FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
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, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-13309
ANGELES PARTNERS XII
(Exact name of small business issuer as specified in its charter)
California 95-3903623
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (864) 239-1000
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 XII
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1996
Assets
Cash and cash equivalents:
Unrestricted $ 3,742
Restricted--tenant security deposits 925
Investment in, and advances of $142 to, Joint Venture 116
Accounts receivable 207
Escrows for taxes 802
Restricted escrows 1,712
Other assets 2,176
Investment properties
Land $ 10,341
Buildings and related personal property 87,495
97,836
Less accumulated depreciation (52,214) 45,622
$ 55,302
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 445
Tenant security deposits 888
Accrued taxes 1,032
Other liabilities 885
Mortgage notes payable 73,222
Partners' Deficit
General partners $ (597)
Limited partners (44,773 units issued
and outstanding) (20,573) (21,170)
$ 55,302
See Accompanying Notes to Consolidated Financial Statements
b) ANGELES PARTNERS XII
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1996 1995
Revenues:
Rental income $ 5,001 $ 4,839
Other income 313 337
Total revenues 5,314 5,176
Expenses:
Operating 1,645 1,543
General and administrative 139 132
Maintenance 506 397
Depreciation 1,180 1,117
Interest 1,640 1,555
Property taxes 509 492
Bad debt recovery, net (16) --
Total expenses 5,603 5,236
Loss before equity in loss of joint
venture and loss on disposal of asset (289) (60)
Equity in loss of Joint Venture (93) (58)
Loss on disposal of asset -- (23)
Net loss $ (382) $ (141)
Net loss allocated to general
partners (1%) $ (4) $ (1)
Net loss allocated to limited
partners (99%) (378) (140)
$ (382) $ (141)
Net loss per limited partnership unit $ (8.44) $ (3.13)
See Accompanying Notes to Consolidated Financial Statements
c) ANGELES PARTNERS XII
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partners Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 44,773 $ 1 $ 44,773 $ 44,774
Partners' deficit at
December 31, 1995 44,773 $ (593) $(20,195) $(20,788)
Net loss for the three months
ended March 31, 1996 -- (4) (378) (382)
Partners' deficit at
March 31, 1996 44,773 $ (597) $(20,573) $(21,170)
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d) ANGELES PARTNERS XII
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (382) $ (141)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 1,180 1,117
Amortization of discounts, loan costs, and
leasing commissions 103 94
Bad debt recovery, net (16) --
Loss on disposal of asset -- 23
Equity in loss of Joint Venture 93 58
Change in accounts:
Restricted cash (26) (10)
Accounts receivable (51) 44
Escrows for taxes (203) 2
Other assets 12 (11)
Accounts payable (57) (426)
Tenant security deposit liabilities 25 15
Accrued taxes 16 21
Other liabilities (32) (61)
Net cash provided by operating activities 662 725
Cash flows from investing activities:
Property improvements and replacements (263) (185)
Deposits to restricted escrows (35) (319)
Receipts from restricted escrows -- 330
Advances to Joint Venture (89) --
Net cash used in investing activities (387) (174)
Cash flows from financing activities:
Payments on mortgage notes payable (176) (157)
Loan costs -- (7)
Net cash used in financing activities (176) (164)
Net increase in cash 99 387
Cash and cash equivalents at beginning of period 3,643 2,047
Cash and cash equivalents at end of period $ 3,742 $ 2,434
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,544 $ 1,469
<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e) ANGELES PARTNERS XII
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited 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 management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 1996, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1996. For further information, refer to the financial
statements and footnotes thereto included in Angeles Partners XII (the
"Partnership") annual report on Form 10-KSB for the fiscal year ended December
31, 1995.
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.
Note B - Investment in Joint Venture
The Partnership owns a 44.5% interest in the Princeton Meadows Golf Course Joint
Venture ("Joint Venture"). The Partnership accounts for its interest in the
Joint Venture on the equity method.
The balance sheet of the Joint Venture is summarized as follows:
March 31, 1996
(in thousands)
Assets
Cash $ 342
Deferred charges and other assets 131
Investment properties, net 1,893
$ 2,366
Liabilities and Partners' Deficit
Note payable to AMIT $ 1,567
Other liabilities 858
Partners' deficit (59)
$ 2,366
Note B - Investment in Joint Venture (continued)
The statements of operations of the Joint Venture are summarized as follows:
Three Months Ended
March 31,
1996 1995
(in thousands)
Revenue $ 115 $ 105
Costs and expenses (324) (235)
Net loss $ (209) $ (130)
The Partnership's equity interest in the loss of the Joint Venture for the three
months ended March 31, 1996, and March 31, 1995, was $93,000 and $58,000,
respectively.
The Princeton Meadows Golf Course property had an underground fuel storage tank
that was removed in 1992. This fuel storage tank caused contamination to the
area. Management installed monitoring wells in the area where the tank was
formerly buried. Some samples from these wells indicated lead and phosphorous
readings that were higher than the range prescribed by the New Jersey Department
of Environmental Protection ("DEP"). The Joint Venture notified DEP of the
findings when they were first discovered. However, DEP had not given any
directives as to corrective action until late 1995.
In November 1995, representatives of the Joint Venture and the New Jersey DEP
met and developed a plan of action to clean-up the contamination site at
Princeton Meadows Golf Course. The Joint Venture has engaged an engineering
firm to conduct consulting and compliance work and a second to perform the field
work necessary for the clean-up. The Joint Venture has recorded a liability of
$199,000 for the costs of the clean-up. The contracts have been executed and
work has commenced with the expected completion date to be sometime in late
1996. The Managing General Partner believes the liability recorded is
sufficient to cover all costs associated with this incident.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement for certain expenses incurred by
affiliates on behalf of the Partnership. The following payments were made to
the Managing General Partner and affiliates for the three months ended March 31,
1996 and 1995:
1996 1995
(in thousands)
Property management fees $253 $252
Reimbursement for services of affiliates 104 105
The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Managing General Partner. An affiliate of the
Managing 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 current year's master policy. The current agent assumed
the financial obligations of the affiliate of the Managing General Partner who
receives payments on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
Managing General Partner by virtue of the agent's obligations is not
significant.
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
provides financing to the Joint Venture, which is secured by the Joint
Venture's sole investment property known as the Princeton Meadows Golf Course,
in the amount of $1,567,000 at March 31, 1996. Interest expense on the debt on
the Joint Venture was $52,000 and $49,000 for the three months ended March 31,
1996 and 1995, respectively. Accrued interest was $19,000 at March 31, 1996.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these
Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class
A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT. In
addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing
General Partner and an affiliate of Insignia Financial Group, Inc. which
provides property management and partnership administration services to the
Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.
As part of a settlement of certain disputes with AMIT, MAE GP Corporation
granted to AMIT an option to acquire the Class B shares. This option can be
exercised at the end of 10 years or when all loans made by AMIT to partnerships
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, but in no event prior
to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at
closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT, the result of which is MAE GP will be able to vote the
Class B 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. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consists of nine apartment complexes and
one commercial complex. The following table sets forth the average occupancy of
the properties for the three months ended March 31, 1996 and 1995:
Average Occupancy
1996 1995
Briarwood Apartments 95% 98%
Cedar Rapids, Iowa
Chambers Ridge Apartments (1) 91% 91%
Harrisburg, Pennsylvania
Gateway Gardens Apartments (2) 94% 98%
Cedar Rapids, Iowa
Hunters Glen - IV Apartments 93% 94%
Plainsboro, New Jersey
Hunters Glen - V Apartments 95% 94%
Plainsboro, New Jersey
Hunters Glen - VI Apartments 96% 93%
Plainsboro, New Jersey
Pickwick Place Apartments 95% 93%
Indianapolis, Indiana
Southpointe Apartments (3) 84% 83%
Bedford Heights, Ohio
Twin Lake Towers Apartments 95% 97%
Westmont, Illinois
Cooper Point Plaza (4) 91% 96%
Olympia, Washington
(1) Chambers Ridge Apartment's occupancy is lower than most of the
Partnership's other investment properties due to saturation of the market
area in Harrisburg, Pennsylvania.
(2) Gateway Gardens Apartment's decrease in occupancy is due to a decline in
employment in the area.
(3) Southpointe Apartment's low occupancy is due to the poor condition of the
property and the upgrading of the tenant base.
(4) Cooper Point Plaza's decrease in occupancy is due to several smaller
tenants vacating. The Managing General Partner is changing the tenant mix
of this property and is optimistic about its future occupancy. In
addition, the Managing General Partner intends to upgrade the exterior of
this property in an effort to attract new tenants.
The Partnership incurred a net loss of $382,000 for the three months ended March
31, 1996, as compared to a net loss of $141,000 for the corresponding period of
1995. This increase in net loss is due to an increase in expenses which was
only partially offset by an increase in rental revenue. There was also an
increase in equity in loss of Joint Venture.
Rental revenue has increased for the three months ended March 31, 1996, as
compared to the three months ended March 31, 1995. Although there was an
overall decrease in occupancy for the residential properties, this was offset by
an increase in rental rates at these properties. Cooper Point Plaza, the
Partnership's only commercial property, experienced a decrease in occupancy,
although the average rental rates increased with the signing of a tenant
occupying 11% of the rental area.
A more severe winter in 1996, as compared to 1995, contributed to an increase in
both operating and maintenance expense. Snow removal costs and utility expense
both increased as a result of the harsher winter. Also, during the three months
ended March 31, 1996, Twin Lake Towers started a major landscaping project
around the lake area on the property.
Bad debt expense at Cooper Point Plaza decreased as a result of a reduction of
the reserve required based on a review of tenant accounts receivable. The loss
on disposal of assets for the three months ended March 31, 1995, was the result
of the replacement of roofs at Gateway Gardens that were not yet fully
depreciated.
The Partnership has a 44.5% investment in the Princeton Meadows Golf Course
Joint Venture. For the three months ended March 31, 1996, the Partnership
realized equity in loss of the Joint Venture of $93,000, as compared to $58,000
for the three months ended March 31, 1995. The increased loss at Princeton
Meadows Golf Course can be attributed to an increase in bad debt, insurance,
maintenance and repairs expense. The environmental issue at the property (See
"Note B - Investment in Joint Venture") necessitated a purchase of new
insurance. The Partnership also implemented a preventive maintenance program
and repairs were made to the cart paths and course.
The Managing General Partner continues to monitor the rental market environment
at its investment properties to assess the feasibility of increasing rents, to
maintain or increase the occupancy level and to protect the Partnership from
increases in expense. The Managing General Partner expects to be able, at a
minimum, to continue protecting the Partnership from inflation-related increases
in expenses by increasing rents and maintaining a high overall occupancy level.
However, rental concessions and rental reductions needed to offset softening
market conditions could affect the ability to sustain this plan.
At March 31, 1996, the Partnership had unrestricted cash of $3,742,000 compared
to $2,434,000 at March 31, 1995. Net cash provided by operating activities
decreased due in part to a greater net loss at March 31, 1996. Also
contributing to the decrease in cash provided by operating activities were
increases in accounts receivable and escrows for taxes, which were only
partially offset by smaller decreases in accounts payable and other liabilities.
Net cash used in investing activities increased as a result of more property
improvements and replacements and advances to the Joint Venture, during the
first three months of 1996. Net cash used in financing activities remained
stable for the three months ended March 31, 1996, versus the three months ended
March 31, 1995.
The Managing General Partner has been unsuccessful in attempts to refinance the
$11,000,000 mortgage indebtedness secured by Southpointe Apartments which
matures July 1999 and carries a stated interest rate of 8.59%. This property
has increasing maintenance needs yet the cash flow of the property does not
support incurring such expenditures to adequately maintain the property. While
the mortgage is not in default at March 31, 1996, monthly payments of debt
service are usually late as the property rents for the current month are used to
pay the prior month's debt service. The lender has indicated that foreclosure
of the property will occur if the mortgage goes into default.
The Partnership's primary source of cash is from the operations of its
properties and from financing placed on such properties. Cash from these
sources is utilized for property operations, capital improvements, and/or
repayment of debt. The sufficiency of existing liquid assets to meet future
liquidity and capital expenditure requirements is directly related to the level
of capital expenditures required at the investment properties to adequately
maintain the physical assets and other operating needs of the Partnership. The
Partnership indebtedness amounts to $73,222,000, net of unamortized discounts,
with maturity dates ranging from July 1999 to September 2012, at which point
$63,821,000 of balloon payments will be due. Future cash distributions will
depend on the levels of net cash generated from operations, refinancings and
property sales. There were no cash distributions in the three months ended
March 31, 1996, and March 31, 1995.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Angeles Mortgage Investment Trust ("AMIT"), a real estate investment trust,
made a loan to the Joint Venture in September 1991 in the amount of $1,280,000,
secured by the Joint Venture's real property known as Princeton Meadows Golf
Course. The Partnership believed that the loan was a non-recourse obligation.
AMIT asserted that this loan was recourse by virtue of an amendment purportedly
entered into as of November 1, 1992, but which the Partnership has been informed
and believes was actually executed in December 1992 ("Note Modification"). The
Partnership has been further informed and believes that the amendment was
executed at the direction of Angeles Corporation ("Angeles") by an individual in
his purported capacity as an officer of the Managing General Partner of the
Partnership and the Joint Venture at a time when such person was not in fact an
officer of such entities. Accordingly, the Partnership and the Joint Venture
filed Proofs of Claim in the Angeles bankruptcy proceeding with respect to the
purported amendment. Additionally, the Partnership and the Joint Venture filed
a Proof of Claim in the Angeles Funding Corporation and Angeles Real Estate
Corporation bankruptcy proceedings on similar grounds. Both Angeles Funding
Corporation and Angeles Real Estate Corporation are affiliates of Angeles. In
addition, Angeles has agreed to cooperate with the Partnership and the Joint
Venture in any action commenced by or against them by AMIT asserting that the
$1,280,000 obligation owed to AMIT is recourse to the Partnership. Angeles
further agreed to waive the attorney-client privilege with respect to any
information relating to the Note Modification. Accordingly, the Partnership and
the Joint Venture withdrew their Proofs of Claim on August 9, 1995.
MAE GP Corporation ("MAE GP"), an affiliate of the Managing General Partner,
owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these
Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class
A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1.2% of the distributions of net cash distributed by AMIT. These Class
B Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1.2% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT. In
addition, Liquidity Assistance, LLC, ("LAC"), an affiliate of the Managing
General Partner and an affiliate of Insignia Financial Group, Inc. which
provides property management and partnership administration services to the
Partnership, owns 63,200 Class A Shares of AMIT. These Class A Shares entitle
LAC to vote approximately 1.5% of the total shares.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an
option to acquire the Class B shares. This option can be exercised at the end
of 10 years or when all loans made by AMIT to partnerships 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, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an irrevocable
proxy in favor of AMIT the result of which is MAE GP will be able to vote the
Class B 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. On those matters, MAE GP granted to the AMIT
trustees, in their capacity as trustees of AMIT, proxies with regard to the
Class B shares instructing such trustees to vote said Class B shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
The Registrant is unaware of any other pending or outstanding litigation that is
not of a routine nature. The Managing General Partner of the Registrant
believes that all such pending or outstanding litigation will be resolved
without a material adverse effect upon the business, financial condition or
operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits - None.
b) Reports on Form 8-K:
None filed during the three months ended March 31, 1996.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS XII
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long
Robert D. Long
Vice President/CAO
Date: May 10, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XII 1996 First Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000720392
<NAME> ANGELES PARTNERS XII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,742
<SECURITIES> 0
<RECEIVABLES> 207
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 97,836
<DEPRECIATION> 52,214
<TOTAL-ASSETS> 55,302
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 73,222
0
0
<COMMON> 0
<OTHER-SE> (21,170)
<TOTAL-LIABILITY-AND-EQUITY> 55,302
<SALES> 0
<TOTAL-REVENUES> 5,314
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,603
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,640
<INCOME-PRETAX> (382)
<INCOME-TAX> 0
<INCOME-CONTINUING> (382)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (382)
<EPS-PRIMARY> (8.44)
<EPS-DILUTED> 0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
</TABLE>
