SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994 Commission file number 2-85622
DCS CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-2449183
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2030 DOW CENTER, MIDLAND, MICHIGAN 48674
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 517-636-1000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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 by check mark if disclosures of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ( )
As of March 10, 1995, there were 300 shares of common stock outstanding.
The registrant qualifies under General Instruction J(l)(a) and
(b) of Form 10-K and is filing this Form using the reduced
disclosure format described in General Instruction J(2).
DCS CAPITAL CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
TABLE OF CONTENTS
PART I Page
Item 1. Business........................................... 3
Item 2. Properties......................................... 3
Item 3. Legal Proceedings.................................. 3
Item 4. Submission of Matters to a Vote of Security Holders. *
Executive Officers of the Registrant............... *
PART II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters...................... 3
Item 6. Selected Financial Data............................ *
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 4
Item 8. Financial Statements and Supplementary Data........ 5
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure........... 6
PART III
Item 10. Directors and Executive Officers of the Registrant. *
Item 11. Executive Compensation............................. *
Item 12. Security Ownership of Certain Beneficial Owners
and Management.................................. *
Item 13. Certain Relationships and Related Transactions..... *
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K................................ 7
* Omitted pursuant to the provisions of General Instruction J of Form 10-K.
PART I
Item 1. Business
The Corporation
DCS Capital Corporation (the "Corporation") was incorporated in
November 1982 under Delaware law. The Corporation was organized
to assist DCS Capital Partnership (the "Partnership") in
raising funds in connection with the Partnership's contractual
obligation to finance approximately 76% of the construction and
start-up costs, and certain deferred costs, of an ethylene
plant designed and constructed by Dow Chemical Canada Inc. near
Joffre, Alberta, Canada, for Novacor Chemicals Ltd. The
ethylene plant was completed in 1984 at a cost of approximately
$337 million and is designed to produce 1.5 billion pounds per
year of polymer grade ethylene using ethane as feedstock.
The Corporation's only business is to arrange financing for the
Partnership through the issuance of debt securities to obtain
funds for lending to the Partnership and to refinance prior
borrowings. The interest cost charged to the Partnership is an
amount that equals the interest cost incurred by the
Corporation on its borrowings. In addition, the Partnership
reimburses the Corporation for all its other costs. For this
reason, the Corporation's revenues are always equal to its
expenses.
See also Notes 1 and 2 to the financial statements for a
further discussion of the business of the Corporation and the
Partnership.
Item 2. Properties
The Corporation has no plants or other physical properties.
Item 3. Legal Proceedings
There are no claims or other legal proceedings against the
Corporation.
Item 4. Submission of Matters to a Vote of Security Holders
Omitted pursuant to General Instruction J of Form 10-K.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
The common stock of the Corporation is wholly owned by the
Partnership and does not trade in any securities market. The
Corporation has does not pay dividends and does not intend to
pay dividends in the foreseeable future.
Item 6. Selected Financial Data
Omitted pursuant to General Instruction J of Form 10-K.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Corporation's only business has been to secure funds to
loan to the Partnership. This has been accomplished through
the issuance of debt securities as well as short-term
borrowings. The proceeds from these activities have either
been loaned to the Partnership or used to service the
Corporation's outstanding debt. On October 15, 1984, the
Corporation issued $100,000,000 of 12.375% Series B Debentures
due October 15, 1996. In 1986, $11,300,000 of principal was
redeemed. During 1992, $21,615,000 of principal was redeemed
resulting in a $3,167,940 extraordinary loss on early
redemption. On October 5, 1994, the Corporation entered into a
$150,000,000 credit agreement with the Royal Bank of Canada.
The agreement included a $100,000,000 term loan and a
$50,000,000 revolving credit agreement. In addition to the
proceeds from the term loan the Corporation borrowed
$34,109,000 under the revolving credit agreement for total
proceeds of $134,109,000 which were used to redeem outstanding
debt. On October 15, 1994, the remaining $67,085,000 of
12.375% Series B Debentures were redeemed resulting in an
extraordinary loss of $2,057,491. The redemption was made in
accordance with the terms and conditions of the Debentures. As
a result of the redemption of the Series B Debentures, the
Corporation's debt will be held by fewer than 300 holders of
record. Therefore, the Corporation does not intend to file
future reports under Section 13 or 15(d) of the Securities
Exchange Act of 1934. On October 15, 1994, the Corporation
also retired a $35,000,000 loan from Swiss Bank Corporation and
terminated a revolving credit agreement with Bank of America
which required a final payment of $24,884,000 plus accrued
interest. During 1994 Novacor Chemicals Ltd. continued
repaying its loans from the Partnership, which in turn made
payments to the Corporation.
Administrative expenses decreased from 1992 to 1993 by $68,263
due to the reduced financing activity during 1993 and
administrative expenses increased $84,629 from 1993 to 1994 due
to the refinancing that took place during October, 1994.
The Corporation believes that it has ample liquidity for its
business. In addition, the terms of its agreement with the
Partnership and the Partnership's relationship with the general
partners, as described in Note 1 to the financial statements,
assure that the Corporation's fixed charge coverage ratio will
be maintained at 1.0.
Item 8. Financial Statements and Supplementary Data
(a) Index to financial statements presented elsewhere in this Annual Report:
Page
Independent Auditors' Report........................ 9
Balance Sheets, December 31, 1994 and 1993.......... 10
Statements of Income and Expenses for the Years Ended
December 31, 1994, 1993, and 1992................ 11
Statements of Cash Flows for the Years Ended
December 31, 1994, 1993 and 1992.................... 12
Notes to Financial Statements....................... 13-15
(b) Selected Quarterly Financial Data - Unaudited (in thousands):
1994 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year
Interest on Partnership
advances...................$2,713 $2,819 $3,030 $2,107 $10,669
Reimbursement for early
debt redemption(*) $ 0 $ 0 $ 0 $2,057 $ 2,057
Interest expense...........$2,713 $2,819 $3,030 $2,107 $10,669
Extraordinary loss on early
debt redemption(*) $ 0 $ 0 $ 0 $2,057 $ 2,057
1993 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year
Interest on Partnership
advances...................$2,820 $2,855 $2,831 $2,767 $11,273
Interest expense.............$2,820 $2,855 $2,831 $2,767 $11,273
(*) See note 4 to the financial statements.
No dividends were paid and the Corporation's common stock does
not trade in any securities market.
Note - other supplementary data is omitted because it is not applicable.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no reported disagreements on any matter of
accounting principles, procedures or financial disclosures in
1994 with the independent auditors.
PART III
Item 10. Directors and Executive Officers of the Registrant
Omitted pursuant to the provisions of General Instruction J of Form 10-K.
Item 11. Executive Compensation
Omitted pursuant to the provisions of General Instruction J of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted pursuant to the provisions of General Instruction J of Form 10-K.
Item 13. Certain Relationships and Related Transactions
Omitted pursuant to the provisions of General Instruction J of Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
1. Financial statements and independent auditors' report: See
Item 8 of this Annual Report (page 5).
2. Financial statement schedules: Schedules are omitted because
of the absence of the conditions under which they are required.
3. Exhibits - See the Exhibit Index on page 16 of this Annual Report.
The Corporation will provide a copy of any exhibit upon receipt
of a written request for the particular exhibit or exhibits
desired and upon receipt of payment of an amount equal to a
charge of twenty-five cents for each exhibit page, with a
minimum charge of two dollars per request. All requests should
be addressed to the Secretary of the Corporation at the address
of the Corporation's principal executive offices.
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the three months ended December 31,
1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 23rd day of
March, 1995.
DCS CAPITAL CORPORATION
By
J. P. Reinhard, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this annual report has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
Director
R. C. Bass
Director
C. L. Williams
Director
B. Taylorson
President
J. P. Reinhard (Principal Financial
Officer, Principal
Accounting Officer)
INDEPENDENT AUDITORS' REPORT
DCS Capital Corporation:
We have audited the accompanying balance sheets of DCS Capital
Corporation as of December 31, 1994 and 1993, and the related
statements of income and expenses, and cash flows for each of
the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in
all material respects, the financial position of DCS Capital
Corporation at December 31, 1994 and 1993 and the results of
its operations and its cash flows for each of the three years
in the period ended December 31, 1994 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Midland, Michigan
March 13, 1995
DCS CAPITAL CORPORATION
BALANCE SHEETS
December 31,
1994 1993
ASSETS
CURRENT ASSETS:
Cash $ 300 $ 300
Receivables from DCS Capital
Partnership Current (Note 2) 43,297,895 46,387,812
Total Current Assets 43,298,195 46,388,112
Receivables from DCS Capital
Partnership Long-term (Note 2) 86,800,000 95,022,269
TOTAL ASSETS $ 130,098,195 $141,410,381
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 7,450 $ 3,500
Notes Payable (Note 3) 28,769,300 30,388,000
Long-term debt due within one year 13,200,000 14,000,000
(Note 4 )
Accrued Interest 1,321,145 1,996,312
Total Current Liabilities 43,297,895 46,387,812
LONG-TERM DEBT (Note 4) 86,800,000 95,022,269
STOCKHOLDER'S EQUITY:
Common stock ($1 par value; authorized,
issued
and outstanding, 300 shares) (Note 1) 300 300
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY $ 130,098,195 $141,410,381
See notes to financial statements.
DCS CAPITAL CORPORATION
STATEMENTS OF INCOME AND EXPENSES
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1994 1993 1992
INTEREST AND OTHER INCOME:
Interest earned on advances to DCS
Capital Partnership (Note 1) $ 10,668,717 $ 11,273,404 $ 12,955,574
Reimbursement for early debt
redemption 2,057,491 3,197,940
Administrative fees from DCS
Capital Partnership 207,476 140,636 208,899
TOTAL INCOME $ 12,933,684 $ 11,414,040 $ 16,362,413
INTEREST AND OTHER EXPENSES:
Interest on short-term debt $ 1,391,704 $ 1,060,018 $ 861,240
Interest on long-term debt 9,277,013 10,213,386 12,094,334
Administrative expenses (Note 5) 207,476 140,636 208,899
Total Expenses before
extraordinary loss 10,876,193 11,414,040 13,164,473
Extraordinary loss on early
redemption of debt (Note 4) $ 2,057,491 0 3,197,940
TOTAL EXPENSES $ 12,933,684 $ 11,414,040 $ 16,362,413
See notes to financial statements.
DCS CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1994 1993 1992
Cash Flows from Operating Activities:
Net Income $ 0 $ 0 $ 0
Amortization of Discount on Notes 17,789 22,470 24,245
Decrease (Increase) in
Accounts Receivable 3,089,917 (779,805) (21,861,884)
Increase (Decrease) in Accrued Interest (675,167) (91,695) (1,108,117)
Increase (Decrease) in Accounts Payable 3,950 3,500 0
Net Cash Provided (Used) in
Operating Activities 2,436,489 (845,530) (22,945,756)
Cash Flows from Financing Activities:
Proceeds from short-term loans 363,577,060 407,108,000 324,355,000
Repayment of short-term loans (365,195,759) (406,240,000)(301,385,000)
Proceeds from long-term debt 100,000,000 0 0
Repayment of long-term debt (111,142,491) (14,000,000) (38,812,940)
Discount on notes repaid 44,941 0 32,228
Loss on Early Redemption 2,057,491 3,197,940
Net Cash (Used) in
Financing Activitites (10,658,758) (13,132,000) (12,612,772)
Cash Flows from Investing Activities:
Collections of Long-term Receivables 8,222,269 13,977,530 35,558,528
Net Change in Cash 0 0 0
Cash at Beginning of Year 300 300 300
Cash at End of Year $ 300 $ 300 $ 300
Supplemental Information
Cash Payments for interest $ 11,326,094 $ 11,365,099 $ 14,063,691
DCS CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
DCS Capital Corporation (the "Corporation") is a Delaware
corporation wholly owned by DCS Capital Partnership (the
"Partnership"), a Delaware partnership, the general partners of
which are Dofinco Inc., Prentiss Glycol Company and Scotlene,
Inc. The general partners are wholly owned subsidiaries of The
Dow Chemical Company ("Dow"), Union Carbide Chemicals and
Plastics Company, Inc., and Shell Canada Limited, respectively.
The Corporation was incorporated on November 22, 1982, and was
organized to assist the Partnership in raising funds to finance
approximately 76 percent of the construction and start-up costs
and certain deferred costs of an ethylene plant near Joffre,
Alberta, Canada for Novacor Chemicals Ltd. ("Novacor"), an
unrelated party.
The Corporation's only business is to arrange financing for the
Partnership through the issuance of debt securities to obtain
funds for lending to the Partnership and to refinance prior
borrowings. The interest cost charged to the Partnership is an
amount that equals the interest cost incurred by the
Corporation on its borrowings. In addition, the Partnership
reimburses the Corporation for its administrative expenses as
further discussed in Note 5 below. The Partnership in turn is
reimbursed for its net expenses by Novacor.
2. RECEIVABLES FROM DCS CAPITAL PARTNERSHIP
Receivables from the Partnership represent the net proceeds
from the Corporation's borrowings that have been loaned to the
Partnership, related accrued interest and other amounts for
reimbursement of expenses. Advances and accrued interest
thereon are evidenced by Partnership notes that are due at the
same times and in the same amounts as principal, earned
discount, interest and premium, if any, on the Corporation's
borrowings. The Partnership notes bear interest at a variable
interest rate based on the aggregate interest and amortization
of discount on the Corporation's borrowings, which was
approximately 6.05 percent at December 31, 1994, 7.87 percent
at December 31, 1993 and 8.03 percent at December 31, 1992,
respectively. The fair value of the current portion of the
receivables approximates the book value. The fair value of the
long-term portion is equal to the fair value of the long-term
debt as disclosed in footnote 4. The Partnership notes are
secured by certain rights of the Partnership under a Cash
Deficiency Agreement among the partners and the Partnership.
In addition, the performance of each partner pursuant to the
Cash Deficiency Agreement has been guaranteed by each partner's
respective parent company (see Note 1). The Partnership notes
are pledged as security for repayment of the Corporation's
borrowings.
The summarized financial statements of the Partnership are as
follows:
BALANCE SHEET
December 31, December 31,
1994 1993
Assets:
Cash $ 587 $ 783
Due from Novacor Chemicals, Ltd.:
Note receivable 127,235,630 140,512,391
Accrued interest and other 2,853,605 923,134
Investment in DCS Capital Corporation 300 300
Total Assets $ 130,090,122 $ 141,436,608
Liabilities and Partners' Capital:
Payable to DCS Capital Corporation:
Notes and accrued interest $ 127,851,927 $ 141,410,081
Accounts Payable 2,237,595 25,927
Partners' Capital 600 600
Total $ 130,090,122 $ 141,436,608
STATEMENTS OF INCOME AND EXPENSE
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1994 1993 1992
Interest Income:
Interest on loans to Novacor
Chemicals Company Ltd. 12,909,894 11,427,708 16,369,133
TOTAL INCOME $12,909,894 $11,427,708 $16,369,133
Expenses:
Reimbursement for Loss on
early debt redemption by
DCS Capital Corporation $ 2,057,491 $ 0 $ 3,197,940
Interest on advances from
DCS Capital Corporation 10,668,717 11,273,404 12,955,574
Administrative expenses:
Paid to DCS Capital Corporation 169,681 140,636 208,899
Paid to others 14,005 13,668 6,720
TOTAL EXPENSES $12,909,894 $11,427,708 $16,369,133
3. NOTES PAYABLE
During 1994, 1993 and 1992, the Corporation borrowed and
repaid several short-term bank loans. The outstanding
balances were $28,769,300, $30,388,000, and $29,520,000 at
December 31, 1994, 1993 and 1992, respectively. The interest
rates on outstanding loans were 6.28%, 3.56% and 3.75% at
December 31, 1994, 1993 and 1992, respectively.
4. LONG-TERM DEBT
Long-term debt is comprised of the following:
December 31, December 31,
1994 1993
12.375% Series B Debentures, due in 1996 67,085,000
Swiss Bank Corp., N.Y..................... 28,000,000
Royal Bank of Canada, due in 1999......... 86,800,000
86,800,000 95,085,000
Less unamortized debt discount............ 0 (62,731)
Total..................................... $86,800,000 $95,022,269
The notes are secured by related Partnership notes receivable
which are in turn secured by the Cash Deficiency Agreement
referred to in Note 2. The long-term debt of the Corporation
had a fair value which approximated book value at December
31, 1994 and $14 million more than the book value at December
31, 1993, respectively, based upon market rates on those dates.
During 1992,the Corporation redeemed $21,615,000 of the
outstanding principal amounts of the 12.375% Series B
debentures, which was funded through short-term borrowings
from a Bank. A $3,197,940 extraordinary loss on early
redemption resulted from this transaction.
During 1994 the Corporation entered into a credit agreement
with the Royal Bank of Canada. The agreement includes a
$100,000,000 term loan and a $50,000,000 revolving facility.
The Corporation received proceeds of $134,109,000 which
were used to redeem the 12.375% Series B debentures and the
Swiss Bank Corporation note. An extraordinary loss of
$2,057,491 resulted on the early redemption of the 12.375%
Series B debentures. The term loan is payable in quarterly
installments of $3,300,000 beginning in January 1995. The
average interest rate on the term loan is 5.98% at
December 31, 1994.
5. RELATED PARTY TRANSACTIONS
The Corporation and the Partnership have no salaried
employees and their officers are employees of Dow. Dow
performs management services for both and is reimbursed for
actual cash expenditures, including an allocation of general
overhead and administrative expenses, none of which is material
to the Corporation.
EXHIBIT INDEX
3.1 -- Certificate of Incorporation of the Corporation
(incorporated by reference to Registration Statement No.
2-85622, Exhibit 3.1)
3.2 -- By-laws of the Corporation (incorporated by reference to
Registration Statement No. 2-85622, Exhibit 3.2)
4.1 -- Form of Series B Notes (incorporated by reference to
Registration Statement No. 2-93612, Exhibit A to Exhibit
4.3)
4.2 --Indenture dated as of February 15, 1984 between the
Corporation and The Royal Bank and Trust Company,
trustee (the "Trustee")(incorporated by reference to
Registration Statement No. 2-85622,Exhibit 4.2)
4.3 --Form of Supplement No. 2 to Indenture (incorporated by
reference to Registration Statement No. 2-93612, Exhibit
4.3)
4.4 -- Form of Partnership Note of the Partnership
(incorporated by reference to Registration Statement No.
2-85622, exhibit A to Exhibit 4.9)
4.5 --Cash Deficiency Agreement dated as of March 1, 1983,
among Dofinco, Inc., Pretiss Glycol Company and
Scotlene, Inc. (the "Partners") and the Partnership
(incorporated by reference to Registration Statement No.
2-85622, Exhibit 4.5)
4.6 --Guarantee Agreement dated as of March 1, 1983, between
Dow and the Partnership (incorporated by reference to
Registration Statement No. 2-85622, Exhibit 4.6)
4.7 --Guarantee Agreement dated as of March 1, 1983, between
Union Carbide Corporation and the Partnership
(incorporated by reference to Registration Statement No.
2-85622, Exhibit 4.7)
4.8 --Guarantee Agreement dated as of March 1, 1983, between
Shell Canada Limited and the Partnership (incorporated
by reference to Registration Statement No. 2-85622,
Exhibit 4.8)
4.9 --Financing Agreement dated as of February 15, 1984
between the Corporation and the Partnership
(incorporated by reference to Registration Statement No.
2-85622, Exhibit 4.9)
4.10 -- Form of Consent Assignment and Agreement among the
Partners, the Partnership and the Trustee (incorporated
by reference to Registration Statement No. 2-85622,
Exhibit 4.9)
4.11 -- Partnership Agreement dated as of February 9, 1983,
among the Partners (incorporated by reference to
Registration Statement No. 2-85622, Exhibit 4.11)
26 -- Form T-l Statement of of Eligibility and Qualification
under the Trust Indenture Act of 1939 of the Trustee
(incorporated by reference to Registration Statement No.
2-93612, Exhibit 26)
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