<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 0-20677
FIRSTCITY LIQUIDATING TRUST
(Exact name of registrant as specified in its charter)
Texas 06-6414468
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1021 Main, Suite 2600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 651-7841
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
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of October 31, 1996,
2,460,911 units of Class B Beneficial Interests and 738,273 units of Class C
Beneficial Interests were outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
-------------- -------------
<S> <C> <C>
Assets, at estimated fair value
-------------------------------
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 11,219 $ 11,260
Note receivable from FirstCity Financial Corporation . . . . . . . - 2,000
Trust assets, net . . . . . . . . . . . . . . . . . . . . . . . 108,095 193,204
--------------- -------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . 119,314 206,464
--------------- -------------
Less liabilities at face or estimated amount
--------------------------------------------
Estimated administrative claims . . . . . . . . . . . . . . . . . . - 3,486
Payables and accrued liabilities . . . . . . . . . . . . . . . . . 976 1,197
-------------- -------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . 976 4,683
-------------- -------------
Commitments and contingencies . . . . . . . . . . . . . . . . . . . - -
Trust net asset value attributable to:
--------------------------------------
Class "A" Certificate, held by FirstCity Financial Corporation . . 61,327 162,245
Class "B" Certificate, 2,460,911 units outstanding . . . . . . . . 57,011 39,536
Class "C" Certificate, 738,273 units outstanding . . . . . . . . . - -
-------------- -------------
Total net asset value . . . . . . . . . . . . . . . . . . . $ 118,338 $ 201,781
============== =============
</TABLE>
CONSOLIDATED STATEMENTS OF INCOME AND
CHANGES IN NET ASSET VALUE IN LIQUIDATION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS INCEPTION TO NINE MONTHS
ENDED SEPTEMBER 30, SEPTEMBER 30, ENDED SEPTEMBER 30,
1996 1995 1996
---------- ---------- ---------
<S> <C> <C> <C>
Changes in fair value of trust assets . . . . . . . $ 10,591 $ 15,219 $ 36,490
Interest income on short-term investments . . . . . 167 181 637
Interest expense . . . . . . . . . . . . . . . . . (214) (1,336) (325)
Administrative expense . . . . . . . . . . . . . . (2,749) (2,189) (9,663)
---------- ---------- ---------
Net income . . . . . . . . . . . . . . . . . 7,795 11,875 27,139
---------- ---------- ---------
Net asset value, beginning of period . . . . . . . 163,228 - 201,781
Contribution of net assets by First City
Bancorporation of Texas, Inc. . . . . . . . - 182,872 -
Principal distribution on Class "A" Certificate . . (52,345) - (106,690)
Interest distribution on Class "A" Certificate . . (340) (2,320) (3,892)
---------- ---------- ---------
Net asset value, end of period . . . . . . . . . . $ 118,338 $ 192,427 $ 118,338
========== ========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 3
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS INCEPTION TO
ENDED SEPTEMBER 30, SEPTEMBER 30,
1996 1995
-------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 27,139 $ 11,875
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Changes in fair value of trust assets . . . . . . . . . . . . (36,490) (15,219)
Collections on trust assets, net of advances . . . . . . . . . 121,599 50,298
Purchase of Loss-Sharing assets . . . . . . . . . . . . . . . - (205,513)
Decrease in other liabilities . . . . . . . . . . . . . . . . (3,707) (1,896)
-------------- -------------
Net cash provided by (used in) operating activities . . . . 108,541 (160,455)
-------------- -------------
Cash flows from financing activities:
Borrowings under notes payable to banks . . . . . . . . . . . . . 52,300 73,000
Payments of notes payable to banks . . . . . . . . . . . . . . . (52,300) (33,000)
Advance from FirstCity Financial Corporation . . . . . . . . . . - 4,728
Repayment of advance from FirstCity Financial Corporation . . . . - (4,728)
Repayment of advance to FirstCity Financial Corporation . . . . . 2,000 -
Purchase of FirstCity senior subordinated notes . . . . . . . . . (4,000) -
Redemption of FirstCity senior subordinated notes . . . . . . . . 3,000 -
Capital contribution of First City Bancorporation
of Texas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . - 135,360
Interest and principal distribution on Class "A" Certificate . . (109,582) (2,320)
-------------- -------------
Net cash provided by (used in) financing activities . . . . . (108,582) 173,040
-------------- -------------
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . $ (41) $ 12,585
Cash, beginning of period . . . . . . . . . . . . . . . . . . . . 11,260 -
-------------- -------------
Cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $ 11,219 $ 12,585
============== =============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . $ 325 $ 1,031
============== =============
Non-cash financing activities:
Non-cash net assets contributed by First City
Bancorporation of Texas, Inc. . . . . . . . . . . . . . $ - $ 47,512
Cancellation of FirstCity senior subordinated notes . . . . (1,000) -
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1996
(A) Basis of Presentation
The unaudited consolidated financial statements of FirstCity
Liquidating Trust (the "Trust") reflect, in the opinion of management,
all adjustments, consisting only of normal and recurring adjustments,
necessary to present fairly the Trust's net assets in liquidation at
September 30, 1996, and its changes in net asset value in liquidation
and cash flows for the three month and nine month periods ended
September 30, 1996 and for the period from inception (July 3, 1995) to
September 30, 1995.
(B) Trust Assets
Trust assets are comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
-------------------------- ----------------------------
Legal Claim Estimated Legal Claim or Estimated
or Assigned Gross Cash Assigned Gross Cash
Type of Asset Value Flow Value Flow
------------- ------------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
Borrowers' obligation on
outstanding balance of:
Performing loans $ 70,786 $ 76,763 $ 139,705 $ 134,381
Nonperforming loans 11,571 4,085 225,921 60,454
Receivable from the FDIC 19,000 19,000 33,000 33,000
Real estate and other assets 49,767 49,767 60,734 33,305
------------ ----------- -------------- -----------
Total 151,124 149,615 459,360 261,140
------------ ----------- -------------- -----------
Discount required to reflect trust
assets at estimated fair value (43,029) (41,520) (266,156) (67,936)
------------ ----------- -------------- -----------
Trust assets, net $ 108,095 $ 108,095 $ 193,204 $ 193,204
============ =========== ============== ===========
</TABLE>
For each asset, estimates of income, expense and net cash flow on a
monthly basis through the expected final disposition date are
prepared. The individual asset budget is developed based upon factors
which include physical inspection of the asset or the collateral
underlying the related loan, local market conditions, contractual
payments or rents and discussions with the relevant borrower. The
Trust's management periodically reevaluates and revises its projected
monthly cash flows on an asset by asset basis. At September 30, 1996
and December 31, 1995, the projected monthly cash flows were
discounted at 11% to reflect the Trust's assets at estimated fair
value.
(C) Senior Notes Payable to Banks
The Trust had a revolving line of credit with two banks for borrowings
of up to $100 million. In connection with the Loss-Sharing
Settlement, $73 million was borrowed by the Trust and $27 million in
letters of credit were issued in favor of the Loss-Sharing Banks.
Payments reduced the outstanding balance to zero in November 1995. In
the first
3
<PAGE> 5
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
quarter of 1996, an amendment to the line of credit reduced the
letters of credit to zero and established a term loan for borrowings
up to $61 million. In connection with the early redemptions of senior
subordinated notes (see Note D), $19.8 million was borrowed in March
1996 (repaid in May 1996) and $32.5 million was borrowed in July 1996
(repaid in September 1996). The term loan expired and no further
borrowings are expected. Substantially all of the Trust's assets were
pledged to secure the loan.
(D) Distribution Priorities
The Trust is required to apply all proceeds from liquidation and
disposition of the Trust's assets first to payment of normal operating
expenses, including a servicing fee to FirstCity Financial
Corporation, a Delaware corporation ("FirstCity") and unpaid
administrative claims of First City Bancorporation of Texas, Inc., a
Delaware corporation (the "Debtor"). Second, Trust proceeds are
remitted to the senior lenders for payment of principal and interest
(see Note C). Third, Trust proceeds are distributed to FirstCity, the
sole Class A Certificate holder, for payment of (i) principal and
interest on senior subordinated notes, (ii) cumulative quarterly cash
dividends ($9.6 million accrued and undeclared at September 30, 1996)
at the annual rate of $3.15 per share (on 2,460,911 shares) and (iii)
redemption of nominal stated value of $51.7 million of FirstCity
special preferred stock on September 30, 1998. In the first quarter
of 1996, the Trust distributed $53.3 million to FirstCity for the
early redemption of senior subordinated notes. In the second quarter
of 1996, $1 million senior subordinated notes held by the Trust were
cancelled. On July 26, 1996, the Trust distributed $52.3 million to
FirstCity for early redemption of the remaining senior subordinated
notes. In the fourth quarter of 1996, the Trust intends to distribute
$9.6 million to First City to pay accrued dividends on special
preferred stock.
The fourth order of distribution of Trust proceeds is payments
pursuant to employment agreements with certain former employees of the
Debtor. Fifth, Class B Certificate holders (and, pursuant to bonus
agreements, certain former employees of the Debtor) are entitled to
distributions up to the Pour-Over Level (as hereinafter defined). The
bonus pool and executive long-term incentive plan provides for the
payment of $750,000 in bonuses to certain former employees of the
Debtor after the Trust achieves approximately $275 million of net
collections, the payment of another $750,000 after approximately $30
million of additional net collections and the payment of bonuses in
the amount of 5% of all net collections in excess of $305 million.
The Pour-Over Level (approximately $128 million at September 30, 1996)
is the liquidation preference on July 3, 1995 of the Debtor's Series B
and Series E preferred stock, less the nominal stated value of
FirstCity special preferred stock and the book value of FirstCity
common stock issued to the Series B and Series E holders, plus
interest at an annual rate of 6.5% from July 3, 1995. Lastly, Class C
Certificate holders receive distributions, if any, after all required
payments
4
<PAGE> 6
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(continued)
to Class B Certificate holders. No distributions to Class C
Certificate holders are anticipated.
The ultimate amounts to be distributed to the holders of the A, B and
C Certificates will result from the cash flow actually realized from
the liquidation of the non-cash Trust assets and contingent asset
claims. The determination of the net asset value of the Trust in the
accompanying consolidated statement of net assets is based upon
estimates of future cash flows. The actual cash flows and the timing
of such cash flows may vary significantly from those estimates, thus
affecting the final distributions to the Certificate holders.
(E) Investment Management Agreement
Pursuant to an investment management agreement, FirstCity manages the
liquidation of Trust assets and the Trust will pay FirstCity a 3%
servicing fee on collections (as defined) up to a specified level of
collections. Thereafter, the servicing fee percentage increases with
additional levels of collections. Administrative expenses include
$3.5 million in the nine months ended September 30, 1996 and $1.6
million for the period from inception through September 30, 1995 for
servicing fees.
(F) Contingencies
The Trust is involved in various legal proceedings in the ordinary
course of business. In the opinion of management of the Trust, the
resolution of such matters should not have a material adverse impact
on the financial condition, results of operations or liquidity of the
Trust.
5
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
During the first nine months of 1996, the estimated fair value
of the Trust's assets increased by approximately $36.5 million ($10.6 million
in the third quarter). Such increase in the net asset value of the Trust's
assets is attributable to several factors, including loan recoveries that
exceeded anticipated recoveries by approximately $1.4 million (none in the
third quarter) and an increase in the estimated residual value of the dividend
from the Federal Deposit Insurance Corporation (the "FDIC") to the Trust, in
the approximate amount of $3.5 million (none in the third quarter). Other
factors which contributed to the enhancement of the net asset value of the
Trust's assets, which are difficult to quantify, include (i) the appreciation
in value of certain assets attributable to a favorable interest rate
environment and the effect of such favorable interest rates on the
marketability of real estate and (ii) the increase in the estimated market
value of the Trust's assets that naturally occurs as the remaining life of the
Trust (and concomitantly the discount factor applied in calculating net asset
value) decreases.
In the first nine months of 1996, administrative expenses
totaled $9.7 million ($2.7 million in the third quarter), of which $3.5 million
($1.3 million in the third quarter) was comprised of servicing fees paid to
FirstCity.
Non-cash trust assets at September 30, 1996 and December 31,
1995 are comprised of the following (dollars in thousands):
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
--------------------------- ----------------------------
Legal Claim Estimated Legal Claim Estimated
or Assigned Gross Cash or Assigned Gross Cash
Type of Asset Value Flow Value Flow
- ------------- ------------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Borrowers' obligation on
outstanding balance of:
Performing loans . . . . . . . . . . . $ 70,786 $ 76,763 $ 139,705 $ 134,381
Nonperforming loans . . . . . . . . . 11,571 4,085 225,921 60,454
Receivable from the FDIC . . . . . . . . . 19,000 19,000 33,000 33,000
Real estate and other assets . . . . . . . 49,767 49,767 60,734 33,305
------------ ---------- ------------ -----------
Total . . . . . . . . . . . . . . . . 151,124 149,615 459,360 261,140
------------ ---------- ------------ -----------
Discount required to reflect
trust assets at estimated fair
value . . . . . . . . . . . . . . . (43,029) (41,520) (266,156) (67,936)
------------ ---------- ------------ -----------
Trust assets, net . . . . . . . . . . . . $ 108,095 $ 108,095 $ 193,204 $ 193,204
============ ========== ============ ===========
</TABLE>
For each asset, estimates of income, expense and net cash flow on a
monthly basis through the expected final disposition date are prepared. The
individual asset budget is developed based upon factors which include physical
inspection of the asset or the collateral underlying the related loan, local
market conditions, contractual payments or rents and discussions with the
relevant borrower. The Trust's management periodically reevaluates and revises
its projected
6
<PAGE> 8
monthly cash flows on an asset by asset basis. At September 30, 1996 and
December 31, 1995, the projected monthly cash flows were discounted at 11% to
reflect the Trust assets at estimated fair value.
The Trust also holds certain contingent asset claims, such as claims
against the former directors and officers of the Debtor, claims under fidelity
bonds and judgments and deficiencies arising from charged off loans to former
borrowers of the Debtor's banks. The estimated future cash flows from which
the net asset value of the Trust was derived include estimated future
collections which might be realized from such claims only when such amounts are
reasonably certain and estimable. (No value was assigned at September 30,
1996.) As a result, there can be no assurance that there will ever be any
material collections realized from such contingent asset claims.
At September 30, 1996, the net asset value attributable to the Class A
Certificate (of which the sole holder is FirstCity) was $61.3 million,
representing the $51.7 million nominal stated value of FirstCity's special
preferred stock and $9.6 million of accrued, but undeclared, dividends on
special preferred stock. In 1996, the Trust distributed $3.9 million to
FirstCity for payment of interest on senior subordinated notes and cancelled $1
million of senior subordinated notes held by the Trust. The Trust also
distributed $53.3 million on March 29, 1996, and $52.3 million on July 26,
1996, for early redemption of senior subordinated notes. These distributions
were made possible principally by $122 million in collections on Trust assets
in 1996. In connection with these early redemptions, the Trust borrowed $19.8
million (repaid in May 1996) and $32.5 million (repaid in September 1996),
respectively, under a loan agreement.
The Trust intends to distribute $9.6 million in the fourth quarter of
1996 to FirstCity for accrued dividends on special preferred stock. The Class
B Beneficial Interests were valued at $57.0 million at September 30, 1996.
Distributions to Class C Certificate holders are not ever expected.
7
<PAGE> 9
PART II - OTHER INFORMATION
Item 5. Other Information.
Pursuant to that certain Settlement Agreement dated as of June 22,
1994, as amended as of January 30, 1995 (the "Settlement Agreement"), by and
among the FDIC, in its corporate capacity ("FDIC-Corporate"), the FDIC, in its
capacity as receiver of each of certain banks (the "FDIC-Receivers") and the
Debtor and its related entities (the "First City Parties"), the FDIC-Receivers
were given the authority to, among other things, effect distributions of the
Surplus (as defined in the Settlement Agreement) generated out of the First
City Bank Receiverships (as defined in the Joint Plan of Reorganization for
FirstCity, as modified) to the First City Parties and defend certain
litigation and other disputed matters of the First City Parties, the
FDIC-Receivers, FDIC-Corporate and/or certain other parties. FCLT Loans, L.P.
is in the final stages of its negotiations of a conveyance and indemnification
agreement (the "Agreement") with the FDIC, in both its corporate capacity and
its capacity as a receiver, pursuant to which the FDIC-Receivers will make an
early final cash distribution of the Surplus. The FDIC terminated the First
City Bank Receiverships in November 1996. As a condition to the closing of the
First City Bank Receiverships and the receipt of the final distribution of the
Surplus, FCLT Loans, L.P. will be required, among other things, to provide
indemnity until March 1999 to the FDIC-Receivers against any unknown claims or
expenses in an aggregate amount up to $12 million. It is anticipated that such
negotiations will be finalized, the Agreement will be executed and the final
distribution of the Surplus in the approximate amount of $19.7 million ($2
million of which will be held in escrow by the FDIC until March 1999) will be
made to FCLT Loans, L.P. by the end of November 1996.
The amounts of items of income, gain, loss, and deduction to be
allocated to each of the Class A, Class B, and Class C Certificate holders for
the 1996 taxable year will be based, in part, on the amount of income earned by
the assets in the Trust, including the assets held through partnerships, as
well as the amount of gain or loss recognized on the sale of such assets.
Because of significant contingencies remaining as to what income, gain or loss
will be recognized, it is difficult to estimate at this time the amount of
income, gain or loss that will be allocated to any Certificate holder (and
consequently taken into account on such holder's own tax return). The Trust
expects to report to the Certificate holders within three to four weeks the
estimated amounts of income, gain or loss to be taken into account by the
Certificate holders for 1996.
8
<PAGE> 10
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
2.1* Joint Plan of Reorganization for First City Bancorporation
of Texas, Inc., as modified, under Chapter 11 of the United
States Bankruptcy Code, as confirmed by the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas division
on May 31, 1995.
3.1* The Liquidating Trust Agreement, dated as of July 3, 1995,
by and between First City Bancorporation of Texas, Inc. and
Shawmut Bank Connecticut, National Association (now Fleet
National Bank), as Trustee.
4.1* Form of Class B Certificate.
4.2* Form of Class C Certificate.
10.1* Investment Management Agreement, dated as of July 3, 1995,
by and between FirstCity, as Investment Manager, and the
Trust.
10.2* Employment Agreement, effective as of July 3, 1995, by and
between FCLT Loans Asset Corp. and Robert W. Brown.
10.3* Loan Agreement, dated as of July 11, 1995, among Loans,
L.P., Fleet National Bank, as Agent and as Lender, and
NationsBank of Texas, N.A., as Lender.
10.4** Settlement Agreement, dated as of June 22, 1994, as amended
as of January 30, 1995, by and among FDIC-Corporate, the
FDIC-Receivers and the First City Parties.
22.1* Subsidiaries of the Trust.
27.1 -- Financial Data Schedule.
----------------------------------
* Filed as the exhibit indicated to the Registration Statement on Form
10 filed with the Securities and Exchange Commission on May 1, 1996
and incorporated herein by reference.
** Filed as the exhibit indicated to the Registration Statement on Form
10/A filed with the Securities and Exchange Commission on July 10,
1996 and incorporated herein by reference.
(b) Reports on Form 8-K. No report on Form 8-K was filed by the
Registrant with the Commission during the quarterly period ended
September 30, 1996.
9
<PAGE> 11
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.
FLEET NATIONAL BANK, as Trustee
Date: November 14, 1996 /s/ Susan T. Keller
--------------------------------------
Name: Susan T. Keller
---------------------------------
Title: Vice President
--------------------------------
<PAGE> 12
Exhibit Index
Exhibit
No. Description
- ------- -----------
27.1 -- Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FIRSTCITY LIQUIDATING TRUST SEPTEMBER 30, 1996 FORM 10-Q FINANCIAL STATEMENTS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FIRSTCITY LIQUIDATING
TRUST SEPTEMBER 30, 1996 FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 11,219
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 108,095
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 119,314
<CURRENT-LIABILITIES> 976
<BONDS> 0
<COMMON> 0
61,327
0
<OTHER-SE> 57,011
<TOTAL-LIABILITY-AND-EQUITY> 119,314
<SALES> 36,490
<TOTAL-REVENUES> 37,127
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,663
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 325
<INCOME-PRETAX> 27,139
<INCOME-TAX> 0
<INCOME-CONTINUING> 27,139
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,139
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
