FORM 10-QSB.--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period.........to.........
Commission file number 0-9136
ANGELES PARTNERS VIII
(Exact name of small business issuer as specified in its charter)
California 95-3264317
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza,
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
ANGELES PARTNERS VIII
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1998
Assets
Cash and cash equivalents $ 378
Receivables and deposits 250
Other assets 162
Investment properties:
Land $ 543
Buildings and related personal property 14,795
15,338
Less accumulated depreciation (10,603) 4,735
$ 5,525
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 98
Tenant security deposit liabilities 76
Accrued property taxes 491
Accrued interest 2,129
Other liabilities 271
Notes payable, $1,721 in default 16,881
Partners' Deficit
General partner $ (178)
Limited partners (11,855 units issued (14,243) (14,421)
and outstanding)
$ 5,525
See Accompanying Notes to Consolidated Financial Statements
b)
ANGELES PARTNERS VIII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1998 1997
Revenues:
Rental income $ 916 $ 879
Other income 50 39
Total revenues 966 918
Expenses:
Operating 383 355
General and administrative 36 30
Depreciation 168 163
Interest 472 453
Property taxes 126 132
Total expenses 1,185 1,133
Net loss $ (219) $ (215)
Net loss allocated to general partner (1%) $ (2) $ (2)
Net loss allocated to limited partners (99%) (217) (213)
$ (219) $ (215)
Net loss per limited partnership unit $(18.29) $(17.95)
See Accompanying Notes to Consolidated Financial Statements
c)
ANGELES PARTNERS VIII
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
For the Three Months Ended March 31, 1998
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 12,000 $ 121 $ 12,000 $ 12,121
Partners' deficit at
December 31, 1997 11,855 $ (176) $ (14,026) $ (14,202)
Net loss for the three months
ended March 31, 1998 -- (2) (217) (219)
Partners' deficit at
March 31, 1998 11,855 $ (178) $ (14,243) $ (14,421)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
d)
ANGELES PARTNERS VIII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1998 1997
Cash flows from operating activities:
Net loss $ (219) $ (215)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 168 163
Amortization of loan costs 14 14
Change in accounts:
Receivables and deposits (119) (95)
Other assets 10 6
Accounts payable 68 (5)
Tenant security deposit liabilities 4 4
Accrued property taxes 126 132
Accrued interest 119 158
Other liabilities 19 32
Net cash provided by operating activities 190 194
Cash flows from investing activities:
Property improvements and replacements (72) (37)
Net cash used in investing activities (72) (37)
Cash flows from financing activities:
Payments on notes payable (68) (30)
Net cash used in financing activities (68) (30)
Net increase in cash and cash equivalents 50 127
Cash and cash equivalents at beginning of period 328 193
Cash and cash equivalents at end of period $ 378 $ 320
Supplemental disclosure of cash flow information:
Cash paid for interest $ 339 $ 281
See Accompanying Notes to Consolidated Financial Statements
ANGELES PARTNERS VIII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1998
NOTE A - GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming
Angeles Partners VIII (the "Partnership") will continue as a going concern. The
Partnership has incurred recurring operating losses and continues to suffer from
inadequate liquidity. In addition, the Partnership is in default on a portion
of its mortgage notes payable and does not generate sufficient cash flows to
meet current debt-service requirements on its subordinated debt.
The Partnership incurred an operating loss of approximately $219,000 for the
three months ended March 31, 1998, and Angeles Realty Corporation (the "General
Partner") expects this trend to continue. The Partnership realized net cash
from operations of approximately $190,000; however, interest of approximately
$119,000 was accrued during the three months ended March 31, 1998 on a note
payable and on the second mortgage securing one of the Partnership's investment
properties.
The Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT")
in the amount of $1,350,000 plus accrued interest, which is secured by Bercado
Shores Apartments, has been in default since 1993 due to nonpayment of interest
and the maturity of the note in 1995. This indebtedness is recourse to the
Partnership and the estimated fair value of this property is less than the total
of its first and second mortgages. Since the default in March of 1993, AMIT has
not indicated its intent to pursue its available remedies under the mortgage
agreement; however, this property remains subject to foreclosure under the terms
of the second mortgage agreement. The Partnership has initiated discussions
with AMIT and hopes to negotiate a work-out, however there can be no assurance
that the Partnership's negotiations will prove successful.
The Partnership's note payable of approximately $538,000, including accrued
interest, due to Angeles Acceptance Pool, L.P. ("AAP") matured in November of
1997. The Partnership is currently in negotiations with the lender and hopes to
either extend this note or settle the liability at a reduced amount.
There can be no assurance that these negotiations with the lenders will be
successful. No other sources of additional financing are apparent and the
General Partner currently has not developed alternative plans to remedy the
liquidity problems the Partnership is currently experiencing.
The General Partner anticipates that Brittany Point will generate sufficient
cash flows for the next twelve months to meet its operating expenses, debt
service requirements and to fund capital expenditures. The General Partner
anticipates that Bercado Shores will generate sufficient cash flows for the next
twelve months to cover its operating expenditures, however it is not expected to
be able to completely fund desired capital expenditures or to pay its scheduled
debt service on its second mortgage to AMIT. The Partnership's plan is to fund
these items to the extent of available cash flow. The Partnership will fund its
administrative expenses for the next twelve months by using cash on hand at
March 31, 1998, and cash flow generated during 1998.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or amounts and
classification of liabilities that may result from this uncertainty.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the General Partner, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months ended
March 31, 1998, are not necessarily indicative of the results that may be
expected for the year ended December 31, 1998. For further information, refer
to the financial statements and footnotes thereto included in the Partnership's
annual report on Form 10-KSB for the year ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
Principles of Consolidation
The consolidated financial statements of the Partnership include its 99% limited
partnership interests in Brittany Point AP VIII, L.P. and Brittany Point GP,
L.P. The Partnership may remove the General Partner of Brittany Point AP VIII,
L.P. and Brittany Point GP, L.P.; therefore, these partnerships are controlled
and consolidated by the Partnership. All significant interpartnership balances
have been eliminated.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The General Partner is a wholly-owned subsidiary of MAE GP Corporation ("MAE
GP"). Effective February 25, 1998, MAE GP was merged into Insignia Properties
Trust ("IPT"), which is an affiliate of Insignia Financial Group, Inc.
("Insignia"). Thus, the General Partner is now a wholly-owned subsidiary of
IPT.
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership Agreement provides for certain payments to affiliates of the
General Partner for services and as reimbursement of certain expenses incurred
by affiliates on behalf of the Partnership.
The following payments were paid or accrued to the General Partner and its
affiliates during the three months ended March 31, 1998 and 1997, respectively:
1998 1997
(in thousands)
Property management fees, included in $49 $47
operating expenses
Reimbursement for services of affiliates
(including $3,000 and $4,000 of
reimbursements for construction over-
sight costs in 1998 and 1997, respectively),
included in operating and general and
administrative expenses 29 29
For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an insurer unaffiliated with the General Partner. An
affiliate of the General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the master policy. The agent assumed the financial
obligations to the affiliate of the General Partner, which received payment on
these obligations from the agent. The amount of the Partnership's insurance
premiums accruing to the benefit of the affiliate of the General Partner by
virtue of the agent's obligation was not significant.
AMIT currently provides secondary financing on the Partnership's investment
properties. Total indebtedness was approximately $2,920,000 at March 31, 1998,
of which $1,350,000 was in default at March 31, 1998 (see "Note A"). Total
interest expense related to this debt was approximately $170,000 and $150,000
for the three month periods ended March 31, 1998 and 1997, respectively.
Accrued interest related to this debt was approximately $1,869,000 and
$1,417,000 at March 31, 1998 and 1997, respectively.
In November 1992, MAE GP acquired 1,675,113 Class B Common Shares of AMIT. The
terms of the Class B Shares provide that they are convertible, in whole or in
part, into Class A Common Shares on the basis of 1 Class A Share for every 49
Class B Shares (however, in connection with the settlement agreement described
in the following paragraph, MAE GP has agreed not to convert the Class B Shares
so long as AMIT's option is outstanding). These Class B Shares entitle the
holder to receive 1% of the distributions of net cash distributed by AMIT
(however, in connection with the settlement agreement described in the following
paragraph, MAE GP agreed to waive its right to receive dividends and
distributions so long as AMIT's option is outstanding). The holder of the Class
B Shares is also entitled to vote on the same basis as the holders of Class A
Shares, providing the holder with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A Shares, in which case the percentage
of the vote controlled represented by such shares would approximate 1.3% of the
total voting power of AMIT).
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B Shares owned by it. This option can be exercised
at the end of 10 years or when all loans made by AMIT to partnerships which were
affiliated with MAE GP as of November 9, 1994 (which is the date of execution of
a definitive Settlement Agreement) have been paid in full. In connection with
such settlement, AMIT delivered to MAE GP cash in the sum of $250,000 at closing
(which occurred April 14, 1995) as payment for the option. If and when the
option is exercised, AMIT will be required to remit to MAE GP an additional
$94,000.
Simultaneously with the execution of the option and as part of the settlement,
MAE GP also executed an irrevocable proxy in favor of AMIT, which provides that
the holder of the Class B Shares is permitted to vote those shares on all
matters except those involving transactions between AMIT and MAE GP affiliated
borrowers or the election of any MAE GP affiliate as an officer or trustee of
AMIT. With respect to such matters, the trustees of AMIT are required to vote
(pursuant to the irrevocable proxy) the Class B Shares (as a single block) in
the same manner as a majority of the Class A Shares are voted (to be determined
without consideration of the votes of "Excess Class A Shares" (as defined in
Section 6.13 of AMIT's Declaration of Trust)).
Between its acquisition of the Class B Shares (in November 1992) and March 31,
1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its
shares at the 1995 and 1996 annual meetings in connection with the election of
trustees and other matters. In February 1998, MAE GP was merged into IPT, and in
connection with that merger, MAE GP dividended all of the Class B Shares to its
sole stockholder, Metropolitan Asset Enhancement, L.P. ("MAE"). As a result,
MAE, as the holder of the Class B Shares, is now subject to the terms of the
settlement agreement, option and irrevocable proxy described in the two
preceding paragraphs. Neither MAE GP nor MAE has exerted and intends to exert
any management control over or participate in the management of AMIT. However,
subject to the terms of the proxy described below, MAE may choose to vote the
Class B Shares as it deems appropriate in the future.
Liquidity Assistance L.L.C., which is an affiliate of the General Partner, MAE
and Insignia (which provides property management and partnership administration
services to the Partnership), owned 96,800 Class A Shares of AMIT at March 31,
1998. These Class A Shares represent approximately 2.2% of the total voting
power of AMIT.
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
IPT, an entity then owned 98% by Insignia and its affiliates. On July 18, 1997,
IPT, Insignia and MAE GP entered into a definitive merger agreement pursuant to
which (subject to shareholder approval and certain other conditions, including
the receipt by AMIT of a fairness opinion from its investment bankers) AMIT
would be merged with and into IPT, with each Class A Share and Class B Share
being converted into 1.625 and 0.0332 Common Shares of IPT, respectively. The
foregoing exchange ratios are subject to adjustment to account for dividends
paid by AMIT from January 1, 1997 and dividends paid by IPT from February 1,
1997.
It is anticipated that Insignia and its affiliates (including MAE) would own
approximately 57% of post-merger IPT when this transaction is consummated.
In November 1992, AAP, a Delaware limited partnership which now controls the
working capital loan previously provided by Angeles Capital Investment, Inc.
("ACII"), was organized. Angeles Corporation ("Angeles") is the 99% limited
partner of AAP and Angeles Acceptance Directives, Inc.("AAD"), which is wholly-
owned by IPT, was, until April 14, 1995, the 1% general partner of AAP. On
April 14, 1995, as part of a settlement of claims between affiliates of the
General Partner and Angeles, AAD resigned as general partner of AAP and
simultaneously received a .5% limited partner interest in AAP. An affiliate of
Angeles now serves as the general partner of AAP. Total indebtedness, which is
included in notes payable, was approximately $371,000 at March 31, 1998, with
interest accruing monthly at prime plus 0.75% (9.25% at March 31, 1998). Total
interest expense for this loan was approximately $9,000 and $8,000 for the three
months ended March 31, 1998 and 1997, respectively. Total accrued interest for
this loan was approximately $168,000 at March 31, 1998.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
the third quarter of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the General Partner of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 1998 and 1997:
Average Occupancy
1998 1997
Bercado Shores Apartments
Mishawaka, Indiana 93% 87%
Brittany Point Apartments
Huntsville, Alabama 91% 93%
Occupancy at Bercado Shores increased at March 31, 1998 as compared to March 31,
1997 due to a change in the rental strategy of management. In the winter of
1996-1997, rents were increased at a time when there is not much marketability
in the Mishawaka, Indiana area, resulting in move outs. Rents were then lowered
and occupancy has gradually increased during the last twelve months to its
current rate.
Results of Operations
The Partnership realized a net loss of approximately $219,000 for the three
months ended March 31, 1998, compared to a net loss of approximately $215,000
for the three months ended March 31, 1997. Total revenues increased slightly as
did total expenses. An increase in rental income offset by increases in
operating and interest expenses were the primary variations.
Rental income increased as a result of rental rate increases at both of the
Partnership's investment properties and an increase in occupancy at Bercado
Shores Apartments. These increases in rental income were partially offset by a
decline in occupancy at Brittany Point Apartments. Operating expense increased
due to increases in salaries and other property expenses at both of the
Partnership's investment properties and due to an increase in tax services
related to a successful tax appeal on behalf of the Bercado Shores Apartment
property. Interest expense increased over the same period in 1997 due to
increased default interest charged on the second mortgage note secured by
Bercado Shores (see discussion of AMIT note below).
Included in operating expense for the three months ended March 31, 1998 is
approximately $36,000 of major repairs and maintenance comprised primarily of
gutter repairs and exterior building improvements. For the three months ended
March 31, 1997, approximately $41,000 of major repairs and maintenance comprised
primarily of gutter and swimming pool repairs are included in operating expense.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
The Partnership held cash and cash equivalents of approximately $378,000 at
March 31, 1998 compared to approximately $320,000 at March 31, 1997. The net
increase in cash and cash equivalents for the three months ended March 31, 1998
and 1997 was $50,000 and $127,000, respectively. While net cash provided by
operating activities remained relatively consistent, net cash used in investing
activities increased due to an increase in property improvements and
replacements primarily at Brittany Point Apartments. Net cash used in financing
activities increased due to increased payments on notes payable.
No distributions were made by the Partnership during the first quarter of 1998
or 1997 nor are any anticipated in the near-term.
The Partnership's second mortgage to Angeles Mortgage Investment Trust ("AMIT")
in the amount of $1,350,000 plus accrued interest, which is secured by Bercado
Shores Apartments, has been in default since 1993 due to nonpayment of interest
and the maturity of the note in 1995. This indebtedness is recourse to the
Partnership and the estimated fair value of this property is less than the total
of its first and second mortgages. Since the default in March of 1993, AMIT has
not indicated its intent to pursue its available remedies under the mortgage
agreement; however, this property remains subject to foreclosure under the terms
of the second mortgage agreement. The Partnership has initiated discussions
with AMIT and hopes to negotiate a work-out, however there can be no assurance
that the Partnership's negotiations will prove successful.
The Partnership's note payable and accrued interest of approximately $538,000
due to Angeles Acceptance Pool, L.P. ("AAP") matured in November of 1997. The
Partnership is currently in negotiations with the lender and hopes to either
extend this note or settle the liability at a reduced amount.
There can be no assurance that these negotiations with the lenders will be
successful. No other sources of additional financing are apparent and the
General Partner currently has not developed alternative plans to remedy the
liquidity problems the Partnership is currently experiencing.
Year 2000
The Partnership is dependent upon the General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The General Partner believes that with modifications to
existing software and conversions to new software, the Year 2000 Issue will not
pose significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the
Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date of
this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The General Partner was only
recently served with the complaint which it believes to be without merit, and
intends to vigorously defend the action.
The General Partner is unaware of any other pending or outstanding litigation
that is not of a routine nature. The General Partner believes that all such
other matters will be resolved without a material adverse effect upon the
Partnership's financial condition, results of operations, or liquidity.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Partnership caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS VIII LIMITED PARTNERSHIP
By: Angeles Realty Corporation
General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President and Director
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Chief Accounting Officer
Date: May 13, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Angeles Partners VIII 1998 First Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000276779
<NAME> ANGELES PARTNERS VIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 378
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 15,338
<DEPRECIATION> (10,603)
<TOTAL-ASSETS> 5,525
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 16,881
0
0
<COMMON> 0
<OTHER-SE> (14,421)
<TOTAL-LIABILITY-AND-EQUITY> 5,525
<SALES> 0
<TOTAL-REVENUES> 966
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,185
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 472
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (219)
<EPS-PRIMARY> (18.29)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
