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 March 31, 1996
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 -
March 31, 1996 and December 31, 1995 3
Consolidated Statements of Operations - Three
Months Ended March 31, 1996 and 1995 5
Consolidated Statements of Partners' Deficit -
Three Months Ended March 31, 1996 6
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1996 and 1995 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Finanical Condition and Results of Operations 11
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>
March 31,
1996 December 31,
Assets (Unaudited) 1995
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 552 $ 792
Accounts receivable, net 646 661
Prepaid expenses 656 941
Other current assets 394 375
Total current assets 2,248 2,769
Property and equipment
net of accumulated depreciation
and amortization 51,240 52,146
Cash and cash equivalents restricted for:
Acquisition of property and equipment 347 831
Interest and taxes 526 491
Total restricted cash and cash
equivalents 873 1,322
Other assets, net 708 764
$ 55,069 $ 57,001
</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>
March 31,
1996 December 31,
Liabilities and Partners' Deficit (Unaudited) 1995
<S> <C> <C>
Current liabilities:
Revolving credit facility $ 1,600 $ -
Trade accounts payable 399 568
Accrued payroll 370 688
Accrued payroll taxes 144 286
Accrued vacation 475 473
Accrued utilities 290 326
Sales tax payable 354 242
Other current liabilities 675 671
Total current liabilities 4,307 3,254
Long-term debt 65,656 65,645
Deferred interest 3,491 3,685
Other liabilities 150 150
Total long-term liabilities 69,297 69,480
Total liabilities 73,604 72,734
Commitments
Partners' deficit:
General partner ( 757) ( 729)
Limited partners (17,778) (15,004)
Total partners' deficit (18,535) (15,733)
$ 55,069 $ 57,001
</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
March 31,
1996 1995
<S> <C> <C>
Revenues:
Direct operating revenues:
Lodging $ 6,733 $ 6,667
Food and beverage 1,994 1,952
Other income (principally interest) 97 94
Lease settlement proceeds - 1,025
Total revenues 8,824 9,738
Expenses:
Direct operating expenses:
Lodging 1,883 1,850
Food and beverage 1,739 1,691
Marketing 752 747
Utilities 871 777
Repairs and maintenance 819 818
Rent 329 331
Insurance 183 193
Property taxes 369 383
Other 1,685 1,658
Other general and administrative 128 115
Depreciation and amortization 1,352 1,376
Interest expense 1,516 1,516
Total expenses 11,626 11,455
Net loss (2,802) (1,717)
Net loss allocable to
general partner (28) (17)
Net loss allocable to
limited partners $ (2,774) $ (1,700)
Number of limited partner
units outstanding 4,000 4,000
Net loss allocable to limited
partners per unit $ 0.69 $ 0.43
</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>
Three Months Ended March 31, 1996
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance at January 1, 1996 $ (729) $ (15,004) $ (15,733)
Net loss for the three months
ended March 31, 1996 (28) (2,774) (2,802)
Balance at March 31, 1996 $ (757) $ (17,778) $ (18,535)
</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>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,802) $ (1,717)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization of property
and equipment 1,296 1,289
Lease settlement proceeds - (1,025)
Amortization of other assets 56 87
Amortization of debt discount 11 11
Increase (decrease) from changes in:
Accounts receivable 15 67
Prepaid expenses 285 332
Other current assets ( 19) 30
Trade accounts payable ( 169) ( 52)
Accrued payroll and payroll taxes ( 460) ( 470)
Accrued vacation 2 2
Accrued utilities ( 36) ( 9)
Sales tax payable 112 111
Other current liabilities 4 5
Deferred interest ( 194) ( 192)
Net cash used in operating activities (1,899) (1,531)
Cash flows from investing activities:
Additions to property and equipment ( 390) ( 324)
Decrease (increase) in restricted cash 449 ( 52)
Net cash provided by (used in)
investing activities 59 ( 376)
Cash flows from financing activities:
Borrowings under revolving credit facility 1,600 1,200
Net cash provided by financing activities 1,600 1,200
Net decrease in cash and cash equivalents ( 240) ( 707)
Cash and cash equivalents, beginning of period 792 1,368
Cash and cash equivalents, end of period $ 552 $ 661
Supplementary cash flow data:
Interest paid $ 1,699 $ 1,697
Noncash activities:
Lease settlement proceeds received
from former affiliates 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, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of the Partnerships as of March 31, 1996,
their results of operations for the three months ended March 31, 1996 and 1995,
and their cash flows for the three months ended March 31, 1996 and 1995.
The results of operations for the three months ended March 31, 1996, 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, 1995
has been derived from the audited balance sheet in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1995 filed with the
Securities and Exchange Commission (the "1995 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 1995
Form 10-K.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation
The consolidated financial statements include the accounts of the Partnership
and its 99% owned subsidiary limited partnership, Operating Partners.
Operating Partners operates under a 52/53 week fiscal year (1995 was a fifty
two week year and 1996 is a fifty three week 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, which do not extend the useful life of the asset,
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.
Impairment of Long Lived Assets
In March, 1995, the Financial Accounting Standards Board issued SFAS No. 121,
"Accounting for the Impairment of Long Lived Assets", which is effective for
years beginning after December 15, 1995, with earlier adoption encouraged.
The Partnership elected early adoption of SFAS No. 121 in 1995. In accordance
with this new pronouncement, the Partnerships review for impairment and
recoverability of, primarily, property and equipment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable.
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 Loss Per Unit
Net loss per Unit is calculated based on net loss allocable to limited partners
divided by the 4,000,000 Units outstanding.
Reclassifications
Certain amounts in the 1995 financial statements have been reclassified to
conform to the 1996 presentation.
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 March
31, 1996 and December 31, 1995, the Partnerships had approximately $66,000 and
$61,000, respectively, in receivables from an entity controlled by W&H which
manages certain of the Inns' lounges.
4. OTHER ASSETS:
The components of other assets are as follows (dollar amounts in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
<S> <C> <C>
Deferred lease costs $ 21 $ 21
Debt acquisition costs 2,839 2,839
Franchise fees 820 820
Other 4 4
3,684 3,684
Less accumulated amortization 2,976 2,920
$ 708 $ 764
</TABLE>
Amortization of debt acquisition costs charged to expense was $40,000 and
$52,000 in the three months ended March 31, 1996 and 1995, respectively.
Amortization of franchise acquisition costs charged to expense was $16,000
and $35,000 in the three months ended March 31, 1996 and 1995, respectively.
5. DEBT:
The Tranche A portion of the Priming Loan was fully drawn in July, 1994.
Therefore, no additional debt for capital improvements has been incurred by
Operating Partners. All capital improvements and refurbishments made during
the three months ended March 31, 1996 were funded from cash restricted for
acquisition of property and equipment (the "FF&E Reserve").
During the first quarter of 1996, Operating Partners borrowed $1,600,000 from
the revolving credit portion of the Priming Loan, defined as the Tranche B Loan.
This funded operating expenses that could not be paid from operating revenues
during the quarter.
Long-term debt consists of the following:
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
<S> <C> <C>
Mortgage Notes, net of
unamortized discount $ 54,156,000 $ 54,145,000
Priming Loan 13,100,000 11,500,000
67,256,000 65,645,000
Less revolving credit portion of
of Priming Loan, due currently 1,600,000 -
$ 65,656,000 $ 65,645,000
</TABLE>
Unamortized discount on the Mortgage Notes was $193,000 and $204,000 at March
31, 1996 and December 31, 1995, respectively.
In the first quarter of 1995, the Mortgage Lenders reduced the principal
amount of the Mortgage Notes by $1,025,000 from the proceeds received from the
Prime settlement, and the Partnerships recognized lease settlement proceeds of
$1,025,000.
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. However, as stated in the 1995 Form 10-K, it is the present intention
of Operating Partners to sell the Moravia Inn.
Occupancies at the Inns and cash flows from their operations are historically
lowest during the winter months due to light business travel, limited vacation
travel and the winter weather. To supplement cash flows during the first
quarter of 1996, Operating Partners was required to borrow $1,600,000 from the
Tranche B Loan portion of the Priming Loan.
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
The net loss in the first quarter of 1996 was $2,802,000 as compared to a net
loss of $1,717,000 for the first quarter of 1995. However, the net loss for
the first quarter of 1995 was reduced by the lease settlement proceeds of
$1,025,000, recognized in the first quarter of 1995. Excluding the lease
settlement proceeds, the net loss from operations increased $60,000 in the
first quarter of 1996, to $2,802,000 as compared to a loss of $2,742,000 in the
first quarter of 1995.
Total revenues for the three months ended March 31, 1996 decreased to $8,824,000
from $9,738,000 in the corresponding quarter of 1995. Excluding the $1,025,000
in lease settlement proceeds and the other income (principally interest), total
revenues from operations in the three months ended March 31, 1996 rose $108,000,
to $8,727,000, compared to $8,619,000 for the first three months of 1995. The
increase in lodging revenues is primarily due to the achievement of higher
average daily room rates (ADR) at the Inns and the increase in food and
beverage revenues is due to increased revenues in the food department.
The following table compares lodging revenues, occupancy percentage levels
and ADR, for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Lodging revenues $6,733,000 $6,667,000
Occupancy 45.3% 47.8%
ADR $63.76 $59.84
</TABLE>
The overall ADR increased 6.6% or $3.92, from a $59.84 ADR in the first quarter
of 1995 to a $63.76 ADR in the first quarter of 1996. This has been accomplished
by continued efforts to attract market segments that are willing to pay higher
room rates. Thus the Inns have been able to become less dependent upon higher
volume, lower ADR guests. Operating Partners has been able to attract and
maintain the higher rated market segments because of the continued upgrades
and maintenance at the Inns, along with conducting effective internal marketing
and sales promotions. While the Partnerships' anticipate that the Inns can
continue to improve their mix of market segments, and thereby increase ADR and
improve profit margins, there can be no assurance as to whether this will be
realized, due to, among other things, competitive pressures in the marketplace.
Occupancies decreased 2.5 percentage points, to 45.3% in the first quarter of
1996, as compared to 47.8% in the first quarter of 1995. This decline in
occupancy was due primarily to the severe winter weather incurred during the
first quarter of 1996 and, to a lesser degree, to the Inns removing the lower
rated ADR market segments (such as airline crews and tour groups) to provide
available rooms during higher demand periods for the market segments with
higher ADR. Operating Partners believes it will continue to be difficult to
significantly increase the occupancy levels of the Inns due to the lack of
increases in demand where the Inns are located. Contributing to current and
future competition are certain competitor changes, the most significant of
which have been conversions of competitor hotels to a Holiday Inn franchise.
Food and beverage revenues for the three months ended March 31, 1996, increased
to $1,994,000 from $1,952,000 in the first three months of 1995. This increase
is attributable to increases in food revenues, primarily from increased dinner
and banquet sales. Increases in these revenues can be associated with the
increased sales in the corporate individual and group business segments during
the first quarter of 1996, along with increases in food and beverage pricing and
the severe weather which stranded guests at the Inns.
Direct operating expenses increased for the quarter ended March 31, 1996 to
$8,630,000 from $8,448,000 during the corresponding quarter of 1995. A portion
of this increase is in lodging expenses, such as room amenities, travel agent
commissions and guest supplies, which are incurred in servicing the higher
rated market segments. In addition, other lodging and food and beverage
expenses increased during the first quarter of 1996 over the same quarter of
1995, representing inflationary increases in labor and food costs. Utility
costs increased substantially due to the severe winter weather incurred in the
first quarter of 1996, as compared to the milder winter months of the first
quarter of 1995. Other general and administrative costs increased, principally
because certain costs, such as credit card commissions, Inn management fees and
franchise fees are based upon and increase by revenues. Depreciation and
amortization decreased in the first quarter of 1996 from the previous quarter
of 1995, due to the original debt acquisition costs having been fully amortized
in the first quarter of 1995, and certain of the Inn's original franchise
acquisition fees also becoming fully amortized at the end of 1995.
Liquidity and Capital Resources
The following table represents the changes in cash and cash equivalents for
the three months ended March 31, 1996:
<TABLE>
<CAPTION>
<S> <C>
Net cash used in operating activities $ (1,899,000)
Net cash provided by investing activities 59,000
Net cash provided by financing activities 1,600,000
Net decrease in cash and cash equivalents $ ( 240,000)
</TABLE>
The Inns have historically experienced negative cash flow from operations in
the first quarter of each year. For the quarter ended March 31, 1996, operating
expenses exceeded operating revenues of the Inns and the Partnerships.
Net cash provided by investing activities totaled $59,000 for the three months
ended March 31, 1996, resulting from a net decrease in restricted cash of
$449,000, largely offset by cash utilized for capital improvements and
refurbishments of $390,000. The net decrease in restricted cash included a
reduction in the FF&E Reserve of $484,000 (the capital expenditures of $884,000
which were funded from the FF&E Reserve exceeded the $400,000 funded to the FF&E
Reserve at 5% of revenues, plus interest earned on the account) net of an
increase of $35,000 in the interest reserve and tax escrow accounts.
Cash provided by financing activities of $1,600,000 was from borrowings under
the Tranche B portion of the Priming Loan for operating cash deficiencies
during the first quarter of 1996.
The Partnerships anticipate that their future earnings, together with the
advances under the Priming Loan, will enable the Partnerships to pay all
operating expenses, service debt, create required reserves and satisfy the
current requirements under the HII franchise agreements. However, while
the Partnerships' budgets and capital plans reflect their present best estimates
of future events, those events are beyond the control of the Partnerships, the
General Partner and W&H, and no assurances can be given that the Partnerships
will have the liquidity to meet future operating and capital commitments.
Further, the "Holiday Inns" franchise of ten of the Inns will expire on June
30, 1997 and the franchises of two additional Inns will expire on December 31,
1997. Before the expiration of the franchise for any "Holiday Inn" property,
the property is inspected by HII and that inspection forms the basis for a
Property Improvement Plan ("PIP"), the completion of which is a condition to
the renewal of the franchise for the property. HII has inspected and prepared
PIP's for ten of the Inns, whose franchises expire in 1997. HII has indicated
that they may not renew the franchises of two of the Inns and accordingly has
not prepared a PIP for them. Based on those PIP's, Operating Partners' current
estimate of the cost of the capital expenditures could be in the range of
$13,000,000, although Operating Partners believes that the scope of work and
related costs are subject to negotiation. Accordingly, Operating Partners has
begun the process of evaluating, for each Inn, the relative benefits and costs
of renewing the "Holiday Inn" franchise for the Inn, operating the Inn under
other franchises that may be available, and operating the Inn without a
franchise affiliation. In addition, Operating Partners will evaluate
improvements and expenditures included in each PIP in order to identify those
items that Operating Partners believes will enhance the Inn's ability to
compete in its market and will add value to the Inn, and those improvements or
expenditures that Operating Partners believes to be less necesary or to add
little value. Operating Partners will then negotiate with HII the scope of the
work included in each PIP and the length of time that will be required to
complete such improvements. Generally, in connection with the renewal of the
franchise for an Inn, Operating Partners will have one year, which may be
negotiable, from the franchise expiration date to complete the capital
improvements included in the PIP. It is anticipated that those capital
improvements will be financed partially from the FF&E Reserve and from
additional financing, if available. However, there can be no assurance that
additional financing will be available, or that the Partnerships can obtain
financing. Further, the Priming Loan and Restated Loan agreements require
prior approval by the Lenders of any franchise changes, capital expenditures
or additional financing.
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 and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the under-
signed thereunto duly authorized.
PRIME MOTOR INNS LIMITED PARTNERSHIP
(Registrant)
By: Prime-American Realty Corp.
General Partner
Date: May 10, 1996 By: /s/ S. Leonard Okin
Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1000
<CASH> 552
<SECURITIES> 0
<RECEIVABLES> 646
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2248
<PP&E> 51240
<DEPRECIATION> 0
<TOTAL-ASSETS> 55069
<CURRENT-LIABILITIES> 4307
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 55069
<SALES> 8727
<TOTAL-REVENUES> 8824
<CGS> 3622
<TOTAL-COSTS> 86306
<OTHER-EXPENSES> 1480
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1516
<INCOME-PRETAX> (2802)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2802)
<EPS-PRIMARY> (.69)
<EPS-DILUTED> (.69)
</TABLE>
