<PAGE> 1
===============================================================================
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 quarterly period ended June 30, 1997
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 1-10934
LAKEHEAD PIPE LINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 39-1715850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
LAKE SUPERIOR PLACE
21 WEST SUPERIOR STREET
DULUTH, MN 55802-2067
(Address of principal executive offices and zip code)
(218) 725-0100
(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
--- ---
The Registrant had 20,090,000 Class A Common units outstanding as at August 11,
1997.
===============================================================================
<PAGE> 2
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Income
for the three-month and six-month periods ended June 30, 1997
and 1996..................................................... 1
Consolidated Statement of Cash Flows
for the six-month periods ended June 30, 1997 and 1996....... 2
Consolidated Statement of Financial Position
as at June 30, 1997 and December 31, 1996.................... 3
Consolidated Statement of Partners' Capital
for the six-months ended June 30, 1997....................... 4
Notes to Consolidated Financial Statements.................... 4
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................. 6
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K................................ 9
SIGNATURE ................................................................ 10
When used in this document, the words "anticipate," "believe," "expect,"
"estimate," and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, believed, expected or estimated. For
additional discussion of such risks, uncertainties and assumptions, see the
Partnership's 1996 Annual Report on Form 10-K.
<PAGE> 3
- -------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
LAKEHEAD PIPE LINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Three months ended Six months ended
June 30, June 30,
(unaudited; dollars in millions,
except per unit amounts) 1997 1996 1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating Revenue $ 66.9 $ 65.9 $135.6 $133.9
- -------------------------------------------------------------------------------
Expenses
Power 14.7 14.4 31.8 30.9
Operating and administrative 15.6 13.9 31.7 30.2
Depreciation 9.7 10.0 19.5 19.9
Provision for prior years'
rate refunds (Note 4) - - - 20.1
- -------------------------------------------------------------------------------
40.0 38.3 83.0 101.1
- -------------------------------------------------------------------------------
Operating Income 26.9 27.6 52.6 32.8
Interest Income 2.8 2.4 5.1 4.6
Interest Expense (10.2) (10.5) (20.3) (24.3)
Minority Interest (0.3) (0.3) (0.5) (0.2)
- -------------------------------------------------------------------------------
Net Income (Note 4) $ 19.2 $ 19.2 $ 36.9 $ 12.9
===============================================================================
Net Income Per Unit (Note 2) $ 0.75 $ 0.78 $ 1.46 $ 0.51
===============================================================================
Cash Distributions Paid Per Unit (Note 3) $ 0.68 $ 0.64 $ 1.36 $ 1.28
===============================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.
1
<PAGE> 4
- -------------------------------------------------------------------------------
LAKEHEAD PIPE LINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six months ended
June 30,
(unaudited; dollars in millions) 1997 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Operating Activities
Net income $ 36.9 $ 12.9
Adjustments to reconcile net income to
cash provided from operating activities:
Depreciation 19.5 19.9
Accrued rate refunds and related interest (Note 4) 1.9 34.0
Other 0.7 -
Changes in operating assets and liabilities:
Accounts receivable and other 5.5 (3.3)
Materials and supplies (0.2) (0.3)
General Partner and affiliates (1.8) (2.0)
Accounts payable and other (6.8) 11.8
Interest payable 2.3 (1.1)
Property and other taxes (3.4) (4.0)
Payment of rate refunds and related interest (Note 4) (13.3) -
- -------------------------------------------------------------------------------
41.3 67.9
- -------------------------------------------------------------------------------
Investing Activities
Additions to property, plant and equipment (32.9) (36.6)
Short-term investments, net (25.3) (13.5)
- -------------------------------------------------------------------------------
(58.2) (50.1)
- -------------------------------------------------------------------------------
Financing Activities
Issuance of variable rate financing - 31.0
Distributions to partners (33.6) (31.4)
Minority interest (0.4) (0.3)
- -------------------------------------------------------------------------------
(34.0) (0.7)
- -------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents * (50.9) 17.1
Cash and Cash Equivalents at Beginning of Period 89.6 77.0
- -------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $ 38.7 $ 94.1
===============================================================================
</TABLE>
* Cash equivalents are defined as all highly marketable securities with a
maturity of three months or less when purchased. Short-term investments are
those marketable securities which have a maturity of more than three months
when purchased.
See accompanying notes to the consolidated financial statements.
2
<PAGE> 5
-------------------------------------------------------------------------------
LAKEHEAD PIPE LINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
June 30, December 31,
(unaudited, except for December 31, 1996; dollars in millions) 1997 1996
- -------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 38.7 $ 89.6
Short-term investments 109.0 83.7
Due from General Partner and affiliates 0.3 -
Accounts receivable and other 21.7 27.2
Materials and supplies 7.2 7.0
- -------------------------------------------------------------------------------------------
176.9 207.5
- -------------------------------------------------------------------------------------------
Deferred Charges and Other 4.7 4.9
- -------------------------------------------------------------------------------------------
Property, Plant and Equipment
At cost 916.4 884.2
Accumulated depreciation (139.5) (120.7)
- -------------------------------------------------------------------------------------------
776.9 763.5
- -------------------------------------------------------------------------------------------
$ 958.5 $ 975.9
===========================================================================================
LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities
Due to General Partner and affiliates $ - $ 1.5
Accounts payable and other 10.0 16.8
Interest payable 5.5 3.2
Property and other taxes 7.7 11.1
Current portion of accrued rate refunds and related interest 29.0 29.0
- -------------------------------------------------------------------------------------------
52.2 61.6
Long-Term Debt 463.0 463.0
Accrued Rate Refunds and Related Interest (Note 4) 38.9 50.3
Minority Interest 1.5 1.4
Contingencies (Note 5)
- -------------------------------------------------------------------------------------------
555.6 576.3
- -------------------------------------------------------------------------------------------
Partners' Capital
General Partner 2.4 1.6
Class B Common Unitholder (units issued - 3,912,750) (Note 6) 23.1 21.7
Class A Common Unitholders (units issued - 20,090,000) (Note 6) 377.4 376.3
- -------------------------------------------------------------------------------------------
402.9 399.6
- -------------------------------------------------------------------------------------------
$ 958.5 $ 975.9
===========================================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE> 6
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
LAKEHEAD PIPE LINE PARTNERS, L.P.
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
- -------------------------------------------------------------------------------------
Class B Class A
(unaudited, except for December 31, 1996; General Common Common
dollars in millions) Partner Unitholder Unitholders Total
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Partners' Capital at December 31, 1996 $ 1.6 $ 21.7 $ 376.3 $ 399.6
Net Income Allocation 1.8 6.7 28.4 36.9
Distributions to Partners (1.0) (5.3) (27.3) (33.6)
- -------------------------------------------------------------------------------------
Partners' Capital at June 30, 1997 $ 2.4 $ 23.1 $ 377.4 $ 402.9
=====================================================================================
</TABLE>
See accompanying notes to the consolidated financial statements.
- --------------------------------------------------------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
- --------------------------------------------------------------------------------
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with United States generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, they contain all adjustments, consisting of normal recurring
adjustments and a non-recurring adjustment to the first quarter of 1996 to
reflect a tariff rate agreement approved by the Federal Energy Regulatory
Commission ("FERC") in October 1996, which management considers necessary to
present fairly the financial position as at June 30, 1997 and December 31,
1996; the results of operations for the three and six month periods ended
June 30, 1997 and 1996; and cash flows for the six month periods ended June
30, 1997 and 1996. The results of operations for the six months ended June
30, 1997 should not be taken as indicative of the results to be expected for
the full year. The interim financial statements should be read in
conjunction with the Partnership's consolidated financial statements and
notes thereto presented in the Partnership's 1996 Annual Report on Form
10-K.
2. Net Income Per Unit
Net income per unit is computed by dividing net income, after deduction
of the General Partner's allocation, by the number of Class A and Class B
Common units outstanding (24,002,750). Net income allocated to the General
Partner for the three and six month periods ended June 30, 1997, was $1.2
million and $1.8 million, respectively, as compared to $0.4 million and $0.6
million for the same periods last year. The increase was a result of the
additional incentive income allocated to the General Partner due to the
increases in cash distributions per unit as provided for in the Partnership
Agreement.
4
<PAGE> 7
3. Cash Distribution
On July 17, 1997, the Board of Directors of the General Partner announced
an increase of $0.10 per unit in the quarterly cash distribution.
Accordingly, the distribution declared for the quarter ended June 30, 1997
was $0.78 per unit. The distribution will be made on August 14, 1997 to
unitholders of record on July 31, 1997.
4. Accrued Rate Refunds and Related Interest
Results for 1996 were restated to reflect the rate refunds and related
interest accrued in response to the 1996 tariff rate agreement entered into
between the Partnership and customer representatives (the "Settlement
Agreement"). Results for the three months ended June 30, 1996 reflect only
the portion of the accrual related to the second quarter as the first
quarter 1996 results were restated to reflect the portion related to the
first quarter and prior years. Net income for the first quarter of 1996 was
therefore reduced by $23.0 million, or $0.95 per unit. As provided in the
Settlement Agreement, refunds are being paid through a 10% reduction on
current rates. This reduction will continue for another two years or until
all refunds have been made. With the exception of interest that continues
to accrue on the unpaid balance, all refunds due as a result of the
Settlement Agreement were accrued and reflected in net income prior to 1997.
5. Environmental Contingencies
The Partnership is subject to federal and state laws and regulations
relating to the protection of the environment. Environmental risk is
inherent to crude oil pipeline operations and the Partnership could, at
times, be subject to environmental cleanup and enforcement actions. The
General Partner manages this environmental risk through appropriate
environmental policies and practices to minimize the impact to the
Partnership. To the extent that the Partnership is unable to recover
environmental costs in its rates or through insurance, the General Partner
has agreed to indemnify the Partnership from and against any costs relating
to environmental liabilities associated with the pipeline system prior to
its transfer to the Partnership in 1991. This excludes any liabilities
resulting from a change in laws after such transfer. The Partnership
continues to voluntarily investigate past leak sites for the purpose of
assessing whether any remediation is required in light of current
regulations, and to date no material environmental risks have been
identified.
6. Common Units
As previously announced, the period during which the Partnership's
Preference units had certain cash distribution priorities over the
Partnership's Common units expired, in accordance with the terms of the
Partnership Agreement, with the distribution paid in February 1997. Since
then, all Partnership units have equal rights with respect to cash
distributions. To more accurately reflect this status, the Preference units
were renamed Class A Common units and the existing Common units were renamed
Class B Common units. This name change does not affect any Unitholder's
ownership rights in the Partnership. Unitholders need not exchange
Preference unit certificates for Class A Common unit certificates, as the
Preference unit certificates will automatically be treated as such.
5
<PAGE> 8
- -------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- -------------------------------------------------------------------------------
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996
Net income for the six months ended June 30, 1997 was $36.9 million, or $1.46
per unit. The first six months of last year included provisions for prior
years' rate refunds ($20.1 million) and interest ($3.2 million) recorded to
reflect the retroactive aspects of the Settlement Agreement between the
Partnership and customer representatives. Excluding these provisions,
"recalculated" net income for the first six months of 1996 was $35.9 million,
or $1.46 per unit. Net income for the six months ended June 30, 1997 was
slightly higher than the recalculated amount for the same period last year due
to higher operating revenue, lower interest expense and greater interest
income, partially offset by higher total operating expenses.
Operating revenue increased slightly, primarily due to a greater proportion of
heavy crude oil deliveries, up 29% to 563,000 barrels per day. Because heavy
crude oil is more expensive to pump due to its higher viscosity, the tariff
rate for heavy crude oil is greater than that for lighter crude oils. Total
deliveries averaged 1,479,000 barrels per day for the first six months of 1997,
up 4% from the 1,424,000 averaged for the first half of last year. System
utilization, measured in barrel miles, was essentially unchanged from last
year, despite an increase in deliveries. This was due to a higher proportion
of shorter haul deliveries to the significant Midwest markets served by the
Partnership.
Excluding the provision for prior years' rate refunds ($20.1 million) from
1996, total operating expenses for the first six months of 1997 were slightly
higher than the same period of 1996 due to increased power costs and oil loss
expense. Oil loss expense increased as a result of operational considerations
and volatility in crude oil prices. Depreciation expense decreased slightly
despite growth in property, plant and equipment, due to the impact of revised
depreciation rates put in effect July 1, 1996. The depreciation rates were
revised to better represent the expected service life of the pipeline system.
Excluding the provision for interest related to prior years rate refunds ($3.2
million), interest expense for the first six months of 1997 was less than the
same period last year due to lower interest rates and balances with respect to
rate refunds payable, partially offset by interest on increased borrowings
under the Partnership's credit facility.
THREE MONTHS ENDED JUNE 30, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996
Net income for the three months ended June 30, 1997 was unchanged from the same
period of last year, as higher operating revenue, greater interest income and
lower interest expense were offset by higher total operating expenses.
Operating revenue increased slightly, primarily due to a greater proportion of
heavy crude oil deliveries, up 28% to 564,000 barrels per day. Total deliveries
averaged 1,457,000 barrels per day for the second quarter, up 4% from the
1,404,000 averaged for the second quarter of 1996. System utilization,
measured in barrel miles, remained largely unchanged from 1996 for the same
reasons noted in the previous section.
Total operating expenses for the three months ended June 30, 1997 were $1.7
million greater than the corresponding period in 1996, primarily due to
increased oil losses and power costs. Oil losses and
6
<PAGE> 9
power costs increased and depreciation and interest expense decreased for the
reasons noted in the previous section.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, cash, cash equivalents and short-term investments totaled
$147.7 million, down $25.6 million since December 31, 1996, as cash required
for distributions and capital expenditures exceeded cash generated from
operating activities. Of this $147.7 million, $20.1 million ($0.78 per unit)
was set aside for the cash distribution payable August 14, 1997, with the
remaining $127.6 million available for capital expenditures, distributions or
other business needs.
Cash flow from operating activities for the first six months of 1997 decreased
$26.6 million from the corresponding 1996 period, primarily due to the payment
of accrued rate refunds and related interest in 1997 and the collection of
operating revenue in 1996 that was subject to refund.
Capital expenditures for the first half of 1997 totaled $32.9 million, of which
$14.7 million was for the expansion program consisting primarily of a new
pipeline from Superior, Wisconsin to the Chicago, Illinois area ("SEP II").
The General Partner believes that the majority of the expenditures for
construction of this new pipeline will be incurred in 1998, with completion
planned for the second half of that year. The Partnership is considering a
number of alternatives to finance this expansion, including the use of existing
cash balances, borrowings and proceeds from the issuance of additional
Partnership units. Excluding expenditures for the new pipeline, the
Partnership expects 1997 capital expenditures to total approximately $45.0
million. These expenditures are expected to be financed with existing cash,
borrowed funds, and proceeds from the issuance of additional Partnership units.
GENERAL
On May 7, 1997 the Illinois Commerce Commission ("ICC") denied the
Partnership's application for a "Certificate of Public Convenience and
Necessity / Certificate in Good Standing". This Certificate is a necessary
first step toward receiving condemnation authority, should the Partnership need
such authority, in order to purchase easements from landowners along the
Illinois portion of the new line to Chicago ("Line 14"). The ICC does not have
jurisdiction to decide whether or not the Partnership can build the new line
through Illinois. The Partnership is continuing with its plans to build Line
14 while challenging the ICC's decision. The Partnership is currently seeking
and acquiring environmental and construction permits, which are separate from
the ICC proceedings.
Thus far, approximately 90 percent of the 455-mile Wisconsin-Illinois route has
been secured. The remaining 10 percent of the easements needed are largely in
northeastern Illinois. Purchase orders have been placed for the initial
construction materials, and $21.8 million has been expended on SEP II thus far.
The Partnership is strongly committed to completing Line 14 to meet the needs
of both producers in western Canada and the refineries in the upper Midwest who
depend on low cost western Canadian crude oil. With the completion of Line 14
and other facilities upstream of Superior, capacity serving the refineries in
Chicago and the upper Midwest will be increased by approximately 170,000
barrels per day. Completion of this project is a key component of further
expansions to the Interprovincial/Lakehead pipeline systems discussed below and
planned to be completed in phases over the next several years.
On April 10, 1997, the Partnership, in conjunction with its Canadian affiliate,
Interprovincial Pipe Line Inc., announced a four-stage expansion program to
increase western Canadian crude oil pipeline capacity. The expansion plan could
ultimately provide an additional 520,000 barrels per day of capacity at an
estimated cost of Cdn. $875 million. A majority of the expenditures will be
spent in Canada by Interprovincial, although approximately Cdn. $225 million,
or U.S. $170 million is projected to be
7
<PAGE> 10
spent by the Partnership. It is anticipated that this project will be completed
in stages over the period 1998 through 2005. This project is in addition to
the Line 14 expansion described above.
The Interprovincial pipeline system in Canada includes a section which extends
from Sarnia, Ontario, to Montreal, Quebec (the "Montreal Extension" or "Line
9"). The portion of the Montreal Extension from Sarnia to North Westover,
Ontario, is currently in west to east service. The section from North Westover
to Montreal has been purged with nitrogen and remains available for service.
Interprovincial and a group of refiners have developed the Line 9 project so
that crude oil imported into eastern Canada, through facilities of Portland
Pipe Line Corporation and Montreal Pipe Line Limited, can be transported on
Line 9 in an east to west direction from Montreal to the major refining centers
in Ontario. By application dated May 1, 1997, Interprovincial has petitioned
the National Energy Board of Canada ("NEB") for authorization to reverse the
direction of flow of the Montreal Extension. A NEB hearing regarding Line 9
commenced on August 5, 1997 and a decision is expected in the fourth quarter of
1997. A reversal of the Montreal Extension is not anticipated to have a
material adverse impact on the Partnership, as displaced volumes are expected
to be redirected to existing U.S. markets served by the Partnership.
Effective July 1, 1997, in compliance with the indexed rate ceilings allowed by
FERC, the Partnership increased its rates for transportation approximately
1.6%. An increase in rates is allowed under terms of the Settlement Agreement,
which provides that tariff rates are subject to indexing as prescribed by FERC.
The Partnership's December 31, 1996 Form 10-K provides a more detailed
discussion of FERC regulation, the indexed rate methodology, and the Settlement
Agreement.
8
<PAGE> 11
- -------------------------------------------------------------------------------
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------------
a) Exhibits
27.1 Financial Data Schedule as of and for the six months ended June 30,
1997.
b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 1997.
9
<PAGE> 12
SIGNATURE
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.
LAKEHEAD PIPE LINE PARTNERS, L.P.
(Registrant)
By: Lakehead Pipe Line Company, Inc.
as General Partner
/s/M. A. Maki
-----------------------------------------
M. A. Maki
Chief Accountant
(Principal Financial and
Accounting Officer)
August 11, 1997
10
<PAGE> 13
SIGNATURE
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.
LAKEHEAD PIPE LINE PARTNERS, L.P.
(Registrant)
By: Lakehead Pipe Line Company, Inc.
as General Partner
/S/ M.A. Maki
------------------------------------------
M. A. Maki
Chief Accountant
(Principal Financial and
Accounting Officer)
August 11, 1997
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 38,700
<SECURITIES> 109,000
<RECEIVABLES> 22,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 176,900
<PP&E> 916,400
<DEPRECIATION> 139,500
<TOTAL-ASSETS> 958,500
<CURRENT-LIABILITIES> 52,200
<BONDS> 463,000
0
0
<COMMON> 0
<OTHER-SE> 402,900
<TOTAL-LIABILITY-AND-EQUITY> 958,500
<SALES> 0
<TOTAL-REVENUES> 135,600
<CGS> 0
<TOTAL-COSTS> 83,000
<OTHER-EXPENSES> 500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,300
<INCOME-PRETAX> 36,900
<INCOME-TAX> 0
<INCOME-CONTINUING> 36,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 36,900
<EPS-PRIMARY> 1.46
<EPS-DILUTED> 1.46
</TABLE>
