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 June 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 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 -
June 30, 1998 and December 31, 1997 3
Consolidated Statements of Operations - Three
and Six Months Ended June 30, 1998 and 1997 5
Consolidated Statement of Partners' Equity (Deficit) -
Six Months Ended June 30, 1998 6
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1998 and 1997 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 14
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30,
1998 December 31,
ASSETS (Unaudited) 1997
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,462 $ 989
Accounts receivable, net - 823
Other receivables 6,700 -
Prepaid expenses - 719
Other current assets - 295
Total current assets 12,162 2,826
Property and equipment,
net of accumulated depreciation
and amortization - 45,563
Cash and cash equivalents restricted for:
Acquisition of property
and equipment - 2,165
Interest and taxes - 728
Total restricted cash and
cash equivalents - 2,893
Other assets, net - 425
$ 12,162 $ 51,707
</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>
June 30,
1998 December 31,
Liabilities and Partners' Equity (Deficit) (Unaudited) 1997
<S> <C> <C>
Current liabilities:
Trade accounts payable $ 6 $ 481
Field Liability 500 -
Accrued payroll - 614
Accrued payroll taxes - 149
Accrued vacation - 453
Accrued utilities - 287
Sales tax payable - 265
Gross income taxes payable 1,008 -
Other current liabilities 12 486
Total current liabilities 1,526 2,735
Long-term debt - 63,544
Deferred interest - 1,974
Accrued shared appreciation - 4,500
Other liabilities - 205
Total long-term - 70,223
Total liabilities 1,526 72,958
Commitments
Partners' equity (deficit):
General partner ( 466) ( 784)
Limited partners 11,102 (20,467)
Total partners' equity (deficit) 10,636 (21,251)
$ 12,162 $ 51,707
</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)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenues:
Direct operating revenues:
Lodging $ 7,177 $ 11,997 $ 15,266 $ 19,583
Food and beverage 1,548 2,516 3,680 4,634
Other Income 110 83 219 182
Total revenues 8,835 14,596 19,165 24,399
Expenses:
Direct operating expenses:
Lodging 1,611 2,623 3,672 4,628
Food and beverage 1,300 2,148 3,103 3,950
Marketing 598 985 1,406 1,798
Utilities 336 620 1,046 1,461
Repairs and maintenance 531 1,021 1,300 1,833
Rent 223 330 560 659
Insurance 144 139 365 378
Property taxes 218 367 551 734
Other 1,415 2,282 3,424 4,205
Other general and administrative 602 137 1,428 372
Depreciation and amortization 582 953 1,580 1,892
Interest expense 952 1,519 2,386 3,029
Shared appreciation expense 750 - 1,875 -
Net gain on sale of Inn (805) - (805) -
Net gain on sale of AMI (35,621) - (35,621) -
Total expenses (27,164) 13,124 (13,730) 24,939
Net income (loss) before taxes 35,999 1,472 32,895 (540)
Provision for gross income taxes (1,008) - (1,008) -
Net income (loss) 34,991 1,472 31,887 (540)
Net income (loss) allocable to
general partner 350 15 318 (5)
Net income (loss) allocable to
limited partners $ 34,641 $ 1,457 $ 31,569 $ (535)
Number of limited partner
units outstanding 4,000 4,000 4,000 4,000
Net income (loss) allocable to
limited partners per unit $ 8.66 $ 0.36 $ 7.89 $ (0.13)
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
(Dollars in Thousands)
Unaudited
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998
General Limited
Partner Partners Total
<S> <C> <C> <C>
Balance at January 1, 1998 $ (784) $ (20,467) $ (21,251)
Net income for the six months
ended June 30, 1998 318 31,569 31,887
Balance at June 30, 1998 $ (466) $ 11,102 $ 10,636
</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>
Six Months Ended
June 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 31,887 $ (540)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization of property
and equipment 1,410 1,781
Amortization of other assets 170 111
Amortization of debt discount 20 24
Gain on sale of Inn (805) -
Gain on sale of AMI (35,621) -
Increase (decrease) from changes in:
Accounts receivable (105) (138)
Prepaid expenses 144 710
Other current assets (4) (22)
Other assets (517) (125)
Trade accounts payable (21) (107)
Accrued payroll and payroll taxes 49 (30)
Accrued vacation (32) 3
Accrued utilities (85) (24)
Sales tax payable 176 247
Gross income taxes payable 1,008 -
Other current liabilities 208 149
Deferred interest (380) (418)
Accrued shared appreciation 1,875 -
Other liabilities 819 (5)
Net cash provided by operating activities 196 1,616
Cash flows from investing activities:
Additions to property and equipment (87) (791)
Increase in restricted cash (552) (345)
Cash balances acquired by SAC as part
of the purchase price (2,184) -
Net proceeds from sale of Inn 2,098 -
Net proceeds from sale of AMI 5,300 -
Net cash provided by (used in) investing activities 4,575 (1,136)
Cash flows form financing activities:
Repayment of Tranche A loan (298) -
Borrowings under revolving credit facility 1,800 1,600
Repayments of revolving credit facility (1,800) (1,600)
Net cash used in financing activities (298) -
Net increase in cash and cash equivalents 4,473 480
Cash and cash equivalents, beginning of period 989 834
Cash and cash equivalents, end of period $ 5,462 $ 1,314
Supplementary cash flow data:
Interest paid $ 1,312 $ 3,423
</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. ("AMI"), referred
to collectively as the "Partnerships", contain all adjustments, consisting
of normal recurring adjustments, necessary to present fairly the financial
position of the Partnerships as of June 30, 1998, their results of operations
for the three and six months ended June 30, 1998 and 1997, and their cash flows
for the six months ended June 30, 1998 and 1997.
On May 28, 1998 the Limited Partners approved the sale of, and Servico
Acquisition Corp. ("SAC"), a wholly owned subsidiary of Servico, Inc.
("Servico"), acquired, the Partnership's 99% limited partnership interest in
AMI for $12,000,000 in cash and assumption of the outstanding indebtedness
and other obligations of AMI. Since AMI was sold on May 28, 1998, the
results of operations for the six months ended June 30, 1998 include the
operations of the Inns for the five months ended May 28, 1998.
Information included in the consolidated balance sheet as of December 31, 1997
has been derived from the audited balance sheet in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1997 filed with the
Securities and Exchange Commission (the "1997 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 1997
Form 10-K.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements
and reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the accounts of the Partnership
and for AMI through May 28, 1998 (the date of the sale of AMI to SAC). AMI
operates under a 52/53 week fiscal year (1998 and 1997 are fifty two week
years). 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.
Inventories:
Inventories were stated at the lower of cost or market, with cost determined
on the first-in, first-out method. Inventories at December 31, 1997 consisted
of Food ($130,000), Beverage ($64,000) and Linen ($11,000).
Property and Equipment
Property and equipment were stated at the lower of cost or fair market value.
Expenditures for improvements and major renewals were capitalized.
Expenditures for maintenance and repairs, which do not extend the useful life
of the asset, were expensed as incurred. For financial statement purposes,
provision was made for depreciation and amortization using the straight-line
method over the lesser of the estimated useful lives of the assets, ranging
from 15 to 40 years for buildings and leasehold improvements and 3 to 10 years
for furniture and equipment, and the terms of the related leases. For federal
income tax purposes, accelerated methods were used in calculating depreciation.
Impairment of Long Lived Assets:
The Partnerships review for impairment and recoverability of property and
equipment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If an evaluation is
required, the estimated future undiscounted cash flows associated with the
asset would be compared to the assets carrying amount to determine if a
write-down to fair market value would be required. Properties held for sale
are stated at the lower of cost or fair value less cost to sell. No
write-downs have been recorded by the Partnerships under the provisions of
SFAS 121, "Accounting for the Impairment of Long-Lived Assets".
Other Assets:
Franchise fees, deferred lease costs and deferred debt acquisition costs were
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") managed the operations of the Inns
through May 28, 1998 pursuant to a management agreement with AMI. At
December 31, 1997 the Partnerships had approximately $57,000 in receivables
from an entity controlled by W&H which managed certain of the Inns' lounges.
4. OTHER ASSETS:
The components of other assets at December 31, 1997 were as follows:
<TABLE>
<CAPTION>
<S> <C>
Deferred lease costs $ 21, 000
Debt acquisition costs 2,839,000
Franchise fees 945,000
Other 4,000
3,809,000
Less accumulated
amortization 3,384,000
$ 425,000
</TABLE>
5. DEBT:
During the first quarter of 1998, AMI borrowed $1,800,000 from the revolving
credit portion of the Priming Loan, defined as the Tranche B Loan. This
borrowing funded operating expenses that could not be paid from operating
revenues during the first quarter. Operating Partners repaid the entire
$1,800,000 of the Tranche B Loan during the second quarter of 1998.
The entire debt was assumed upon purchase by SAC on May 28, 1998.
Long-term debt consisted of the following at December 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Mortgage Notes, net of
unamortized discount $ 54,240,000
Priming Loan 9,304,000
$ 63,544,000
</TABLE>
Unamortized discount on the Mortgage Notes was $109,000 at December 31, 1997.
6. GROSS INCOME TAXES PAYABLE
As a result of 1997 Federal income tax law changes applicable to certain
publicly-traded partnerships, effective on January 1, 1998, the Partnership
would have been classified as a corporation for Federal income tax purposes,
unless the Partnership made an election to be treated as an "electing
partnership". The General Partner beleived that it would be in the best
interests of the Partnership and the Unitholders to make this election, and
the General Partner has filed such an election with the Internal Revenue
Service. As an electing partnership, the Partnership will be entitled to retain
its tax status as a partnership for Federal income tax purposes, but will be
subject to a 3.5% tax on all gross income from the active conduct of trades
and businesses by the Partnership. The Partnership's distributive share of
gross income from its interest in AMI for the period ending May 28, 1998, the
date of the Sale, will be considered "gross income from the active conduct of a
trade or business" by the Partnership. Thus, the Partnership is subject
to such 3.5% tax on the gross income ("Gross Income Tax") from the operations
of AMI included in the Partnership's gross income. Additionally, the net gain
from the sale of the Partnership's 99% interest in AMI is also considered
gross income. In computing its taxable income, the Partnership will not
be entitled to a deduction for the Gross Income Tax, and thus, a
Unitholder's distributive share of the Gross Income Tax paid and a
Unitholder will not otherwise be entitled to a deduction for the Gross
Income Tax paid by the Partnership.
7. SALE OF AMI AND THE GENERAL PARTNER:
The Partnership sold its 99% limited partnership interest in AMI for
$12,000,000 to SAC on May 28, 1998. The Partnership is currently proceeding
with its Plan of Liquidation to dissolve and wind up its affairs. Other
general and administrative expenses include the $500,000 payable to Martin
W. Field (the "Field Liability"), which was approved at the Special Meeting
held on May 28, 1998 (the "Special Meeting"). The Partnership will begin
liquidating distributions in mid-August, 1998 to Unitholders of record as of
August 7, 1998.
The General Partner and its parent entered into an agreement with Servico
pursuant to which Servico acquired the General Partner's 1% general
partnership interest in AMI on May 28, 1998.
8. SHARED APPRECIATION:
The Restated Loan Agreement and the W&H Management Agreement provide for a
shared appreciation feature that calls for AMI to pay additional interest
and an additional incentive management fee to the Lenders and W&H,
respectively, based on (i) in the case of any Inn sold prior to the maturity
date of the Mortgage Notes, the amount (if any) by which the net sale price
of the Inn exceeds the amount of the Mortgage Notes allocated to it, and (ii)
in the case of the Inns still owned by AMI at the maturity date of the
Mortgage Notes, (December 31, 1999 or upon acceleration), the amount (if any)
by which the sale price or appraised value of such Inns exceeds the then
outstanding principal amount of the Mortgage Notes, with such computations
also being net of any obligations under the Priming Loan. However, no amount
is payable as additional interest or incentive management fees until all
obligations under the Priming Loan have been paid The Partnerships
periodically estimate the fair value of the Inns to determine if an accrual
is needed for future payments to the Lenders and W&H under the shared
appreciation feature. The Partnerships recorded as additional interest
and incentive management fees under the Restated Loan Agreement and the W&H
Management Agreement $4,500,000 in 1997 and an additional $1,875,000 in the
first six months of 1998. The Partnership will not be affected by or
recognize any additional interest and management fees accrued or paid by AMI
after May 28, 1998.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis set forth below is based on the financial
condition of the Partnerships at June 30, 1998 and the results of their
operations for the six months then ended. On November 7, 1997, following
efforts to arrange financing for Product Improvement Plans (PIPs) for the Inns
or to otherwise protect the interests of the Unitholders, the Partnership
signed a definitive agreement (amended on March 12, 1998) with Servico and
SAC to sell SAC the Partnership's 99% limited partnership interest in AMI.
That agreement was approved by the Unitholders at a meeting held on May 28,
1998. On May 28, 1998, pursuant to the agreement, as amended on March 12,
1998, SAC paid $12 million to the Partnership ($5,300,000 of which was paid
in cash and $6,700,000 of which, subject to adjustment, was credited to the
account of Servico, as a Unitholder) and acquired the Partnership's interest
in AMI subject to the outstanding indebtedness and other obligations of AMI.
On May 28, 1998 Servico acquired the 1% general partnership interest of the
General Partner in AMI. The Partnership understands that the General Partner
and its parent, Prime Hospitality, Inc., have waived all rights that they may
have to receive any distributions by the Partnership of the proceeds of the
sale of the Partnership's limited partnership interest in AMI.
Results of Operations
Prior to May 29, 1998, the Partnership derived its income from its 99%
interest in AMI, whose income is derived from the operations of the Inns.
Results of operations for the Partnership during the second quarter of 1998
and for the first six months ended June 30, 1998, reflect operations of the
Inns through May 28, 1998. In addition, AMI sold the Baltimore Pikesville
Inn on May 1, 1998. The timing difference between the quarter and six months
end and the sale of the Inn creates the variances which are reflected in the
direct operating revenues and direct operating expenses.
The Partnership had net income of $31,887,000 for the six months ended June
30, 1998,, as compared to a net loss of $540,000 for the six months ended
June 30, 1997. The 1998 net income includes a net gain of $35,621,000 on
the sale of AMI to SAC, and a net gain of $805,000 on the sale of the
Pikesville Inn.
Total revenues for the second quarter of 1998 were $8,835,000 as compared to
$14,596,000 in the second quarter of 1997. The variance in revenues between
these two quarters is due to (a) the second quarter of 1998 reflecting the
operations of 14 Inns for only two months (as a result of the sale of AMI on
May 28, 1998), compared to three months of operations in the second quarter
of 1997, (b) the second quarter of 1998 reflecting the operations of the
Pikesville Inn for only one month (as a result of the sale of that Inn on May
1, 1998), compared to three months of operations in the second quarter of
1997, and (c) the second quarter of 1998 not reflecting operations of the
Glen Burnie South Inn (as a result of the sale of that Inn in July, 1997),
compared to three months of operations in the second quarter of 1997.
The following table compares lodging revenues, occupancy percentage levels
and ADR, for the periods indicated (lodging revenues, occupancy percentage
and ADR for the three months and six months ended June 30, 1998 reflect two
months and five months, respectively, of the operations of 14 Inns and one
month and four months, respectively, of the operations of the Pikesville Inn):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Lodging Revenues $7,177,000 $11,997,000 $15,266,000 $19,583,000
Occupancy 68.9% 70.0% 57.8% 59.5%
ADR $77.98 $73.95 $74.17 $71.07
</TABLE>
As discussed above, direct operating expenses for the second quarter of 1998
as compared to the second quarter of 1997 reflect timing differences.
Therefore, an adequate discussion of the comparison to the second quarter of
1997 cannot be made. Other general and administrative expenses included the
$500,000 payable as the Field Liability, which was approved at the Special
Meeting held on May 28, 1998. Depreciation and amortization expense and
interest expense reflect declines between the second quarter of 1998 and
1997, which is a result of the two and three month timing differences and
property sales between the quarters. An additional $750,000 was accrued in
the second quarter of 1998 under the shared appreciation feature of the
Restated Loan Agreement and the W&H Management Agreement which was not
incurred during the second quarter of 1997.
Having completed the sale of its interest in AMI, the Partnership intends to
file all applicable tax returns and to pay all entity level taxes, to make
the Field Liability payment, to pay all expenses of administration and
liquidation of the Partnership, to distribute to the Unitholders all funds
remaining after paying the expenses of winding up and liquidation, to
terminate its registration under the Securities Exchange Act of 1934 and to
cancel its existence under the Delaware Revised Uniform Limited Partnership
Act. The Partnership has fixed the close of business on August 7, 1998 as
the record date for all liquidating distributions to Unitholders.
While transfers of Units after August 7, 1998 will not be prohibited and
will be recognized on the books of the transfer agent, transferees will not
be entitled to receive liquidating distributions from the Partnership.
The Partnership expects to make a preliminary liquidating distribution in
the amount of $2 per Unit in mid-August, 1998.
PART II. OTHER INFORMATION AND SIGNATURES
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
During the quarter ended June 30, 1998 the Partnership filed
a Report of Form 8-K on May 28, 1998. In addition, the
Partnership filed a Report on Form 8-K on August 6,
1998 relating to the fixing of the record date
for liquidating distributions.
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: August 10, 1998 By: /s/ S. Leonard Okin
S. Leonard Okin
Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-END> JUN-30-1998 JUN-30-1998
<CASH> 0 5462
<SECURITIES> 0 0
<RECEIVABLES> 0 6700
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 12162
<CURRENT-LIABILITIES> 0 1189
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 0 12162
<SALES> 8725 18976
<TOTAL-REVENUES> 8835 19165
<CGS> 2911 6775
<TOTAL-COSTS> 9262 22696
<OTHER-EXPENSES> (36426) (36426)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 952 2386
<INCOME-PRETAX> 35999 32895
<INCOME-TAX> (671) (671)
<INCOME-CONTINUING> 35328 32224
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 35328 32224
<EPS-PRIMARY> 8.74 7.97
<EPS-DILUTED> 8.74 7.97
</TABLE>
