<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
------------------
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 1-7836
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SAGE ENERGY COMPANY
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Chapter)
DELAWARE 75-1542170
- -------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
10101 Reunion Place, Suite 800, San Antonio, Texas 78216-4158
- -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code (210) 340-2288
----------------------
Indicate by checkmark 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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1,399 shares of $.01 par value common stock were outstanding at November 19,
1996.
<PAGE> 2
SAGE ENERGY COMPANY
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NUMBER
-----------
<S> <C> <C>
Item 1. Financial Statements
Balance Sheets -
September 30, 1996 (Unaudited)
and June 30, 1996 1-2
Statements of Income and
Retained Earnings - Three Months
ended September 30, 1996
and 1995 (Unaudited) 3
Statements of Cash Flow - Three months
ended September 30, 1996 and 1995
(Unaudited) 4
Notes to Financial Statements 5-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7-11
PART II OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 12
Signatures 13
</TABLE>
<PAGE> 3
SAGE ENERGY COMPANY
10101 Reunion Place, Suite 800
San Antonio, Texas 78216-4158
- --------------------------------------------------------------------------------
QUARTERLY REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
FORM 10-Q
- --------------------------------------------------------------------------------
PART I
FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
<PAGE> 4
SAGE ENERGY COMPANY
Balance Sheets
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------- ----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 10,693 $ 7,966
Accounts receivable:
Trade 3,507 3,561
Oil and gas sales 6,825 6,839
Inventories - well and production
equipment, at cost 1,435 1,333
Prepaid expenses 242 88
---------- ----------
Total current assets 22,702 19,787
---------- ----------
Property, plant and equipment, at cost:
Producing oil and gas properties
(successful efforts method) 121,365 119,550
Undeveloped properties 4,490 4,812
Drilling equipment 5,111 5,096
Other 3,025 3,038
---------- ----------
133,991 132,496
Less accumulated depreciation and
depletion (103,989) (102,355)
---------- ----------
30,002 30,141
---------- ----------
Other assets, at cost, net of accumulated
amortization 238 247
---------- ----------
$ 52,942 $ 50,175
========== ==========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
1
<PAGE> 5
SAGE ENERGY COMPANY
Balance Sheets
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
-------------- ------------
<S> <C> <C>
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable, trade $ 1,428 $ 2,765
Accrued liabilities 6,991 6,331
Federal income taxes payable 1,019 555
State income taxes payable 596 435
-------------- ------------
Total current liabilities 10,034 10,086
Bonds payable 17,698 18,030
Deferred income taxes 4,075 3,823
-------------- ------------
Total liabilities 31,807 31,939
-------------- ------------
Stockholder's equity:
Common stock, $.01 par value; authorized
12,000 shares; issued 1,399 shares - -
Additional paid-in capital 14 14
Retained earnings 21,121 18,222
-------------- ------------
Total stockholder's equity 21,135 18,236
Contingent liabilities
-------------- ------------
$ 52,942 $ 50,175
============== ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
2
<PAGE> 6
SAGE ENERGY COMPANY
Statements of Income and Retained Earnings
(In Thousands, Except per Share and Share Data)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------------------------------
1996 1995
----------------- ----------------
<S> <C> <C>
Revenues:
Oil and gas sales $ 8,383 $ 5,794
Contract drilling 266 369
Interest and other income 2,027 387
----------------- ----------------
Total revenues 10,676 6,550
----------------- ----------------
Costs and expenses:
Oil and gas operations:
Production taxes 369 287
Production costs 1,523 1,886
Nonproductive exploration
and property abandonment costs 928 223
----------------- ----------------
2,820 2,396
Contract drilling direct costs 194 251
Depreciation, depletion and
amortization 1,734 1,740
Geological and geophysical 149 40
General and administrative 904 554
Interest 380 394
----------------- ----------------
Total costs and expenses 6,181 5,375
----------------- ----------------
Income from operations before income taxes 4,495 1,175
Income tax expense:
Federal - current 1,268 265
State - current 94 15
Deferred 252 81
----------------- ----------------
1,614 361
----------------- ----------------
Income before extraordinary item 2,881 814
Extraordinary item - debenture retirement
(net of income taxes of $12) 18 -
----------------- ----------------
Net income 2,899 814
Retained earnings:
Beginning 18,222 13,796
----------------- ----------------
Ending $ 21,121 $ 14,610
================= ================
Income per common share before
extraordinary item $ 2,059 $ 582
Extraordinary item 13 -
----------------- ----------------
Net income per common share $ 2,072 $ 582
================= ================
Weighted average number of shares 1,399 1,399
================= ================
</TABLE>
The accompanying notes are an integral part
of these financial statements.
3
<PAGE> 7
SAGE ENERGY COMPANY
Statements of Cash Flows
(In Thousands)
<TABLE>
<CAPTION>
Three months ended
September 30,
-----------------------------------
1996 1995
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,899 $ 814
Adjustments to reconcile net income to
net cash provided by operating activities:
Extraordinary item before income taxes 30 -
Depreciation, depletion and
amortization 1,734 1,740
Loss (gain) on disposition of assets (1,062) (139)
Deferred income taxes 252 81
Changes in current assets and
liabilities:
Accounts receivable 68 (962)
Federal income tax receivable - 265
Inventories (102) 66
Prepaid expenses (154) 16
Other assets 2 -
Accounts payable (1,337) 449
Accrued liabilities 660 972
Federal income taxes payable 464 -
State income taxes payable 161 15
------------- ------------
Total adjustments 716 2,503
------------- ------------
Net cash provided by
operating activities 3,615 3,317
------------- ------------
Cash flows from investing activities:
Proceeds from sales of assets 2,499 1,463
Capital expenditures (3,055) (2,944)
------------- ------------
Net cash used in investing
activities (556) (1,481)
------------- ------------
Cash flows from financing activities:
Long-term debt retired (332) -
------------- ------------
Net cash used in
financing activities (332) -
------------- ------------
Net increase in cash and cash equivalents 2,727 1,836
Cash and cash equivalents:
Beginning of period 7,966 3,104
------------- ------------
End of period $ 10,693 $ 4,940
============= ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
4
<PAGE> 8
SAGE ENERGY COMPANY
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 1
In the opinion of management of the Company, the accompanying unaudited
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
September 30, 1996, and the results of operations and cash flows for the three
months then ended. The results of operations for the three-month period ended
September 30, 1996 are not necessarily indicative of the results to be expected
for the full fiscal year.
NOTE 2
During March, 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long Lived Assets to Be Disposed Of." Statement 121
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Furthermore, Statement 121 also requires that long-lived assets
and certain identifiable intangibles to be disposed of be reported at the lower
of carrying amount or fair value less cost to sell, except for assets that are
covered by APB Opinion 30. The Company has adopted Statement 121 in the fiscal
year beginning July 1, 1996. However, there is no impact on the Company's
financial position or results of its operations upon adoption.
NOTE 3
The Second Amended and Restated Credit Agreement provides a revolving credit
facility under which the Company may borrow from time to time through June 30,
1997 an amount referenced to the Company's "borrowing base," but not to exceed
$3,000,000. The borrowing base is generally determined by the value of the
company's oil and gas properties. As of September 30, 1996, there was no
outstanding term loan and there were no borrowings outstanding with respect to
the revolving credit facility.
NOTE 4
During the three-month period ended September 30, 1996, the Company announced a
plan to effect a redemption of up to $7,000,000 of its outstanding convertible
subordinated debentures. Such redemption is to be effected at a price equal to
100% of the principal amount of each debenture so redeemed. Subsequent to
September 30, 1996, the Company redeemed $7,000,000 in principal amount of its
outstanding debentures.
NOTE 5
During the three-month period ended September 30, 1995, the Company sold all of
its producing properties in the state of Oklahoma for an aggregate
consideration of $925,000. The sale resulted in a gain of approximately
$489,000 before income taxes. During the three-month period ended September
30, 1996, the Company sold several undeveloped prospects in North Dakota for an
aggregate consideration of $2,024,000. The sale resulted in a gain of
approximately $1,653,000 before income taxes. These gains have been included in
interest and other income in the accompanying statements of income.
5
<PAGE> 9
NOTE 6
The Company is involved in various claims and legal actions arising in the
ordinary course of business. Management believes the ultimate disposition of
these matters will have no material adverse effect on the financial condition
or results of its operations of the Company.
6
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Financial Position
September 30, 1996 and June 30, 1996
The Company's current ratio was 2.26 to 1 at September 30, 1996 as
compared to the June 30, 1996 current ratio of 1.96 to 1. Cash on hand at
September 30, 1996 was $10,693,000 and $7,966,000 at June 30, 1996. Subsequent
to September 30, 1996, the Company used $7,000,000 cash to redeem certain of
its outstanding subordinated debentures (see Liquidity and Capital Resources).
There is presently no outstanding indebtedness under the Company's Restated
Credit Agreement with Texas Commerce Bank ("the Bank") (discussed under
"Liquidity and Capital Resources").
During the quarter ended September 30, 1996, the Company used cash
from operations to, among other things, drill and rework wells and acquire
leases and related properties for drilling and repurchase of debentures of
$332,000 in principal amount. Specifically, the Company spent approximately
$3,055,000 for capital expenditures as described below.
The Company's net fixed assets decreased slightly during the first
quarter of fiscal 1997 primarily as a result of the sale of certain North
Dakota properties and by depletion and depreciation charges of $1,727,000 and
by write-offs of plugged and abandoned properties, non productive properties,
and expired leases of approximately $914,000. This decrease was partially
offset by additions to the Company's producing oil and gas properties which
resulted from drilling and recompletion work, and from acquisitions of leases.
(See discussion under the heading "Liquidity and Capital Resources"). Only one
of the Company's drilling rigs was active during the first quarter of fiscal
1997.
In March, 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
Statement 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Furthermore, Statement 121 also requires
that long-lived assets and certain identifiable intangibles to be disposed of
be reported at the lower of carrying amount or fair value less cost to sell,
except for assets that are covered by APB Opinion 30. The Company adopted
Statement 121 in the fiscal year beginning July 1, 1996. However, there is no
impact on the Company's financial position or the results of its operations upon
adoption.
Results of Operations
Three Months Ended September 30, 1996 and September 30, 1995
The Company's oil and gas revenues were higher in the first quarter of
fiscal 1997 than the prior comparable quarter a year ago primarily as a result
of higher oil and gas prices. As compared to the first quarter of the prior
comparable year, lower oil production had a negative effect on revenue of
approximately $111,000. Higher gas production increased revenues by
approximately $676,000. Average oil and gas prices were significantly higher
than the prior comparable quarter, $21.71 vs. $16.70 per barrel and $2.24 vs.
$1.45 per Mcf, which amounts to an approximate revenue increase of $2,011,000.
Production costs decreased somewhat due to a lower number of vertical wells
operated (resulting from horizontal drilling activity) and lower plugging and
fracturing costs.
Interest and other income increased from the prior comparable quarter a
7
<PAGE> 11
year ago due to the Company's sale of certain North Dakota properties for a
total consideration of approximately $2,024,000 resulting in a gain of
approximately $1,653,000 before tax effect. In the same quarter a year ago,
the Company sold its Oklahoma gas properties. The properties were sold for
$925,000 which generated a gain of $489,000 before tax effect.
Non-production exploration and property abandonments were higher than
the same quarter a year ago due to undeveloped property write-offs and dry hole
costs. General and administrative costs were higher due to the accrual of
one-fourth of the annual total compensation to four of the Company's officers
and directors based on the compensation plan adopted by the Compensation
Committee in December 1995, effective for fiscal 1997.
Interest expense at September 30, 1996 decreased slightly as compared
to the prior comparable quarter due to decreased debt. The Company reacquired
and cancelled $832,000 in principal amount of its outstanding 8 1/2%
Subordinated Debentures due 2005 (the" Debentures") during the period of
September 30, 1995 through September 30, 1996 thus decreasing the aggregate
annual interest expense attributable to the Debentures by $70,720. The Company
may incur additional indebtedness under its revolving line of credit described
below.
The Company will incur ongoing interest expense related to its
outstanding indebtedness presently comprised of its outstanding Debentures.
However, this interest expense will decrease due to the Company's redemption of
$7,0000,000 in principal amount of its outstanding debentures on November
1,1996. Should the Company incur additional bank indebtedness to finance its
exploration, development, and possible property acquisition activities,
interest expense will further increase during the periods in which such
indebtedness is incurred and outstanding.
The Company completed one (1) new producing well as operator in the
first quarter of fiscal 1997 and re- entered, recompleted, reworked or
participated in a number of others. Substantially all of the Company's
revenues and cash derived from operations came from oil and gas sales. The
Company's profitability depends in large part on its ability to find or
purchase and efficiently produce oil and gas reserves. In addition,
profitability is heavily affected by oil and gas prices.
Liquidity and Capital Resources
The Company's long-term debt at September 30, 1996 consisted of its
Debentures which had an aggregate outstanding balance of $17,698,000.
Debentures having an additional $332,000 in principal were reacquired for
$298,800 cash (plus interest and commission) and cancelled in July 1996. The
Company on November 1, 1996 redeemed $7,000,000 in principal amount of its
outstanding debentures. The redemption was carried out in accordance with the
terms of such securities and was effected at a price equal to 100% of the
principal amount of each debenture so redeemed. Following the redemption, the
aggregate principal amount of the outstanding Debentures is $10,698,000. It is
expected that although the redemption will significantly and adversely affect
the Company's liquidity in the short term, the Company's liquidity, over time,
will be enhanced as a result of the elimination of approximately $595,000 in
annual interest payments. In addition, absent further redemptions (or other
acquisition and retirement of Debentures), the Company would be required to
make sinking fund payments in fiscal 2002. The Debentures are convertible into
cash at the rate of $260 per every $1,000 in principal amount of Debentures.
Under the Company's Restated Credit Agreement with Texas Commerce
Bank, as amended, the Company may borrow up to $3,000,000 under the revolving
credit facility until June 30, 1997 (the "Termination Date"). On the
Termination Date (subject to acceleration for certain events), any outstanding
balance under the Restated Credit Agreement is scheduled to be fully paid.
However, such repayment
8
<PAGE> 12
may be accelerated by the Company based upon availability of cash or other
appropriate uses of cash, and other factors in its discretion. As of September
30, 1996, the Company had not drawn funds under the revolving credit facility.
The Company presently has no indebtedness under the Revolving Credit Agreement.
Management of the Company deems it important to acquire additional
properties with longer life reserves at suitable prices, however, the Company
also on a routine basis considers sales of properties and other assets at
appropriate prices. The proceeds from any such sales could be used for a
variety of purposes, including property acquisitions, acquisitions of
outstanding Debentures, and repayment of bank debt, if any. In this regard, in
the first quarter of fiscal 1997 the Company sold acreage in North Dakota for
approximately $2,024,000.
At the present time the Company does not expect its contract drilling
business to be significant. If the Company were to significantly reenter the
contract drilling business, its principal market would likely be the Permian
Basin of West Texas and Southeastern New Mexico. This market is highly
fragmented and extremely competitive.
For some time the Company has aggressively pursued exploration and
development activities (particularly horizontal drilling activities) and
incurred expenditures attendant thereto. At the time such expanded activities
are undertaken, they may result in a short-term negative impact on capital
resources and liquidity even if they are ultimately successful. In part, as a
result of such activities the Company entered into the Restated Credit
Agreement and in the past borrowed funds under the revolving credit facility.
Although the funds have since been repaid, the Company anticipates that
additional funds may be borrowed under the revolving credit facility for
drilling or producing property acquisitions at a later date.
Absent additional acquisitions of producing properties, revenues can
be expected to decline due to a decrease in production resulting from decreased
drilling activities and the natural decline in the Austin Chalk Trend area
where a majority of the Company's horizontal drilling takes place. Wells in
the Austin Chalk Trend area have traditionally exhibited significant initial
production followed by a more rapid decline than other areas. In addition,
reservoir characteristics make extrapolating future production and revenues
from wells in this area difficult. Production costs may also decline as a
result of decreased production. Revenue will also decline in response to
negative changes in oil and gas prices.
The Company intends to continue on a modified basis its exploration
and development activities in the Austin Chalk and in other areas. Such
activity will in large part be based upon availability of capital and economic
prospects and with consideration for continued volatility in oil and gas
prices. The Company will also continue to seek undeveloped leasehold acreage
and to consider various proposals for the acquisition of producing properties
within such parameters. Further, the Company will expend funds to implement
various enhanced recovery techniques within such parameters and continue its
horizontal drilling activities with industry partners and on its own. The
Company has also begun to pursue exploration opportunities which it has
identified through the use of computer technology and 3-D seismic. The Company
anticipates that its increased exploration activities will continue to have a
negative impact on its liquidity. The Company anticipates utilizing internally
generated funds and, if necessary and available, funds under the Restated
Credit Agreement to continue such activities.
The Company will consider the payment of cash dividends (in accordance
with applicable law and the provisions of the Restated Credit Agreement as the
same may be modified or amended from time to time) in the future. The payment
of such dividends will be determined by the Company as general business
conditions, the
9
<PAGE> 13
development of the Company's business, the financial condition of the Company,
and other factors may warrant. Any such payment of dividends would adversely
affect capital resources and liquidity. In December 1995, the Company
determined to pay bonuses to four of its officers and directors aggregating
$520,000. Based on the formula compensation plan for senior executive officers
adopted by the Board of Directors, commencing July 1, 1996, total compensation
(including bonuses) for such senior executive officers was estimated to be
approximately $2,050,000 for fiscal 1997. However, since Mr. Ron Amini
resigned as an executive officer of the Company effective November 15, 1996, it
is expected that the actual compensation paid to the senior executive officers
(including Mr. Ron Amini with respect to the portion of the year for which he
served) will be approximately $1,730,000.
On a routine basis, certain of the Company's officers obtain working
interests in certain of the Company's wells. Generally, the Company will
advance monies as operator on behalf of such persons with respect to their pro
rata share of drilling, equipping, leasehold and operating costs. As of
September 30, 1996, the Company had receivables from such persons in the
aggregate amount of $2,517,000. Although the Company may effectively offset
such amounts against sums due such persons with respect to their working
interests ($1,598,000 at September 30, 1996), such costs, until recouped, can
adversely affect the Company's liquidity.
The Company elected not to make a sinking fund payment in fiscal 1997
(which would ordinarily have been due at least one business day before October
15, 1996) for the purpose of setting aside funds to retire its outstanding
Debentures. The Company is not required to make such payment, which would
ordinarily be a sum in cash sufficient to retire by redemption $1,500,000
principal amount of the Debentures, because it reacquired and cancelled a
sufficient number of Debentures to eliminate the sinking fund payment required
on such date. The Company, if it elects, may presently defer sinking fund
payments until 1998 (prior to the $7,000,000 redemption discussed above).
Liquidity is heavily affected by oil and gas prices. The Company
cannot predict with accuracy the volatility or parameters of future oil or gas
prices. Further, should the value of the Company's assets decrease (as a
result of declines in oil and gas prices or other factors), any future bank
borrowings may be subject to mandatory prepayment.
Although certain of the transactions described herein may have
adversely affected liquidity and capital resources, management of the Company
currently believes that (based on present pricing scenarios) its liquidity and
capital resources are generally adequate. However, as a result of the
exploration and development activities and the possible acquisition of
properties with long-life reserves, it is possible that the Company will
utilize other borrowings under the revolving credit facility to finance its
activities.
The Company maintains an internal compliance program to monitor its
compliance with environmental laws and employs an independent consulting firm
to inspect its wellsites to determine whether the Company has any clean-up
obligations. Aside from a site in California for which the Company has
reserved $200,000, the Company is not aware of any other potential clean-up
obligations which would have a material effect on its financial condition or
results of operations.
10
<PAGE> 14
Inflation
The rate of inflation has had no significant effect on the Company's
operations for some time.
- ------------------------------
11
<PAGE> 15
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27.1 Financial Data Schedule
12
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has only caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Sage Energy Company
-------------------
(Registrant)
Date: November 19, 1996 By: /s/ Jesse Minor
----------------------------------
Jesse Minor
President
Date: November 19, 1996 By: /s/ Stanley A. Paris, Jr.
----------------------------------
Stanley A. Paris, Jr.
Vice President-Finance
Principal Accounting Officer
13
<PAGE> 17
INDEX TO EXHIBITS
Exhibit
Number
27.1 Exhibit 27.1 Financial Data Schedule for Three months Ended
September 30, 1996. (Pursuant to Item 601(c)(iv) of Regulation
S-X, the Financial Data Schedule is not deemed to be "filed" for
purposes of Section 11 of the Securities Act of 1933, as amended,
or Section 18 of the Securities Exchange Act of 1934, as
amended.)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Form
10Q financial statements filed for the period entire September 30, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 10,693
<SECURITIES> 0
<RECEIVABLES> 10,332
<ALLOWANCES> 0
<INVENTORY> 1,435
<CURRENT-ASSETS> 22,702
<PP&E> 133,991
<DEPRECIATION> 103,989
<TOTAL-ASSETS> 52,942
<CURRENT-LIABILITIES> 10,034
<BONDS> 17,698
0
0
<COMMON> 0
<OTHER-SE> 21,135
<TOTAL-LIABILITY-AND-EQUITY> 52,942
<SALES> 8,383
<TOTAL-REVENUES> 10,676
<CGS> 3,626
<TOTAL-COSTS> 3,820
<OTHER-EXPENSES> 1,981
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 380
<INCOME-PRETAX> 4,495
<INCOME-TAX> 1,614
<INCOME-CONTINUING> 2,881
<DISCONTINUED> 0
<EXTRAORDINARY> 18
<CHANGES> 0
<NET-INCOME> 2,899
<EPS-PRIMARY> 2,072
<EPS-DILUTED> 0
</TABLE>
