UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
(Commission File Number 333-40495)
ICG FUNDING, LLC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of organization)
84-1434980
(I.R.S. Employer Identification No.)
161 Inverness Drive West
Englewood, Colorado 80112
(888) 424-1144 or (303) 414-5000
(Address of principal executive offices and registrant's
telephone numbers, including area codes)
ICG Funding, LLC has no securities registered pursuant to Sections
12(b) or 12(g) of the Act.
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
All of the issued and outstanding common securities of ICG Funding, LLC
are owned by ICG Communications, Inc.
<PAGE>
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ITEM 1. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . 3
Balance Sheets as of December 31, 1998 and March 31,
1999 (unaudited).. . . . . . . . . . . . . . . . . . . . 3
Statements of Operations (unaudited) for the Three
Months Ended March 31, 1998 and 1999 . . . . . . . . . . 4
Statement of Member's Equity (unaudited) for the
Three Months Ended March 31, 1999. . . . . . . . . . . . 5
Statements of Cash Flows (unaudited) for the Three
Months Ended March 31, 1998 and 1999 . . . . . . . . . . 6
Notes to Financial Statements, December 31, 1998
and March 31, 1999 (unaudited) . . . . . . . . . . . . . 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK . . . . . . . . . . . . . . . . . . . . . . . 13
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . 14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS . . . . . . . . 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . 14
ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . 14
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K . . . . . . . . . . . . . 14
Exhibit . . . . . . . . . . . . . . . . . . . . . . . . . 14
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . 14
2
<PAGE>
ICG FUNDING, LLC
Balance Sheets
December 31, 1998 and March 31, 1999 (unaudited)
<TABLE>
<CAPTION>
December 31, March 31,
1998 1999
-------------------- -------------------
(in thousands)
<S> <C> <C>
Assets
Current assets:
Dividends receivable $ 875 888
Restricted cash 8,693 8,693
-------------------- -------------------
Total current assets 9,568 9,581
-------------------- -------------------
Investment in ICG Preferred Stock 117,507 119,256
Restricted cash 8,219 6,208
-------------------- -------------------
Total assets $ 135,294 135,045
==================== ===================
Liabilities and Member's Equity
Current liability - dividends payable $ 1,116 1,116
Due to ICG 4,699 4,699
-------------------- -------------------
Total liabilities 5,815 5,815
-------------------- -------------------
Redeemable preferred securities
($133.4 million liquidation value
at March 31, 1999) 128,042 128,137
Member's equity:
Additional paid-in capital (note 3) 3,385 3,385
Accumulated deficit (1,948) (2,292)
-------------------- -------------------
Total member's equity 1,437 1,093
-------------------- -------------------
Commitments and contingencies
Total liabilities and member's equity $ 135,294 135,045
==================== ===================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ICG FUNDING, LLC
Statements of Operations (unaudited)
Three Months Ended March 31, 1998 and 1999
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------------------------
1998 1999
--------------------- ------------------
(in thousands)
<S> <C> <C>
Interest income $ 1,056 221
Dividend income 837 1,762
--------------------- ------------------
Net income 1,893 1,983
--------------------- ------------------
Preferred dividends on redeemable preferred securities,
including accretion of offering costs (2,327) (2,327)
--------------------- ------------------
Net loss available to common member $ (434) (344)
===================== ==================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
ICG FUNDING, LLC
Statement of Member's Equity (unaudited)
Three Months Ended March 31, 1999
<TABLE>
<CAPTION>
Additional Total
paid-in Accumulated member's
capital deficit equity
---------------- ----------------- ----------------
(in thousands)
<S> <C> <C> <C>
Balances at December 31, 1998 $ 3,385 (1,948) 1,437
Net income - 1,983 1,983
Preferred dividends on redeemable preferred
securities, including accretion of offering costs - (2,327) (2,327)
---------------- ----------------- ----------------
Balances at March 31, 1999 $ 3,385 (2,292) 1,093
================ ================= ================
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
ICG FUNDING, LLC
Statements of Cash Flows (unaudited)
Three Months Ended March 31, 1998 and 1999
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------------------------------
1998 1999
--------------------- ---------------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,893 1,983
Adjustment to reconcile net income to net cash provided by operating
activities:
Non-cash preferred dividends earned on ICG Preferred Stock
(837) (1,762)
------------------- -------------------
Net cash provided by operating activities 1,056 221
------------------- -------------------
Cash flows from investing activities:
Proceeds from sale of short-term investments 108,310 -
Purchase of ICG Preferred Stock (112,413) -
Decrease in restricted cash 1,894 2,011
------------------- -------------------
Net cash (used in) provided by investing activities (2,209) 2,011
------------------- -------------------
Cash flows from financing activities:
Proceeds from sale of ICG Common Stock 3,385 -
Payment of preferred dividends on redeemable preferred securities
(2,232) (2,232)
------------------- -------------------
Net cash provided by (used in) financing activities 1,153 (2,232)
------------------- -------------------
Cash and cash equivalents at December 31, 1998 and March 31, 1999 $ - -
=================== ===================
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
ICG FUNDING, LLC
Notes to Financial Statements
December 31, 1998 and March 31, 1999 (unaudited)
(1) Organization and Nature of Business
ICG Funding, LLC, a Delaware limited liability company (the "Company"), was
formed on September 17, 1997 as a special purpose limited liability company
existing for the exclusive purposes of: (i) issuing common and preferred
interests in the Company; (ii) using at least 85% of the net proceeds of
such issuances and related capital contributions (the "Net Proceeds") to
purchase shares of preferred stock of ICG Communications, Inc. ("ICG")
("ICG Preferred Stock") in a private placement; and (iii) investing a
portion of the remaining Net Proceeds in U.S. Treasury securities, to be
held in escrow in an amount sufficient to fund the cash payments of the
first thirteen quarterly dividends on the Company's preferred interests
(the "Redeemable Preferred Securities"). Unless previously dissolved, the
Company's term will continue until December 31, 2050.
ICG is the sole common member of the Company. The business and affairs of
the Company are conducted by ICG and ICG pays all of the Company's
administrative expenses, which are insignificant.
(2) Significant Accounting Policies
(a) Basis of Presentation
These financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December
31, 1998, as certain information and note disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the United
States Securities and Exchange Commission. The interim financial
statements reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of financial
position, results of operations and cash flows as of and for the
interim periods presented. Such adjustments are of a normal
recurring nature. Operating results for the three months ended
March 31, 1999 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1999.
(b) Net Loss Per Share
The Company's one issued and outstanding common limited liability
company security is owned directly by ICG. Accordingly, the
Company does not present net loss per share in its financial
statements as such disclosure is not considered to be meaningful.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion includes certain forward-looking statements
which are affected by important factors including, but not limited to, market
conditions affecting the price of ICG Common Stock, redemption of the Redeemable
Preferred Securities by ICG, exchange into ICG Common Stock by the Redeemable
Preferred Securityholders, the declaration and payment of preferred stock
dividends to the Company by ICG and the ability of ICG to pay the administrative
expenses of the Company, that could cause actual results to differ materially
from the forward-looking statements. The results for the three months ended
March 31, 1998 and 1999 have been derived from the Company's unaudited financial
statements included elsewhere herein.
Company Overview and Description of Significant Transactions
The Company was formed on September 17, 1997 as a special purpose
limited liability company existing for the exclusive purposes of: (i) issuing
common and preferred interests in the Company; (ii) using at least 85% of the
Net Proceeds of such issuances and related capital contributions to purchase
shares of preferred stock of ICG ("ICG Preferred Stock") in a private placement;
and (iii) investing a portion of the remaining Net Proceeds in U.S. Treasury
securities, to be held in escrow in an amount sufficient to fund the cash
payments of the first thirteen quarterly dividends on the Company's Redeemable
Preferred Securities.
On September 24 and October 3, 1997, the Company completed a private
placement of 6 3/4% Exchangeable Limited Liability Company Preferred Securities
Mandatorily Redeemable 2009 (the "Redeemable Preferred Securities") for gross
proceeds of $132.25 million. Net proceeds from the private placement, after
offering costs of approximately $4.7 million advanced by ICG, were approximately
$127.6 million. Restricted cash at March 31, 1999 of $14.9 million consists of
the remaining proceeds from the private placement which are designated for the
payment of cash dividends on the Redeemable Preferred Securities through
November 15, 2000.
The Redeemable Preferred Securities consist of 2,645,000 exchangeable
preferred securities of the Company that bear a cumulative dividend at the rate
of 6 3/4% per annum. The dividend is paid quarterly in arrears each February 15,
May 15, August 15 and November 15, and commenced November 15, 1997. The dividend
is payable in cash through November 15, 2000 and, thereafter, in cash or shares
of common stock of ICG, $0.01 par value ("ICG Common Stock"), at the option of
the Company. The Redeemable Preferred Securities are exchangeable, at the option
of the holder, at any time prior to November 15, 2009 into shares of ICG Common
Stock at a rate of 2.0812 shares of ICG Common Stock per preferred security, or
$24.025 per share, subject to adjustment. The Company may, at its option, redeem
the Redeemable Preferred Securities at any time on or after November 18, 2000.
Prior to that time, the Company may redeem the Redeemable Preferred Securities
if the current market value of ICG Common Stock equals or exceeds, for at least
20 days of any consecutive 30-day trading period, 160% of the exchange price
prior to November 15, 1999, and 150% of the exchange price from November 16,
8
<PAGE>
1999 through November 15, 2000. The Redeemable Preferred Securities are subject
to mandatory redemption on November 15, 2009.
On February 13, 1998, ICG made a contribution of 126,750 shares of ICG
Common Stock to the Company. Immediately thereafter, the Company sold the
contributed shares to unrelated third parties for proceeds of approximately $3.4
million. The Company recorded the contribution of the ICG Common Stock as
additional paid-in capital at the then fair market value and, consequently, no
gain or loss was recorded by the Company on the subsequent sale of those shares.
Also, on February 13, 1998, the Company used the remaining proceeds
from the private placement of the Redeemable Preferred Securities, which were
not restricted for the payment of cash dividends, along with the proceeds from
the sale of the contributed ICG Common Stock to purchase approximately $112.4
million of ICG Preferred Stock. The ICG Preferred Stock pays dividends each
February 15, May 15, August 15 and November 15 in additional shares of ICG
Preferred Stock through November 15, 2000. Subsequent to November 15, 2000,
dividends on the ICG Preferred Stock are payable in cash or shares of ICG Common
Stock, at the option of ICG. The ICG Preferred Stock is exchangeable, at the
option of the Company, at any time prior to November 15, 2009 into shares of ICG
Common Stock at an exchange rate based on the exchange rate of the Redeemable
Preferred Securities. The ICG Preferred Stock is subject to mandatory redemption
on November 15, 2009.
Results of Operations
The following table provides the components of the Company's net income
and net loss available to common member for each of the periods presented.
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------------
1998 1999
------------ ------------
(in thousands)
<S> <C> <C>
Statement of Operations Data:
Interest income $ 1,056 221
Dividend income 837 1,762
------------ ------------
Net income 1,893 1,983
------------ ------------
Preferred dividends on redeemable preferred
securities, including accretion of offering costs (2,327) (2,327)
------------ ------------
Net loss available to common member $ (434) (344)
============ ============
Other Data:
Net cash provided by operating activities $ 1,056 221
Net cash (used in) provided by investing activities (2,209) 2,011
Net cash provided by (used in) financing activities 1,153 (2,232)
</TABLE>
9
<PAGE>
Three Months Ended March 31, 1999 Compared To Three Months Ended March 31, 1998
Interest income. Interest income of $1.1 million and $0.2 million for
the three months ended March 31, 1998 and 1999, respectively, consists of income
earned on invested cash proceeds from the issuance of the Redeemable Preferred
Securities in September and October 1997. Interest income has decreased and will
continue to decrease each period through November 15, 2000 due to the decrease
in average balances held in short-term investments as restricted cash balances
are used to pay cash dividends on the Redeemable Preferred Securities. On
November 15, 2000, the Company's restricted cash balances will be depleted.
Dividend income. Dividend income of $0.8 million and $1.8 million for
the three months ended March 31, 1998 and 1999, respectively, consists of
preferred dividends earned on the ICG Preferred Stock, which dividends were paid
with additional shares of ICG Preferred Stock. The ICG Preferred Stock was
initially purchased by the Company on February 13, 1998. Dividend income has
increased and will continue to increase as the Company receives additional
shares of ICG Preferred Stock as dividend payments on the ICG Preferred Stock.
Net income. The Company's net income of $1.9 million and $2.0 million
for the three months ended March 31, 1998 and 1999, respectively, consists of
interest income, net, and dividend income, as noted above.
Preferred dividends on redeemable preferred securities, including
accretion of offering costs. Preferred dividends on redeemable preferred
securities, including accretion of offering costs was $2.3 million for both the
three months ended March 31, 1998 and 1999, and includes approximately $2.2
million of preferred security dividends paid and accrued during both periods,
and the accretion of offering costs from the private placement of the Redeemable
Preferred Securities of approximately $0.1 million for both periods.
Net loss available to common member. Net loss available to common
member of $0.4 million and $0.3 million for the three months ended March 31,
1998 and 1999, respectively, is a result of preferred dividends on redeemable
preferred securities, offset by net income, as noted above.
Liquidity and Capital Resources
The Company's operations consist entirely of effecting the transactions
required by the terms of the Redeemable Preferred Securities issued in
September and October 1997. To date, the Company's operations have been funded
through the proceeds from the issuance of the Redeemable Preferred Securities
and the sale of ICG Common Stock which was contributed to the Company by ICG.
As of March 31, 1999, the Company has assets of approximately $135.0 million
which consist of the Company's investment in ICG Preferred Stock of
approximately $119.3 million, restricted cash invested in U.S. Treasury
securities of approximately $14.9 million for the payment of cash dividends
through November 15, 2000 on the Redeemable Preferred Securities and a
receivable for preferred dividends earned on the ICG Preferred Stock of
approximately $0.9 million. The Company's liabilities at March 31, 1999 include
10
<PAGE>
approximately $1.1 million in preferred dividends accrued on the Redeemable
Preferred Securities and approximately $4.7 million due to ICG for advances for
the offering costs associated with the issuance of the Redeemable Preferred
Securities.
The Company is dependent upon ICG to declare and pay preferred
dividends on the ICG Preferred Stock in order to pay dividends on, and the
redemption price of, the Redeemable Preferred Securities. ICG is a Delaware
corporation that files annual, quarterly and current reports with the Securities
and Exchange Commission. Its Commission File Number is 1-11965.
Net Cash Provided By Operating Activities
Net cash provided by operating activities was approximately $1.1
million and $0.2 million for the three months ended March 31, 1998 and 1999,
respectively, and consists of interest income earned on restricted cash
invested in U.S. Treasury securities.
Net Cash (Used In) Provided By Investing Activities
The Company's investing activities used approximately $2.2 million for
the three months ended March 31, 1998 and provided approximately $2.0 million
for the three months ended March 31, 1999. Net cash used in investing
activities for the three months ended March 31, 1998 consists of the purchase
of the ICG Preferred Stock for approximately $112.4 million, offset by the
proceeds from the sale of U.S. Treasury securities of approximately $108.3
million and the decrease in restricted cash of approximately $1.9 million. Cash
provided by investing activities for the three months ended March 31, 1999
consists of the decrease in restricted cash of approximately $2.0 million.
Net Cash Provided By (Used In) Financing Activities
Financing activities provided approximately $1.2 million for the three
months ended March 31, 1998 and used approximately $2.2 million for the three
months ended March 31, 1999. Net cash provided by financing activities for the
three months ended March 31, 1998 consists of the proceeds from the sale of the
contributed ICG Common Stock of $3.4 million, offset by payments of cash
dividends on the Redeemable Preferred Securities of approximately $2.2 million.
Cash used in financing activities for the three months ended March 31, 1999
consists of payments of cash dividends on the Redeemable Preferred Securities
of approximately $2.2 million. The Company expects cash used by financing
activities in future years to include only payments of cash dividends on, and
the redemption price of, the Redeemable Preferred Securities.
Cash Commitments
The Redeemable Preferred Securities require payments of dividends to
be made in cash and are being paid currently through November 15, 2000. At
March 31, 1999, the Company has cash dividend obligations on the Redeemable
11
<PAGE>
Preferred Securities of approximately $6.7 million remaining in 1999 and
approximately $8.9 million in 2000. The Redeemable Preferred Securities have a
liquidation preference of $50 per security, plus accrued and unpaid dividends,
and are mandatorily redeemable in 2009. The Company's management believes it
has sufficient resources to meet these future cash requirements.
Year 2000 Compliance
As a wholly owned subsidiary of ICG, the Company's Year 2000 compliance
plan is embedded within ICG's Year 2000 compliance plan for its consolidated
operations. It is not practicable for ICG to address the state of Year 2000
readiness, compliance costs, risks or contingency plans of the Company, or for
any other legal entity on a stand-alone basis, as ICG's plan was designed to
resolve Year 2000 compliance issues for all entities combined, which is the most
cost-effective manner. Moreover, as a result of the Company's and ICG's shared
management and administrative personnel and the Company's dependence upon the
successful operations of ICG in order that ICG's Board of Directors will
continue to declare and pay dividends on the ICG Preferred Stock, evaluating the
Company's plan for Year 2000 compliance on a stand-alone basis is not
meaningful. ICG is a Delaware corporation that files annual, quarterly and
current reports with the Securities and Exchange Commission. Its Commission File
Number is 1-11965.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's restricted cash balances are invested in fixed income
U.S. Treasury securities with staggered maturities matching the dividend payment
dates of the Redeemable Preferred Securities. Accordingly, changes in market
interest rates have no effect on the Company's liquidity, financial condition or
results of operations.
At March 31, 1999, the Company had $119.3 million of ICG Preferred
Stock, which is exchangeable into shares of ICG Common Stock, at an exchange
rate based on the exchange rate of the Redeemable Preferred Securities. There
exists no established public trading market for the ICG Preferred Stock. The
risk of changes in the fair market value of the underlying ICG Common Stock,
which is listed and trades on the Nasdaq National Market, is eliminated by the
adjustable rate of exchange of shares of ICG Preferred Stock. The ICG Preferred
Stock pays dividends in cash or additional shares of ICG Preferred Stock
sufficient to meet the dividend requirements on the Redeemable Preferred
Securities. Although changes in the fair market value of ICG Common Stock have
no effect on the Company's financial condition or results of operations, such
changes may influence the Company's decision to redeem the Redeemable Preferred
Securities or a Redeemable Preferred Security holder's decision to exchange
those securities for ICG Common Stock.
12
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES AND USE OF PROCEEDS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Effective February 2, 1999, ICG, Sole Common Member and Manager of
the Company, caused the Company to declare a cash dividend in the amount of
$0.47 per Redeemable Preferred Security to holders of record at the close of
business on February 1, 1999, which was paid on February 15, 1999.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(A) Exhibit.
(27) Financial Data Schedule.
27.1: Financial Data Schedule of ICG Funding, LLC
for the Three Months Ended March 31, 1999.
(B) Reports on Form 8-K.
(i) Current Report on Form 8-K dated February 26, 1999,
regarding the announcement of earnings information
and results of operations for the quarter and year
ended December 31, 1998 of ICG Communications, Inc.
(ii) Current Report on Form 8-K dated March 4, 1999,
regarding the disposition of the operations of NETCOM
On-Line Communication Services, Inc. by ICG Services,
Inc., including pro forma financial information.
13
<PAGE>
INDEX TO EXHIBITS
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<PAGE>
EXHIBIT
27.1: Financial Data Schedule of ICG Funding, LLC for the
Three Months Ended March 31, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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, on May 6, 1999.
ICG Funding, LLC
By: ICG Communications, Inc.
Common Member and Manager
By: /s/ Harry R. Herbst
-----------------------
Harry R. Herbst
Executive Vice President and Chief
Financial Officer (Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ICG FUNDING, LLC FOR THE THREE MONTHS ENDED MARCH 31,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 14,901
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,581
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 135,045
<CURRENT-LIABILITIES> 1,116
<BONDS> 4,699
128,137
0
<COMMON> 0
<OTHER-SE> 1,093
<TOTAL-LIABILITY-AND-EQUITY> 135,045
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (221)
<INCOME-PRETAX> 1,983
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,983
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,983
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
