
In addition, capital expenditures increased by $3 million, or 4%, as we continue
to invest heavily in cold drink equipment in the U.S. First quarter 2000 net
placements were made at a rate which should allow us to meet our 2000 target of
over 150,000 net placements.
Net cash (used) provided by financing decreased by $88 million to a use of
$5 million in 2000 reflecting owner contributions of $128 million in 1999, which
were used to fund acquisitions and pay down debt.
-10-
Euro
- ----
On January 1, 1999, eleven member countries of the European Union
established fixed conversion rates between existing currencies and one common
currency, the Euro. Beginning in January 2002, new Euro-denominated bills and
coins will be issued, and existing currencies will be withdrawn from
circulation. Spain is one of the member countries that instituted the Euro and
we have established plans to address the issues raised by the Euro currency
conversion. These issues include, among others, the need to adapt computer and
financial systems, business processes and equipment, such as vending machines,
to accommodate Euro-denominated transactions and the impact of one common
currency on cross-border pricing. Since financial systems and processes
currently accommodate multiple currencies, we do not expect the system and
equipment conversion costs to be material. Due to numerous uncertainties, we
cannot reasonably estimate the long-term effects one common currency may have on
pricing, costs and the resulting impact, if any, on the financial condition or
results of operations.
Cautionary Statements
- ---------------------
Except for the historical information and discussions contained herein,
statements contained in this Form 10-Q may constitute forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on currently available competitive,
financial and economic data and our operating plans. These statements involve a
number of risks, uncertainties and other factors that could cause actual results
to be materially different. Among the events and uncertainties that could
adversely affect future periods are lower-than-expected net pricing resulting
from marketplace competition, material changes from expectations in the cost of
raw materials and ingredients, an inability to achieve the expected timing for
returns on cold drink equipment and employee infrastructure expenditures,
material changes in expected levels of marketing support payments from PepsiCo,
Inc., an inability to meet projections for performance in newly acquired
territories, unexpected costs associated with conversion to the common European
currency and unfavorable interest rate and currency fluctuations.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have no material changes to the disclosures made on this matter in our
1999 Annual Report on Form 10-K.
-11-
Independent Accountants' Review Report
--------------------------------------
Owners of
Bottling Group, LLC
We have reviewed the accompanying Condensed Consolidated Balance Sheet of
Bottling Group, LLC as of March 18, 2000, and the related Condensed Consolidated
Statements of Operations and Cash Flows for the twelve weeks ended March 18,
2000 and March 20, 1999. These Condensed Consolidated Financial Statements are
the responsibility of Bottling Group, LLC's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the Condensed Consolidated Financial Statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the Consolidated Balance Sheets of Bottling Group, LLC as of December
25, 1999, and the related Consolidated Statements of Operations, Cash Flows and
Changes in Owners' Equity for the fifty-two week period then ended not presented
herein; and in our report dated January 25, 2000, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 25, 1999, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
/s/ KPMG LLP
New York, New York
April 5, 2000
-12-
PART II - OTHER INFORMATION AND SIGNATAURES
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits
See Index to Exhibits on page 15.
-13-
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned.
BOTTLING GROUP, LLC
-------------------
(Registrant)
Date: April 21, 2000 Peter A. Bridgman
- ----- -------------- -----------------
Controller and Principal
Accounting Officer
Date: April 21, 2000 John T. Cahill
- ----- -------------- --------------
Principal Financial Officer
and Managing Director
-14-
INDEX TO EXHIBITS
-----------------
ITEM 6 (a)
----------
EXHIBITS
- --------
Exhibit 27.1 Financial Data Schedule 12 weeks ended March 18, 2000
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule Contains Summary Financial Information Extracted from
Bottling Group, LLC Condensed Consolidated Financial Statements for the 12
Weeks Ended March 18, 2000 and is Qualified in its Entirety by Reference to such
Financial Statements.
</LEGEND>
<CIK> 0001087835
<NAME> Bottling Group, LLC
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-2000
<PERIOD-END> MAR-18-2000
<CASH> 81
<SECURITIES> 0
<RECEIVABLES> 882
<ALLOWANCES> 48
<INVENTORY> 298
<CURRENT-ASSETS> 1,313
<PP&E> 4,837
<DEPRECIATION> 2,613
<TOTAL-ASSETS> 7,728
<CURRENT-LIABILITIES> 829
<BONDS> 2,284
0
0
<COMMON> 0
<OTHER-SE> 3,965
<TOTAL-LIABILITY-AND-EQUITY> 7,728
<SALES> 1,545
<TOTAL-REVENUES> 1,545
<CGS> 845
<TOTAL-COSTS> 845
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1
<INTEREST-EXPENSE> 24
<INCOME-PRETAX> 51
<INCOME-TAX> 0
<INCOME-CONTINUING> 51
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 51
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
