<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE PERIOD ENDED FEBRUARY 28, 1998
COMMISSION FILE NUMBER: 33-83868
AMERICAN CRYSTAL SUGAR COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 84-0004720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 NORTH THIRD STREET
MOORHEAD, MINNESOTA 56560
(Address of principal executive offices)
TELEPHONE NUMBER (218) 236-4400
(Registrant's telephone number, including area code)
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, 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.
OUTSTANDING AT
CLASS OF COMMON STOCK APRIL 2, 1998
--------------------- ---------------
$10 PAR VALUE 2,695
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<PAGE>
AMERICAN CRYSTAL SUGAR COMPANY
FORM 10-Q
INDEX
PAGE NO.
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS 1
STATEMENTS OF OPERATIONS 3
STATEMENTS OF CASH FLOWS 4
NOTES TO THE FINANCIAL STATEMENTS 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 7
PART II OTHER INFORMATION 9
SIGNATURES 11
<PAGE>
AMERICAN CRYSTAL SUGAR COMPANY
Balance Sheets
(Unaudited)
(Dollars in Thousands)
ASSETS
<TABLE>
<CAPTION>
February 28
------------------------------ August 31,
1998 1997 1997
--------------- ------------- --------------
*
<S> <C> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 52 $ 65 $ 11,551
Accounts Receivable:
Trade 52,794 54,440 60,940
Members 64 (14) 2,857
Other 2,929 4,213 5,618
Advances to Related Parties 20,922 17,110 15,064
Inventories (Note 2) 379,576 370,687 140,057
Prepaid Expenses 3,113 2,261 2,892
--------------- ------------- --------------
Total Current Assets 459,450 448,762 238,979
--------------- ------------- --------------
Property and Equipment:
Land 13,395 12,059 13,101
Buildings and Equipment 640,533 583,568 635,671
Construction-in-Progress 64,759 52,890 43,938
Less: Accumulated Depreciation (429,429) (409,166) (413,211)
--------------- ------------- --------------
Net Property and Equipment 289,258 239,351 279,499
--------------- ------------- --------------
Other Assets:
Investments in Banks for Cooperatives 14,524 15,796 14,568
Investments in Marketing Cooperatives 2,481 17,524 1,650
Investment in ProGold LLC 34,156 52,085 43,007
Other Assets 5,952 3,134 3,801
--------------- ------------- --------------
Total Other Assets 57,113 88,539 63,026
--------------- ------------- --------------
Total Assets $ 805,821 $ 776,652 $ 581,504
--------------- ------------- --------------
--------------- ------------- --------------
</TABLE>
* Derived from audited financial statements.
The Accompanying Notes are an Integral Part of These Financial Statements.
1
<PAGE>
AMERICAN CRYSTAL SUGAR COMPANY
Balance Sheets
(Unaudited)
(Dollars in Thousands)
LIABILITIES AND MEMBERS' INVESTMENTS
<TABLE>
<CAPTION>
February 28
----------------------------- August 31,
1998 1997 1997
------------- -------------- -------------
*
<S> <C> <C> <C>
Current Liabilities:
Short-Term Debt $ 162,000 $ 171,600 $ 67,960
Current Maturities of Long-Term Debt 18,800 14,300 17,800
Accounts Payable:
Trade 12,732 9,875 21,538
Other 4,124 13,658 4,359
Accrued Continuing Costs (Note 3) 25,354 45,667 -
Other Current Liabilities 16,968 16,200 15,515
Amounts Due Members 157,187 156,292 66,155
------------- -------------- -------------
Total Current Liabilities 397,165 427,592 193,327
Long-Term Debt, Excluding Current
Maturities 168,000 154,133 186,800
Deferred Income Taxes 1,540 0 1,540
Other Liabilities 25,313 22,991 23,909
------------- -------------- -------------
Total Liabilities 592,018 604,716 405,576
------------- -------------- -------------
Members' Investments (Note 4):
Preferred Stock 38,263 33,542 33,542
Common Stock 27 25 26
Additional Paid-in Capital 111,959 63,752 64,596
Unit Retains 97,462 89,148 105,450
Pension Liability Adjustment (4,131) (4,519) (4,131)
Retained Earnings (29,777) (10,012) (23,555)
------------- -------------- -------------
Total Members' Investments 213,803 171,936 175,928
------------- -------------- -------------
Total Liabilities and Members'
Investments $ 805,821 $ 776,652 $ 581,504
------------- -------------- -------------
------------- -------------- -------------
</TABLE>
* Derived from audited financial statements.
The Accompanying Notes are an Integral Part of These Financial Statements.
2
<PAGE>
AMERICAN CRYSTAL SUGAR COMPANY
Statement of Operations
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
For the Six Months Ended For the Three Months Ended
February 28 February 28
---------------------------- -----------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Revenue $ 333,562 $ 300,465 $ 154,393 $ 150,447
Cost of Product Sold (14,463) (82,122) (29,113) (53,593)
------------- ------------- ------------- -------------
Gross Proceeds 348,025 382,587 183,506 204,040
Selling, General & Administrative
Expenses 71,264 65,164 31,680 34,328
Accrued Continuing Costs (Note 3) 25,354 45,667 9,633 19,924
------------- ------------- ------------- -------------
Operating Proceeds 251,407 271,756 142,193 149,788
------------- ------------- ------------- -------------
Other Income (Expenses)
Interest Income 337 1,213 (49) 516
Interest Expense (6,995) (7,632) (4,004) (4,722)
Other Income (Loss) 483 (3,330) 428 (3,656)
Other Expenses (5,472) 2,268 66 2,615
------------- ------------- ------------- -------------
Other Income (Expense) (11,647) (7,481) (3,559) (5,247)
------------- ------------- ------------- -------------
Proceeds before Income Taxes 239,760 264,275 138,634 144,541
Income Taxes Provision/(Benefit) 0 0 0 0
------------- ------------- ------------- -------------
Net Proceeds Resulting from
Member and Non-Member Business $ 239,760 $ 264,275 $ 138,634 $ 144,541
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Distribution of Net Proceeds:
Credited/(Charged) to Member's
Investments:
Non-Member Business Income/(Loss) $ (6,222) $ (4,531) $ (370) $ (3,823)
Unit Retains Declared to Members - - - -
------------- ------------- ------------- -------------
Net Credit/(Charge) to Members'
Investments (6,222) (4,531) (370) (3,823)
Payments to/due Members for
Sugarbeets, Net of Unit Retains
Declared 245,982 268,806 139,004 148,364
------------- ------------- ------------- -------------
Total $ 239,760 $ 264,275 $ 138,634 $ 144,541
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>
The Accompanying Notes are an Integral Part of These Financial Statements.
3
<PAGE>
AMERICAN CRYSTAL SUGAR COMPANY
Statements of Cash Flows
(Unaudited)
(Dollars In Thousands)
<TABLE>
<CAPTION>
For the Six Months Ended
February 28
----------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
Cash Used for Operations:
Net Proceeds Resulting from Member and Non-
Member Business $ 239,760 $ 264,275
Payments to/due Members for Sugarbeets,
Including Unit Retains (245,982) (268,806)
Add/(Deduct) Noncash Items:
Depreciation and Amortization 16,256 17,529
Loss on Investment Activities 5,134 3,848
Deferred Income Taxes 0 0
(Gain)/loss on the Disposition of Property
and Equipment (280) (92)
Noncash Portion of Patronage Dividend from
Banks for Cooperatives 0 (620)
Deferred Gain Recognition (104) (107)
Changes in Certain Elements of Working Capital
Accounts Receivable:
Trade 8,146 (3,525)
Members 2,793 3,859
Other 2,689 (2,814)
Inventories (239,519) (298,010)
Prepaid Expenses (221) 828
Advances to Related Parties (5,857) (6,802)
Accounts Payable:
Trade (9,260) (7,186)
Other 220 6,169
Other Current Liabilities 26,807 46,735
Amount Due Growers 91,032 109,174
--------------- ---------------
Net Cash Used In Operations (108,386) (135,545)
--------------- ---------------
Cash Used In Investing Activities:
Purchases of Property and Equipment (25,977) (22,914)
Proceeds from the Sale of Property and Equipment 280 92
Investment in Banks for Cooperatives 44 0
Investment in Marketing Cooperatives (727) (1,950)
Investment in ProGold LLC 3,718 (4,603)
Changes in Other Assets (2,191) 27
--------------- ---------------
Net Cash Used In Investing Activities (24,853) (29,348)
--------------- ---------------
Cash Provided by Financing Activities:
Net Proceeds (Payments) on Short-Term Debt 94,040 157,957
Proceeds from Long-Term Debt 0 18,000
Long-Term Debt Repayment (17,800) (40,491)
Changes in Other Long-Term Liabilities 1,404 1,353
Changes in Preferred Stock 4,721 1,663
Changes in Common Stock 1 1
Changes in Additional Paid-In Capital 47,362 30,711
Payment of Unit Retains (7,988) (8,043)
--------------- ---------------
Net Cash Provided by Financing Activities 121,740 161,151
--------------- ---------------
Decrease in Cash and Cash Equivalents (11,499) (3,742)
Cash and Cash Equivalents Beginning of Period 11,551 3,807
--------------- ---------------
Cash and Cash Equivalents End of Period $ 52 $ 65
--------------- ---------------
--------------- ---------------
</TABLE>
The Accompanying Notes are an Integral Part of These Financial Statements.
4
<PAGE>
AMERICAN CRYSTAL SUGAR COMPANY
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998 AND FEBRUARY 28, 1997
NOTE 1: BASIS OF PRESENTATION
The unaudited financial statements contained herein have been prepared pursuant
to the rules and regulations of the Security and Exchange Commission.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles. However, in the opinion of
management, all adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation have been included.
The operating results for the six month period ended February 28, 1998 are not
necessarily indicative of the results that may be expected for the year ended
August 31, 1998.
The amount paid to growers for sugarbeets (beet payment) depends on the future
selling prices of sugar and by-products as well as processing and other costs to
be incurred during the remainder of the fiscal year. For the purposes of this
report, the amount of the beet payment, future revenues and costs have been
estimated. Therefore, adjustments with respect to these estimates may be
necessary in the future as additional information becomes available.
These financial statements should be read in conjunction with the financial
statements and notes included in the company's annual report for the year ended
August 31, 1997.
NOTE 2: INVENTORIES
The major components of inventories are as follows (In Thousands):
<TABLE>
<CAPTION>
2/28/98 2/28/97 8/31/97
----------- ----------- -----------
<S> <C> <C> <C>
Refined Sugar, Pulp, Molasses,
CSB and Beet Seed $241,625 $250,180 $ 115,026
Corn - - 3,758
Unprocessed Sugarbeets 117,766 96,991 -
Maintenance Parts & Supplies 20,185 23,516 21,273
----------- ----------- -----------
Total Inventories $379,576 $370,687 $ 140,057
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
Sugar, pulp, molasses and CSB inventories are valued at estimated net realizable
value. Unprocessed sugarbeets are valued at the estimated net beet payment plus
estimated unit retains to be withheld. Maintenance parts & supplies and beet
seed inventories are valued the lower of average cost or market.
5
<PAGE>
NOTE 3: ACCRUED CONTINUING COSTS
For interim reporting, the Net Proceeds from Member Business is determined based
on the forecasted beet payment and the percentage of the tons of sugarbeets
processed to the total estimated tons of sugarbeets to process for a given crop
year. Accrued continuing costs represents the difference between the Net
Proceeds from Member Business as determined above and actual member business
crop year revenues realized and expenses incurred through the end of the
reporting period. Accrued continuing costs are reflected in the Financial
Statements as a cost on the Statements of Operations and as a current liability
on the Balance Sheets.
NOTE 4: MEMBERS' INVESTMENTS
<TABLE>
<CAPTION>
Shares Shares Issued
Par Value Authorized & Outstanding
--------- ---------- -------------
<S> <C> <C> <C>
Preferred Stock:
April 2, 1998 $76.77 600,000 498,415
February 28, 1998 $76.77 600,000 498,415
August 31, 1997 $76.77 600,000 436,915
February 28, 1997 $76.77 600,000 436,915
Common Stock:
April 2, 1998 $10.00 4,000 2,695
February 28, 1998 $10.00 4,000 2,655
August 31, 1997 $10.00 4,000 2,585
February 28, 1997 $10.00 4,000 2,496
</TABLE>
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FOR THE SIX MONTHS ENDED FEBRUARY 28, 1998 AND FEBRUARY 28, 1997
RESULTS OF OPERATIONS
COMPARISON OF THE SIX MONTHS ENDED FEBRUARY 28, 1998 AND FEBRUARY 28, 1997
Revenue for the six months ended February 28, 1998, was $333.6 million, an
increase of $33.1 million from 1997. Revenue from total sugar sales increased
12.4 percent reflecting a 14.5 percent increase in hundredweights sold partially
offset by a 1.8 percent decrease in the average selling price per hundredweight.
Revenue from pulp sales increased 1.6 percent due to a 19 percent increase in
the volume of pulp sold partially offset by a 14.6 percent decrease in the
average selling price per ton. Revenue from molasses sales decreased 3.8
percent due to a 13.8 percent decrease in the average selling price per ton
partially offset by an 11.5 percent increase in the volume of molasses sold.
Revenue from the sales of Concentrated Separated By-Product (CSB), a by-product
of the molasses desugarization process, increased 7.6 percent due to an 11.3
percent increase in the volume of CSB sold partially offset by a 3.4 percent
decrease in the average selling price per ton.
Cost of product sold, exclusive of payments for sugarbeets, increased $67.6
million. Direct processing costs for sugar and pulp increased 6.7 percent
primarily due to the harvesting and processing of a larger crop. Fixed and
committed expenses remained practically the same. Changes in product inventory
levels between 1998 and 1997, impacted the cost of product sold unfavorably by
$81.7 million. The cost associated with sugar purchased to meet customer needs
was down $6.2 million due to the supply of our inventory.
Marketing expenses increased $6.1 million due primarily to the increases in the
volume of products sold. General and Administrative expenses remained
approximately the same amount.
The decrease in accrued continuing costs was due primarily to changes in sugar
sales and production, and differences in the timing of incurring processing
costs.
Interest expense decreased slightly due to a lower interest rate on short and
long-term debt this year.
Non-member activities resulted in a loss of $6.2 million for the six months
ended February 28, 1998 as compared to the loss of $4.5 million for the same
period last year. This increase was primarily due to lower profits from the
sale of beet seed and losses incurred by ProGold LLC.
Net payments to/due members for sugarbeets decreased by $22.8 million from
$268.8 million for the first six months in 1997, to $246 million for the first
six months in 1998. This decrease is due to a lower projected per ton beet
payment this year partially offset by more tons harvested.
7
<PAGE>
COMPARISON OF THE THREE MONTHS ENDED FEBRUARY 28, 1998 AND FEBRUARY 28, 1997
Revenue for the three months ended February 28, 1998, was $154.4 million, an
increase of $3.9 million from 1997. Revenue from total sugar sales increased
5.7 percent reflecting a 9.3 percent increase in hundredweights sold partially
offset by a 3.3 percent decrease in the average selling price per hundredweight.
Revenue from pulp sales decreased 25.6 percent due to a 2.0 percent decrease in
the volume of pulp sold and a 24.1 percent decrease in the average selling price
per ton. Revenue from molasses sales decreased 2.3 percent due to a 15 percent
decrease in the average selling price per ton, partially offset by a 14.9
percent increase in the volume of molasses sold. Revenue from the sales of
Concentrated Separated By-Product (CSB), a by-product of the molasses
desugarization process, decreased 14.7 percent due to a 27.7 percent decrease in
average selling price per ton partially offset by an 18.2 percent increase in
sales volume.
Cost of product sold, exclusive of payments for sugarbeets, increased $24.5
million. Direct processing costs for sugar and pulp increased 13.2 percent
primarily due to more tons sliced for this period. Fixed and committed expenses
increased 10.5 percent this year due to higher beet storage costs and increased
depreciation. Changes in product inventory levels between 1998 and 1997,
impacted the cost of product sold unfavorably by $20.6 million. The cost
associated with sugar purchased to meet customer needs was down $8.1 million due
to the supply of our inventory.
Marketing expenses increased $2.1 million due to various cost increases this
quarter. General and Administrative expenses remained approximately the same
amount.
The decrease in accrued continuing costs was due primarily to changes in sugar
sales and production, differences in the timing of incurring processing costs.
Interest expense decreased slightly due to lower interest rates for short and
long-term debt this year.
Non-member activities resulted in a loss of $.4 million for the three months
ended February 28, 1998 as compared to the loss of $3.8 million for the same
period last year. This decrease was primarily due to lower losses incurred by
ProGold LLC this quarter because of leasing the assets to another company.
Net payments to/due members for sugarbeets decreased by $9.4 million from $148.4
million for the second quarter of 1997, to $139 million for the same period in
1997. This decrease was due to a lower projected per ton beet payment this year
partially offset by more tons harvested.
LIQUIDITY AND CAPITAL RESOURCES
Because American Crystal operates as a cooperative, payments for member
delivered sugarbeets, the principal raw material used in producing the sugar and
agri-products it sells, are subordinated to all member business expenses. In
addition, actual cash payments to members are spread over a period of
approximately one year following delivery of their sugarbeet crops to American
Crystal and are net of unit retains allocated to them. Unit retains remain
available to meet American Crystal's capital requirements. This member financing
arrangement may result in an additional source of liquidity and reduced outside
financing requirements in comparison to a similar business operated on a
non-cooperative basis.
8
<PAGE>
However, because sugar is sold throughout the year (while sugarbeets are
processed primarily in the fall and winter) and because substantial amounts of
equipment are required for its operations, American Crystal has utilized
substantial outside financing on both a seasonal and long-term basis to fund
such operations. The majority of such financing has been provided by the St.
Paul Bank for Cooperatives ("Bank"). American Crystal has a short-term line of
credit with the Bank in 1998 of $280 million.
The various loan agreements between the Bank and American Crystal obligate
American Crystal to maintain or achieve certain amounts of working capital and
certain financial ratios and impose restrictions on American Crystal. As of
February 28, 1998, American Crystal was in compliance with its loan agreements.
The cash used in operations of $108.4 million and investing activities of $24.9
million were funded through the cash provided by financing activities and a
reduction of cash. The net cash provided by financing activities was primarily
comprised of the net proceeds from short-term debt of $94 million, and proceeds
from the stock sale of $52.1 million, partially offset by the payment of the
unit retains of $8 million. Working capital has increased $16.6 million from
$45.7 million at the beginning of the year to $62.3 million as of February 28,
1998 primarily due to increased inventories partially offset by higher short
term debt and higher amounts due growers.
Capital expenditures for the six months ended February 28, 1998 were $26
million. These capital expenditures are a continuation of American Crystal's
strategy of expanding capacity and improving operating efficiencies.
American Crystal anticipates that the funds necessary for the Bank's working
capital requirements and future capital expenditures will be derived from
depreciation, unit retains and long-term borrowing.
The growth in the market for refined sugar in the late 1980's and the mid 1990's
is a reversal of trends in the 1970's and early 1980's which resulted in a
reduced market for refined sugar. During the 1970's and early 1980's, high
fructose corn syrup was increasingly used as a replacement for refined sugar in
certain food products. (The prime example of this trend was the use of high
fructose corn syrup in beverages such as soft drinks.) In addition,
non-nutritive sweeteners such as aspartame were developed and used in food
products. While high fructose corn syrup and non-nutritive sweeteners
constitute a large portion of the overall sweetener market, the Company believes
that the recent trend of increased use of refined sugar results from population
growth and, more importantly, increased acceptance of the use of sugar as a
desirable natural ingredient in a normal diet.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
American Crystal is subject to various lawsuits and claims which arise in the
ordinary course of its business. While the results of such litigation and
claims cannot be predicted with certainty, management believes the disposition
of all such proceedings, individually or in the aggregate, should not have a
material adverse effect on the Company's financial position, results of
operations or cash flows. Management is not aware of any threat or claims which
could result in the commencement of legal proceedings.
9
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Hillsboro Factory District Meeting on November 10, 1997, an election of a
Board of Director was held. Francis Kritzberger who sought re-election received
98 of the 98 votes cast. His three year term expires in December, 2000.
At the Drayton Factory District Meeting on November 11, 1997, an election of a
Board of Director was held. Wayne Langen who sought re-election received 235 of
the 235 votes cast. His three year term expires in December, 2000.
At the East Grand Forks Factory District Meeting on November 11, 1997, an
election of a Board of Director was held. Aime Dufault who sought re-election
received 137 of the 137 votes cast. His three year term expires in December,
2000.
At the Crookston Factory District Meeting on November 12, 1997, an election of a
Board of Director was held. Lonn Kiel who sought re-election received 153 of
the 153 votes cast. His three year term expires in December, 2000.
At the Moorhead Factory District Meeting on November 14, 1997, an election of a
Board of Director was held. Jay Nord received 96 votes and Richard Borgen
received 104 of the 200 votes cast. Richard Borgen's three year term expires in
December, 2000. Mr. Borgen replaces Paul Borgen who was unable to stand for
re-election due to the provisions of the Company By-Laws which prohibit a person
from serving more than four (4) consecutive terms as a Director.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the six months ended
February 28, 1998.
10
<PAGE>
SIGNATURES
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 THEREUNTO DULY AUTHORIZED.
AMERICAN CRYSTAL SUGAR COMPANY
------------------------------
(REGISTRANT)
DATE: APRIL 2, 1998 /s/ SAMUEL S.M. WAI
---------------------------- -------------------------------
SAMUEL S.M. WAI
CORPORATE CONTROLLER
DULY AUTHORIZED OFFICER AND
PRINCIPAL FINANCIAL OFFICER
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> FEB-28-1998
<CASH> 52
<SECURITIES> 0
<RECEIVABLES> 76,709
<ALLOWANCES> 0
<INVENTORY> 379,576
<CURRENT-ASSETS> 459,450
<PP&E> 718,687
<DEPRECIATION> 429,429
<TOTAL-ASSETS> 805,821
<CURRENT-LIABILITIES> 397,165
<BONDS> 168,000
0
38,263
<COMMON> 27
<OTHER-SE> 175,513
<TOTAL-LIABILITY-AND-EQUITY> 805,821
<SALES> 333,562
<TOTAL-REVENUES> 333,562
<CGS> (14,463)
<TOTAL-COSTS> 203,039
<OTHER-EXPENSES> 4,652
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,995
<INCOME-PRETAX> 239,760
<INCOME-TAX> 0
<INCOME-CONTINUING> 239,760
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 239,760
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
