<PAGE>
UNITED STATES
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, 1998
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: 0-16861
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
- - ---------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 94-3028296
- - ---------------------------------------------------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
1341 West Robinhood, B-9, Stockton, CA 95207
- - ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (209) 478-0140
N/A
- - ---------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report
Indicate by check CK 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 such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days. Yes _CK_ No__
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
Part I. Financial Information
Item 1: Balance Sheets - September 30, 1998 and
December 31, 1997 . . . . . . . . . . . . . . . . . 3
Statements of operations for the nine months ended
September 30, 1998 and 1997 . . . . . . . . . . . 4
Statements of operations for the three months ended
September 30, 1998 and 1997 . . . . . . . . . . . . 5
Statement of changes in partners' equity (deficit)
for the nine months ended September 30, 1998 . . . 6
Statements of cash flows for the nine months
ended September 30, 1998 and 1997 . . . . . . . . . 7
Notes to Financial Statements . . . . . . . . . . . 8
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . 11
Part II. Other Information . . . . . . . . . . . . . . . . . 12
</TABLE>
2
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<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
---------- ----------
<S> <C> <C>
ASSETS
Property, net $66,052,662 $68,176,821
Cash and cash equivalents 6,371,104 5,323,329
Accounts receivable, affiliate 163,476 163,476
Other assets 251,099 230,760
---------- ----------
$72,838,341 $73,894,386
---------- ----------
---------- ----------
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Mortgage loans payable $57,169,562 $57,927,235
Accounts payable 532,883 449,811
Accounts payable, affiliate 204,999 203,626
Accrued distributions 412,373 412,373
Accrued interest 401,342 409,443
Accrued property taxes 757,189 453,016
Unearned rent and tenant deposits 519,019 520,212
---------- ----------
59,997,367 60,375,716
---------- ----------
Partners' equity (deficit):
Limited partners' equity (64,660 units
authorized and outstanding) 7,001,048 7,665,188
Special limited partners' equity (7,749.5
units authorized and outstanding) 6,862,188 6,862,188
General partners' deficit (1,022,262) (1,008,706)
---------- ----------
12,840,974 13,518,670
---------- ----------
$72,838,341 $73,894,386
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
3
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<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the nine months ended September 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Revenues:
Rental $12,247,662 $11,622,422
Land/Lease rentals from affiliates 495,000 495,000
Interest 167,013 139,280
---------- ----------
12,909,675 12,256,702
---------- ----------
Expenses:
Property operating expenses 4,463,798 4,767,106
Property taxes 938,501 914,517
Property management fees to affiliates 366,584 347,672
General and administrative expense 96,151 92,795
Proxy solicitation costs 278,553 -0-
Interest expense 3,592,600 3,620,760
Management fees to affiliates 489,906 464,896
Depreciation 2,124,159 2,124,159
---------- ----------
12,350,252 12,331,905
---------- ----------
Net income (loss) $ 559,423 $ (75,203)
---------- ----------
---------- ----------
Net income (loss) allocated to General Partners $ 11,188 $ (1,504)
---------- ----------
---------- ----------
Net income (loss) allocated to Limited Partners $ 548,235 $ (73,699)
---------- ----------
---------- ----------
Net income (loss) allocated to Special
Limited Partners $ -0- $ -0-
---------- ----------
---------- ----------
Net income (loss) per unit of limited
partnership interest $ 8.48 $ (1.14)
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
4
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
STATEMENTS OF OPERATIONS
For the three months ended September 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Revenues:
Rental $ 4,114,233 $ 3,901,743
Land/Lease rentals from affiliates 165,000 165,000
Interest 61,083 50,843
---------- ----------
4,340,316 4,117,586
---------- ----------
Expenses:
Property operating expenses 1,514,260 1,815,343
Property taxes 306,064 276,473
Property management fees to affiliates 123,257 116,559
General and administrative expense 8,076 10,819
Proxy solicitation costs 10,928 -0-
Interest expense 1,191,635 1,212,847
Management fees to affiliates 164,567 156,068
Depreciation 708,053 708,053
---------- ----------
4,026,840 4,296,162
---------- ----------
Net income (loss) $ 313,476 $ (178,576)
---------- ----------
---------- ----------
Net income (loss) allocated to General Partners $ 6,270 $ (3,572)
---------- ----------
---------- ----------
Net income (loss) allocated to Limited Partners $ 307,206 $ (175,004)
---------- ----------
---------- ----------
Net income (loss) allocated to Special
Limited Partners $ -0- $ -0-
---------- ----------
---------- ----------
Net income (loss) per unit of limited
partnership interest $ 4.75 $ (2.71)
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
5
<PAGE>
<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT)
For the nine months ended September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Special
Limited Limited General
Total Partners Partners Partners
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Partners' equity
(deficit)-
December 31, 1997 $13,518,670 $ 7,665,188 $ 6,862,188 $(1,008,706)
Net income 559,423 548,235 -0- 11,188
Distributions (1,237,119) (1,212,375) -0- (24,744)
---------- ---------- ---------- ----------
Partners' equity
(deficit)-
September 30, 1998 $12,840,974 $ 7,001,048 $ 6,862,188 $(1,022,262)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See notes to financial statements.
6
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<PAGE>
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1998 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 559,423 $ (75,203)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 2,124,159 2,124,159
Change in other assets (20,339) 35,257
Change in accounts payable, affiliate 1,373 11,350
Change in accrued liabilities 379,144 188,074
Change in unearned rent and tenant deposits (1,193) 28,341
---------- ----------
Total adjustments 2,483,144 2,387,181
---------- ----------
Net cash provided by operating activities 3,042,567 2,311,978
---------- ----------
Cash flows from financing activities:
Mortgage loan principal amortization (757,673) (722,605)
Distributions to partners (1,237,119) (1,237,119)
---------- ----------
Net cash used in financing activities (1,994,792) (1,959,724)
---------- ----------
Net increase in cash and cash equivalents 1,047,775 352,254
Cash and cash equivalents, beginning of period 5,323,329 4,997,867
---------- ----------
Cash and cash equivalents, end of period $ 6,371,104 $ 5,350,121
---------- ----------
---------- ----------
</TABLE>
See notes to financial statements.
7
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<PAGE>
PRUDENTIAL-BACHE/A. G. SPANOS GENESIS INCOME PARTNERS L.P., I
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS(Unaudited)
NOTE A - FINANCIAL STATEMENT PREPARATION
The September 30, 1998 financial statements have been prepared without
audit. In the opinion of management, the financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the Partnership's financial position, results of operations and cash
flows. The operating results for the nine months ended September 30, 1998
may not necessarily be indicative of the results expected for the full
year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. These financial statements must
be read in conjunction with the financial statements and notes thereto
included in the Partnership's annual report for the year ended December 31,
1997.
NOTE B - PROPERTY
Property is comprised of the following:
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
---------------------------------------
<S> <C> <C>
Apartment buildings $ 77,245,362 $ 77,245,362
Equipment 4,937,209 4,937,209
Land 17,147,732 17,147,732
Land held for lease 2,479,098 2,479,098
----------- -----------
101,809,401 101,809,401
Less: Accumulated depreciation (35,756,739) (33,632,580)
----------- -----------
$ 66,052,662 $ 68,176,821
----------- -----------
----------- -----------
</TABLE>
8
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NOTE C - RELATED PARTY TRANSACTIONS
Set forth below are the fees and other amounts relating to transactions
between the Partnership and the General Partners and their affiliates for
the nine months ended September 30, 1998 and 1997.
<TABLE>
<CAPTION>
1998 1997
-----------------------
<S> <C> <C>
Expensed to the General Partners:
Supervisory management fee $244,953 $232,488
Special distribution 201,253 188,748
Administrative expense reimbursements 43,700 43,700
------- -------
$489,906 $464,896
------- -------
------- -------
Expensed to A.G. Spanos Management, Inc.:
Property management fees $366,584 $347,672
------- -------
------- -------
Accrued to the Partnership:
Ground rent on Land/Leases $495,000 $495,000
------- -------
------- -------
</TABLE>
Accruals of $164,568 and $161,414 for the supervisory management fee,
special distribution and administrative expense reimbursements and $40,431
and $42,212 for property management fees were outstanding at September 30,
1998 and December 31, 1997, respectively. Ground rent of $163,476 was
receivable from affiliates of the Spanos General Partner at September 30,
1998 and December 31, 1997. General Partners' capital account deficit for
financial accounting purposes exceeds the amount the General Partners would
be obligated to restore if the Partnership were to dissolve.
On May 15, 1998, the Spanos General Partner initiated a consent
solicitation for the Unitholders to consider a proposal to sell the
Properties at a public auction and then distribute the sale proceeds in
liquidation of the Partnership. The proposed auction and liquidation are
part of an overall settlement of the Multidistrict Litigation described in
Note D. The settlement includes a provision whereby an affiliate of the
Spanos General Partner will open the auction with a bid of $20,560,000 in
excess of the outstanding mortgage debt. The settlement also provided for
the Spanos General Partner to pay the costs of the consent solicitation
subject to reimbursement by the Partnership if a majority in interest of
the Unitholders approved the proposal. As of July 1, 1998, the Partnership
had received consent from the requisite number of Unitholders. On July 20,
1998, the Partnership reimbursed the Spanos General Partner for $172,667 of
solicitation costs.
Prudential Securities Incorporated ("PSI"), an affiliate of the Bache
General Partner, owned 1,920 Units at September 30, 1998.
9
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NOTE D - CONTINGENCIES
On May 12, 1997, the Spanos General Partner and certain of its affiliates
entered into a Stipulation of Settlement with legal counsel representing
the plaintiff class in a number of actions pending before a single judge of
the United States District Court for the Southern District of New York.
The settlement contemplated, among other things, the sale of all of the
Partnership Properties at public auction and the subsequent liquidation and
dissolution of the Partnership. The settlement agreement was preliminarily
approved by the Court on August 28, 1997. As of July 1, 1998, a majority
in interest of the Unitholders approved the proposed auction sale of the
properties and the liquidation of the Partnership. On July 21, 1998, a
hearing before the Court was held to determine whether the settlement is
fair and reasonable. After the hearing, the Court entered an order and
final judgment approving the settlement, which includes the auction of the
Partnership's properties and liquidation of the Partnership. There can be
no assurance that the conditions to implementation of the settlement will
be satisfied.
On or about April 15, 1994, a multiparty petition entitled Schreiber et al.
v. Prudential Securities, Inc., et al. (Cause No. 94-17696) was filed in
the 189th Judicial District Court of Harris County, Texas, purportedly on
behalf of investors in the Partnership against the Partnership, the General
Partners, PSI, The Prudential Insurance Company of America and a number of
other defendants. The Petition alleges common law fraud, fraud in the
inducement and negligent misrepresentation in connection with the offering
of limited partnership interests and negligence, breach of fiduciary duty,
civil conspiracy, and violations of the federal Securities Act of 1933
(sections 11 and 12) and of the Texas Securities and Deceptive Trade
Practices statutes. The suit seeks, among other things, compensatory and
punitive damages, costs and attorney's fees. Most of the plaintiffs have
released their claims against the defendants in exchange for monetary
payments by PSI. It is expected that the remaining claims will be resolved
by PSI at no cost to the Partnership. Accordingly, no provision for any
loss that may result upon resolution of this matter has been made in the
accompanying financial statements.
NOTE E - SUBSEQUENT EVENT
The Partnership paid third quarter cash distributions of $404,125 to the
Unitholders and $8,248 to the General Partners in November 1998.
10
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Capital Resources and Liquidity
The Partnership had cash of $6,371,000 at September 30, 1998. There are no
proposed programs for renovation, improvement or development of the
Properties other than maintenance and repairs (including major repairs) in
the ordinary course which will be paid from operations, and the
Partnership's liquidity position is considered satisfactory.
The Partnership's operating activities provided cash of $3,043,000 in the
first nine months of 1998, of which $360,000 reflects timing differences
related to current assets and liabilities. Of the balance, $758,000 was
applied to scheduled principal amortization on the Partnership's mortgage
debt, $1,237,000 was paid in cash distributions, and $688,000 was retained.
As of July 1, 1998, a majority in interest of the Unitholders approved a
proposal to sell the Properties at a public auction and then distribute the
sale proceeds in liquidation of the Partnership. The proposed auction and
liquidation are part of an overall settlement of the Multidistrict
Litigation described in Note D to the financial statements. The settlement
includes a provision whereby an affiliate of the Spanos General Partner
will open the auction with a bid of $20,560,000 in excess of the
outstanding mortgage debt. On July 21, 1998, the settlement, including the
auction and liquidation, was approved by the court overseeing the
litigation. The Partnership's sales agent, E& Y Kenneth Leventhal,
commenced marketing the Properties in October 1998, and it is anticipated
that the winning bid or bids will be known and the closings of the sales
will occur in the first quarter of 1999.
Results of Operations
Rental revenue was $12,248,000 for the first nine months of 1998, an
increase of 5.4% compared to the same period last year, primarily due to
increased occupancy and effective rental rates at MacArthur Park, Mission
Trails, Chelsea Park and Casa de Fuentes. The average occupancy of the
seven Apartment Projects was 95.8% for the first nine months of 1998
compared to 94.3% for the same period last year.
Property operating expenses were $4,464,000 for the first nine months of
1998, compared to $4,767,000 from the comparable period last year. Major
repairs (i.e., exterior painting, asphalt work and other expensive repairs
that do not recur on an annual basis) were down $390,000 compared to the
first nine months of 1997. Furnished unit expense was down $43,000,
reflecting the discontinuance of less profitable rentals at the two Atlanta
properties. These savings were offset by a $131,000, or 3.3%, increase in
other operating expenses. Property management fees, which are 3% of
property revenue, increased with the increase in revenue. Interest income
increased because average cash balances were higher in 1998. Comparative
third quarter 1998 and 1997 operating results generally reflect the same
trends.
Operating results for 1998 reflect $279,000 of nonrecurring costs incurred
with respect to the solicitation of consents for the proposed auction and
liquidation. Any future costs with respect to the solicitation are not
expected to be material. The General Partners do not expect that any costs
related to year 2000 compliance will be material to the financial
statements of the Partnership.
11
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
This information is incorporated by reference to Note D to the financial
statements filed herewith in Item 1 of Part I of the Registrant's
Quarterly Report.
Item 2. Changes in Securities
(None)
Item 3. Defaults Upon Senior Securities
(None)
Item 4. Submission of Matters to a Vote of Security Holders
(None)
Item 5. Other Information
(None)
Item 6. Exhibits and Reports on Form 8-K
Exhibits
4(a) Certificate of Limited Partnership of Registrant as filed
with the Secretary of State of Delaware, incorporated by
reference to Exhibit 4(a) to Amendment No. 1 to
Registration Statement on Form S-11, File No. 33-9139,
filed with the Securities and Exchange Commission on
January 28, 1987.
4(b) Amendment to Certificate of Limited Partnership of
Registrant as filed with the Secretary of State of
Delaware, incorporated by reference to Exhibit 4(b) to
Amendment No. 2 to Registration Statement on Form S-11,
File No. 33-9139, filed with the Securities and Exchange
Commission on February 20, 1987.
4(c) Amended and Restated Agreement of Limited Partnership of
Registrant, incorporated by reference to Exhibit 4(c) to
Amendment No. 2 to Registration Statement on Form S-11,
File No. 33-9139, filed with the Securities and Exchange
Commission on February 20, 1987.
12
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<PAGE>
4(d) Amendments No. 1 through 6 dated June 3, July 2, August 3
and 20, September 10 and October 2, 1987, respectively, to
the Amended and Restated Agreement of Limited Partnership
of Registrant, incorporated by reference to Exhibit 4(d)
to Post-Effective Amendment No. 1 to Registration
Statement on Form S-11, File No. 33-9139, filed with the
Securities and Exchange Commission on November 12, 1987.
4(e) Amendments No. 7 through 13 dated December 4 and 18, 1987
and February 1, March 8 and 25, April 27 and August 12,
1988, respectively, to the Amended and Restated Agreement
of Limited Partnership of Registrant, incorporated by
reference to Exhibit 4(e) of the Annual Report on Form
10-K dated December 31, 1988, File No. 33-9139.
4(f) Amendment No. 14 dated August 12, 1998, to the
Amended and Restated Agreement of Limited Partnership of
Registrant (filed herewith).
27 Financial Data Schedule (filed herewith).
Reports on Form 8-K
(None)
13
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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.
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS, L.P., I (Registrant)
By: A.G. Spanos Residential Partners-86, General Partner
By: AGS Financial Corporation, a general partner
By: /s/Arthur J. Cole Date: November 13, 1998
---------------------------------
Arthur J. Cole
President and Chief Accounting Officer
By: A.G. Spanos Realty, Inc., a general partner
By: /s/Arthur J. Cole Date: November 13, 1998
---------------------------------
Arthur J. Cole
Vice President and Chief Accounting Officer
14
AMENDMENT NO. 14 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
This Amendment dated August 12, 1998 to the Amended and Restated
Agreement of Limited Partnership of Prudential-Bache/A.G. Spanos Genesis
Income Partners L.P., I, dated as of January 15, 1987, as amended and
restated as of February 17, 1987, and as amended as of June 3, July 2,
August 3 and 20, September 10, October 2, December 4 and 18, 1987 and
February 1, March 8 and 25, April 28 and August 12, 1988 (the "Partnership
Agreement").
Pursuant to written consents received from Unitholders holding a
majority of the outstanding Units of the Partnership, Paragraph 15.4.20 of
the Partnership Agreement is hereby amended to read in full as follows:
15.4.20 except as provided in Article 9, and
Paragraphs 15.2.15, 15.4.4, 15.4.25 and 15.4.26, purchase or
lease real property from the Partnership or sell or lease real
property to the Partnership, provided, however, that an
Affiliate of the Spanos General Partner may bid for, and if such
bid is successful purchase, any or all of the Properties in a
public auction held pursuant to the order of a court with
jurisdiction over the Partnership, the General Partners, the
Special Limited Partners, the Limited Partners and the
Unitholders.
Except as otherwise provided above, the Partnership Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
as of the date hereof.
GENERAL PARTNERS:
BACHE GENERAL PARTNER:
PRUDENTIAL-BACHE PROPERTIES, INC.:
By: /s/Brian J. Martin, President
----------------------------
SPANOS GENERAL PARTNER:
A.G. SPANOS RESIDENTIAL PARTNERS-86,
A CALIFORNIA LIMITED PARTNERSHIP
By: AGS FINANCIAL CORPORATION,
General Partner
By: /s/Arthur J. Cole, President
-----------------------------
By: A.G. SPANOS REALTY, INC.,
General Partner
By: /s/Arthur J. Cole, Vice President
---------------------------------
ASSIGNOR LIMITED PARTNER:
RESIDENTIAL PORTFOLIO DEPOSITORY CORP.
By: /s/Arthur J. Cole, Assistant Secretary
--------------------------------------
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> The Schedule contains summary financial
information extracted from the financial
statements for Prudential-Bache/A.G. Spanos
Genesis Income Partners L.P., I, and is
qualified entirely by reference to such
financial statements.
</LEGEND>
<RESTATED>
<CIK> 000803399
<NAME> Prudential-Bache/AG Spanos Genesis Income Partners LP I
<MULTIPLIER> 1
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-1-1998
<PERIOD-END> Sep-30-1998
<PERIOD-TYPE> 9-Mos
<CASH> 6371104
<SECURITIES> 0
<RECEIVABLES> 414575
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6785679
<PP&E> 101809401
<DEPRECIATION> 35756739
<TOTAL-ASSETS> 72838341
<CURRENT-LIABILITIES> 2827805
<BONDS> 57169562
0
0
<COMMON> 0
<OTHER-SE> 12840974
<TOTAL-LIABILITY-AND-EQUITY> 72838341
<SALES> 12742662
<TOTAL-REVENUES> 12909675
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8757652
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3592600
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 559423
<EPS-PRIMARY> 8.48
<EPS-DILUTED> 0
</TABLE>
