UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended September 30, 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 Number 1-10926
-------
PARTNERS PREFERRED YIELD II, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-4325984
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
701 Western Avenue
Glendale, California 91201-2349
- --------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080
--------------
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
-- --
The number of shares outstanding of the Company's classes of common stock as of
September 30, 1996:
3,130,103 shares of $.01 par value Series A shares
420,875 shares of $.01 par value Series B shares
247,574 shares of $.01 par value Series C shares
163,036 shares of $.01 par value Series D shares
------------------------------------------------
<PAGE>
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Condensed Balance Sheets at September 30, 1996
and December 31, 1995 2
Condensed Statements of Income for the three
and nine months ended September 30, 1996 and 1995 3
Condensed Statement of Shareholders' Equity for the
nine months ended September 30, 1996 4
Condensed Statements of Cash Flows for the
nine months ended September 30, 1996 and 1995 5
Notes to Condensed Financial Statements 6-7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
PART II. OTHER INFORMATION 11-12
<PAGE>
<TABLE>
PARTNERS PREFERRED YIELD II, INC.
CONDENSED BALANCE SHEETS
<CAPTION>
September 30, December 31,
1996 1995
-------------------- --------------------
(Unaudited)
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $ 2,091,000 $ 936,000
Rent and other receivables 68,000 64,000
Prepaid expenses 434,000 702,000
Real estate facilities at cost:
Building, land improvements and equipment 46,560,000 46,345,000
Land 15,060,000 15,060,000
-------------------- --------------------
61,620,000 61,405,000
Less accumulated depreciation (14,904,000) (13,373,000)
-------------------- --------------------
46,716,000 48,032,000
-------------------- --------------------
Total assets $49,309,000 $49,734,000
==================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable $ 725,000 $ 548,000
Dividends payable 966,000 1,404,000
Advance payments from renters 360,000 386,000
Shareholders' equity:
Series A common, $.01 par value,
4,619,515 shares authorized,
3,130,103 shares issued and
outstanding (3,172,303 shares issued
and outstanding in 1995) 31,000 32,000
Convertible Series B common, $.01 par
value, 420,875 shares authorized,
issued and outstanding 4,000 4,000
Convertible Series C common, $.01 par
value, 247,574 shares authorized,
issued and outstanding 2,000 2,000
Series D common, $.01 par value,
163,036 shares authorized, issued and
outstanding 2,000 2,000
Paid-in-capital 61,304,000 61,965,000
Cumulative income 24,153,000 20,669,000
Cumulative distributions (38,238,000) (35,278,000)
-------------------- --------------------
Total shareholders' equity 47,258,000 47,396,000
-------------------- --------------------
Total liabilities and shareholders' equity $49,309,000 $49,734,000
==================== ====================
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
PARTNERS PREFERRED YIELD II, INC.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------------ --------------------------------------
1996 1995 1996 1995
------------------ ------------------ --------------- -----------------
REVENUES:
<S> <C> <C> <C> <C>
Rental income $2,816,000 $2,690,000 $8,223,000 $7,841,000
Interest income 15,000 14,000 27,000 24,000
------------------ ------------------ --------------- -----------------
2,831,000 2,704,000 8,250,000 7,865,000
------------------ ------------------ --------------- -----------------
COSTS AND EXPENSES:
Cost of operations 890,000 816,000 2,572,000 2,417,000
Management fees paid to affiliate 150,000 161,000 428,000 470,000
Depreciation 514,000 500,000 1,531,000 1,494,000
Interest expense - - 12,000 6,000
Administrative 86,000 85,000 223,000 234,000
------------------ ------------------ --------------- -----------------
1,640,000 1,562,000 4,766,000 4,621,000
------------------ ------------------ --------------- -----------------
NET INCOME $1,191,000 $1,142,000 $3,484,000 $3,244,000
================== ================== =============== =================
Earnings per share:
Primary - Series A $0.35 $0.32 $1.00 $0.89
================== ================== =============== =================
Fully diluted - Series A $0.32 $0.29 $0.92 $0.83
================== ================== =============== =================
Dividends declared per share:
Series A $0.28 $0.28 $0.84 $0.84
================== ================== =============== =================
Series B $0.28 $0.28 $0.84 $0.84
================== ================== =============== =================
Weighted average common shares
outstanding:
Primary - Series A 3,130,103 3,232,636 3,138,192 3,235,747
================== ================== =============== =================
Fully diluted - Series A 3,798,552 3,901,085 3,806,641 3,904,196
================== ================== =============== =================
</TABLE>
See accompanying notes.
3
<PAGE>
<TABLE>
Partners Preferred Yield II, Inc.
Condensed Statement of Shareholders' Equity
(Unaudited)
<CAPTION>
Convertible Convertible
Series A Series B Series C Series D
Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1995 3,172,303 $32,000 420,875 $4,000 247,574 $2,000 163,036 $2,000
Net income - - - - - - - -
Repurchase of shares (42,200) (1,000) - - - - - -
Cash distributions declared:
$.84 per share - Series A - - - - - - - -
$.84 per share - Series B - - - - - - - -
--------- --------- -------- -------- -------- -------- --------- -------
Balances at
September 30, 1996 3,130,103 $31,000 420,875 $4,000 247,574 $2,000 163,036 $2,000
========= ========= ======== ======== ======== ======== ========= ========
</TABLE>
<TABLE>
Partners Preferred Yield II, Inc.
Condensed Statement of Shareholders' Equity
(Unaudited)
<CAPTION>
Cumulative Total
Paid-in Net Cumulative Shareholders'
Capital Income Distributions Equity
------- ------ ------------- -----------
<S> <C> <C> <C> <C>
Balances at
December 31, 1995 $61,965,000 $20,669,000 ($35,278,000) $47,396,000
Net income - 3,484,000 - 3,484,000
Repurchase of shares (661,000) - - (662,000)
Cash distributions declared:
$.84 per share - Series A - - (2,606,000) (2,606,000)
$.84 per share - Series B - - (354,000) (354,000)
--------- -------- ------------- ------------
Balances at
September 30, 1996 $61,304,000 $24,153,000 ($38,238,000) $47,258,000
=========== =========== ============ ============
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
PARTNERS PREFERRED YIELD II, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Nine Months Ended
September 30,
---------------------------------------------
1996 1995
--------------------- ---------------------
Cash flows from operating activities:
<S> <C> <C>
Net income $3,484,000 $3,244,000
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 1,531,000 1,494,000
Increase in rent and other receivables (4,000) (1,000)
Amortization of prepaid management fees 370,000 -
Increase in prepaid expenses (102,000) (1,000)
Increase in accounts payable 177,000 224,000
(Decrease) increase in advance payments from renters (26,000) 11,000
--------------------- ---------------------
Total adjustments 1,946,000 1,727,000
--------------------- ---------------------
Net cash provided by operating activities 5,430,000 4,971,000
--------------------- ---------------------
Cash flows from investing activities:
Additions to real estate facilities (215,000) (184,000)
--------------------- ---------------------
Net cash used in investing activities (215,000) (184,000)
--------------------- ---------------------
Cash flows from financing activities:
Distributions paid to shareholders (3,398,000) (3,572,000)
Advances from affiliate - 700,000
Repayment of advances from affiliate - (700,000)
Purchase of Company Series A common stock (662,000) (180,000)
--------------------- ---------------------
Net cash used in financing activities (4,060,000) (3,752,000)
--------------------- ---------------------
Net increase in cash and cash equivalents 1,155,000 1,035,000
Cash and cash equivalents at the beginning of the period 936,000 905,000
--------------------- ---------------------
Cash and cash equivalents at the end of the period $2,091,000 $1,940,000
===================== =====================
</TABLE>
See accompanying notes.
5
<PAGE>
PARTNERS PREFERRED YIELD II, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying unaudited condensed financial statements have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although management believes that the
disclosures contained herein are adequate to make the information presented
not misleading. These unaudited condensed financial statements should be
read in conjunction with the financial statements and related notes
appearing in the Company's Form 10-K for the year ended December 31, 1995.
2. In the opinion of management, the accompanying unaudited condensed
financial statements reflect all adjustments, consisting of only normal
accruals, necessary to present fairly the Company's financial position at
September 30, 1996 and December 31, 1995, the results of its operations for
the three and nine months ended September 30, 1996 and 1995 and its cash
flows for the nine months then ended.
3. The results of operations for the three and nine months ended September 30,
1996 are not necessarily indicative of the results expected for the full
year.
4. In 1995, the Company prepaid eight months of 1996 management fees at a
total cost of $370,000. The amount has been expensed as management fees
paid to affiliate during the nine months ended September 30, 1996.
5. In February 1996, the Company obtained an unsecured revolving credit
facility with a bank for borrowings up to $2,000,000 for working capital
purposes and to repurchase the Company's stock. Outstanding borrowings on
the credit facility, at the Company's option, bear interest at either the
bank's Prime Rate or the bank's LIBOR Rate plus 2.25%. Interest is payable
monthly and on January 31, 1999, all unpaid principal and accrued interest
is due and payable. During the six months ended June 30, 1996, the Company
borrowed and repaid $300,000 on its credit facility. At September 30, 1996,
there was no outstanding balance on the credit facility. The Company is
subject to certain covenants including cash flow coverages and dividend
restrictions. As of September 30, 1996, the Company was in compliance with
the covenants of the credit facility.
6
<PAGE>
6. In August 1996, the Company and Public Storage, Inc. ("PSI") agreed,
subject to certain conditions, to merge. Upon the merger, each outstanding
share of the Company's common stock series A (other than shares held by PSI
or by holders of the Company's common stock series A ("Series A
Shareholders") who have properly exercised dissenters' rights under
California law ("Dissenting Shares")) will be converted into the right to
receive cash, PSI common stock or a combination of the two, as follows: (i)
with respect to a certain number of shares of the Company's common stock
series A (not to exceed 20% of the outstanding common stock series A of the
Company, less any Dissenting Shares), upon a Series A Shareholder's
election, $20.39 in cash, subject to reduction as described below or (ii)
that number (subject to rounding) of shares of PSI common stock determined
by dividing $20.39, subject to reduction as described below, by the average
of the per share closing prices on the New York Stock Exchange of PSI
common stock during the 20 consecutive trading days ending on the fifth
trading day prior to the special meeting of the Company's shareholders. The
consideration paid by PSI to the Series A Shareholders in the merger will
be reduced by the amount of cash distributions required to be paid to the
Series A Shareholders by the Company prior to completion of the merger in
order to satisfy the Company's REIT distribution requirements ("Required
REIT Distributions"). The consideration received by the Series A
Shareholders in the merger, however, along with any Required REIT
Distributions, will not be less than $20.39 per share of the Company's
common stock series A, which amount represents the interest of the Series A
Shareholders in the market value of the Company's real estate assets at
June 30, 1996 (based on an independent appraisal) and the interest of the
Series A Shareholders in the estimated net asset value of its other assets
at December 31, 1996. Additional distributions will be made to the Series A
Shareholders to cause the Company's estimated net asset value allocable to
the Series A Shareholders as of the date of the merger to be substantially
equivalent to $20.39. Upon the merger, each share of the Company's common
stock series B, common stock series C and common stock series D would be
converted into the right to receive $12.26 in PSI common stock (valued as
in the case of the Company's common stock series A) plus (i) any additional
distributions equal to the amount by which the Company's estimated net
asset value allocable to the holders of the Company's common stock series
B, C and D as of the date of the merger exceeds $12.26 per share and (ii)
the estimated Required REIT Distributions attributable to the Company's
common stock series B of $0.83 per share. The common stock series A, B, C
and D of the Company held by PSI will be cancelled in the merger. The
merger is conditioned on, among other requirements, approval by the
Company's shareholders. It is expected that any merger would close in
December 1996. PSI is the Company's mini-warehouse operator and owns 27.9%
of the total combined shares of the Company's common stock series A, B, C
and D.
7
<PAGE>
PARTNERS PREFERRED YIELD II, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors occurring during the periods presented in the accompanying
Condensed Financial Statements.
RESULTS OF OPERATIONS.
- ----------------------
The Company's net income for the nine months ended September 30, 1996 and
1995 was $3,484,000 and $3,244,000, respectively, representing an increase of
$240,000 or 7%. Net income for the three months ended September 30, 1996 and
1995 was $1,191,000 and $1,142,000, respectively, representing an increase of
$49,000 or 4%. These increases are primarily the result of increases in property
net operating income (rental income less cost of operations, management fees
paid to affiliate and depreciation expense).
Rental income for the nine months ended September 30, 1996 and 1995 was
$8,223,000 and $7,841,000, respectively, representing an increase of $382,000 or
5%. Rental income for the three months ended September 30, 1996 and 1995 was
$2,816,000 and $2,690,000, respectively, representing an increase of $126,000 or
5%. These increases are primarily due to increased rental rates at a majority of
the Company's properties.
The Company's mini-warehouse operations had weighted average occupancy
levels of 91% for both the nine month periods ended September 30, 1996 and 1995.
Cost of operations (including management fees paid to affiliate and
depreciation expense) for the nine months ended September 30, 1996 and 1995 was
$4,531,000 and $4,381,000, respectively, representing an increase of $150,000 or
3%. Cost of operations for the three months ended September 30, 1996 and 1995
was $1,554,000 and $1,477,000, respectively, representing an increase of $77,000
or 5%. These increases are primarily attributable to increases in advertising
expense and property tax expense. Property taxes increased primarily due to an
increase in property tax rates at the Company's Colorado and Illinois
properties.
In 1995, the Company prepaid eight months of 1996 management fees on its
mini-warehouse operations (based on the management fees for the comparable
period during the calendar year immediately preceding the prepayment) discounted
at the rate of 14% per year to compensate for early payment. The Company has
expensed the prepaid management fees. The amount is shown as management fees
paid to affiliate in the condensed statement of income. As a result of the
prepayment, the Company saved approximately $66,000 in management fees, based on
the management fees that would have been payable on rental income generated in
the nine months ended September 30, 1996 compared to the amount prepaid.
During the nine months ended September 30, 1996, the Company incurred
$12,000 in interest expense on its line of credit facility compared to $6,000
incurred during the same period in 1995 which represented interest paid on
advances the Company had with an affiliate.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES.
- --------------------------------
Cash flows from operating activities ($5,430,000 in 1996) and cash reserves
were sufficient to meet all current obligations and distributions of the Company
during the nine months September 30, 1996.
In February 1996, the Company obtained an unsecured revolving credit
facility with a bank for borrowings up to $2,000,000 for working capital
purposes and to repurchase the Company's stock. Outstanding borrowings on the
credit facility, at the Company's option, bear interest at either the bank's
Prime Rate or the bank's LIBOR Rate plus 2.25%. Interest is payable monthly and
on January 31, 1999, all unpaid principal and accrued interest is due and
payable. During the six months ended June 30, 1996, the Company borrowed and
repaid $300,000 on its credit facility. At September 30, 1996, there was no
outstanding balance on the credit facility. The Company is subject to certain
covenants including cash flow coverages and dividend restrictions. As of
September 30, 1996, the Company was in compliance with the covenants of the
credit facility.
The Company's Board of Directors has authorized the Company to purchase up
to 800,000 shares of Series A common stock. The Company has repurchased 657,776
shares of Series A common stock, of which 42,200 shares were purchased in 1996.
The bylaws of the Company provide that, during 1999, unless shareholders
have previously approved such a proposal, the shareholders will be presented
with a proposal to approve or disapprove (a) the sale or financing of all or
substantially all of the properties and (b) the distribution of the proceeds
from such transaction and, in the case of a sale, the liquidation of the
Company.
The Company has elected and intends to continue to qualify as a real estate
investment trust ("REIT") for federal income tax purposes. As a REIT, the
Company must meet, among other tests, sources of income, share ownership, and
certain asset tests. The Company is not taxed on that portion of its taxable
income which is distributed to its shareholders provided that at least 95% of
its taxable income is so distributed to its shareholders prior to filing of the
Company's tax return. The primary difference between book income and taxable
income is depreciation expense. In 1995, the Company's federal tax depreciation
was $1,500,000.
SUPPLEMENTAL INFORMATION.
- -------------------------
The Company's funds from operations ("FFO") is defined generally by the
National Association of Real Estate Investment Trusts as net income before loss
on early extinguishment of debt and gain on disposition of real estate, plus
depreciation and amortization. FFO for the nine months ended September 30, 1996
and 1995 was $5,015,000 and $4,738,000, respectively. FFO for the three months
ended September 30, 1996 and 1995 was $1,705,000 and $1,642,000, respectively.
FFO is a supplemental performance measure for equity Real Estate Investment
Trusts used by industry analysts. FFO does not take into consideration principal
payments on debt, capital improvements, distributions and other obligations of
the Company. The only depreciation or amortization that is added to income to
derive FFO is depreciation and amortization directly related to physical real
estate. All depreciation and amortization reported by the Company relates to
physical real estate and does not include any depreciation or amortization
related to goodwill, deferred financing costs or other intangibles. FFO is not a
9
<PAGE>
substitute for the Company's net cash provided by operating activities or net
income computed in accordance with generally accepted accounting principles, as
a measure of liquidity or operating performance.
PROPOSED MERGER.
- ----------------
See footnote 6 to financial statements for a discussion of a proposed
merger.
10
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1 through 4 are inapplicable.
ITEM 5. Other Information
-----------------
In August 1996, the Company and Public Storage, Inc. ("PSI") agreed,
subject to certain conditions, to merge. Upon the merger, each outstanding
share of the Company's common stock series A (other than shares held by PSI
or by holders of the Company's common stock series A ("Series A
Shareholders") who have properly exercised dissenters' rights under
California law ("Dissenting Shares")) will be converted into the right to
receive cash, PSI common stock or a combination of the two, as follows: (i)
with respect to a certain number of shares of the Company's common stock
series A (not to exceed 20% of the outstanding common stock series A of the
Company, less any Dissenting Shares), upon a Series A Shareholder's
election, $20.39 in cash, subject to reduction as described below or (ii)
that number (subject to rounding) of shares of PSI common stock determined
by dividing $20.39, subject to reduction as described below, by the average
of the per share closing prices on the New York Stock Exchange of PSI
common stock during the 20 consecutive trading days ending on the fifth
trading day prior to the special meeting of the Company's shareholders. The
consideration paid by PSI to the Series A Shareholders in the merger will
be reduced by the amount of cash distributions required to be paid to the
Series A Shareholders by the Company prior to completion of the merger in
order to satisfy the Company's REIT distribution requirements ("Required
REIT Distributions"). The consideration received by the Series A
Shareholders in the merger, however, along with any Required REIT
Distributions, will not be less than $20.39 per share of the Company's
common stock series A, which amount represents the interest of the Series A
Shareholders in the market value of the Company's real estate assets at
June 30, 1996 (based on an independent appraisal) and the interest of the
Series A Shareholders in the estimated net asset value of its other assets
at December 31, 1996. Additional distributions will be made to the Series A
Shareholders to cause the Company's estimated net asset value allocable to
the Series A Shareholders as of the date of the merger to be substantially
equivalent to $20.39. Upon the merger, each share of the Company's common
stock series B, common stock series C and common stock series D would be
converted into the right to receive $12.26 in PSI common stock (valued as
in the case of the Company's common stock series A) plus (i) any additional
distributions equal to the amount by which the Company's estimated net
asset value allocable to the holders of the Company's common stock series
B, C and D as of the date of the merger exceeds $12.26 per share and (ii)
the estimated Required REIT Distributions attributable to the Company's
common stock series B of $0.83 per share. The common stock series A, B, C
and D of the Company held by PSI will be cancelled in the merger. The
merger is conditioned on, among other requirements, approval by the
Company's shareholders. It is expected that any merger would close in
December 1996. PSI is the Company's mini-warehouse operator and owns 27.9%
of the total combined shares of the Company's common stock series A, B, C
and D.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------
A) EXHIBITS: The following exhibits are included herein:
(2) Agreement and Plan of Reorganization between the Company and PSI.
Filed with PSI's Registration Statement No. 333-14161 and incorporated
herein by reference.
(27) Financial Data Schedule
B) REPORTS ON FORM 8-K
A Form 8-K dated August 15, 1996 was filed on August 16, 1996,
which reported under Item 5 that the Company and PSI had agreed,
subject to certain conditions, to merge.
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.
DATED: November 13, 1996
PARTNERS PREFERRED YIELD II, INC.
BY: /s/ Ronald L. Havner, Jr.
-----------------------------
Ronald L. Havner, Jr.
Senior Vice President and
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000870739
<NAME> PARTNERS PREFERRED YIELD II, INC.
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 2,091,000
<SECURITIES> 0
<RECEIVABLES> 502,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,593,000
<PP&E> 61,620,000
<DEPRECIATION> (14,904,000)
<TOTAL-ASSETS> 49,309,000
<CURRENT-LIABILITIES> 2,051,000
<BONDS> 0
0
0
<COMMON> 39,000
<OTHER-SE> 47,219,000
<TOTAL-LIABILITY-AND-EQUITY> 49,309,000
<SALES> 0
<TOTAL-REVENUES> 8,250,000
<CGS> 0
<TOTAL-COSTS> 4,531,000
<OTHER-EXPENSES> 223,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,000
<INCOME-PRETAX> 3,484,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,484,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,484,000
<EPS-PRIMARY> 1.00
<EPS-DILUTED> .92
</TABLE>
