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, 1995
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 WHI
4243 Hunt Road
Cincinnati, Ohio 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 ___
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, 1995 and December 31, 1994 3
Consolidated Statements of Operations - Three
and Nine Months Ended September 30, 1995 and 1994 5
Consolidated Statements of Partners' Deficit -
Nine Months Ended September 30, 1995 6
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1995 and 1994 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 Form 8-K 15
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30,
1995 December 31,
ASSETS (Unaudited) 1994
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,876 $ 1,368
Accounts receivable, net of
allowance for doubtful
accounts in 1995 and 1994
of $20 and $19, respectively 938 881
Prepaid expenses 836 986
Other current assets 379 391
Total current assets 4,029 3,626
Property and equipment
net of accumulated depreciation
and amortization 52,426 54,881
Cash and cash equivalents restricted for:
Acquisition of property & equipment 1,020 610
Interest and taxes 456 467
Total restricted cash & cash
equivalents 1,476 1,077
Other assets, net 839 1,089
$ 58,770 $ 60,673
</TABLE>
Continued
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30,
1995 December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) (Unaudited) 1994
<S> <C> <C>
Current liabilities:
Trade accounts payable $ 550 $ 402
Accrued payroll 588 714
Accrued payroll taxes 114 258
Accrued vacation 436 436
Accrued utilities 286 249
Sales tax payable 475 221
Other current liabilities 1,078 643
Total current liabilities 3,482 2,923
Long-term debt 65,634 66,627
Deferred interest 3,875 4,426
Other liabilities 150 150
Total long term liabilities 69,659 71,203
Total liabilities 73,141 74,126
Commitments and contingencies
Partners' capital (deficit):
General partner (715) (706)
Limited partners (13,656) (12,747)
Total partners' deficit (14,371) (13,453)
$ 58,770 $ 60,673
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per Unit amounts)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Lodging $11,317 $10,386 $28,701 $26,860
Food & beverage 2,171 2,211 6,079 6,188
Other income (principally interest) 110 92 304 280
Lease settlement proceeds - - 1,025 -
Total revenues 13,598 12,689 36,109 33,328
Expenses:
Direct operating expenses
Lodging 2,376 2,278 6,242 6,037
Food and beverage 2,067 2,002 5,803 5,605
Utilities 853 790 2,241 2,286
Repairs and maintenance 885 871 2,630 2,552
Rent 329 330 988 972
Insurance 193 180 579 538
Property taxes 383 363 1,149 1,235
Marketing 908 905 2,522 2,464
Other 2,113 1,944 5,701 5,484
Other general and administrative 213 234 501 528
Depreciation and amortization 1,370 1,408 4,112 4,208
Interest expense 1,502 1,514 4,559 4,555
Total expenses 13,192 12,819 37,027 36,464
Net income (loss) 406 ( 130) ( 918) (3,136)
Net income (loss) allocable to
general partner 4 ( 1) ( 9) ( 31)
Net income (loss) allocable to
limited partners $ 402 $( 129) $( 909) $(3,105)
Number of limited partner
Units outstanding 4,000 4,000 4,000 4,000
Net income (loss) allocable to limited
partners per Unit $ 0.10 $( 0.03) $( 0.23) $(0.78)
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
(Dollars in thousands)
Unaudited
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1995
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance at January 1, 1995 $ (706) $(12,747) $(13,453)
Net loss for the nine months
ended September 30, 1995 (9) (909) (918)
Balance at September 30, 1995 $ (715) $(13,656) $(14,371)
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Unaudited
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $( 918) $(3,136)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization
of property and equipment 3,862 3,830
Lease settlement proceeds (1,025) -
Amortization of other assets 250 375
Amortization of debt discount 32 30
Increase (decrease) from changes in:
Accounts receivable ( 57) ( 588)
Prepaid expenses 150 135
Lease and utility deposits - 3
Other current assets 12 15
Trade accounts payable 103 ( 140)
Accrued payroll and payroll taxes ( 270) ( 204)
Accrued vacation - 5
Accrued utilities 37 ( 23)
Sales tax payable 254 279
Other current liabilities 435 254
Deferred interest ( 551) 433
Net cash provided by
operating activities 2,314 1,412
Cash flows from investing activities:
Additions to property and equipment (1,407) (2,073)
(Increase) decrease in restricted cash ( 399) 131
Net cash used in investing activities (1,806) (1,942)
</TABLE>
Continued
The accompanying notes are an integral part
of the consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Unaudited
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from financing activities:
Long-term borrowings $ - $ 675
Borrowings under revolving credit
facility 1,200 1,763
Repayment of revolving credit facility (1,200) (1,763)
Net cash provided by
financing activities - 675
Net increase in cash and
cash equivalents 508 145
Cash and cash equivalents,
beginning of period 1,368 1,724
Cash and cash equivalents,
end of period $ 1,876 $ 1,869
Supplementary cash flow data:
Interest paid $ 5,078 $ 4,092
Noncash activities:
Lease settlement proceeds received
from former affiliate in the form of
stock used to reduce long-term debt $ 1,025 $ -
</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 Partnership (the "Partnership")
and its 99% owned subsidiary, AMI Operating Partners, L.P. ("Operating
Partners"), referred to collectively as the "Partnerships", contain all
adjustments necessary to present fairly the financial position of the
Partnerships as of September 30, 1995, their results of operations for the
three and nine months ended September 30, 1995 and 1994, and their cash flows
for the nine months ended September 30, 1995 and 1994.
The results of operations for the nine months ended September 30, 1995, 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 December 31, 1994
has been derived from the audited balance sheet in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1994 filed with the
Securities and Exchange Commission (the "1994 Form 10-K"). These interim
unaudited financial statements should be read in conjunction with the audited
consolidated financial statements and other information included in the 1994
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 costs of the Partnership are reflected in the consolidated
statements of operations as other general and administrative expenses. All
material intercompany 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. 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.
3. OPERATIONS OF THE INNS:
Winegardner & Hammons, Inc. ("W&H") manages the operations of the Inns (the
"Inns") pursuant to a management agreement with Operating Partners. At
September 30, 1995 and December 31, 1994, the Partnerships had approximately
$22,000 and $97,000, respectively, in receivables from an entity controlled by
W&H which manages certain of the lounges at the Inns.
4. OTHER ASSETS:
The components of other assets are as follows(dollar amounts in thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
<S> <C> <C>
Deferred lease costs $ 21 $ 21
Debt acquisition costs 2,839 2,839
Franchise acquisition
fees 820 820
Other 4 4
3,684 3,684
Less accumulated
amortization 2,845 2,595
$ 839 $ 1,089
</TABLE>
Amortization of debt acquisition costs charged to expense was $145,000 and
$270,000 in the nine months ended September 30, 1995 and 1994, respectively.
Amortization of franchise acquisition costs charged to expense was $105,000 in
each of the nine months ended September 30, 1995 and 1994.
5. DEBT
For the nine months ended September 30, 1995, no additional debt was incurred
by Operating Partners for capital improvements under the Tranche A Loan portion
of the Priming Loan. All capital improvements and refurbishments made during
the nine months ended September 30, 1995 were funded from cash restricted for
acquisition of property and equipment (the "FF&E Reserve").
During the first quarter of 1995, Operating Partners borrowed $1,200,000 of the
revolving credit portion of the Priming Loan, defined as the Tranche B Loan, to
fund operating expenses that could not be paid from operating revenues. In the
second quarter of 1995, Operating Partners repaid the entire Tranche B Loan from
excess working capital.
<TABLE>
Long-term debt consists of the following:
<CAPTION>
September 30, 1995 December 31, 1994
<S> <C> <C>
Mortgage Notes, net of
unamortized discount $ 54,134,000 $ 55,127,000
Priming loan (Tranche A Loan) 11,500,000 11,500,000
$ 65,634,000 $ 66,627,000
</TABLE>
Unamortized discount on the Mortgage Notes was $215,000 and $247,000 at
September 30, 1995 and December 31, 1994, respectively.
6. COMMITMENTS AND CONTINGENCIES:
In November, 1994 the Mortgage Lenders received 127,924 shares of common stock
in Prime Hospitality Corp. on account of claims asserted in the bankruptcy
reorganization of Prime Motor Inns, Inc. These shares were subsequently sold
by the Mortgage Lenders, and the proceeds of $1,025,000 were utilyzed by the
Mortgage Lenders to reduce the principal balance of the Mortgage Notes and were
recognized by the Partnerships as lease settlement proceeds, in the first
quarter of 1995.
No further recovery is expected by the Partnerships on account of such claims.
Should any further recovery be received by the Mortgage Lenders, the proceeds
would be utilized to reduce the principal balance of the Mortgage Notes. At the
time the principal reduction of the Mortgage Notes occurs, the Partnerships will
recognize lease settlement proceeds.
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 the Inns. As part of
its 1992 plan of reorganization, Operating Partners restructured its Mortgage
Notes under 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 Operating Partners to
increase future cash flows from operations. Unless cash flows from operations
are sufficient, the Partnerships may not be able to continue as going concerns.
It is the intention of the Partnerships to continue to operate the Inns as
going concerns.
The Partnerships' investment in the Inns continues to be subject to the risks
generally incident to the ownership of real estate, including those relating
to the uncertainty of cash flow to meet fixed obligations, adverse changes in
national economic conditions, adverse 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.
Results of Operations
Operations in the third quarter of 1995 generated net income of $406,000,
compared to a $130,000 net loss for the same quarter of 1994. The net income
achieved in the third quarter of 1995 over the same quarter of 1994 is
reflective of the increase in lodging revenues. Total net loss for the nine
months ended September 30, 1995 was $918,000, compared to a net loss of
$3,136,000 in the first nine months of 1994. The decrease in loss reflects
the $1,025,000 in lease settlement proceeds received in the first quarter of
1995 along with the increase in lodging revenues earned in the first nine
months of 1995 as compared to the first nine months of 1994.
Total revenues for the three months ended September 30, 1995 increased to
$13,598,000 from $12,689,000 in the corresponding quarter of 1994. Excluding
the $1,025,000 in lease settlement proceeds received, total revenues from
operations in the nine months ended September 30, 1995 rose $1,756,000, to
$35,084,000, compared to $33,328,000 for the first nine months of 1994. The
increase is attributable to the increase in lodging revenue, which is primarily
due to the achievement of higher Average Daily Rates (ADR) at the Inns.
The following table compares lodging revenues, occupancy percentage levels and
ADR, for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Lodging Revenues $11,317,000 $10,386,000 $28,701,000 $26,860,000
Occupancy 72.2% 72.7% 63.2% 63.4%
ADR $67.06 $61.10 $64.39 $60.15
</TABLE>
At the end of the second quarter of 1994, Operating Partners completed the
$13,000,000 Capital Improvement Program in order to re-establish the
competitiveness of the Inns in their respective markets. In addition, Operating
Partners has continued to maintain and upgrade the Inns, as reflected in the
capital additions of $1,407,000 during the nine months ended September 30, 1995.
By upgrading and maintaining the condition of the Inns, and conducting effective
internal marketing and sales promotions, Operating Partners has been able to
reposition the mix of market segments at the Inns. The Inns have been able
to attract market segments that are willing to pay higher room rates, and the
Inns have been able to become less dependent upon higher volume, lower ADR
guests, such as airline crews. The overall ADR increased $5.96, from a $61.10
ADR in the third quarter of 1994 to a $67.06 ADR in the third quarter of 1995.
Overall, the ADR has increased 7.0%, or $4.24, in the first nine months of 1995
compared to the first nine months of 1994.
Occupancies decreased .5%, to 72.2% in the third quarter of 1995, as compared
to 72.7% in the same quarter of 1994. This decline in occupancy is related to
the reduction of the lower rated higher volume market segments at the Inns.
Operating Partners believes it will continue to be difficult to significant
increase the occupancy levels of the Inns due to the lack of significant
increases in demand where the Inns are located. Contributing to current and
future competition are certain competitor changes, the most significant of which
are conversions of competitor hotels to a Holiday Inn franchise. However, it
is anticipated that the Inns can continue to improve their mix of market
segments and thereby increase ADR and improve profit margins.
Food and beverage revenues for the quarter and nine months ended September 30,
1995, declined slightly, from $2,211,000 in the third quarter of 1994 to
$2,171,000 in the third quarter of 1995 and from $6,188,000 in the first nine
months of 1994 to $6,079,000 in the first nine months of 1995. The decline is
attributable to the change in mix of market segments, since some of the lower
ADR market segments that were displaced used the restaurant and banquet
facilities at the Inns more than some of the higher ADR segments that replaced
them.
Direct operating expenses increased for the quarter ended September 30, 1995
to $10,107,000 from $9,663,000 during the corresponding quarter of 1994. A
portion of this increase is in lodging expenses, such as room amenities, travel
agent commissions and guest supplies, incurred in servicing the higher rated
market segments. In addition, food and beverage costs increased during the third
quarter of 1995 over the same quarter of 1994, representing inflationary
increases in food and labor costs. Utility costs increased during the third
quarter of 1995, caused by the hotter summer months of 1995 as compared to the
milder summer months of the third quarter of 1994. Other general and
administrative costs increased, reflective of those costs that are based upon
revenues, such as certain administrative and general expenses, Inn management
fees and franchise fees. Depreciation and Amortization decreased in the third
quarter of 1995 over the previous quarter of 1994, due to certain items
becoming fully amortized at the end of the first quarter of 1995.
Liquidity and Capital Resources
The following table represents the changes in cash and cash equivalents for
the nine months ended September 30, 1995:
<TABLE>
<CAPTION>
<S> <C>
Net cash provided by operating activities $ 2,314,000
Net cash used in investing activities (1,806,000)
Net cash provided by financing activities -
Net increase in cash and cash equivalents $ 508,000
</TABLE>
The Inns have historically experienced negative cash flow from operations in
the first quarter of each year and increased cash flows from operations in the
second and third quarters of each year. As a result of the increase in revenues
in the quarter and nine months ended September 30, 1995, compared to the same
periods of 1994, the Partnership's margins have improved, resulting in positive
cash flow from operations.
Net cash used in investing activities totaled $1,806,000 for the nine months
ended September 30, 1995. This included $1,407,000 in additions to property
and equipment. Other cash used in investing activities includes restricted
deposits into the Tax Escrow Account, the FF&E Reserve and the Interest Reserve
Account. Funding to the FF&E Reserve increased to 5% of revenues beginning in
1995, from 4% in 1994, as required under the Priming Loan. For the nine months
ended September 30, 1995, funding to the FF&E Reserve was exceeded by capital
expenditures funded from the FF&E Reserve by $410,000. Required funding to
the Tax Escrow Account was exceeded by the taxes paid, resulting in a
$27,000 reduction of the Tax Escrow Account for the nine months ended September
30, 1995. Interest earned in the Interest Reserve Account was $16,000 for the
nine months ended September 30, 1995.
During the first quarter of 1995, borrowings of $1,200,000 under the Tranche B
portion of the Priming Loan funded operating cash deficiencies. During the
second quarter of 1995, Operating Partners repaid the entire $1,200,000 Tranche
B Loan from excess working capital.
In September 1994, Holiday Inns, Inc. ("HII") announced a new Core Modernization
Program (the "Core Modernization Program"). HII has informed Operating Partners
that it is temporarily exempt from the current category of hotels included in
the Core Modernization Program because Operating Partners has recently completed
its capital improvement program. HII has further informed Operating Partners
that the Inns may be reviewed for the Core Modernization Program at the
beginning of 1996 or thereafter. The Core Modernization Program may require
that capital expenditures, not currently determinable, be made at certain of
the Inns in order for those Inns to retain their Holiday Inn franchises.
Accordingly, Operating Partners must evaluate, for each of the Inns, the
relative benefits and costs of renewing the Holiday Inn franchise for that
Inn, operating that Inn under other franchises that may be available and the
possible sale of the Inn.
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, 1995 By: /s/ S. Leonard Okin
S. Leonard Okin
Vice President
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<CASH> 0 1876
<SECURITIES> 0 0
<RECEIVABLES> 0 938
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 1377
<PP&E> 0 52426
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 58770
<CURRENT-LIABILITIES> 0 3482
<BONDS> 0 0
<COMMON> 0 0
0 0
0 0
<OTHER-SE> 0 (14371)
<TOTAL-LIABILITY-AND-EQUITY> 0 58770
<SALES> 13488 34780
<TOTAL-REVENUES> 13598 36109
<CGS> 4443 12045
<TOTAL-COSTS> 10107 27855
<OTHER-EXPENSES> 1583 4613
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1502 4559
<INCOME-PRETAX> 406 (918)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 406 (918)
<EPS-PRIMARY> .10 (.33)
<EPS-DILUTED> .10 (.33)
</TABLE>
