SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period Ended September 30, 1995
Or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 2-91941
ML TECHNOLOGY VENTURES, L.P.
================================================================================
(Exact name of registrant as specified in its charter)
Delaware 13-3213176
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
World Financial Center, North Tower
New York, New York 10281-1327
================================================================================
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
Not applicable
================================================================================
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 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
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of September 30, 1995 (Unaudited) and December 31, 1994
Statements of Operations for the Three and Nine Months Ended September 30, 1995
and 1994 (Unaudited)
Statements of Cash Flows for the Nine Months Ended September 30, 1995 and 1994
(Unaudited)
Statement of Changes in Partners' Capital for the Nine Months Ended September
30, 1995 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
ML TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
<TABLE>
September 30, 1995 December 31,
(Unaudited) 1994
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 459,795 $ 359,001
Investments - Notes 2 and 6
U.S. Government securities, at amortized cost 2,498,153 1,748,819
Publicly traded securities, at market value (cost $ 1,089,850
at September 30, 1995 and $1,684,325 at December 31, 1994) 580,023 1,244,954
Other equity investments, at cost 49,304 49,304
Convertible subordinated note at 13%, due October 1, 1995 - Note 9 250,000 250,000
Accounts receivable (less unamortized discount of $183,532 at
September 30, 1995 and $443,878 at December 31, 1994) - Note 7 4,253,033 4,291,425
-------------- ---------------
TOTAL ASSETS $ 8,090,308 $ 7,943,503
============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 9,400 $ 12,658
Due to Management Company - Note 5 174,656 174,656
Deferred gain on sale of technology - Note 7 981,363 981,363
-------------- ---------------
Total liabilities 1,165,419 1,168,677
-------------- ---------------
Partners' Capital:
General Partner 81,780 79,354
Limited Partners (69,094 Units) 7,352,936 7,134,843
Unallocated net unrealized depreciation of investments - Note 2 (509,827) (439,371)
-------------- ---------------
Total partners' capital 6,924,889 6,774,826
-------------- ---------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 8,090,308 $ 7,943,503
============== ===============
</TABLE>
See notes to financial statements.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
------------ ------------ ------------ ---------
INCOME
<S> <C> <C> <C> <C>
Royalty and licensing income $ 31,043 $ 322,223 $ 730,021 $ 976,146
Interest on accounts receivable 87,736 111,709 260,346 331,485
Other interest income 35,222 1,971 94,484 10,525
------------ ------------ ------------ ---------------
Total income 154,001 435,903 1,084,851 1,318,156
------------ ------------ ------------ ---------------
EXPENSES
Management fee - Note 5 174,656 174,656 523,968 523,968
Professional fees 5,500 11,167 86,695 99,526
Mailing and printing 6,537 5,630 30,807 84,805
Miscellaneous - - 1,181 1,050
------------ ------------ ------------ ---------------
Total expenses 186,693 191,453 642,651 709,349
------------ ------------ ------------ ---------------
NET OPERATING INCOME (LOSS) (32,692) 244,450 442,200 608,807
Net realized loss from investments in stock
and warrants - - (221,681) (473,850)
------------ ------------ ------------ ---------------
NET INCOME (LOSS) (allocable to Partners)
- Note 3 $ (32,692) $ 244,450 $ 220,519 $ 134,957
============ ============ ============ ===============
Net income (loss) per unit of limited partnership
interest $ (.47) $ 3.50 $ 3.16 $ 1.93
======== ======= ======== ========
</TABLE>
See notes to financial statements.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30,
<TABLE>
1995 1994
-------------- ---------
CASH FLOWS PROVIDED FROM OPERATING ACTIVITIES
<S> <C> <C>
Interest and other income received $ 1,137,369 $ 976,983
Other operating expenses paid (647,742) (706,918)
-------------- ---------------
Cash provided from operating activities 489,627 270,065
-------------- ---------------
CASH FLOWS PROVIDED FROM (USED FOR) INVESTING
ACTIVITIES
Net return (purchase) of investments in U.S. Government securities (761,627) 3,228,628
Proceeds from the sale of investments in stocks and warrants 372,794 -
-------------- ---------------
Cash provided from (used for) investing activities (388,833) 3,228,628
-------------- ---------------
CASH FLOWS USED FOR FINANCING ACTIVITIES
Cash distributions:
General Partner - (38,424)
Limited Partners - (3,454,700)
-------------- ---------------
Cash used for financing activities - (3,493,124)
-------------- ---------------
Increase in cash and cash equivalents 100,794 5,569
Cash and cash equivalents at beginning of period 359,001 461,955
-------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 459,795 $ 467,524
============== ===============
Reconciliation of net income to cash provided from operating activities:
Net income $ 220,519 $ 134,957
-------------- ---------------
Adjustments to reconcile net income to cash provided from operating
activities:
Net realized loss 221,681 473,850
(Increase) decrease in receivables 50,685 (341,173)
Increase (decrease) in payables (3,258) 2,431
-------------- ---------------
Total adjustments 269,108 135,108
-------------- ---------------
Cash provided from operating activities $ 489,627 $ 270,065
============== ===============
</TABLE>
See notes to financial statements.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Nine Months Ended September 30, 1995
<TABLE>
Unallocated
Net Unrealized
General Limited Depreciation
Partner Partners of Investments Total
<S> <C> <C> <C> <C>
Balance at beginning of period $ 79,354 $ 7,134,843 $ (439,371) $ 6,774,826
Allocation of net income - Note 3 2,426 218,093 - 220,519
Change in net unrealized
depreciation of investments - - (70,456) (70,456)
----------- -------------- -------------- ---------------
Balance at end of period $ 81,780 $ 7,352,936 $ (509,827) $ 6,924,889
=========== ============== ============== ===============
</TABLE>
See notes to financial statements.
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
ML Technology Ventures, L.P. (the "Partnership") is a Delaware limited
partnership formed in April 1984. ML R&D Co., L.P., the general partner of the
Partnership (the "General Partner"), is also a Delaware limited partnership
formed in April 1984, the general partner of which is Merrill Lynch R&D
Management Inc. (the "Management Company"), an indirect subsidiary of Merrill
Lynch & Co., Inc.
The objective of the Partnership is to achieve cash flow from the
commercialization of a broad range of technologies developed and owned by, or on
behalf of, the Partnership. The Partnership engages in research and development
activities for the development of new technology through contracts, joint
ventures and investments in other partnerships. The Partnership will terminate
no later than January 31, 2005.
2. Significant Accounting Policies
Research and Development Costs - In prior periods, the Partnership incurred
costs in connection with its research and development ventures, including patent
application costs, which were expensed in the period incurred. Research and
development expenses were shown net of value received for the granting of
options to purchase technology being developed.
Valuation of Investments - In accordance with the Statement of Financial
Accounting Standards No. 115, investments in available-for-sale securities
(publicly traded securities) are accounted for at market value based on the
closing public market price on the last day of the quarter. Non-publicly traded
securities are accounted for at cost. The cost of an investment is written down
to its fair value when the investment is determined to be other than temporarily
impaired.
Investment Transactions - Investment transactions are recorded on the accrual
method. Realized gains and losses on investments sold are computed on a specific
identification basis.
Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the Partners for inclusion in their respective tax
returns.
Statements of Cash Flows - The Partnership considers cash held in its
interest-bearing cash account to be cash equivalents.
3. Allocation of Partnership Profits and Losses
The Partnership Agreement provides that profits shall be allocated to all
Partners in proportion to their capital contributions until there have been
distributions to the Limited Partners equal to their capital contributions,
after which time 90% will be allocated to the Limited Partners and 10% to the
General Partner until there has
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
been distributed to the Limited Partners an aggregate amount, since the
inception of the Partnership, equal to twice their capital contributions and
thereafter 80% will be allocated to the Limited Partners and 20% to the General
Partner. Losses shall be allocated to all Partners in proportion to their
capital contributions provided, however, that to the extent profits have been
credited in the 90-10 or 80-20 ratio, losses shall be charged in the reverse
order in which profits were credited.
4. Commitment
The Partnership has a $412,696 commitment to fund MLMS Cancer Research, Inc. The
Partnership is a shareholder of MLMS Cancer Research which is the general
partner of ML/MS Associates, L.P., formerly a research and development joint
venture with IDEC Pharmaceuticals Corporation.
5. Related Party Transactions
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership. The Management Company receives a management fee at an annual rate
of 1% of the aggregate capital contributions to the Partnership payable
quarterly in arrears.
6. Investments in Equity Securities at September 30, 1995
Beginning on January 1, 1994, the Partnership adopted the statement of Financial
Accounting Standards No. 115 ("FAS 115"), "Accounting for Certain Investments in
Debt and Equity Securities". The effect on partners' capital of initially
applying FAS 115 is a change in accounting principle, and the unrealized gain or
loss for securities available for sale is reflected as a separate component of
partners' capital. In accordance with this statement, debt and equity securities
which do not have readily determinable market values are not marked to market
and the market values of these securities are not reflected in the balance
sheet.
<TABLE>
Common Unrealized Market
Shares Cost Loss Value
<S> <C> <C> <C> <C>
Publicly Traded Securities:
Ecogen Inc. 322,682 $ 839,850 $ (426,494) $ 413,356
Photon Technology International, Inc. 190,476 250,000 (83,333) 166,667
-------------- ------------- ------------
Total $ 1,089,850 $ (509,827) $ 580,023
============== ============= ============
</TABLE>
In March 1995, the research and development joint venture between IDEC
Pharmaceuticals Corporation and ML/MS Associates, L.P. was terminated. In
connection with the termination and cancellation of all future rights to
royalties from the sale of commercialized products, ML/MS Associates received
1,000,000 shares of
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
unregistered IDEC common stock and 69,375 shares of 10% dividend accumulating
preferred stock of IDEC. The Partnership owns a 36.2% limited partnership
interest in ML/MS Associates and 420,000 shares of MLMS Cancer Research, Inc.
("CRI") common stock, the general partner of ML/MS Associates, representing a
36.5% ownership of CRI. CRI has a 1% ownership interest in ML/MS Associates.
7. Accounts Receivable
In June 1988, the Partnership terminated its research and development joint
venture with United AgriSeeds, Inc. Under the terms of the termination
agreement, accounted for as an installment sale, the Partnership will receive
$10 million over an eight-year period which began in January 1989. The $10
million payment will result in a $4.1 million return of capital, a $2.2 million
gain from the sale of technology and $3.7 million of interest income to be
recorded over the payment period. At September 30, 1995, the balance due from
United AgriSeeds, net of unamortized discount, was $4.2 million and the deferred
gain from the sale was $981,000. The cash payments due from United AgriSeeds
total $4.4 million at September 30, 1995. On October 3, 1995, the Partnership
received a $2 million installment payment from United AgriSeeds. The remaining
payment of $2.4 million is due in October 1996.
8. Cash Distributions
Cash distributions paid to Partners during the periods presented and cumulative
cash distributions paid from inception of the Partnership through September 30,
1995 are listed below:
<TABLE>
General Limited Per $1,000
Distribution Date Partner Partners Unit
<S> <C> <C> <C> <C> <C>
Inception to December 31, 1993 $ 552,545 $ 49,678,586 $ 719
January 21, 1994 38,424 3,454,700 50
------------ --------------- -------
Cumulative totals as of September 30, 1995 $ 590,969 $ 53,133,286 $ 769
============ =============== =======
</TABLE>
In November 1995, the General Partner approved a cash distribution to Partners
totaling $3,842,437; $3,800,170, or $55 per Unit, to the Limited Partners and
$42,267 to the General Partner. The distribution will be paid in January 1996 to
Limited Partners of record on January 1, 1996.
9. Subsequent Events
In October 1995, the Partnership entered into an agreement to sell its joint
venture interest in its research and development venture with Photon Technology
International, Inc. to Photon Technology. In consideration for the rights to the
technology developed under the agreement, the Partnership will receive 1,000,000
shares of
<PAGE>
ML TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Photon Technology common stock. Additionally, Photon has agreed to repay its
$500,000 subordinated note and interest totaling $271,000, due to the
Partnership on October 1, 1995, over a two year period beginning in December
1995. At September 30, 1995, the subordinated note was carried at $250,000.
In November 1995, the General Partner approved a cash distribution to Partners
totaling $3,842,437; $3,800,170, or $55 per Unit, to the Limited Partners and
$42,267 to the General Partner. The distribution will be paid in January 1996 to
Limited Partners of record on January 1, 1996 and will bring cumulative cash
distributions to Partners to $57,566,692; $56,933,456, or $824 per Unit, to the
Limited Partners and $633,236 to the General Partner.
10. Interim Financial Statements
In the opinion of ML R&D Co., L.P., the managing general partner of the
Partnership, the unaudited financial statements as of September 30, 1995, and
for the three and nine month periods then ended, reflect all adjustments
necessary for the fair presentation of the results of the interim periods.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
From 1985 to 1991, the Partnership funded $59.6 million of research and
development commitments to 16 individual research and development ventures (the
"R&D Ventures"). This amount represents 95% of the original $62.5 million of net
proceeds to the Partnership. The Partnership has no unfunded research and
development commitments and will not enter into new R&D Ventures in the future.
The Partnership invests its available cash in Permitted Temporary Investments,
primarily U.S. Treasury Bills, ("PTIs") as defined in the Partnership Agreement.
At September 30, 1995, the Partnership had $2.5 million invested in PTI's with
maturities of less than one year and $460,000 in an interest-bearing cash
account. For the three and nine months ended September 30, 1995, the Partnership
earned $35,000 and $94,000 of interest from its PTI's, respectively. Interest
earned from PTI's in future periods will be subject to fluctuations in
short-term interest rates and changes in amounts available for investment in
PTI's.
At September 30, 1995, cash payments due from United AgriSeeds, Inc. totaled
$4.4 million. The Partnership received a $2 million payment in October 1995 and
is expected to receive the remaining balance of $2.4 million in October 1996.
Such payments relate to the 1988 termination of the Partnership's R&D Venture
with United AgriSeeds.
It is anticipated that funds needed to cover future operating expenses will be
obtained from future royalty and licensing income, interest income from PTI's,
installment sale proceeds and proceeds received by the Partnership from the sale
of its equity securities.
The Partnership, through the authority of its General Partner, has the ability
to borrow funds. Such borrowing may be used for any Partnership purpose,
including working capital, follow-on expenditures for research and development
ventures or to exercise warrants. The Partnership is not permitted to borrow
more than 10% of the aggregate capital contributions to the Partnership. The
Partnership has made no such borrowings to date and does not expect to borrow
funds in the future.
Results of Operations
For the three and nine months ended September 30, 1995, the Partnership had a
net loss of $33,000 and net income of $221,000, respectively. For the three and
nine months ended September 30, 1994, the Partnership had net income of $244,000
and $135,000, respectively. Net income or loss is comprised of 1) net operating
income or loss and 2) net realized gain or loss.
Net Operating Income or Loss - For the three months ended September 30, 1995 and
1994, the Partnership had a net operating loss of $33,000 and net operating
income of $244,000, respectively. The decrease in net operating income primarily
was the result of a $291,000 decrease in royalty income for the 1995 period
compared to the 1994 period. The decrease in royalty income for the 1995 period
was due to a reduction in royalties earned from the first research and
development program with Gen-Probe Incorporated ("Venture #1"). During the
quarter ended June 30, 1995, the Partnership reached the maximum cumulative
royalties to be paid under the agreement with Gen-Probe concerning Venture #1
and will not receive any future royalties from Gen-Probe relating to this
venture. The Partnership's royalty agreement under the second research and
development venture with Gen-Probe is still in effect. Additionally, a $33,000
increase in other interest income for the 1995 period compared to the 1994
period was mostly offset by a $24,000 reduction in interest earned on the
receivable due from United AgriSeeds during the 1995 period. The increase in
other interest income for the 1995 period was due to an increase in amounts
invested in PTI's and higher short-term interest rates during the 1995 period
compared to the 1994 period.
Net operating income for the nine months ended September 30, 1995 and 1994 was
$442,000 and $609,000, respectively. The $167,000 decrease in net operating
income for the 1995 period compared to the 1994 period was the result of a
$233,000 decline in total income partially offset by a $66,000 reduction in
operating expenses for the 1995 period. The decline in total income includes a
$246,000 decrease in royalty and licensing income primarily due to the cessation
of royalty payments from Gen-Probe Venture #1, as discussed above. Additionally,
an $84,000 increase in other interest income for the 1995 period was mostly
offset by a $71,000 decrease in interest earned on the United AgriSeeds
receivable during the 1995 period. The increase in other interest income for the
1995 period was due to an increase in amounts invested in PTI's and higher
short-term interest rates during the 1995 period compared to the 1994 period.
The $67,000 decline in operating expenses primarily resulted from a $54,000
decline in mailing and printing expenses for the 1995 period due to certain cost
control measures implemented by the Partnership during the 1995 period.
Realized Gains and Losses - The Partnership realizes gains and losses from the
sale of its joint venture interests or proprietary technology in R&D Ventures
and from the sale of its equity securities. The Partnership had no realized
gains or losses for the three months ended September 30, 1995. In March 1995,
the Partnership sold 72,368 shares of Interleaf, Inc. common stock in the public
market for $373,000, realizing a loss of $222,000, representing the
Partnership's realized loss for the nine months ended September 30, 1995.
For the three months ended September 30, 1994, the Partnership had no realized
gains or losses. For the nine months ended September 30, 1994, the Partnership
had a net realized loss of $474,000 resulting from the expiration of warrants to
purchase common stock of Photon Technology International, Inc. and Bolt Beranek
and Newman, Inc.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
None.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(4) (A) Amended and Restated Certificate and
Agreement of Limited Partnership of the
Partnership dated as of April 23, 1984, as
amended through February 22, 1985, included
as Exhibit A to the Prospectus of the
Partnership dated March 11, 1985.*
(B) (i) Amendment dated August 20, 1985 to the
Amended and Restated Certificate and
Agreement of Limited Partnership of the
Partnership.**
(B) (ii) Amendment dated August 28, 1985 to the
Amended and Restated Certificate and
Agreement of Limited Partnership of the
Partnership.***
<TABLE>
<S> <C> <C> <C>
(10) (a) Management Agreement dated as of May 23, 1991 among the Partnership, Management Company and
the Managing General Partner.****
(10) (b) Sub-Management Agreement dated as of May 23, 1991 among the Partnership, Management Company,
the Managing General Partner and the Sub-Manager.****
</TABLE>
(27) Financial Data Schedule.
(b) No reports on Form 8-K have been filed since the beginning of
the period covered by this report.
- ------------------------------
* Incorporated by reference to the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 1984 filed with the
Securities and Exchange Commission on August 12, 1985.
** Incorporated by reference to the Partnership's Quarterly Report on Form
10-Q for the quarter ended September 30, 1985 filed with the Securities
and Exchange Commission on November 12, 1985.
*** Incorporated by reference to the Partnership's Quarterly Report on Form
10-Q for the quarter ended March 31, 1986 filed with the Securities and
Exchange Commission on May 14, 1986.
**** Incorporated by reference to the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 filed with the
Securities and Exchange Commission on March 30, 1992.
<PAGE>
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.
ML TECHNOLOGY VENTURES, L.P.
By: ML R&D Co., L.P.
its General Partner
By: Merrill Lynch R&D Management Inc.
its General Partner
By: /s/ Kevin K. Albert
Kevin K. Albert
President
(Principal Executive Officer)
By: /s/ Diane T. Herte
Diane T. Herte
Vice President and Treasurer
(Principal Financial and Accounting Officer)
Date: November 13, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ML
TECHNOLOGY VENTURES, L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> SEP-30-1995
<CASH> 459,795
<SECURITIES> 3,377,480
<RECEIVABLES> 4,253,033
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,090,308
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,090,308
<SALES> 0
<TOTAL-REVENUES> 1,084,851
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 642,651
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 220,519
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
