UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 30, 1999
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-11980
ANNTAYLOR, INC.
---------------
(Exact name of registrant as specified in its charter)
Delaware 51-0297083
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
142 West 57th Street, New York, NY 10019
- ---------------------------------- -----
(Address of principal executive offices) (Zip Code)
(212) 541-3300
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether 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 .
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
Outstanding as of
Class November 26, 1999
----- -----------------
Common Stock, $1.00 par value 1
The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
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INDEX TO FORM 10-Q
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed Consolidated Statements of Operations
for the Quarters and Nine Months Ended October 30,
1999
and October 31, 1998.....................................3
Condensed Consolidated Balance Sheets at
October 30, 1999 and January 30, 1999....................4
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended October 30, 1999 and
October 31, 1998.........................................5
Notes to Condensed Consolidated Financial Statements.......6
Item 2.Management's Discussion and Analysis of Results
of Operations................................ ...........8
PART II.OTHER INFORMATION
Item 1.Legal Proceedings.........................................13
Item 6.Exhibits and Reports on Form 8-K..........................14
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<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ANNTAYLOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Quarters and Nine Months Ended October 30, 1999 and
October 31, 1998
(unaudited)
Quarters Ended Nine Months Ended
-------------- -----------------
Oct. 30, Oct. 31, Oct. 30, Oct. 31,
1999 1998 1999 1998
---- ---- ---- ----
(in thousands)
Net sales.......................... $272,289 $227,535 $787,436 $649,098
Cost of sales ..................... 122,414 103,117 380,319 318,412
------- ------- ------- -------
Gross profit ...................... 149,875 124,418 407,117 330,686
Selling, general and
administrative expenses .... 108,122 91,571 302,890 256,989
Amortization of goodwill .......... 2,760 2,760 8,280 8,280
------- ------- ------- -------
Operating income .................. 38,993 30,087 95,947 65,417
Interest expense .................. 866 4,718 6,450 13,692
Other expense, net ................ 541 73 1,351 310
------- ------- ------- -------
Income before income taxes and
extraordinary loss 37,586 25,296 88,146 51,415
Income tax provision .............. 16,138 11,222 38,570 23,878
------- ------- ------- -------
Income before extraordinary loss .. 21,448 14,074 49,576 27,537
Extraordinary loss (net of
income tax benefit
of $641,000) .................. -- -- 962 --
------- ------- ------- -------
Net income......................... $ 21,448 $ 14,074 $ 48,614 $ 27,537
======== ======== ======== ========
See accompanying notes to condensed consolidated financial
statements.
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<PAGE> 4
ANNTAYLOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
October 30, 1999 and January 30, 1999
October 30, January 30,
1999 1999
---- ----
(unaudited)
(in thousands)
ASSETS
Current assets
Cash and cash equivalents ........................ $ 50,467 $ 67,031
Accounts receivable, net ......................... 77,244 71,049
Merchandise inventories .......................... 165,334 136,748
Prepaid expenses and other current assets ........ 29,673 23,637
-------- --------
Total current assets ........................... 322,718 298,465
Property and equipment, net .......................... 171,440 151,785
Goodwill, net ........................................ 311,419 319,699
Deferred financing costs, net ........................ 5,661 2,627
Other assets ......................................... 3,568 2,841
-------- --------
Total assets ................................... $814,806 $775,417
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable ................................. $ 65,672 $ 65,419
Accrued salaries and bonus ....................... 19,537 17,132
Accrued tenancy .................................. 8,235 8,465
Accrued expenses ................................. 31,626 37,535
Current portion of long-term debt ................ 1,282 1,206
-------- --------
Total current liabilities ...................... 126,352 129,757
Long-term debt ....................................... 114,072 204,576
Other liabilities .................................... 13,341 12,386
Commitments and contingencies
Stockholder's equity
Common stock, $1.00 par value; 1 share authorized;
1 share issued and outstanding .................. 1 1
Additional paid-in capital ....................... 438,491 354,762
Retained earnings ................................ 122,549 73,935
-------- --------
Total stockholder's equity .................. 561,041 428,698
-------- --------
Total liabilities and stockholder's equity .. $814,806 $775,417
======== ========
See accompanying notes to condensed consolidated financial
statements.
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<PAGE> 5
ANNTAYLOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended October 30, 1999 and October 31,
1998
(unaudited)
Nine Months Ended
-----------------
October 30, October 31,
1999 1998
---- ----
(in thousands)
Operating activities:
Net income.......................................... $ 48,614 $ 27,537
Adjustments to reconcile net income
to net cash provided
by operating activities:
Extraordinary loss ............................... 1,603 --
Provision for loss on accounts receivable ........ 672 1,086
Depreciation and amortization .................... 22,882 21,798
Amortization of goodwill ......................... 8,280 8,280
Non-cash interest ................................ 1,982 955
Amortization of deferred compensation ............ 1,151 301
Deferred income taxes ............................ (2,000) (218)
Loss on disposal of property and equipment........ 1,217 336
(Increase) decrease in:
Receivables .................................. (6,867) (10,642)
Merchandise inventories ...................... (28,586) (51,292)
Prepaid expenses and other
current assets ............................ (5,036) (2,947)
Increase (decrease) in:
Accounts payable ............................. 253 19,707
Accrued expenses ............................. (3,734) 13,133
Other non-current assets and liabilities, net 1,229 149
------- -------
Net cash provided by operating activities .......... 41,660 28,183
------- -------
Investing activities:
Purchases of property and equipment ................ (43,755) (30,502)
------- -------
Net cash used by investing activities .............. (43,755) (30,502)
------- -------
Financing activities:
Payments on mortgage ............................... (897) (832)
Parent company activity ............................ 91,953 659
Redemption of 8-3/4% Notes ......................... (101,375) ---
Payment of deferred financing costs ................ (4,150) (2,653)
------- -------
Net cash used by financing activities .............. (14,469) (2,826)
------- -------
Net decrease in cash ................................. (16,564) (5,145)
Cash, beginning of period ............................ 67,031 31,369
------- -------
Cash, end of period................................... % 50,467 $ 26,224
======= =======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest............ % 6,804 $ 11,675
======= =======
Cash paid during the period for income taxes........ % 34,334 $ 23,080
======= =======
See accompanying notes to condensed consolidated financial
statements.
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<PAGE> 6
ANNTAYLOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The condensed consolidated financial statements of AnnTaylor, Inc. (the
"Company") are unaudited but, in the opinion of management, contain all
adjustments (which are of a normal recurring nature) necessary to present fairly
the financial position, results of operations and cash flows for the periods
presented. All significant intercompany accounts and transactions have been
eliminated.
The results of operations for the 1999 interim period shown in this report
are not necessarily indicative of results to be expected for the fiscal year.
The January 30, 1999 condensed consolidated balance sheet amounts have been
derived from the previously audited consolidated balance sheet of the Company.
Detailed footnote information is not included for the quarters ended
October 30, 1999 and October 31, 1998. The financial information set forth
herein should be read in conjunction with the Notes to the Company's
Consolidated Financial Statements contained in the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999.
2. LONG-TERM DEBT
The following summarizes long-term debt outstanding at October 30, 1999:
(in thousands)
Note Payable to ATSC,
net of discount of $87,978,000...... $111,094
Mortgage............................. 4,260
-------
Total debt ...................... 115,354
Less current portion................. 1,282
-------
Total long-term debt.............. $114,072
========
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<PAGE> 7
ANNTAYLOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
2. LONG-TERM DEBT (CONTINUED)
To facilitate the securities repurchase program described in Note 3 and the
Company's capital expenditure program, on September 7, 1999 the Company entered
into an amendment to its senior secured revolving credit facility (the "Credit
Facility") with its bank lending group that eliminated the Credit Facility's
limitation on annual capital expenditures, replacing it with a fixed charge
coverage ratio covenant, and specifically permits the securities repurchase
program. Additionally, the Company elected to reduce the commitment of the
lenders under the Credit Facility by $25,000,000 to $125,000,000 from
$150,000,000 effective September 3, 1999, and the term of the Credit Facility
was extended to June 30, 2001.
3. SECURITIES REPURCHASE PROGRAM
During the third quarter of Fiscal 1999, the Board of Directors authorized
the Company's participation in the securities repurchase program of AnnTaylor
Stores Corporation, the Company's parent corporation ("ATSC"), under which ATSC
and the Company were authorized to purchase up to $40 million of ATSC's common
stock and/or its convertible debentures due 2019 (the "Convertible Debentures")
through open market purchases and/or in privately negotiated transactions. As of
October 30, 1999, ATSC repurchased 700,000 shares of its common stock for an
aggregate purchase price of $26,816,000. During November 1999, ATSC purchased an
additional 332,500 shares of its common stock for an aggregate purchase price of
$13,118,000, completing the securities repurchase program. All of the
repurchased shares became treasury shares of ATSC and may be used for general
corporate and other purposes. No Convertible Debentures were repurchased under
the program.
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<PAGE> 8
TEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Nine Months Ended
-----------------
October 30, October 31,
1999 1998
---- ----
Number of Stores:
Open at beginning of period ...... 365 324
Opened during period ............. 44 37
Expanded during period* ......... 7 6
Closed during period ............. 7 2
Open at end of period ............ 402 359
Type of Stores Open at End of Period:
Ann Taylor stores ................ 318 303
Ann Taylor Factory Stores ........ 11 14
Ann Taylor Loft stores ........... 73 42
- --------------------
* Expanded stores are excluded from comparable store sales for
the first year following expansion.
NINE MONTHS ENDED OCTOBER 30, 1999 COMPARED TO NINE MONTHS ENDED
OCTOBER 31, 1998
The Company's net sales in the first nine months of 1999 increased to
$787,436,000 from $649,098,000 in the first nine months of 1998, an increase of
$138,338,000 or 21.3%. The increase is attributable to the opening of new
stores, the expansion of existing stores and an increase in comparable store
sales of 10.9%. Management believes that the increase in comparable store sales
was primarily attributable to favorable customer reaction to the Company's
product offerings and merchandise assortment.
Gross profit as a percentage of net sales increased to 51.7% in the first
nine months of 1999 from 50.9% in the first nine months of 1998. This increase
in gross margin primarily reflects a higher initial markup rate, reflecting
on-going improvements achieved by the Company's sourcing division, offset in
part by a higher markdown rate on goods that were sold below full price. Gross
margin also benefited in the first quarter of 1999 from a greater percentage of
merchandise being sold at full price compared to the first quarter of 1998.
Selling, general and administrative expenses represented 38.5% of net sales
in the first nine months of 1999, compared to 39.6% of net sales in the first
nine months of 1998. The decrease in selling, general and administrative
expenses as a percentage of net sales was primarily attributable to increased
leverage on
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<PAGE> 9
fixed expenses resulting from increased comparable store sales and improved
operating efficiencies, partially offset by an increase in marketing
expenditures in support of the Company's strategic initiatives to enhance the
Ann Taylor brand.
As a result of the foregoing, the Company had operating income of
$95,947,000, or 12.2% of net sales, in the first nine months of 1999, compared
to operating income of $65,417,000, or 10.1% of net sales, in the first nine
months of 1998. Amortization of goodwill was $8,280,000 in each of the first
nine months of 1999 and 1998. Operating income, without giving effect to
goodwill amortization, was $104,227,000, or 13.2% of net sales, in the 1999
period and $73,697,000, or 11.4% of net sales, in the 1998 period.
Interest expense was $6,450,000 in the first nine months of 1999 and
$13,692,000 in the first nine months of 1998. The decrease in interest expense
is attributable to the forgiveness during the second quarter of 1999 of the
intercompany note issued by the Company to ATSC in August 1998, the redemption
during the second quarter of 1999 of the Company's 8-3/4% Notes due 2000, and to
greater interest income earned on cash on hand, offset in part by interest
expense on the Note Payable to ATSC that was issued in the second quarter of
1999.
The income tax provision was $38,570,000, or 43.8% of income before income
taxes and extraordinary loss, in the 1999 period, compared to $23,878,000, or
46.4% of income before income taxes in the 1998 period. The effective income tax
rate for both periods differed from the statutory rate primarily because of
non-deductible goodwill amortization.
On July 22, 1999, the Company redeemed its outstanding 8-3/4% Notes. This
resulted in an extraordinary charge to earnings in the first nine months of
Fiscal 1999 of $962,000, net of income tax benefit.
As a result of the foregoing factors, the Company had net income of
$48,614,000, or 6.2% of net sales, for the first nine months of 1999, compared
to net income of $27,537,000 or 4.2% of net sales, for the first nine months of
1998.
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<PAGE> 10
YEAR 2000 STATUS
Many computer systems use only two digits to identify a year (for example,
"99" is used for the year "1999"). As a result, these systems may be unable to
process accurately dates later than December 31, 1999, since they may recognize
"00" as the year "1900", instead of the year "2000". This anomaly is often
referred to as the "Year 2000 compliance" issue. Since 1997, the Company has
been executing a plan to remediate or replace affected systems on a timely
basis. Equipment and other non-information technology systems that use
microchips or other embedded technology, such as certain conveyor systems at the
Company's distribution center, are also covered by the Company's Year 2000
compliance project.
The Company's Year 2000 compliance project includes four phases: (1)
evaluation of the Company's owned or leased systems and equipment to identify
potential Year 2000 compliance issues; (2) remediation or replacement of Company
systems and equipment determined to be non-compliant (and testing of remediated
systems before returning them to production); (3) inquiry regarding Year 2000
readiness of material business partners and other third parties on whom the
Company's business is dependent; and (4) development of contingency plans, where
feasible, to address potential third party non-compliance or failure of material
Company systems.
The initial phase of the Company's Year 2000 compliance project was the
evaluation of all software, hardware and equipment owned, leased or licensed by
the Company, and identification of those systems and equipment requiring Year
2000 remediation. This analysis was completed during Fiscal 1998.
All material computer software, hardware and equipment in the Company's
sourcing offices located outside of the United States, and U.S. home offices,
distribution center and retail stores that was not Year 2000 compliant has been
remediated or replaced.
Over the past few years, the Company's strategic plan has included
significant investment in and modernization of many of the Company's computer
systems. As a result, much of the costs and timing for replacement of certain of
the Company's systems that were not Year 2000 compliant were already anticipated
as part of the Company's planned information systems spending and did not need
to be accelerated as a result of the Company's Year 2000 project. The total cost
to the Company specifically associated with addressing the Year 2000 issue with
respect to its systems and equipment has not been, and is not anticipated to be,
material to the Company's financial position or results of operations in any
given year. The Company estimates that the total additional cost of managing its
Year 2000 project, remediating existing systems and replacing non-compliant
systems, is approximately $2.4 million, of which approximately $1.3 million is
being expensed as incurred (including $965,000 expensed in Fiscal 1998, and
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<PAGE> 11
$275,000 in the first nine months of Fiscal 1999), and $1.1 million which was
capitalized (including $855,000 capitalized in Fiscal 1998 and approximately
$175,000 in the first nine months of 1999).
Although the Company believes its Year 2000 compliance efforts with respect
to its systems will be successful, any failure or delay could result in actual
costs and timing differing materially from that presently contemplated, and in a
disruption of business. The Company is developing a contingency plan to permit
its primary operations to continue if the Company's modifications and
conversions of its systems are not successfully completed on a timely basis, but
the foregoing cost estimates do not take into account any expenditures arising
out of a response to any such contingencies that materialize. The Company's cost
estimates also do not include time or costs that may be incurred as a result of
third parties' failure to become Year 2000 compliant on a timely basis.
The Company has been communicating with its business partners, including
key manufacturers, vendors, banks and other third parties with whom it does
business, to obtain information regarding their state of readiness with respect
to the Year 2000 issue. During the first quarter of fiscal 1999, the Company
completed an initial assessment of the Year 2000 readiness of those third
parties whose services are most significant to the Company's business. The
Company has continued to monitor the Year 2000 readiness of its key suppliers of
goods and services throughout the year. Failure of third parties to remediate
Year 2000 issues affecting their respective businesses on a timely basis, or to
implement contingency plans sufficient to permit uninterrupted continuation of
their businesses in the event of a failure of their systems, could have a
material adverse effect on the Company's business and results of operations.
Potential interruptions of such third parties' business or service to the
Company resulting from Year 2000 issues will be addressed in the Company's
contingency planning efforts, discussed below.
The Company's Year 2000 compliance project includes development of a
contingency plan designed to support critical business operations in the event
of the occurrence of systems failures or the occurrence of reasonably likely
worst case scenarios. The Company operates a large number of retail stores in
widely disbursed geographical locations, and Company merchandise is manufactured
by a large number of suppliers. The Company believes that these factors will
help to mitigate the adverse impact of potential Year 2000 failures by third
party suppliers or utilities. The Company believes that the most reasonably
likely worst case scenarios would involve an interruption of the supply of
merchandise to the Company's stores, as a result of the delay in completion of
the Company's merchandise orders by manufacturers, or a delay in the delivery of
merchandise to the Company's stores due to a disruption of service at ports of
export or at the U.S. port of import, or a disruption in service by
transportation providers, or a disruption in operation of the Company's
distribution center. The Company has developed contingency plans for its
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<PAGE> 12
business functions and has analyzed the plans to ensure their adequacy to
address potential disruption to the extent practicable.
The Company may not be able to compensate adequately for business
interruption caused by certain third parties. Potential risks include suspension
or significant curtailment of service or significant delays by banks, utilities
or common carriers, or at U.S. ports of entry. The Company's business also could
be materially adversely affected by the failure of governmental agencies to
address Year 2000 issues affecting the Company's operations. For example, a
significant amount of the Company's merchandise is manufactured outside the
United States, and the Company is dependent upon the issuance by foreign
governmental agencies of export visas for, and upon the U.S. Customs Service to
process and permit entry into the United States of, such merchandise. If
failures in government systems result in the suspension or delay of these
agencies' services, the Company could experience significant interruption or
delays in its inventory flow.
The costs and timing for management's completion of Year 2000 compliance
modification and testing processes, and management's assessment and contingency
planning with respect to reasonably likely worst case scenarios, are based on
management's best judgement and estimates, which were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources, the success of third parties' Year 2000 compliance efforts and other
factors. There can be no assurance that these assumptions will be realized or
that actual results will not vary materially.
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<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously disclosed in the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1999 filed with the Securities and Exchange
Commission on March 29, 1999, ATSC, the Company, certain current and former
officers and directors of ATSC and the Company, and Merrill Lynch & Co.
("Merrill Lynch") and certain of its affiliates, are defendants in a purported
class action lawsuit, originally filed on April 26, 1996, by certain alleged
stockholders of ATSC in the United States District Court for the Southern
District of New York. (Novak v. Kasaks, et al., No. 96 CIV 3073 (S.D.N.Y.
1996)). On November 9, 1998, the District Court issued an order granting the
defendant's motion to dismiss the amended complaint with prejudice for its
failure to plead fraud with particularity. On or about December 15, 1998, the
plaintiffs filed a notice of appeal to the United States Court of Appeals for
the Second Circuit, seeking review of the District court's order. Merrill Lynch,
its affiliates and the two directors who previously served on the Company's
Board of Directors as representatives of certain affiliates of Merrill Lynch,
have reached a proposed settlement with the plaintiffs, which provides, among
other things, for the establishment of a settlement fund in the amount of
$3,000,000 plus interest, which is subject to court approval. The action as
against these defendants has been remanded by the Court of Appeals to the
District Court for proceedings in connection with that settlement. The District
Court has certified the class only for the purpose of effecting the proposed
settlement. The settling parties seek the entry of a contribution bar order that
purportedly would bar and enjoin any non-settling defendant from making any
claim for contribution against any of the settling defendants or released
parties. A settlement hearing has been set by the District Court for December
14, 1999. The appeal as against the remaining defendants, including the Company,
is pending before the Second Circuit Court of Appeals. As a result, any
liability that may arise from this action cannot be predicted at this time. The
Company believes that the amended complaint is without merit and intends to
continue to defend the action vigorously.
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<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
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<PAGE> 15
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.
AnnTaylor, Inc.
Date: December 14, 1999 By: /s/ J. Patrick Spainhour
---------------- ---------------------------
J. Patrick Spainhour
Chairman and Chief
Executive Officer
Date: December 14, 1999 By: /s/ Barry Erdos
---------------- ---------------------------
Barry Erdos
Executive Vice President -
Chief Financial Officer
and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SUMMARY CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND CONDENSED
CONSOLIDATED BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000850090
<NAME> ANNTAYLOR, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-END> OCT-30-1999
<CASH> 50,467
<SECURITIES> 0
<RECEIVABLES> 65,822
<ALLOWANCES> 627
<INVENTORY> 165,334
<CURRENT-ASSETS> 322,718
<PP&E> 302,757
<DEPRECIATION> 131,317
<TOTAL-ASSETS> 814,806
<CURRENT-LIABILITIES> 126,352
<BONDS> 111,094
0
0
<COMMON> 1
<OTHER-SE> 561,040
<TOTAL-LIABILITY-AND-EQUITY> 814,806
<SALES> 787,436
<TOTAL-REVENUES> 787,436
<CGS> 380,319
<TOTAL-COSTS> 380,319
<OTHER-EXPENSES> 312,521
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,450
<INCOME-PRETAX> 88,146
<INCOME-TAX> 38,570
<INCOME-CONTINUING> 49,576
<DISCONTINUED> 0
<EXTRAORDINARY> 962
<CHANGES> 0
<NET-INCOME> 48,614
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
