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
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from.........to.........
Commission file number 0-13530
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
(Exact name of small business issuer as specified in its charter)
Delaware 62-1181565
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
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)
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
CONSOLIDATED BALANCE SHEET
(Unaudited)
September 30, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 349
Receivables and deposits 159
Restricted escrows 877
Other assets 210
Investment properties:
Land $ 1,072
Buildings and related personal property 12,765
13,837
Less accumulated depreciation (7,063) 6,774
$ 8,369
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 94
Tenant security deposit liabilities 74
Accrued property taxes 236
Other liabilities 116
Due to affiliate 321
Mortgage notes payable 10,403
Partners' Deficit
General partners' $ (120)
Limited partners' (751.59 units
issued and outstanding) (2,755) (2,875)
$ 8,369
See Accompanying Notes to Consolidated Financial Statements
b)
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 688 $ 711 $ 2,098 $ 2,098
Other income 68 61 188 161
Total revenues 756 772 2,286 2,259
Expenses:
Operating 382 345 973 949
General and administrative 32 27 105 83
Depreciation 163 143 450 419
Interest 207 215 623 646
Property taxes 60 63 207 186
Loss on disposal of property 20 -- 49 --
Total expenses 864 793 2,407 2,283
Net loss $ (108) $ (21) $ (121) $ (24)
Net loss allocated
to general partners (5%) $ (5) $ (1) $ (6) $ (1)
Net loss allocated
to limited partners (95%) (103) (20) (115) (23)
$ (108) $ (21) $ (121) $ (24)
Net loss per limited
partnership unit $ (137.04) $ (26.61) $ (153.01) $ (30.60)
Distributions per limited
partnership unit $ -- $ -- $1,197.46 $ 254.13
See Accompanying Notes to Consolidated Financial Statements
c)
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners' Partners' Total
Original capital contributions 751.84 $ 1 $15,008 $15,009
Partners' deficit at
December 31, 1997 751.59 $ (114) $(1,740) $(1,854)
Distributions to partners -- -- (900) (900)
Net loss for the nine months
ended September 30, 1998 -- (6) (115) (121)
Partners' deficit at
September 30, 1998 751.59 $ (120) $(2,755) $(2,875)
See Accompanying Notes to Consolidated Financial Statements
d)
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net loss $ (121) $ (24)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation 450 419
Amortization of discounts and loan costs 38 48
Loss on disposal of property 49 --
Change in accounts:
Receivables and deposits (42) 23
Other assets 16 (22)
Accounts payable 62 (23)
Tenant security deposit liabilities (15) 3
Accrued property taxes (14) (11)
Other liabilities 15 (22)
Net cash provided by operating activities 438 391
Cash flows from investing activities:
Property improvements and replacements (947) (225)
Net deposits to restricted escrows (85) (58)
Net cash used in investing activities (1,032) (283)
Cash flows from financing activities:
Payments on mortgage notes payable (117) (85)
Loan costs paid (16) --
Distributions to partners (900) (201)
Net cash used in financing activities (1,033) (286)
Net decrease in cash and cash equivalents (1,627) (178)
Cash and cash equivalents at beginning of period 1,976 637
Cash and cash equivalents at end of period $ 349 $ 459
Supplemental disclosure of cash flow information:
Cash paid for interest $ 584 $ 599
See Accompanying Notes to Consolidated Financial Statements
e)
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Davidson
Diversified Real Estate I, L.P. (the "Partnership") 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 Davidson Diversified Properties, Inc.
(the "Managing General Partner"), a wholly-owned subsidiary of Insignia
Properties Trust ("IPT"), all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended September 30, 1998
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1998. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-KSB for the year ended December 31, 1997.
Reclassifications
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
Principles of Consolidation
During the third quarter of 1997, Ashley Woods Associates L.P. was restructured
into a limited liability company known as Ashley Woods L.L.C. ("Ashley Woods").
The Partnership owns 100% of Ashley Woods. As a result, the Partnership
consolidates its interest in Ashley Woods (whereby all accounts of Ashley Woods
are included in the consolidated financial statements of the Partnership with
intercompany accounts being eliminated).
NOTE B - DUE TO AFFILIATE
The Partnership is liable to a company affiliated with the Managing General
Partner through common ownership for real estate commissions in the amounts of
$125,000 for Revere Village and $196,000 for Essex which were sold in previous
years. Payment of the commissions will not be made to the affiliated company
until after payment to the limited partners of their original invested capital,
plus 8% per annum cumulative non-compounded on their adjusted invested capital
commencing on the last day of the calendar quarter in which each limited partner
was admitted to the Partnership through the date of payment.
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 property management services based on a percentage of revenue and
for reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. The following amounts were paid to affiliates of the Managing
General Partner during each of the nine month periods ended September 30, 1998
and 1997:
1998 1997
(in thousands)
Property management fees (included in operating expense) $114 $113
Reimbursement for services of affiliates (included
in operating, general and administrative expenses,
and investment properties) (1) 95 57
(1) Included in "reimbursements for services of affiliates" for the nine months
ended September 30, 1998 and 1997, is approximately $27,000 and $4,000,
respectively, for construction oversight costs related to capital
improvements and major repair projects.
In addition, the Partnership paid approximately $4,000 during the nine months
ended September 30, 1998 to an affiliate of the Managing General Partner for
reimbursement of costs related to the Ashley Woods loan refinancing in November
1997. Loan costs are included in other assets and amortized as interest expense
over the term of the loan.
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.
On September 26, 1997, an affiliate of the Managing General Partner purchased
Lehman Brother's "Class D" subordinated bonds of SASCO, 1992-M1. These bonds
are secured by 55 multi-family apartment mortgage loan pairs held in Trust,
including Versailles on the Lake Apartments owned by the Partnership.
NOTE D - TRANSFER OF CONTROL; SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired approximately
51% of the outstanding common shares of beneficial interest of Insignia
Properties Trust ("IPT"), the entity which controls the Managing General
Partner. Also effective October 1, 1998, IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares. AIMCO has
agreed to vote all of the IPT Shares owned by it in favor of the IPT Merger and
has granted an irrevocable limited proxy to unaffiliated representatives of IPT
to vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the
IPT Merger. As a result of AIMCO's ownership and its agreement, the vote of no
other holder of IPT is required to approve the merger. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the nine
months ended September 30, 1998 and 1997:
Average Occupancy
1998 1997
Ashley Woods Apartments
Cincinnati, Ohio 89% 89%
Versailles on the Lake Apartments
Fort Wayne, Indiana 89% 96%
The Managing General Partner attributes the decrease in occupancy at Versailles
on the Lake to softening of the local rental market as a result of increased
home purchases and increased competition from surrounding properties.
The Partnership realized a net loss of approximately $121,000 for the nine
months ended September 30, 1998 compared to a net loss of approximately $24,000
for the nine months ended September 30, 1997. The Partnership's net loss for
the three months ended September 30, 1998 was approximately $108,000 compared to
a net loss of approximately $21,000 for the three months ended September 30,
1997. The increase in net loss is primarily due to an increase in operating,
property tax, general and administrative and depreciation expenses, as well as a
loss on disposal of property. These increased expenses are partially offset by
an increase in other income and a reduction in interest expense. Operating
expenses increased primarily due to increases in contract exterminating and
contract painting at Ashley Woods. Property tax expense for Ashley Woods
increased as estimated 1997 taxes were underaccrued due to a tax rate increase
on tax bills received and paid in arrears. Property tax expense for the nine
months ended September 30, 1998 reflects this increase. General and
administrative costs increased primarily due to higher expense reimbursements.
Depreciation expense increased as a result of $947,000 of property improvements
in the nine months ended September 30, 1998, as well as $308,000 completed
during 1997. The loss on disposal of property resulted from the write-off of
the undepreciated value of roofs that were replaced at Ashley Woods. Partially
offsetting the increased expenses was an increase in other income primarily due
to increased interest income on higher average cash balances and lower interest
expense both due to the refinancing of Ashley Woods. Despite the reduction in
average occupancy at Versailles on the Lake Apartments, rental income remained
relatively comparable for the three and nine month comparative periods as
increases in rental rates significantly offset the occupancy decrease.
Included in operating expense for the nine months ended September 30, 1998 was
approximately $48,000 of major repairs and maintenance comprised primarily of
exterior building repairs and parking lot repairs. For the nine months ended
September 30, 1997, operating expense included approximately $39,000 of major
repairs and maintenance comprised primarily of window coverings, parking lot
repairs and landscaping.
As part of the ongoing business plan of the Partnership, the Managing 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 Managing 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 Managing General Partner will be able to sustain
such a plan.
At September 30, 1998, the Partnership held cash and cash equivalents of
approximately $349,000 compared to approximately $459,000 at September 30, 1997.
The net decrease in cash and cash equivalents for the nine months ended
September 30, 1998 was approximately $1,627,000 compared to $178,000 for the
nine months ended September 30, 1997. Net cash provided by operations increased
due to a decrease in cash used for accounts payable and other assets due to the
timing of payments. Net cash used in investing activities increased primarily
due to increased property improvements and replacements. Net cash used in
financing activities increased primarily due to increased distributions to the
partners during the nine months ended September 30, 1998 compared to the nine
months ended September 30, 1997. The 1998 distribution represented a portion of
the net proceeds from the mortgage refinancing of Ashley Woods, as discussed
below.
On November 20, 1997, the Partnership refinanced the debt encumbering Ashley
Woods. The refinancing replaced indebtedness of approximately $5,941,000 with a
new mortgage in the amount of $8,000,000. The new mortgage carries a stated
interest rate of 7.29% and is amortized over 30 years. Payments of
approximately $55,000 are due on the first day of each month until maturity on
December 1, 2004, at which time a balloon payment of approximately $7,334,000 is
due. Loan costs of approximately $171,000 relating to the refinancing have been
incurred through September 30, 1998.
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 various properties to adequately maintain the
physical assets and other operating needs of the Partnership and to comply with
Federal, State and local legal and regulatory requirements. Such assets are
currently thought to be sufficient for any near-term needs of the Partnership.
The General Partner is currently assessing the need for capital improvements at
each of the Partnership's properties. To the extent that additional capital
improvements are required, the Partnership's distributable cash flow, if any,
may be adversely affected. The mortgage indebtedness of $10,403,000, net of
discount, is amortized over varying periods. Of this amount, $7,943,000, which
matures in 2004, relates to Ashley Woods and $2,556,930, which matures in 2002,
relates to Versailles on the Lake. The General Partner will attempt to refinance
such indebtedness or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure. Distributions to partners
of $900,000 ($1,197.46 per limited partnership unit) and $201,000 ($254.13 per
limited partnership unit) were made during the nine months ended September 30,
1998 and 1997, respectively. Future cash distributions will depend on the levels
of net cash generated from operations, refinancings, property sales and the
availability of cash reserves. The Partnership's distribution policy will be
reviewed on a quarterly basis. There can be no assurance, however, that the
Partnership will generate sufficient funds from operations to permit further
distributions to its partners in 1998 or subsequent periods.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia Financial Group, Inc. completed its merger with and
into Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result of the Insignia Merger, AIMCO acquired control
of the Managing General Partner. In addition, AIMCO also acquired approximately
51% of the outstanding common shares of beneficial interest of Insignia
Properties Trust ("IPT"), the entity which controls the Managing General
Partner. Also effective October 1, 1998, IPT and AIMCO entered into an
Agreement and plan of Merger pursuant to which IPT is to be merged with and into
AIMCO or a subsidiary of AIMCO (the "IPT Merger"). The IPT Merger requires the
approval of the holders of a majority of the outstanding IPT Shares. AIMCO has
agreed to vote all of the IPT Shares owned by it in favor of the IPT Merger and
has granted an irrevocable limited proxy to unaffiliated representatives of IPT
to vote the IPT Shares acquired by AIMCO and its subsidiaries in favor of the
IPT Merger. As a result of AIMCO's ownership and its agreement, the vote of no
other holder of IPT is required to approve the merger. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
Risk Associated with the Year 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
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 of 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 Managing 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 Financial Group, Inc.
("Insignia") and entities which were, at the time, affiliates of Insignia
("Insignia 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.
On June 25, 1998, the Managing General Partner filed a motion seeking dismissal
of the action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner has filed demurrers to the
amended complaint, which are scheduled to be heard on January 8, 1999. The
Managing General Partner believes the action to be without merit, and intends to
vigorously defend it.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner of the Partnership
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:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1998.
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.
DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
By: Davidson Diversified Properties, Inc.
Its Managing General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 16, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Davidson
Diversified Real Estate I, L.P. 1998 3rd Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000721673
<NAME> DAVIDSON DIVERSIFIED REAL ESTATE I, L.P.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-30-1998
<PERIOD-END> SEP-30-1998
<CASH> 349
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 13837
<DEPRECIATION> 7063
<TOTAL-ASSETS> 8369
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 10403
0
0
<COMMON> 0
<OTHER-SE> (2,875)
<TOTAL-LIABILITY-AND-EQUITY> 8369
<SALES> 0
<TOTAL-REVENUES> 2,286
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,407
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 623
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<NET-INCOME> (121)
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<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
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