<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1997
---------------------
Commission file number 0-13563
--------------
DAMSON/BIRTCHER REALTY INCOME FUND - I
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 13-3264491
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27611 La Paz Road, P.O. Box A-1, Laguna Niguel, California 92677-0100
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 643-7700
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(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12(g), 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve 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
--- ---
<PAGE> 2
DAMSON/BIRTCHER REALTY INCOME FUND-I
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1997
INDEX
<TABLE>
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Net Assets in Liquidation -
March 31, 1997 (Unaudited) . . . . . . . . . . . . . . . . . 3
Balance Sheet -
December 31, 1996 . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations (Unaudited) -
Three Months Ended March 31, 1997 and 1996 . . . . . . . . . 5
Statements of Cash Flows (Unaudited) -
Three Months Ended March 31, 1997 and 1996 . . . . . . . . . 6
Notes to Financial Statements (Unaudited) . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . 11
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DAMSON/BIRTCHER REALTY INCOME FUND-I
STATEMENT OF NET ASSETS IN LIQUIDATION
MARCH 31, 1997
(UNAUDITED)
ASSETS (Liquidation Basis):
- ---------------------------
Properties held for sale $35,404,000
Cash and cash equivalents 773,000
Accounts receivable 128,000
Other assets 79,000
-----------
Total Assets 36,384,000
-----------
LIABILITIES (Liquidation Basis):
- --------------------------------
Accounts payable and accrued liabilities 791,000
Secured loan payable 2,883,000
Accrued expenses for liquidation 708,000
-----------
Total Liabilities 4,382,000
-----------
Net Assets in Liquidation $32,002,000
===========
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
DAMSON/BIRTCHER REALTY INCOME FUND-I
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
- ------
Properties held for sale (net of valuation $34,582,000
allowance of $5,418,000)
Cash and cash equivalents 711,000
Accounts receivable (net of allowance for
doubtful accounts of $46,000) 80,000
Accrued rent receivable 439,000
Prepaid expenses and other assets 670,000
-----------
$36,482,000
===========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Accounts payable and accrued liabilities $ 937,000
Secured loan payable 2,932,000
-----------
Total liabilities 3,869,000
-----------
Partners' capital (deficit):
Limited Partners 33,104,000
General Partner (491,000)
-----------
32,613,000
Commitments and contingencies
-----------
$36,482,000
===========
Note: The balance sheet at December 31, 1996 has been prepared from the
audited financial statements as of that date.
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
DAMSON/BIRTCHER REALTY INCOME FUND-I
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
------------------------------
1997 1996
---------- ----------
REVENUES
- --------
Rental income $1,479,000 $1,548,000
Interest income 10,000 1,000
---------- ----------
Total revenues 1,489,000 1,549,000
---------- ----------
EXPENSES
- --------
Operating expenses 377,000 437,000
Real estate taxes 201,000 250,000
Depreciation and amortization 70,000 40,000
General and administrative 369,000 234,000
Interest 66,000 70,000
Adjustment to carrying value of
real estate - 1,149,000
---------- ----------
Total expenses 1,083,000 2,180,000
---------- ----------
NET INCOME (LOSS) $ 406,000 $ (631,000)
========== ==========
NET INCOME (LOSS) ALLOCABLE TO:
General Partner $ 4,000 $ (6,000)
========== ==========
Limited Partners $ 402,000 $ (625,000)
========== ==========
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
DAMSON/BIRTCHER REALTY INCOME FUND-I
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) $ 406,000 $ (631,000)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 70,000 40,000
Adjustment to carrying value of real estate - 1,149,000
Changes in:
Accounts receivable (48,000) 17,000
Prepaid expenses and other assets 112,000 (57,000)
Accrued rent receivable 6,000 2,000
Accounts payable and accrued liabilities (146,000) (153,000)
--------- -----------
Net cash provided by operating activities 400,000 367,000
Cash flows from investing activities:
Investments in real estate (34,000) (1,215,000)
--------- -----------
Net cash used in investing activities (34,000) (1,215,000)
Cash flows from financing activities:
Secured loan payable (49,000) 656,000
Distributions (255,000) -
--------- -----------
Net cash (used in) provided by financing
activities (304,000) 656,000
Net increase (decrease) in cash and cash
equivalents 62,000 (192,000)
Cash and cash equivalents, beginning of
period 711,000 301,000
--------- -----------
Cash and cash equivalents, end of period $ 773,000 $ 109,000
========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
DAMSON/BIRTCHER REALTY INCOME FUND-I
NOTES TO FINANCIAL STATEMENTS - UNAUDITED
(1) Accounting Policies
-------------------
The financial statements of Damson/Birtcher Realty Income Fund-I (the
"Partnership") included herein have been prepared by the General
Partner, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements
include all adjustments which are of a normal recurring nature and, in
the opinion of the General Partner, are necessary for a fair
presentation. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted,
pursuant to the rules and regulations of the Securities and Exchange
Commission. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Partnership's annual report on Form 10-K for the year ended December
31, 1996.
Liquidation Basis of Accounting
On February 18, 1997, the Partnership mailed a Consent Solicitation to
the Limited Partners which sought their consent to dissolve the
Partnership and sell and liquidate all of its remaining properties as
soon as practicable, consistent with selling the Partnership's
properties to the best advantage under the circumstances. A majority
in interest of the Limited Partners consented by March 14, 1997. As a
result, the Partnership has adopted the liquidation basis of
accounting as of March 31, 1997. The difference between the adoption
of the liquidation basis of accounting as of March 14, 1997 and March
31, 1997 was not material.
Under the liquidation basis of accounting, assets are stated at their
estimated net realizable values and liabilities are stated at their
anticipated settlement amounts. The valuation of assets and
liabilities necessarily requires many estimates and assumptions, and
there are substantial uncertainties in carrying out the dissolution of
the Partnership. The actual values upon dissolution and costs
associated therewith could be higher or lower than the amounts
recorded.
Earnings Per Unit
The Partnership Agreement does not designate investment interests in
units. All investment interests are calculated on a "percent of
Partnership" basis, in part to accommodate original reduced rates on
sales commissions for subscriptions in excess of certain specified
amounts.
A Limited Partner who was charged a reduced sales commission or no
sales commission was credited with proportionately larger Invested
Capital and therefore had a disproportionately greater interest in the
capital and revenues of the Partnership than a Limited Partner who
paid commissions at a higher rate. As a result, the Partnership has
no set unit value as all accounting, investor reporting and tax
information is based upon each investor's relative percentage of
Invested Capital. Accordingly, earnings or loss per unit is not
presented in the accompanying financial statements.
7
<PAGE> 8
DAMSON/BIRTCHER REALTY INCOME FUND-I
NOTES TO FINANCIAL STATEMENTS - UNAUDITED (Cont'd.)
(1) Accounting Policies (Cont'd.)
-------------------
Carrying Value of Real Estate (Prior to adoption of Liquidation Basis
of Accounting)
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of," ("FAS 121"). This Statement requires that if the
General Partner believes factors are present that may indicate
long-lived assets are impaired, the undiscounted cash flows, before
debt service, related to the assets should be estimated. If these
estimated cash flows are less than the carrying value of the asset,
then impairment is deemed to exist. If impairment exists, the asset
should be written down to the estimated fair value.
Further, assets held for sale, including any unrecoverable accrued
rent receivable or capitalized leasing commissions, were carried at
the lower of carrying value or fair value less estimated selling
costs. Any adjustment to carrying value was recorded as a valuation
allowance against property held for sale. Each reporting period, the
General Partner reviewed its estimates of fair value, which were
decreased or increased up to the original carrying value. Finally,
assets held for sale are no longer depreciated. The General Partner
adopted FAS 121 at December 31, 1995 and the adoption did not have a
material impact on the Partnership's operations or financial position,
as prior to December 31, 1995, the Partnership had not had any
properties held for sale.
As noted above, as of December 31, 1995 the General Partner decided to
account for the Partnership's properties as assets held for sale,
instead of for investment. Assuming an average 12 month holding
period, the General Partner compared the carrying value of each
property to its appraised value as of January 1, 1996. If the
carrying value of a property and certain related assets was greater
than its appraised value, less selling costs, the General Partner
reduced the carrying value of the property by the difference. Using
this methodology, the General Partner determined that The Cornerstone,
Ladera I Shopping Center, Terracentre, Arlington Executive Plaza and
Washington Technical Center had carrying values greater than they had
appraised values, and therefore reduced their carrying values by
$1,600,000, $560,000, $590,000, $1,250,000 and $770,000 to $9,032,000,
$6,234,000, $2,397,000, $2,740,000 and $2,612,000, respectively.
Utilizing the same methodology, assuming a 12 month holding period,
for the year ended December 31, 1996, the General Partner determined
that The Cornerstone, Ladera-I Shopping Center and Oakpointe had
carrying values greater than their respective appraised values. As a
result, the carrying values were adjusted by $1,683,000, $398,000, and
$253,000 to $8,960,000, $5,900,000, and $7,700,000, respectively. In
addition, during 1996, the carrying values of Terracentre and
Washington Technical Center were increased by $190,000 and $246,000 to
their estimated fair values less selling costs of $2,900,000 and
$3,020,000, respectively.
(2) Transactions with Affiliates
----------------------------
The Partnership has no employees and, accordingly, the General Partner
and its affiliates perform services on behalf of the Partnership in
connection with
8
<PAGE> 9
DAMSON/BIRTCHER REALTY INCOME FUND-I
NOTES TO FINANCIAL STATEMENT - UNAUDITED (Cont'd.)
(2) Transactions with Affiliates (Cont'd.)
----------------------------
administering the affairs of the Partnership. The General Partner and
affiliates are reimbursed for their general and administrative costs
actually incurred and associated with services performed on behalf of
the Partnership. For the three months ended March 31, 1997 and 1996,
the Partnership incurred approximately $34,000 and $47,000,
respectively, of such expenses.
An affiliate of the General Partner provides property management
services with respect to the Partnership's properties and receives a
fee for such services not to exceed 3% of the gross receipts from the
properties under management. Such fees amounted to approximately
$40,000 and $44,000 for the three months ended March 31, 1997 and
1996, respectively. In addition, an affiliate of the General Partner
received $78,000 and $89,000 for the three months ended March 31, 1997
and March 31, 1996, respectively, as reimbursement of costs of on-site
property management personnel and other reimbursable costs.
As previously reported, on June 24, 1993, the Partnership completed
its solicitation of written consents from its Limited Partners. A
majority in interest of the Partnership's Limited Partners approved
each of the proposals contained in the Information Statement dated May
5, 1993. Those proposals were implemented by the Partnership as
contemplated by the Information Statement as amendments to the
Partnership Agreement, and are reflected in these financial statements
as such.
The amended Partnership Agreement provides for the Partnership's
payment to the General Partner of an annual asset management fee equal
to .65% for 1997 and .75% for 1996 of the aggregate appraised value of
the Partnership's properties as determined by independent appraisal
undertaken in January of each year. Such fees for the three months
ended March 31, 1997 and March 31, 1996, amounted to $61,000 and
$76,000, respectively.
In addition, the amended Partnership Agreement provides for payment to
the General Partner of a leasing fee for services rendered in
connection with leasing space in a Partnership property after the
expiration or termination of leases. Fees for leasing services for
the three months ended March 31, 1997 and March 31, 1996, amounted to
$1,000 and $6,000, respectively.
(3) Commitments and Contingencies
-----------------------------
Litigation
The Partnership is not a party to any material pending legal
proceedings other than ordinary routine litigation incidental to its
business. It is the General Partner's belief that the outcome of
these proceedings will not be material to the business or financial
condition of the Partnership.
(4) Accrued Expenses for Liquidation
--------------------------------
Accrued expenses for liquidation as of March 31, 1997, includes
estimates of costs to be incurred in carrying out the dissolution and
liquidation of the Partnership. These costs include estimates of
legal fees, accounting fees, tax preparation and filing fees,
professional services, the general partner's liability insurance and
the pre-payment penalty and remaining unamortized loan
9
<PAGE> 10
DAMSON/BIRTCHER REALTY INCOME FUND-I
NOTES TO FINANCIAL STATEMENT - UNAUDITED (Cont'd.)
(4) Accrued Expenses for Liquidation (Cont'd.)
--------------------------------
fees associated with the anticipated early retirement of the mortgage
loan secured by the Certified Warehouse property. The actual costs
could vary significantly from the related provisions due to the
uncertainty related to the length of time required to complete the
liquidation and dissolution and the complexities which may arise in
disposing of the Partnership's remaining assets.
10
<PAGE> 11
DAMSON/BIRTCHER REALTY INCOME FUND-I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
-------------------------------
Since the completion of its acquisition program in September 1985, the
Partnership has been primarily engaged in the operation of its
properties. The Partnership's original objective had been to hold its
properties as long-term investments. However, an Information
Statement, dated May 5, 1993, mandated that the General Partner seek a
vote of the Limited Partners no later than December 31, 1996,
regarding prompt liquidation of the Partnership in the event that
properties with appraised values as of January 1993 which constituted
at least one half of the aggregate appraised values of all Partnership
properties as of that date were not sold or under contract for sale by
the end of 1996. Given the mandate of the May 5, 1993 Information
Statement, as of December 31, 1995, the General Partner decided to
account for the Partnership's properties as assets held for sale,
instead of for investment. In a Consent Solicitation dated February
18, 1997, the Partnership solicited and recieved the consent of the
Limited Partners on March 14, 1997 to dissolve the Partnership and
sell and liquidate all of its remaining properties as soon as
practicable, consistent with selling the Partnership's properties to
the best advantage under the circumstances. The Partnership's
properties were held for sale throughout 1996 and continue to be held
for sale.
Regular distributions through March 31, 1997 represent cash flow
generated from operations of the Partnership's properties and interest
earned on the temporary investment of working capital net of capital
reserve requirements. In December 1996, the Partnership made a
special distribution of $1,500,000, representing a portion of net
proceeds from the sale of Arlington Executive Plaza. Future cash
distributions will be made principally to the extent of cash flow
attributable to operations and sales of the Partnership's properties
and interest earned on the investment of capital reserves, after loan
repayments, payment for capital improvements to the Partnership's
properties and providing for capital reserves.
Certain of the Partnership's properties are not fully leased. The
Partnership is actively marketing the vacant space in these
properties, subject to the competitive environment in each of the
market areas. To the extent the Partnership is not successful in
maintaining or increasing occupancy levels at these properties, the
Partnership's future cash flow may be reduced.
On July 30, 1993, the Partnership obtained a loan secured by a First
Deed of Trust on the Certified Distribution Center in Salt Lake City,
Utah. The loan, in the amount of $3,500,000, carries a fixed interest
rate of 9% per annum over a 13-year fully amortizing term. The
Partnership's first payment of $38,138.82 was paid on September 1,
1993, with monthly installments due thereafter. Proceeds from that
loan, along with $500,000 of Partnership cash reserves, were used to
retire the Partnership's then existing debt of $4,000,000.
In March 1996, the Partnership entered into a loan agreement pursuant
to which it could borrow up to $1,500,000, evidence by a note secured
by a first deed of trust and financing statement on the Ladera I
Shopping Center in Albuquerque, New Mexico. Pursuant to the note and
loan agreement, the Partnership borrowed $700,000 in March 1996. The
Partnership made interest only payments at the rate of 1% over prime
(the loan rate was 9.25%) through November 1996, when the entire
balance was paid off utilizing a portion of the proceeds from the sale
11
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DAMSON/BIRTCHER REALTY INCOME FUND-I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Cont'd.)
Liquidity and Capital Resources (Cont'd.)
-------------------------------
of Arlington Executive Plaza. The net proceeds of the foregoing loan
were used to fund a portion of the renovation and tenant improvements
at The Cornerstone and tenant improvements at Oakpointe.
Results of Operations Prior to Adoption of the Liquidation Basis of
Accounting for the Three Months Ended March 31, 1997 Compared With the
Three Months Ended March 31, 1996
-----------------------------------------------------------------------
The decrease in rental income for the three months ended March 31,
1997, as compared to the corresponding period in 1996, was primarily
attributable to the sale of Arlington Executive Plaza in November
1996. The aforementioned decrease was partially offset by increase in
revenue at Oakpointe ($44,000) and Terracentre ($40,000).
The increase in interest income for the three months ended March 31,
1997 as compared to the corresponding period in 1996, was attributable
to the increase in the average level of the Partnership's working
capital available for short term investment.
The decrease in operating expenses for the three months ended March
31, 1997, as compared to the corresponding period in 1996, was
primarily attributable to the sale of Arlington Executive Plaza in
November 1996.
The decrease in real estate taxes for the three months ended March 31,
1997, as compared to the corresponding period in 1996, was primarily
attributable to the sale of Arlington Executive Plaza in November
1996.
General and administrative expenses for the three months ended March
31, 1997 and 1996, include charges of $96,000 and $128,000,
respectively, from the General Partner and its affiliates for services
rendered in connection with administering the affairs of the
Partnership and operating the Partnership's properties. Also included
in general and administrative expenses for the three months ended
March 31, 1997 and 1996, are direct charges of $273,000 and $106,000,
respectively, relating to audit fees, tax preparation fees, legal fees
and professional services, liability insurance expenses, costs
incurred in providing information to the Limited Partners and other
miscellaneous costs.
The increase in general and administrative expenses for the three
months ended March 31, 1997, as compared to the corresponding period
in 1996, was primarily attributable to the increase in legal and
professional services associated with the February 1997, consent
solicitation.
Accrued expenses for liquidation, as reflected in the Statement of Net
Assets in Liquidation as of March 31, 1997, are not included in
results of operations for the three month period ended March 31, 1997.
The liquidation basis of accounting was adopted on March 31, 1997
therefore, it was not appropriate to include such adjustments in the
results of operations for prior periods.
12
<PAGE> 13
DAMSON/BIRTCHER REALTY INCOME FUND-I
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
So far as is known to the General Partner, neither the Partnership nor
its properties are subject to any material pending legal proceedings.
On March 25, 1997, a limited partner named Bigelow/Diversified
Secondary Partnership Fund 1990 filed a purported class action lawsuit
in the Court of Common Pleas of Philadelphia County against
Damson/Birtcher Partners, Birtcher Investors, Birtcher/Liquidity
Properties, Birtcher Investments, L.F. Special Fund II, L.P., L.F.
Special Fund I, L.P., Arthur Birtcher, Ronald Birtcher, Robert
Anderson, Richard G. Wollack and Brent R. Donaldson alleging breach of
fiduciary duty and breach of contract and seeking to enjoin the
Consent Solicitation dated February 18, 1997. On April 18, 1997, the
court denied the plaintiff's motion for a preliminary injunction.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
27 - Financial Data Schedule
b) Reports on Form 8-K:
None filed in quarter ended March 31, 1997.
13
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DAMSON/BIRTCHER REALTY INCOME FUND-I
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DAMSON/BIRTCHER REALTY INCOME FUND-I
By: DAMSON/BIRTCHER PARTNERS By: BIRTCHER PARTNERS,
(General Partner) a California general partnership
By: BIRTCHER INVESTMENTS,
a California general partnership,
General Partner of Birtcher Partners
By: BIRTCHER LIMITED,
a California limited
partnership, General Partner
of Birtcher Investments
By: BREICORP,
a California corporation,
formerly known as Birtcher
Real Estate Inc., General
Partner of Birtcher
Limited
Date: May 12, 1997 By: /s/ Robert M. Anderson
----------------------
Robert M. Anderson
Executive Director
BREICORP
By: LF Special Fund II, L.P.,
a California limited partnership
By: Liquidity Fund Asset Management,
Inc., a California corporation,
General Partner of
LF Special Fund II, L.P.
Date: May 12, 1997 By: /s/ Brent R. Donaldson
------------------------------
Brent R. Donaldson
President Liquidity Fund
Asset Management, Inc.
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM STATEMENT
OF NET ASSETS IN LIQUIDATION AND INCOME STATEMENT OF DAMSON BIRTCHER REALTY
INCOME FUND I AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 773,000
<SECURITIES> 0
<RECEIVABLES> 128,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 980,000
<PP&E> 35,404,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,384,000
<CURRENT-LIABILITIES> 791,000
<BONDS> 2,883,000
0
0
<COMMON> 0
<OTHER-SE> 32,002,000
<TOTAL-LIABILITY-AND-EQUITY> 36,384,000
<SALES> 0
<TOTAL-REVENUES> 1,489,000
<CGS> 0
<TOTAL-COSTS> 1,017,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 66,000
<INCOME-PRETAX> 406,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 406,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
