<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 September 30, 1995
[ ] 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: 0-13171
Cable TV Fund 11-D, Ltd.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-0917842
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
------------------------------------------------------------------------
Address of principal executive office
(303) 792-3111
-----------------------------
Registrant's telephone number
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
----- -----
<PAGE> 2
CABLE TV FUND 11-D, LTD.
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1995 1994
------ ------------- -------------
<S> <C> <C>
INVESTMENT IN CABLE TELEVISION JOINT VENTURE $ 2,643,723 $ 2,499,225
============= =============
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital $ 1,000 $ 1,000
Distributions (8,005,517) (8,005,517)
Accumulated earnings 7,829,052 7,827,607
------------- -------------
(175,465) (176,910)
------------- -------------
Limited Partners-
Net contributed capital (50,000 units outstanding
at September 30, 1995 and December 31, 1994) 21,598,038 21,598,038
Distributions (49,016,548) (49,016,548)
Accumulated earnings 30,237,698 30,094,645
------------- -------------
2,819,188 2,676,135
------------- -------------
Total partners' capital (deficit) $ 2,643,723 $ 2,499,225
============= =============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE> 3
CABLE TV FUND 11-D, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
EQUITY IN NET INCOME
OF CABLE TELEVISION
JOINT VENTURE $77,759 $41,121 $144,498 $131,291
------- ------- -------- --------
NET INCOME $77,759 $41,121 $144,498 $131,291
======= ======= ======== ========
ALLOCATION OF NET INCOME:
General Partner $ 778 $ 411 $ 1,445 $ 1,313
======= ======= ======== ========
Limited Partners $76,981 $40,710 $143,053 $129,978
======= ======= ======== ========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 1.54 $ .81 $ 2.86 $ 2.60
======= ======= ======== ========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 50,000 50,000 50,000 50,000
======= ======= ======== ========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
<PAGE> 4
CABLE TV FUND 11-D, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
-------------------------
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 144,498 $ 131,291
Adjustments to reconcile net income to
net cash used in operating activities:
Equity in net income of cable television
joint venture (144,498) (131,291)
--------- ---------
Net cash used in operating activities - -
--------- ---------
Cash, beginning of period - -
--------- ---------
Cash, end of period $ - $ -
========= =========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
<PAGE> 5
CABLE TV FUND 11-D, LTD.
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) This Form 10-Q is being filed in conformity with the SEC requirements
for unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Balance Sheets and
Statements of Operations and Cash Flows in conformity with generally accepted
accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Cable TV Fund 11-D, Ltd.
(the "Partnership") at September 30, 1995 and December 31, 1994 and its
Statements of Operations for the three and nine month periods ended September
30, 1995 and 1994, and its Statements of Cash Flows for the nine month periods
ended September 30, 1995 and 1994. Results of operations for these periods are
not necessarily indicative of results to be expected for the full year.
(2) Jones Intercable, Inc. (the "General Partner"), a publicly held
Colorado corporation, manages the Partnership and Cable TV Joint Fund 11 (the
"Venture"), in which the Partnership holds an approximate 47 percent interest.
The General Partner receives a fee for its services equal to 5 percent of the
gross revenues of the Venture, excluding revenues from the sale of cable
television systems or franchises. The Partnership owns no properties directly,
and it holds an interest in a cable television system only through its
investment in the Venture. Management fees paid by the Venture and
attributable to the Partnership for the three and nine month periods ended
September 30, 1995 (reflecting the Partnership's approximate 47 percent
interest in the Venture) were $21,796 and $62,927, respectively, compared to
$19,151 and $57,476, respectively, for the similar 1994 periods.
The Venture reimburses the General Partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries
and related benefits paid to corporate personnel, rent, data processing
services and other corporate facilities costs. Such personnel provide
engineering, marketing, administrative, accounting, legal and investor
relations services to the Venture. Allocations of personnel costs are
primarily based on actual time spent by employees of the General Partner with
respect to each partnership managed. Remaining expenses are allocated based on
the pro rata relationship of the Partnership's revenues to the total revenues
of all systems owned or managed by the General Partner and certain of its
subsidiaries. Systems owned by the General Partner and all other systems owned
by partnerships for which Jones Intercable, Inc., is the general partner are
also allocated a proportionate share of these expenses. The General Partner
believes that the methodology used in allocating overhead and administrative
expenses is reasonable. Reimbursements to the General Partner paid by the
Venture and attributable to the Partnership for allocated overhead and
administrative expenses for the three and nine month periods ended September
30, 1995 (reflecting the Partnership's approximate 47 percent interest in the
Venture) were $32,276 and $96,239, respectively, compared to $29,198 and
$92,592, respectively, for the similar 1994 periods.
(3) On September 5, 1995, the Venture entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667. This sales price is the
average of three separate independent appraisals of the fair market value of
the Manitowoc System and it was the only bid tendered in a public bidding
process for the Manitowoc System. The General Partner has assigned its rights
and obligations under the asset purchase agreement to Jones Cable Holdings,
Inc., a Colorado corporation that is a wholly-owned subsidiary of the General
Partner. After its acquisition of the Manitowoc System, Jones Cable Holdings,
Inc. intends to convey the Manitowoc System, together with other cable
television systems that it owns and/or will acquire, to Time Warner
Entertainment Company, L.P. ("Time Warner"), an unaffiliated cable television
system operator, in return for which Time Warner will convey to Jones Cable
Holdings, Inc. the cable television systems serving communities in and around
Savannah, Georgia. The closing of the Manitowoc System sale, however, is not
contingent upon the closing of the Time Warner exchange.
The closing of the sale of the Manitowoc System is subject to a number
of conditions, including the approval of the holders of a majority of the
limited partnership interests in each of the four partnerships that comprise
the Venture in votes to be conducted in early 1996 and the successful renewal
and transfer of the Manitowoc System's franchise. There can be no assurance
that these closing conditions will be satisfied. Closing of this sale is
expected to occur during the first half of 1996. The Venture intends to
distribute approximately $5,457,800 of the sale proceeds to the Partnership,
which the Partnership will in turn distribute to its limited partners, giving
the Partnership's limited partners an approximate return of $218 per $1,000
invested in the Partnership. After the Partnership distributes its portion of
the proceeds from the sale of the Manitowoc System to its partners, the
Partnership will be liquidated and dissolved.
5
<PAGE> 6
Negotiations relating to the renewal and transfer of the City of
Manitowoc franchise are continuing. The term of the current franchise will
expire, unless extended, on November 20, 1995. The General Partner cannot
predict whether or when the renewal of the franchise will be concluded, but the
General Partner is hopeful that renewal will be accomplished by the end of
1995. If the current franchise terminates and is not extended as renewed, the
General Partner, on the Venture's behalf, will avail itself of all remedies and
recourse granted to cable operators under federal and applicable state and
local laws in order to preserve the Venture's right to provide cable services
in the City of Manitowoc.
(4) Financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1995 1994
------ --------------- ---------------
<S> <C> <C>
Cash and accounts receivable $ 3,708,668 $ 2,521,713
Investment in cable television properties 2,553,654 2,724,042
Other assets 1,911,260 1,853,355
--------------- ---------------
Total assets $ 8,173,582 $ 7,099,110
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt $ 12,451 $ 26,385
Payables and accrued liabilities 1,255,122 474,880
Partners' contributed capital 45,000,000 45,000,000
Distributions (118,914,493) (118,914,493)
Accumulated earnings 80,820,502 80,512,338
--------------- ---------------
Total liabilities and partners' capital $ 8,173,582 $ 7,099,110
=============== ===============
</TABLE>
6
<PAGE> 7
UNAUDITED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
--------------------------- -------------------------------
1995 1994 1995 1994
--------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 929,672 $ 816,871 $ 2,684,022 $ 2,451,528
Operating expenses (560,668) (513,846) (1,735,366) (1,496,536)
Management fees and
allocated overhead from
Jones Intercable, Inc. (115,317) (103,112) (339,444) (320,042)
Depreciation and amortization (139,565) (129,611) (418,694) (389,667)
--------- ---------- ----------- -----------
Operating income 114,122 70,302 190,518 245,283
Interest expense (511) (1,186) (9,212) (11,652)
Interest income 52,013 18,408 125,834 53,970
Other, net 209 172 1,024 (7,604)
--------- ---------- ----------- -----------
Net income $ 165,833 $ 87,696 $ 308,164 $ 279,997
========= ========== =========== ===========
</TABLE>
Management fees paid to Jones Intercable, Inc. by the Venture totaled
$46,483 and $134,201 for the three and nine month periods ended September 30,
1995, respectively, and $40,843 and $122,576 for the three and nine month
periods ended September 30, 1994, respectively. Reimbursements for overhead
and administrative expenses paid to Jones Intercable, Inc. by the Venture
totaled $68,834 and $205,243 for the three and nine month periods ended
September 30, 1995, respectively, and $62,269 and $197,466 for the three and
nine month periods ended September 30, 1994, respectively.
7
<PAGE> 8
CABLE TV FUND 11-D, LTD.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Partnership owns an approximate 47 percent interest in Cable TV
Joint Fund 11 (the "Venture"). The investment in this cable television joint
venture is accounted for under the equity method. When compared to the
December 31, 1994 balance, this investment has increased by $144,498, from
$2,499,225 at December 31, 1994 to $2,643,723 at September 30, 1995. This
increase represents the Partnership's proportionate share of net income
generated by the Venture during the first nine months of 1995.
On September 5, 1995, the Venture entered into an asset purchase
agreement pursuant to which it agreed to sell the Manitowoc System to the
General Partner for a sales price of $15,735,667. This sales price is the
average of three separate independent appraisals of the fair market value of
the Manitowoc System and it was the only bid tendered in a public bidding
process for the Manitowoc System. The General Partner has assigned its rights
and obligations under the asset purchase agreement to Jones Cable Holdings,
Inc., a Colorado corporation that is a wholly-owned subsidiary of the General
Partner. After its acquisition of the Manitowoc System, Jones Cable Holdings,
Inc. intends to convey the Manitowoc System, together with other cable
television systems that it owns and/or will acquire, to Time Warner
Entertainment Company, L.P. ("Time Warner"), an unaffiliated cable television
system operator, in return for which Time Warner will convey to Jones Cable
Holdings, Inc. the cable television systems serving communities in and around
Savannah, Georgia. The closing of the Manitowoc System sale, however, is not
contingent upon the closing of the Time Warner exchange.
The closing of the sale of the Manitowoc System is subject to a number
of conditions, including the approval of the holders of a majority of the
limited partnership interests in each of the four partnerships that comprise
the Venture in votes to be conducted in early 1996 and the successful renewal
and transfer of the Manitowoc System's franchise. There can be no assurance
that these closing conditions will be satisfied. Closing of this sale is
expected to occur during the first half of 1996. The Venture intends to
distribute approximately $5,457,800 of the sale proceeds to the Partnership,
which the Partnership will in turn distribute to its limited partners, giving
the Partnership's limited partners an approximate return of $218 per $1,000
invested in the Partnership. After the Partnership distributes its portion of
the proceeds from the sale of the Manitowoc System to its partners, the
Partnership will be liquidated and dissolved.
Negotiations relating to the renewal and transfer of the City of
Manitowoc franchise are continuing. The term of the current franchise will
expire, unless extended, on November 20, 1995. The General Partner cannot
predict whether or when the renewal of the franchise will be concluded, but the
General Partner is hopeful that renewal will be accomplished by the end of
1995. If the current franchise terminates and is not extended as renewed, the
General Partner, on the Venture's behalf, will avail itself of all remedies and
recourse granted to cable operators under federal and applicable state and
local laws in order to preserve the Venture's right to provide cable services
in the City of Manitowoc.
For the nine months ended September 30, 1995, the Venture generated
net cash from operating activities totaling approximately $1,441,600, which is
available to fund capital expenditures and non-operating costs. During the
first nine months of 1995, the Venture expended approximately $221,000 for
capital improvements in the Manitowoc System. These capital improvements were
for various enhancements to maintain the value of the system and were funded
from cash generated from operations. Anticipated capital expenditures for the
remainder of 1995 are approximately $52,000. These expenditures will be for
various enhancements to maintain the value of the system. It is expected that
these capital expenditures will be funded by cash on hand and cash generated
from operations.
The Venture had no bank debt outstanding at September 30, 1995.
The Venture has sufficient liquidity and capital resources, including
cash on hand and its ability to generate cash from operations, to meet its
anticipated needs.
8
<PAGE> 9
Regulatory Matters
The FCC's rate regulations related to the 1992 Cable Act contain
provisions for increasing rates for added channels, external costs and
inflation. The Partnership has been able to adjust rates recently under such
provisions. Such adjustments, together with a reduction in the cost of
implementing the 1992 Cable Act compared to such costs in prior periods, are
expected to cause the Partnership's revenue and cash flow to increase in fiscal
1996.
Currently, there is legislation before Congress which, if enacted,
would significantly change the regulatory environment in which the cable
industry operates. Such legislation may eliminate rate regulation and allow
telephone companies and others much broader entry into the cable television
business and, in turn, may allow cable operators into the telephone and other
telecommunications businesses. While the General Partner is encouraged by
provisions of the legislation, it is too early to assess the impact such
legislation, if enacted, would have on the Partnership.
RESULTS OF OPERATIONS
All of the Partnership's operations are generated through its
approximate 47 percent interest in the Venture. Revenues of the Venture
totaled $929,672 for the three month period ended September 30, 1995 compared
to $816,871 for the comparable 1994 period, an increase of $112,801, or
approximately 14 percent. Revenues of the Venture totaled $2,684,022 for the
nine months ended September 30, 1995 compared to $2,451,528 for the comparable
1994 period, an increase of $232,494, or approximately 9 percent. An increase
in the subscriber base accounted for approximately 47 percent and 79 percent,
respectively, of the increase in revenues for the three and nine month periods
ended September 30, 1995. The number of basic subscribers increased by 802
subscribers, or approximately 8 percent, from 10,300 at September 30, 1994 to
11,102 at September 30, 1995. Premium service subscriptions increased 1,122,
or approximately 18 percent, from 6,218 at September 30, 1994 to 7,340 at
September 30, 1995. Rate adjustments during the second quarter of 1995
resulted in approximately 22 percent and 21 percent, respectively, of the
increase in revenues for the three and nine month periods. No other individual
factor contributed significantly to the increase in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Partnership's cable television systems. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and consumer marketing expenses.
Operating expenses in the Manitowoc System totaled $560,668 for the
three month period ended September 30, 1995 compared to $513,846 for the
comparable 1994 period, an increase of $46,822, or approximately 9 percent.
Operating expenses in the Manitowoc System totaled $1,735,366 for the nine
months ended September 30, 1995 compared to $1,496,536 for the comparable 1994
period, an increase of $238,830, or approximately 16 percent. Operating
expenses represented 60 percent and 65 percent, respectively, of revenues for
the three and nine months periods of 1995 and 63 percent and 61 percent,
respectively, for the comparable 1994 periods. The increases in operating
expenses for the three and nine month periods were due to increases in
programming fees and marketing related costs, which were due, in part, to the
increase in the subscriber base, and increases in property taxes. No other
individual factor significantly affected the increases in operating expenses.
Management fees and allocated overhead from the General Partner
totaled $115,317 for the three month period ended September 30, 1995 compared
to $103,112 for the comparable 1994 period, an increase of $12,205, or
approximately 12 percent. Management fees and allocated overhead from the
General Partner totaled $339,444 for the nine months ended September 30, 1995
compared to $320,042 for the comparable 1994 period, an increase of $19,402, or
approximately 6 percent. The increases for the three and nine month periods
were due to the increase in revenues, upon which such management fees are
based, as well as an increase in expenses allocated from the General Partner.
The General Partner has experienced increases in expenses, a portion of which
is allocated to the Venture.
Depreciation and amortization expense totaled $139,565 for the three
month period ended September 30, 1995 compared to $129,611 for the comparable
1994 period, an increase of $9,954, or approximately 8 percent. Depreciation
and amortization expense totaled $418,694 for the nine months ended September
30, 1995 compared to $389,667 for the comparable 1994 period, an increase of
$29,027, or approximately 7 percent. The increases for the three and nine
month periods were due to capital additions in 1994.
9
<PAGE> 10
Operating income totaled $114,122 for the three month period ended
September 30, 1995 compared to $70,302 for the comparable 1994 period, an
increase of $43,820, or approximately 62 percent. The increase for the three
month period was due to the increase in revenues exceeding the increases in
operating expenses, management fees and allocated overhead from the General
Partner, and depreciation and amortization expense. Operating income totaled
$190,518 for the nine months ended September 30, 1995 compared to $245,283 for
the comparable 1994 period, a decrease of $54,765, or approximately 22 percent.
The decrease for the nine month period was due to the increases in operating
expenses, management fees and allocated overhead from the General Partner and
depreciation and amortization expense exceeding the increase in revenues.
The cable television industry generally measures the performance of a
cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard. Operating income
before depreciation and amortization totaled $253,687 for the three month
period ended September 30, 1995 compared to $199,913 for the comparable 1994
period, an increase of $53,774, or approximately 27 percent. The increase for
the three month period was due to the increase in revenues exceeding the
increases in operating expenses and management fees and allocated overhead from
the General Partner. Operating income before depreciation and amortization
totaled $609,212 for the nine months ended September 30, 1995 compared to
$634,950 for the comparable 1994 period, a decrease of $25,738, or
approximately 4 percent. The decrease for the nine month period was due to the
increases in operating expenses and management fees and allocated overhead from
the General Partner exceeding the increase in revenues.
Interest expense for the Venture totaled $511 for the three month
period ended September 30, 1995 compared to $1,186 for the comparable 1994
period, a decrease of $675, or approximately 57 percent. Interest expense for
the Venture totaled $9,212 for the nine months ended September 30, 1995
compared to $11,652 for the comparable 1994 period, a decrease of $2,440, or
approximately 21 percent. The decreases for the three and nine month periods
were due to lower outstanding balances on capital lease obligations.
Net income of the Venture totaled $165,833 for the three month period
ended September 30, 1995 compared to $87,696 for the comparable 1994 period, an
increase of $78,137, or approximately 89 percent. Net income of the Venture
totaled $308,164 for the nine months ended September 30, 1995 compared to
$279,997 for the comparable 1994 period, an increase of $28,167, or
approximately 10 percent. The increase for the three and nine month periods
was primarily due to the factors discussed above.
10
<PAGE> 11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
1. Report on Form 8-K dated September 5, 1995 reported
that on September 5, 1995, Cable TV Joint Fund 11, a
joint venture among Cable TV Fund 11-A, Ltd., Cable
TV Fund 11-B, Ltd., Cable TV Fund 11-C, Ltd. and
Cable TV Fund 11-D, Ltd., Colorado limited
partnerships, entered into an asset purchase
agreement pursuant to which it agreed to sell the
cable television system serving the City of
Manitowoc, Wisconsin to Jones Intercable, Inc. for a
sales price of $15,735,667.
11
<PAGE> 12
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.
CABLE TV FUND 11-D, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: S/ Kevin P. Coyle
-------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: November 14, 1995
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
- ------ ------------------- ----
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,643,723
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 2,642,723
<TOTAL-LIABILITY-AND-EQUITY> 2,643,723
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (144,498)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 144,498
<INCOME-TAX> 0
<INCOME-CONTINUING> 144,498
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 144,498
<EPS-PRIMARY> 2.86
<EPS-DILUTED> 2.86
</TABLE>
