<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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 0-14505
Enstar Income Program II-2, L.P.
(Exact name of registrant as specified in its charter)
Georgia 58-1628872
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
10900 Wilshire Boulevard, 15th Floor, Los Angeles, CA 90024
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (310) 824-9990
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check X 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> 2
PART I - FINANCIAL INFORMATION
ENSTAR INCOME PROGRAM II-2, L.P.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, June 30,
1995* 1996
------------ -------------
(unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 1,863,800 $ 2,354,800
Accounts receivable less allowance of $5,000 and 68,900 53,100
$5,800 for possible losses
Prepaid expenses and other 29,500 49,800
Cable materials, equipment and supplies 138,100 138,100
Property, plant and equipment, less accumulated depreciation
and amortization of $6,819,400 and $7,228,300 2,414,700 2,344,900
Franchise cost, less accumulated amortization
of $967,800 and $1,020,100 467,700 417,700
Deferred loan costs and other charges, net 44,000 40,800
----------- -----------
$ 5,026,700 $ 5,399,200
=========== ===========
LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
Note payable $ 483,700 $ 483,700
Accounts payable 282,300 220,100
Due to affiliates 110,100 307,000
----------- -----------
TOTAL LIABILITIES 876,100 1,010,800
----------- -----------
COMMITMENTS AND CONTINGENCIES
PARTNERSHIP CAPITAL (DEFICIT):
General partners (32,200) (29,800)
Limited partners 4,182,800 4,418,200
----------- -----------
TOTAL PARTNERSHIP CAPITAL 4,150,600 4,388,400
----------- -----------
$ 5,026,700 $ 5,399,200
=========== ===========
</TABLE>
*As presented in the audited financial statements.
See accompanying notes to condensed financial statements.
-2-
<PAGE> 3
ENSTAR INCOME PROGRAM II-2, L.P.
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Unaudited
-------------------------
Three months ended
June 30,
-------------------------
1995 1996
------------ ---------
<S> <C> <C>
REVENUES $ 784,700 $ 843,600
--------- ---------
OPERATING EXPENSES:
Service costs 256,800 260,700
General and administrative expenses 89,900 123,800
General Partner management fees
and reimbursed expenses 105,600 109,000
Depreciation and amortization 224,100 250,500
--------- ---------
676,400 744,000
--------- ---------
OPERATING INCOME 108,300 99,600
--------- ---------
OTHER INCOME (EXPENSE):
Interest income 17,400 24,200
Interest expense (21,300) (17,800)
Loss on sale of cable assets -- (3,300)
--------- ---------
(3,900) 3,100
--------- ---------
NET INCOME $ 104,400 $ 102,700
========= =========
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 3.46 $ 3.40
========= =========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,880 29,880
========= =========
</TABLE>
See accompanying notes to condensed financial statements.
-3-
<PAGE> 4
ENSTAR INCOME PROGRAM II-2, L.P.
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Unaudited
----------------------------
Six months ended
June 30,
----------------------------
1995 1996
----------- -----------
<S> <C> <C>
REVENUES $ 1,542,500 $ 1,660,200
----------- -----------
OPERATING EXPENSES:
Service costs 491,400 532,900
General and administrative expenses 158,200 198,300
General Partner management fees
and reimbursed expenses 209,800 208,700
Depreciation and amortization 456,200 487,400
----------- -----------
1,315,600 1,427,300
----------- -----------
OPERATING INCOME 226,900 232,900
----------- -----------
OTHER INCOME (EXPENSE):
Interest income 31,700 44,600
Interest expense (40,000) (36,400)
Loss on sale of cable assets -- (3,300)
----------- -----------
(8,300) 4,900
----------- -----------
NET INCOME $ 218,600 $ 237,800
=========== ===========
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 7.24 $ 7.88
=========== ===========
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,880 29,880
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
-4-
<PAGE> 5
ENSTAR INCOME PROGRAM II-2, L.P.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Unaudited
--------------------------
Six months ended
June 30,
--------------------------
1995 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 218,600 $ 237,800
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 456,200 487,400
Amortization of deferred loan costs 6,400 6,400
Loss on sale of cable assets -- 3,300
Increase (decrease) from changes in:
Accounts receivable, prepaid expenses and other (8,200) (4,500)
Accounts payable and due to affiliates 83,600 134,700
----------- -----------
Net cash provided by operating activities 756,600 865,100
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (103,500) (359,200)
Increase in intangible assets (16,800) (15,500)
Proceeds from sale of cable assets -- 600
----------- -----------
Net cash used in investing activities (120,300) (374,100)
----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 636,300 491,000
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,147,600 1,863,800
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 1,783,900 $ 2,354,800
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
-5-
<PAGE> 6
ENSTAR INCOME PROGRAM II-2, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for the three
and six months ended June 30, 1996 and 1995 are unaudited. These condensed
interim financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Partnership's latest
Annual Report on Form 10-K. In the opinion of management, such statements
reflect all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the results of such periods. The results of
operations for the three and six months ended June 30, 1996 are not necessarily
indicative of results for the entire year.
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
The Partnership has a management and service agreement with a wholly
owned subsidiary of the Corporate General Partner (the "Manager") for a monthly
management fee of 5% of revenues, excluding revenues from the sale of cable
television systems or franchises. Management fees approximated $42,200 and
$83,000 for the three and six months ended June 30, 1996.
In addition to the monthly management fee described above, the
Partnership reimburses the Manager for direct expenses incurred on behalf of the
Partnership and for the Partnership's allocable share of operational costs
associated with services provided by the Manager. All cable television
properties managed by the Corporate General Partner and its subsidiary are
charged a proportionate share of these expenses. Corporate office allocations
and district office expenses are charged to the properties served based
primarily on the respective percentage of basic subscribers or homes passed
(dwelling units within a system) within the designated service areas. The total
amount charged to the Partnership for these services approximated $66,800 and
$125,700 for the three and six months ended June 30, 1996. Management fees and
reimbursed expenses due the Corporate General Partner are non-interest bearing.
The Partnership also receives certain system operating management
services from an affiliate of the Corporate General Partner in addition to the
Manager, due to the fact that there are no such employees directly employed by
one of the Partnership's cable systems. The Partnership reimburses the affiliate
for its allocable share of the affiliate's operational costs. The total amount
charged to the Partnership for these costs approximated $7,300 and $16,700 in
the three and six months ended June 30, 1996. No management fee is payable to
the affiliate by the Partnership and there is no duplication of reimbursed
expenses and costs paid to the Manager.
Certain programming services have been purchased through an affiliate
of the Partnership. In turn, the affiliate charges the Partnership for these
costs based on an estimate of what the Partnership could negotiate for such
programming services on a stand-alone basis. The Partnership paid the affiliate
$180,600 and $359,100 for these programming services for the three and six
months ended June 30, 1996. Programming fees are included in service costs in
the statements of operations for the three and six months ended June 30, 1996
and 1995.
-6-
<PAGE> 7
ENSTAR INCOME PROGRAM II-2, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(CONCLUDED)
3. EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST
Earnings and losses per unit of limited partnership interest is based
on the average number of units outstanding during the periods presented. For
this purpose, earnings and losses are allocated 99% to the limited partners and
1% to the general partner.
4. RECLASSIFICATIONS
Certain 1995 amounts have been reclassified to conform to the 1996
presentation.
-7-
<PAGE> 8
ENSTAR INCOME PROGRAM II-2, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
On February 8, 1996, President Clinton signed into law the
Telecommunications Act of 1996 (the "1996 Telecom Act"). This statute
substantially changed the competitive and regulatory environment for
telecommunications providers by significantly amending the Communications Act of
1934, including certain of the rate regulation provisions previously imposed by
the Cable Television Consumer Protection and Competition Act of 1992 (the "1992
Cable Act"). Compliance with those rate regulations has had a negative impact on
the Partnership's revenues and cash flow. However, in accordance with policy
decisions by the Federal Communications Commission (the "FCC"), the Partnership
will increase regulated service rates in the future in response to specified
historical and anticipated future cost increases, although certain costs may
continue to rise at a rate in excess of that which the Partnership will be
permitted to pass on to its customers. The 1996 Telecom Act provides that
certain of the rate regulations will be phased-out altogether in 1999. Further,
the regulatory environment will continue to change pending, among other things,
the outcome of legal challenges and FCC rulemaking and enforcement activity in
respect of the 1992 Cable Act and the completion of a significant number of FCC
rulemakings under the 1996 Telecom Act. There can be no assurance as to what, if
any, future action may be taken by the FCC, Congress or any other regulatory
authority or court, or the effect thereof on the Partnership's business.
Accordingly, the Partnership's historic interim financial results as described
below are not necessarily indicative of future performance.
This Report includes certain forward looking statements regarding,
among other things, future results of operations, regulatory requirements,
competition, capital needs and general business conditions applicable to the
Partnership. Such forward looking statements involve risks and uncertainties
including, without limitation, the uncertainty of legislative and regulatory
changes and the rapid developments in the competitive environment facing cable
television operators such as the Partnership. In addition to the information
provided herein, reference is made to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1995 for additional information regarding
such matters and the effect thereof on the Partnership's business.
RESULTS OF OPERATIONS
The Partnership's revenues increased from $784,700 to $843,600, or by
7.5%, and from $1,542,500 to $1,660,200, or by 7.6% for the three and six months
ended June 30, 1996 as compared to the corresponding periods in 1995. Of the
$58,900 increase in revenues for the three months ended June 30, 1996 as
compared to the corresponding period in 1995, $51,100 was due to increases in
regulated service rates that were implemented by the Partnership in the second
quarter in each of 1995 and 1996 and $10,300 was due to increases in other
revenue producing items. These increases were partially offset by a $2,500
decrease due to a decrease in the number of subscriptions for services. Of the
$117,700 increase in revenues for the six months ended June 30, 1996 as compared
to the corresponding period in 1995, $91,700 was due to increases in regulated
service rates that were implemented by the Partnership as discussed above,
$25,100 was due to increases in other revenue producing items and $900 was due
to an increase in the number of subscriptions for services. As of June 30, 1996,
the Partnership had approximately 8,900 homes subscribing to cable services and
2,700 premium service units.
-8-
<PAGE> 9
ENSTAR INCOME PROGRAM II-2, L.P.
RESULTS OF OPERATIONS (CONTINUED)
Service costs increased from $256,800 to $260,700, or by 1.5%, and from
$491,400 to $532,900, or by 8.4%, for the three and six months ended June 30,
1996 as compared to the corresponding periods for 1995. Service costs represent
costs directly attributable to providing cable services to customers. Of the
$3,900 increase in service costs for the three months ended June 30, 1996
compared to the corresponding period in 1995, $18,100 was due to an increase in
copyright fees and franchise fees, which resulted from revenue increases as
described above. These increases were partially offset by a $15,900 increase in
capitalization of labor and overhead expense due to a greater number of capital
projects during the three month period. Of the $41,500 increase in service costs
for the six months ended June 30, 1996 as compared to the corresponding period
in 1995, $34,800 was due to an increase in copyright fees and franchise fees
which resulted from revenue increases as described above, $20,000 was due to
increases in programming fees charged by program suppliers (including primary
satellite fees). These increases were partially offset by a $12,000 increase in
capitalization of labor and overhead expense due to a greater number of capital
projects during the six month period. The increases in programming fees were
also due to expanded programming usage relating to channel line-up restructuring
and to retransmission consent arrangements implemented to comply with the 1992
Cable Act.
General and administrative expenses increased from $89,900 to $123,800,
or by 37.7%, and from $158,200 to $198,300, or by 25.3% for the three and six
months ended June 30, 1996 as compared to the corresponding periods for 1995. Of
the $33,900 increase for the three months ended June 30, 1996 as compared to the
corresponding period in 1995, $23,000 was due to higher insurance premiums,
$6,800 was due to an increase in marketing expense and $5,400 was due to
expenses allocated by an affiliate of the Corporate General Partner that
provides system operating management services to the Partnership. Of the $40,100
increase for the six months ended June 30, 1996 as compared to the corresponding
period in 1995, $21,400 was due to higher insurance premiums, $11,600 was due to
an increase in marketing expense, $10,200 was due to expenses allocated by an
affiliate of the Corporate General Partner as described above and $5,700 was due
to an increase in advertising sales expense. These increases were partially
offset by a $4,800 increase in capitalization of labor and overhead expense and
a $3,400 decrease in customer billing expense.
Management fees and reimbursed expenses increased from $105,600 to
$109,000, or by 3.2%, during the three months ended June 30, 1996 as compared
with the corresponding 1995 quarter, and remained relatively unchanged
decreasing from $209,800 to $208,700 for the six months ended June 30, 1996 as
compared to the first six months of 1995. Of the $3,400 increase for the three
month period, $3,000 was due to management fees which increased in direct
relation to increased revenues as described above. Of the $1,100 decrease for
the six months period, $7,000 was due to lower reimbursable expenses charged by
the Corporate General Partner including lower allocated personnel costs and
marketing expense. This decrease in reimbursed expenses was partially offset by
a $5,900 increase in management fees directly related to increases in revenues.
As described above, an affiliate of the Corporate General Partner now provides
certain system operating management services to the Partnership that were
provided by the Corporate General Partner prior to 1996.
-9-
<PAGE> 10
ENSTAR INCOME PROGRAM II-2, L.P.
RESULTS OF OPERATIONS (CONCLUDED)
Depreciation and amortization expense increased from $224,100 to
$250,500, or by 11.8%, and from $456,200 to $487,400, or by 6.8% for the three
and six months ended June 30, 1996 as compared to the corresponding periods in
1995. These increases were due to a reduction in the estimated remaining life of
existing plant being replaced and to asset additions related to the upgrade of
the Partnership's plant.
Operating income decreased from $108,300 to $99,600, or by 8.0%, during
the three months ended June 30, 1996 as compared with the corresponding 1995
quarter, and increased from $226,900 to $232,900, or by 2.6%, for the six months
ended June 30, 1996 as compared to the first six months of 1995. The three
months' decrease was primarily due to increases in depreciation and amortization
expense and insurance premiums while the six months' increase was primarily due
to increases in revenues as described above.
Interest income increased from $17,400 to $24,200, or by 39.1%, and
from $31,700 to $44,600, or by 40.7% for the three and six months ended June 30,
1996 as compared to the corresponding periods for 1995 due to higher cash
balances available for investment.
Interest expense decreased from $21,300 to $17,800, or by 16.4%, and
from $40,000 to $36,400, or by 9.0% for the three and six months ended June 30,
1996 as compared to the corresponding periods for 1995 as a result of lower
interest rates paid during the 1996 periods (9.7% and 9.8% for the three and six
months ended June 30, 1996 versus 10.5% and 10.4% for the corresponding periods
in 1995).
Due to the factors described above, the Partnership's net income
decreased from $104,400 to $102,700, or by 1.6%, during the three months ended
June 30, 1996 as compared to the 1995 quarter, and increased from $218,600 to
$237,800, or by 8.8%, for the six months ended June 30, 1996 as compared to the
first six months of 1995.
LIQUIDITY AND CAPITAL RESOURCES
The FCC's amended rate regulation rules were implemented during the
quarter ended September 30, 1994. Compliance with these rules has had a negative
impact on the Partnership's revenues and cash flow.
The Partnership's primary objective, having invested its net offering
proceeds in cable systems, is to distribute to its partners all available cash
flow from operations and proceeds from the sale of cable systems, if any, after
providing for expenses, debt service and capital requirements relating to the
expansion, improvement and upgrade of its cable systems. The Partnership relies
upon the availability of cash generated from operations and possible borrowings
to fund its ongoing expenses, debt service and capital requirements.
In general, these requirements involve expansion, improvement and
upgrade of the Partnership's existing cable television systems. The Partnership
is required to rebuild one of its Illinois cable systems at an estimated cost of
approximately $1,475,000 as a condition of a franchise renewal obtained.
Construction began in the second quarter of 1996. Other capital expenditures
budgeted for 1996 include approximately
-10-
<PAGE> 11
ENSTAR INCOME PROGRAM II-2, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
$305,000 for the improvement and upgrade of other assets. Additionally, the
Corporate General Partner believes that it is essential for the Partnership to
preserve liquidity through retention of cash for a required rebuild of its cable
plant in Missouri at an estimated cost of approximately $1,100,000, the start of
which is dependent upon obtaining an extension of the franchise agreement for
that system. Management is continuing to evaluate these liquidity issues,
including whether or not it will be possible to resume paying distributions.
In December 1993, the Partnership obtained from a lender a $2,250,000
revolving bank credit agreement (the "Facility") maturing on September 30, 1997.
Loans under the Facility are secured by substantially all of the Partnership's
assets. Interest is payable at the Base Rate plus 1.5%. "Base Rate" means the
higher of the lender's prime rate or the Federal Funds Effective Rate plus 1/2%.
The Facility provides for quarterly reductions of the maximum commitment
beginning September 30, 1994, payable at the end of each fiscal quarter. The
Partnership is permitted to prepay amounts outstanding under the Facility at any
time without penalty, and is able to re-borrow throughout the term of the
Facility up to the maximum commitment then available so long as no event of
default exists. The Partnership is also required to pay a commitment fee of 1/2%
per annum on the unused portion of the Facility. The Facility contains certain
conditions, events of default and financial tests as well as other covenants
including, among others, restrictions on capital expenditures, incurrence of
indebtedness, distributions and investments, sale of assets and acquisitions.
The Partnership believes that it was in compliance with the Facility's loan
covenants as of June 30, 1996. The maximum amount available under the Facility
will decrease by $650,000 in 1996 to $1,050,000 and is payable in full during
1997. Repayment of principal is required to the extent the loan balance then
outstanding exceeds the maximum commitment, as adjusted. At June 30, 1996, the
outstanding loan balance under the Facility was $483,700.
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Operating activities provided $108,500 more cash in the six months
ended June 30, 1996 than in the corresponding period in 1995. The increase was
primarily due to a $51,100 increase in accounts payable and due to affiliates.
Cash generated by Partnership operations increased by $50,400 after adding back
non-cash depreciation and amortization charges. Increases in receivables and
other assets used $3,700 less cash in the first six months of 1996.
The Partnership used $253,800 more cash in investing activities in the
six months ended June 30, 1996 than in the corresponding six months of 1995, due
to a $255,700 increase in expenditures for tangible assets, partially offset by
a $1,300 decrease in expenditures for intangible assets. The Partnership sold
certain cable assets during the first six months of 1996 and received proceeds
totaling $600.
Operating income before depreciation and amortization (EBITDA) as a
percentage of revenues decreased from 42.4% and 44.3% during the three and six
months ended June 30, 1995 to 41.5% and 43.4% in the corresponding 1996 periods,
primarily due to higher insurance expense. EBITDA increased from $332,400 to
$350,100, or by 5.3%, during the three months ended June 30, 1996 compared to
the corresponding quarter in 1995. EBITDA increased from $683,100 to $720,300,
or by 5.4%, during the first six months of 1996 compared to the first six months
of 1995.
-11-
<PAGE> 12
ENSTAR INCOME PROGRAM II-2, L.P.
LIQUIDITY AND CAPITAL RESOURCES (CONCLUDED)
INFLATION
Certain of the Partnership's expenses, such as those for wages and
benefits, equipment repair and replacement, and billing and marketing generally
increase with inflation. However, the Partnership does not believe that its
financial results have been, or will be, adversely affected by inflation in a
material way, provided that it is able to increase its service rates
periodically, of which there can be no assurance.
-12-
<PAGE> 13
ENSTAR INCOME PROGRAM II-2, L.P.
PART II. OTHER INFORMATION
ITEMS 1-5. Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) None
(b) No reports on Form 8-K were filed during the quarter for
which this report is filed.
<PAGE> 14
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.
ENSTAR INCOME PROGRAM II-2, L.P.
a GEORGIA LIMITED PARTNERSHIP
-----------------------------
(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: August 7, 1996 By: /s/ Michael K. Menerey
-----------------------
Michael K. Menerey,
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT JUNE 30, 1996, AND THE STATEMENTS OF OPERATIONS FOR THE SIX MONTHS
ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 2,354,800
<SECURITIES> 0
<RECEIVABLES> 58,900
<ALLOWANCES> 5,800
<INVENTORY> 138,100
<CURRENT-ASSETS> 0
<PP&E> 9,573,200
<DEPRECIATION> 7,228,300
<TOTAL-ASSETS> 5,399,200
<CURRENT-LIABILITIES> 527,100
<BONDS> 483,700
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,399,200
<SALES> 0
<TOTAL-REVENUES> 1,660,200
<CGS> 0
<TOTAL-COSTS> 1,427,300
<OTHER-EXPENSES> (44,600)
<LOSS-PROVISION> 18,300
<INTEREST-EXPENSE> 36,400
<INCOME-PRETAX> 237,800
<INCOME-TAX> 0
<INCOME-CONTINUING> 237,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 237,800
<EPS-PRIMARY> 7.88
<EPS-DILUTED> 0
</TABLE>
