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 quarter ended September 30, 1994
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 No. 1-9311
PRIME MOTOR INNS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 22-2754689
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Winegardner & Hammons, Inc.
4243 Hunt Road
Cincinnati, OH 45242
(Address of principal offices, including zip code)
(513) 891-2920
(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 (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 1 of 17
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 1994 and December 31, 1993............. 3
Consolidated Statements of Operations - Three and Nine
Months Ended September 30, 1994 and 1993............. 5
Consolidated Statements of Partners' Deficit -
Nine Months Ended September 30, 1994................. 6
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1994 and 1993........ 7
Notes to Consolidated Financial Statements ............ 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ..........................................12
PART II. OTHER INFORMATION AND SIGNATURES:
Item 6. Exhibits and Reports on From 8-K.......................16
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
<TABLE>
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
<CAPTION>
September 30,
1994 December 31,
ASSETS (Unaudited) 1993
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 1,869 $ 1,724
Accounts receivable, net of
allowance for doubtful
accounts in 1994 and 1993
of $16 and $10, respectively 1,457 869
Prepaid expenses 814 949
Other current assets 115 274
Total current assets 4,255 3,816
Property and equipment
net of accumulated depreciation
and amortization 55,477 57,234
Cash and cash equivalents restricted for:
Acquisition of property &
equipment 802 915
Interest and taxes 435 453
Total restricted cash & cash
equivalents 1,237 1,368
Other assets, net 1,213 1,591
$62,182 $64,009
====== ======
</TABLE>
Continued
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
<TABLE>
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
<CAPTION>
September 30,
1994 December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) (Unaudited) 1993
<S> <C> <C>
Current liabilities:
Trade accounts payable $ 468 $ 608
Accrued payroll 247 590
Accrued payroll taxes 358 219
Accrued vacation 382 377
Accrued utilities 291 314
Sales tax payable 491 212
Other current liabilities 815 561
Total current liabilities 3,052 2,881
Long term liabilities:
Long-term debt 66,617 65,912
Deferred interest 4,279 3,846
Other liabilities 150 150
Total long term liabilities 71,046 69,908
Total liabilities 74,098 72,789
Commitments and contingencies
Partners' capital (deficit):
General partner ( 690) ( 659)
Limited partners (11,226) ( 8,121)
Total partners' deficit (11,916) ( 8,780)
$ 62,182 $ 64,009
====== ======
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per unit amounts)
Unaudited
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Revenues:
Direct operating revenues:
Lodging $ 10,386 $ 10,002 $ 26,860 $ 25,106
Food and beverage 2,211 2,140 6,188 6,216
Other income (principally interest) 92 69 280 254
Lease settlement proceeds --- 763 --- 1,472
Total revenues 12,689 12,974 33,328 33,048
Expenses:
Direct operating expenses:
Lodging 2,278 2,074 6,037 5,568
Food and beverage 2,002 1,928 5,605 5,725
Utilities 790 853 2,286 2,322
Repairs and maintenance 871 771 2,552 2,250
Rent 330 328 972 987
Insurance 180 172 538 522
Property taxes 363 311 1,235 1,029
Advertising and marketing 905 829 2,464 2,465
Other 1,944 1,945 5,484 5,187
Other general and administrative 234 282 528 623
Depreciation and amortization 1,408 1,375 4,208 4,057
Interest expense 1,514 1,554 4,555 4,661
Total expenses 12,819 12,422 36,464 35,397
Net income (loss) ( 130) 552 ( 3,136) ( 2,349)
Net income (loss)
allocable to general partner ( 1) 6 ( 31) ( 23)
Net income (loss)
allocable to limited partners $( 129) $ 546 $( 3,105) $( 2,326)
====== ====== ====== ======
Number of limited partner units
outstanding 4,000 4,000 4,000 4,000
====== ====== ====== ======
Net income (loss) allocable
to limited partners per unit $( .03) $ .14 $( .78) $( .58)
====== ====== ===== ======
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
<TABLE>
CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
(Dollars in thousands)
Unaudited
<CAPTION>
Nine Months Ended September 30, 1994
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance at January 1, 1994 $( 659) $( 8,121) $( 8,780)
Net loss for the nine
months ended September 30, 1994 ( 31) ( 3,105) ( 3,136)
Balance at September 30, 1994 $( 690) $(11,226) $(11,916)
==== ====== ======
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Unaudited
<CAPTION>
Nine Months Ended
September 30,
1994 1993
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,136) $(2,349)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization
of property 3,830 3,682
Lease settlement proceeds --- (1,466)
Amortization of other assets 375 375
Amortization of debt discount 30 27
Increase (decrease) from changes in:
Accounts receivable ( 588) 98
Prepaid expenses 135 582
Other current assets 159 166
Lease and utility deposits 3 ---
Trade accounts payable ( 140) ( 622)
Accrued payroll and payroll taxes ( 204) ( 212)
Accrued vacation 5 5
Accrued utilities ( 23) 5
Sales tax payable 279 161
Other current liabilities 254 ( 961)
Deferred interest 433 824
Net cash provided by
operating activities 1,412 315
Cash flows from investing activities:
Additions to property and equipment (2,073) (2,382)
Decrease (increase) in restricted cash 131 ( 163)
Net cash used in investing activities (1,942) (2,545)
</TABLE>
Continued
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Unaudited
<CAPTION>
Nine Months Ended
September 30,
1994 1993
<S> <C> <C>
Cash flows from financing activities:
Long-term borrowings $ 675 $ 2,977
Revolving credit facility
borrowings 1,763 815
Revolving credit facility repayments (1,763) (1,273)
Net cash provided by
financing activities 675 2,519
Net increase in cash
and cash equivalents 145 289
Cash and cash equivalents,
beginning of period 1,724 1,658
Cash and cash equivalents, end
of period $ 1,869 $ 1,947
===== =====
Supplementary cash flow data:
Interest paid $ 4,092 $ 3,810
===== =====
Noncash activities:
Lease settlement proceeds received
from former affiliate in the form
of stock and notes receivable used
to reduce long-term debt $ --- $ 1,466
===== =====
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
In the opinion of the General Partner, the accompanying interim
unaudited financial statements of Prime Motor Inns Limited Partner-
ship (the "Partnership") and its 99% owned subsidiary, AMI Operating
Partners, L.P. ("Operating Partners"), referred to collectively as
the "Partnerships", contain all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the finan-
cial position of the Partnerships as of September 30, 1994, their
results of operations for the three and nine months ended September
30, 1994 and 1993, and their cash flows for the nine months ended
September 30, 1994 and 1993.
The results of operations for the nine months ended September 30,
1994, are not necessarily indicative of the results to be expected
for the full year. Unless cash flows from operations are sufficient
to pay operating expenses and debt service, and create required
reserves, the Partnerships may not be able to continue as going
concerns.
Information included in the consolidated balance sheet as of Decem-
ber 31, 1993 has been derived from the audited balance sheet in the
Partnerships' Annual Report on Form 10-K for the year ended December
31, 1993 filed with the Securities and Exchange Commission (the
"1993 Form 10-K"). These interim unaudited financial statements
should be read in conjunction with the audited consolidated finan-
cial statements and other information included in the 1993 Form
10-K.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include the accounts of the
Partnership and Operating Partners. Operating Partners operates
under a 52/53 week fiscal year. Operating results for the Partner-
ship are reflected in the consolidated statements of operations as
other general and administrative expenses. All material intercompa-
ny accounts and transactions have been eliminated.
Cash Equivalents
Cash equivalents are highly liquid investments with a maturity of
three months or less when acquired.
Property and Equipment
Property and equipment are stated at the lower of cost or fair
market value. Expenditures for improvements and major renewals are
capitalized. Expenditures for maintenance and repairs are expensed
as incurred. For financial statement purposes, provision is made
for depreciation and amortization using the straight-line method
over the lesser of the estimated useful lives of the assets or the
terms of the related leases as follows: buildings - 30 years;
leasehold improvements - 22 to 30 years; and furni-ture and equipment
- 3 to 10 years. For federal income tax purposes, accelerated
methods are used in calculating depreciation.
Other Assets
Franchise fees, deferred lease costs and deferred debt acquisition
costs are amortized on a straight-line basis over the estimated
lives of the assets or the specific term of the related agreement,
lease or mortgage loan.
Net Income/Loss Per Unit
Net income/loss per Unit is calculated based on net income/loss
allocable to limited partners divided by the 4,000,000 units
outstanding.
Reclassifications
Certain amounts in the 1993 consolidated financial statements have
been reclassified to conform to the 1994 presentation.
3. OPERATIONS OF THE INNS:
Winegardner & Hammons, Inc. ("W&H") continues to manage the opera-
tions of the Inns (the "Inns") pursuant to its management agreement
with Operating Partners. At September 30, 1994 and December 31,
1993, the Partnerships had approximately $137,000 and $118,000,
respectively, in receivables from an entity controlled by W&H which
manages certain of the lounges at the Inns.
4. OTHER ASSETS:
<TABLE>
The components of other assets are as follows (in thousands):
<CAPTION>
September 30, December 31, Amortization
1994 1993 Period
<S> <C> <C> <C>
Deferred lease costs $ 21 $ 21 20 years
Debt acquisition
costs 2,839 2,839 8 years
Franchise acquisition
costs 820 820 Various
Other 13 16
3,693 3,696
Less accumulated
amortization 2,480 2,105
$1,213 $1,591
===== =====
</TABLE>
Amortization of debt acquisition costs charged to expense was
$270,000 in each of the nine months ended September 30, 1994 and
1993, respectively. Amortization of franchise acquisition costs
charged to expense was $105,000 in each of the nine months ended
September 30, 1994 and 1993, respectively. In 1994, other assets
(consisting of required lease and utility deposits) were reduced by
$3,000.
5. DEBT:
For the quarter ended September 30, 1994, no additional debt was
incurred by Operating Partners. All Capital Improvements and Refur-
bishments made during the third quarter were funded from the Reserve
for Acquisition of Property and Equipment (the "Reserve").
<TABLE>
Long-term debt consists of the following:
<CAPTION>
September 30, 1994 December 31, 1993
<S> <C> <C>
Mortgage Notes, net of
unamortized discount $55,117,000 $55,087,000
Priming Loan 11,500,000 10,825,000
$66,617,000 $65,912,000
========== ==========
</TABLE>
Unamortized discount on the Mortgage Notes were $257,000 and
$287,000 at September 30, 1994 and December 31, 1993, respectively.
6. COMMITMENTS AND CONTINGENCIES:
During the quarter ended June 30, 1993 the Mortgage Lenders (the
"Mortgage Lenders") received 237,987 shares of New Common Stock in
Prime Hospitality Corp. ("Prime Stock") as further recovery from
the Prime Hospitality Corp. Settlement (the "Settlement"). These
shares were subsequently sold in July, 1993 and the proceeds of
$763,000 were recognized in July as lease settlement income and
were utilized to reduce the principal balance of the Mortgage Notes
as required under the Priming Loan.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
The Partnership derives its income from its interest in Operating
Partners, whose income currently is derived from the operations of
its Inns. As part of its 1992 plan of reorganization (the "Plan"),
Operating Partners restructured its Mortgage Notes under the Restat-
ed Loan Agreement (the "Restated Loan Agreement") and arranged a
Priming Loan to fund necessary capital improvements and to finance
operating deficiencies. The ability of the Partnership to pay
operating expenses and debt service, and to create required reserves
depends upon the ability of the Partnership to increase future cash
flows from operations. Unless cash flows from operations are suffi-
cient, the Partnerships may not be able to continue as going con-
cerns. It is the intention of the Partnerships to continue to
operate the Inns as going concerns.
The third quarter of 1994 marked continued growth in revenues and
occupancies for the Inns. These increases are attributable princi-
pally to the stronger economy in general and the competitive condi-
tion of the Inns. Due to the completion of the $13,000,000 Capital
Improvement Plan (the "Capital Improvement Plan"), the Inns have
been able to attract higher rated market segments, such as individu-
al business, group business, and leisure travelers.
The Partnerships' investment in the Inns continues to be subject to
the risks generally incident to the ownership of real estate, in-
cluding those relating to the uncertainty of cash flow to meet fixed
obligations, adverse changes in national economic conditions, ad-
verse changes in local market conditions, construction of new hotels
and/or the franchising by Holiday Inn of competitor hotels, changes
in interest rates, the availability of financing for operating or
capital needs, changes in real estate tax rates and other operating
expenses, adverse changes in governmental rules and fiscal policies,
acts of God (which may result in uninsured losses), condemnation and
other factors that are beyond the control of the General Partner,
the Partnership, Operating Partners or W&H. In addition, the con-
tinuation in 1995 of the major league baseball strike could nega-
tively impact some of the Inns. In October, 1994, Holiday Inn
announced the general criteria for the various Holiday Inn franchise
designations. Although the amounts can not be determined at this
time, capital expenditures will be required by certain of the Inns
to maintain their Holiday Inn franchise.
Results of Operations
Total revenues for the nine months ended September 30, increased
from $33,048,000 in 1993 to $33,328,000 in 1994. Total revenues for
the quarter ended September 30, decreased from $12,974,000 in 1993
to $12,689,000 in 1994. Direct operating revenues increased by
$1,752,000 in the nine months ended September 30, 1994, and by
$478,000 in the quarter ended September 1994, from the comparable
periods in 1993. However, the Partnership recognized non-operating
income from the proceeds of a bankruptcy claim relating to the 1990
termination of a net lease of the Inns in the amount of $1,472,000
in the nine months ended September 30, 1993 and $763,000 in the
quarter ended September 30, 1993, while it did not have comparable
non-operating income in the 1994 periods. The increases in direct
operating revenues in the nine months and quarter ended September
30, 1994 are attributable to the increase in room revenue, which is
due to the achievement of higher Average Daily Room Rates (ADR) at
the Inns, and increased occupancies, in the quarter ended September
30, 1994. This is reflected in the following table, which compares
room revenues, occupancy percentage levels and ADR, for the periods
indicated:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Room Revenues $10,386,000 $10,002,000 $26,860,000 $25,106,000
Occupancy 72.7% 71.7% 63.4% 62.8%
ADR $61.10 $59.93 $60.15 $56.95
</TABLE>
The increase in ADR and occupancies at the Inns can be attributed to
the improved condition of the Inns from the Capital Improvement
Plan. The Inns' improved conditions have enabled them to attract
market segments with higher ADR. In addition, the Inns have become
less dependent upon the defense industry and have recovered business
from the insurance, healthcare, and other government industry trav-
el. Attracting these market segments with higher ADR has also been
accomplished through effective marketing and sales promotions. In
attracting the market segments with higher ADR, the Inns have had to
remove some of their lower ADR market segments (such as airline
crews and tour groups). This repositioning of market segment
business had caused a decline in occupancies in the first quarter of
1994, which rebounded in the second and third quarters of 1994. In
addition to the improved condition of the Inns, the increase in
occupancies in the third quarter of 1994 is partly attributable to
an increase in group business, which is a result of increased direct
sales efforts, increases in reservations from the Holiday Inn-
Holidex Central Reservation System, and leisure vacation travelers
in the summer months of the third quarter. Due to the intense
competition in the areas where the Inns are located, it will contin-
ue to be difficult to significantly increase the occupancy levels of
the Inns. Contributing to future competition are certain pending
competitor changes, most significantly, conversions in franchise
affiliation of competitor hotels to a Holiday Inn franchise. Howev-
er, it is anticipated that the Inns can continue to improve their
mix of market segments and thereby increase average daily rates and
improve profit margins.
Food and beverage revenues increased in the third quarter from
$2,140,000 in 1993 to $2,211,000 in 1994, which is primarily a
result of increased banquet sales, coupled with increased occupan-
cies in the third quarter of 1994 over the same quarter of 1993.
Overall, food and beverage revenues are down for the nine months
ended September 30, from $6,216,000 in 1993 to $6,188,000 in 1994.
The decrease is a result of the low occupancies in the first quarter
of 1994 due to the harsh winter weather, which offset the increases
in revenues in the second and third quarters of 1994.
Direct operating expenses increased from $9,211,000 for the quarter
ended September 30, 1993 to $9,663,000 in the corresponding quarter
of 1994. Certain operating expenses vary with occupancies at the
Inns. The increases in lodging expenses and certain "Other" direct
operating expenses in the third quarter of 1994 compared to the
corresponding quarter of 1993 are directly attributable to the
increase in occupancy at the Inns during the period. The increase in
revenues contribute to the increase in "Other" direct operating
expenses that are based upon earned revenues, such as certain admin-
istrative and general expenses, Inn management fees and franchise
fees. Utility costs decreased from $853,000 for the quarter ended
September 30, 1993 to $790,000 in the corresponding quarter of 1994.
This decrease is attributable to the adoption of energy management
techniques at the Inns and the favorable weather conditions during
the quarter ended September 30, 1994.
The net loss for nine months ended September 30, increased from
$2,349,000 in 1993 to $3,146,000 in 1994. The net income for the
quarter ended September 30, 1993 declined from $552,000 in 1993 to a
net loss of $130,000 in 1994. However, if the non-operating income
recognized by the Partnership in the nine months and quarter ended
September 30, 1993 were excluded, the Partnership would have had net
losses of $3,821,000 for the nine months ended September 30, 1993
and $211,000 for the quarter ended September 20, 1993 and the net
losses for the nine months and quarter ended September 30 , 1994
would have declined by $685,000 and $81,000, respectively, from the
comparable periods in 1993.
Liquidity and Capital Resources
<TABLE>
<CAPTION>
The following table represents the changes in cash and cash equiva-
lents for the nine months ended September 30, 1994:
<S> <C>
Net cash provided by operating activities $ 1,412
Net cash used in investing activities (1,942)
Net cash provided by financing activities 675
Net decrease in cash and cash equivalents $ 145
=====
</TABLE>
Indicative of the seasonal nature of the business where the Inns are
located, operating revenues increased during the nine months ended
September 30, 1994, providing for improved operating margins, which
resulted in a positive cash flow from operations for the nine months
ended September 30, 1994.
Net cash used in investing activities for the nine months ended
September 30, 1994 included $2,073,000 in additions to property and
equipment. Other cash used in investing activities includes re-
stricted deposits into the Tax Escrow Account and the Reserve for
Acquisition of Property and Equipment (the "Reserve"). Funding to
the Reserve is 4% of revenues, as required under the Priming Loan.
For the nine months ended September 30, 1994, withdrawals from
the Reserve to pay for capital expenditures exceeded the funding to
the reserve by $113,000. Required funding to the interest and tax
reserves was reduced during the nine months ended September 30,
1994, resulting in a decrease of $18,000 for the period.
Cash provided by financing activities was $675,000 for the nine
months ended September 30, 1994, representing borrowings under the
Priming Loan for capital improvements and refurbishments to complete
the Capital Improvement Plan.
PART II. OTHER INFORMATION AND SIGNATURES
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter
for which this report is filed.
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.
PRIME MOTOR INNS LIMITED PARTNERSHIP
(REGISTRANT)
BY:Prime-American Realty Corp.
General Partner
Date: November 10, 1994 By: /s/ S. Leonard Okin
S. Leonard Okin
Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-END> SEP-30-1994 SEP-30-1994
<CASH> 0 1869
<SECURITIES> 0 0
<RECEIVABLES> 0 1457
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 929
<PP&E> 0 55477
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 62182
<CURRENT-LIABILITIES> 0 3052
<BONDS> 0 0
<COMMON> 0 0
0 0
0 0
<OTHER-SE> 0 (11916)
<TOTAL-LIABILITY-AND-EQUITY> 0 62182
<SALES> 12597 33048
<TOTAL-REVENUES> 12689 33328
<CGS> 4280 11642
<TOTAL-COSTS> 9663 27173
<OTHER-EXPENSES> 1642 4736
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1514 4555
<INCOME-PRETAX> (130) (3136)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (130) (3136)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (130) (3136)
<EPS-PRIMARY> (.03) (.78)
<EPS-DILUTED> (.03) (.78)
</TABLE>