FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-14593
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 33-0104267
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1100
San Mateo, California 94402-1708
(Address of principal executive offices) (Zip Code)
(415) 343-9300
(Registrant's telephone number)
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
Total number of units outstanding as of September 30, 1996: 34,992
Page 1 of 15
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
<CAPTION>
September 30, December 31,
1996 1995
<S>
<C> <C>
Assets
Rental property:
Land
$ 7,885 $ 7,885
Buildings and improvements
13,042 13,036
- - ---------- -----------
20,927 20,921
Less accumulated depreciation
(5,020) (4,671)
- - ---------- -----------
Net rental property
15,907 16,250
Cash and cash equivalents
1,058 1,816
Accounts receivable, net
120 51
Investment in and advances to unconsolidated joint venture
--- 481
Deferred financing costs and other fees, net of accumulated
amortization of $504 and $456 at September 30, 1996 and
December 31, 1995, respectively
352 151
Other assets
103 55
- - ---------- -----------
Total assets
$ 17,540 $ 18,804
========== ===========
Liabilities and Partners' Equity (Deficit)
Liabilities:
Accounts payable and accrued expenses
$ 207 $ 135
Interest payable
118 60
Notes payable
14,834 14,959
Other liabilities
57 64
- - ---------- -----------
Total liabilities
15,216 15,218
- - ---------- -----------
Partners' equity (deficit):
General Partner
(153) (128)
Limited Partners, 34,992 and 35,000 limited
partnership units outstanding at September 30,
1996 and December 31, 1995, respectively
2,477 3,714
- - ---------- -----------
Total partners' equity
2,324 3,586
- - ---------- -----------
Total liabilities and partners' equity
$ 17,540 $ 18,804
========== ===========
</TABLE>
See accompanying notes to financial statements.
Page 2 of 15
<PAGE>
<TABLE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Operations
(in thousands, except per unit amounts)
(Unaudited)
<CAPTION>
Three Months
Ended Nine Months Ended
September 30, September 30,
- - --------------------- ----------------
1996
1995 1996 1995
------
------ ------ -----
Revenues:
<S> <C>
<C> <C> <C>
Rental income $ 569
$ 588 $ 1,785 $ 2,371
Gain (loss) on debt forgiveness ---
(89) --- 2,680
Interest and other income 15
38 55 122
----------
- - ---------- ------------ ----------
Total revenues 584
537 1,840 5,173
----------
- - ---------- ------------ ----------
Expenses:
Operating, including $106 and $141 paid
to affiliates in the nine months
ended September 30, 1996 and 1995,
respectively 185
202 532 793
Interest 364
372 1,086 1,291
Depreciation and amortization 127
142 380 600
General and administative, including $353
and $417 paid to affiliates in the
nine months ended September 30, 1996 and 1995,
respectively 141
148 447 499
----------
- - ---------- ------------ ----------
Total expenses 817
864 2,445 3,183
----------
- - ---------- ------------ ----------
Income (loss) before equity in loss of
unconsolidated joint venture (233)
(327) (605) 1,990
----------
- - ---------- ------------ ----------
Equity in loss of unconsolidated joint venture (493)
--- (657) (340)
----------
- - ---------- ------------ ----------
Net income (loss) $ (726)
$ (327) $ (1,262) $ 1,650
==========
========== ============ ==========
Net income (loss) per limited partnership
current unit $ (57.86)
$ (26.02) $ (100.58) $ 116.45
==========
========== ============ ==========
Number of limited partnership current
units outstanding during the period used
to compute net income (loss) per
limited partnership unit 12,297
12,297 12,297 12,297
========
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
Page 3 of 15
<PAGE>
<TABLE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Partners' Equity (Deficit)
(in thousands)
For the nine months ended September 30, 1996 and 1995
(Unaudited)
<CAPTION>
Total
General Limited
Partners Limited Partners'
Partner Current
Deferred Growth Partners Equity
<S> <C> <C>
<C> <C> <C> <C>
Balance at December 31, 1995 $ (128) $ 3,714 $
--- $ --- $ 3,714 $ 3,586
Net loss (25) (1,237)
--- --- (1,237) (1,262)
---------- ----------
- - ---------- ---------- --------- ----------
Balance at September 30, 1996 $ (153) $ 2,477 $
--- $ --- $ 2,477 $ 2,324
========== ==========
========== ========== ========= ==========
Balance at December 31, 1994 $ (189) $ 3,714 $
--- $ --- $ 3,714 $ 3,525
Net income 218 1,432
--- --- 1,432 1,650
---------- ----------
- - ---------- ---------- --------- ----------
Balance at September 30, 1995 $ 29 $ 5,146 $
--- $ --- $ 5,146 $ 5,175
========== ==========
========== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
Page 4 of 15
<PAGE>
<TABLE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows (in thousands)
(Unaudited)
<CAPTION>
Nine months ended
September 30,
1996 1995
<S>
<C> <C>
Cash flows from operating activities:
Net income (loss)
$ (1,262) $ 1,650
Adjustments to reconcile net income (loss) to net
cash used for operating activities:
Gain on debt forgiveness
--- (2,680)
Equity in loss of unconsolidated joint venture
657 340
Depreciation and amortization
380 600
Amortization of loan fees, included in interest
expense
17 24
Changes in certain assets and liabilities:
Accounts receivable
(69) (15)
Deferred financing costs and other fees
(250) (108)
Other assets
(48) (4)
Accounts payable and accrued expenses
72 177
Interest payable
58 (7)
Other liabilities
(7) 11
---------- ----------
Net cash used for operating activities
(452) (12)
---------- ----------
Cash flows from investing activities:
Additions to rental property
(6) (68)
Payments received on notes receivable from unconsolidated
joint venture
200 140
Additions to note receivable from unconsolidated
joint venture
(375) (178)
---------- ----------
Net cash used for investing activities:
(181) (106)
---------- ----------
Cash flows from financing activities:
Notes payable principal payments
(125) (259)
---------- ----------
Net cash used for financing activities
(125) (259)
---------- ----------
Net decrease in cash
(758) (377)
Cash and cash equivalents at beginning of period
1,816 2,297
---------- ----------
Cash and cash equivalents at end of period
$ 1,058 $ 1,920
========== ==========
Supplemental disclosure of cash flow information:
Cash paid for interest
$ 1,011 $ 1,246
========== ==========
</TABLE>
See accompanying notes to financial statements.
Page 5 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1996
(Unaudited)
Note 1. THE PARTNERSHIP
In the opinion of Glenborough Corporation (formerly Glenborough Realty
Corporation), the managing general partner, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal accruals)
necessary to present fairly the financial position of Outlook Income/Growth Fund
VIII, A California Limited Partnership (the "Partnership"), as of September 30,
1996 and December 31, 1995, and the related statements of operations, for the
three and nine months ended September 30, 1996 and 1995, and the changes in
partners' equity and cash flows for the nine months ended September 30, 1996 and
1995.
The Partnership has three types of units: (i) Current Units (12,297 units
currently outstanding); (ii) Deferred Units (8,424 units currently outstanding);
and (iii) Growth Units (14,271 units currently outstanding). Each type of unit
was designed to provide a different type of return to the investor. During 1996,
four deferred units and four growth units were abandoned as a result of partners
desiring to no longer receive Partnership K-1's and to give them the ability to
write-off investments for income tax purposes.
Note 2. REFERENCE TO 1995 AUDITED FINANCIAL STATEMENTS
----------------------------------------------
These unaudited financial statements should be read in conjunction with the
Notes to Consolidated Financial Statements included in the 1995 audited
financial statements.
Note 3. TRANSACTIONS WITH AFFILIATES
Glenborough Corporation ("Glenborough") has been compensated for property
management services. The following amounts paid to Glenborough are included in
operating expenses for the nine months ended September 30, 1996 and 1995:
1996 1995
-------- ------
Management fees $ 87,000 $ 110,000
Property salaries (reimbursed) 19,000 31,000
The Partnership also reimburses Glenborough for expenses incurred for services
provided to the Partnership such as accounting, investor services, data
processing, duplicating and office supplies, legal and administrative services,
and the actual costs of goods and materials used for or by the Partnership.
Glenborough was reimbursed $353,000 and $417,000 by the Partnership for such
expenses during the nine months ended September 30, 1996 and 1995, respectively.
Such amounts are included in general and administrative expenses.
Page 6 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1996
(Unaudited)
Note 4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
On December 31, 1986, the Partnership purchased 49 general partner units,
representing an undivided 49% interest, in Huntington Breakers Apartments,
Limited (the Breakers Partnership). Concurrent with this purchase, the
Partnership acquired the right to obtain one additional general partner unit.
This right was exercised by the Partnership in January 1988 for a purchase price
of $20,000, which increased its interest in the Breakers Partnership to 50%. The
Breakers Partnership owns a 342-unit apartment complex located in Huntington
Beach, California which was completed in March 1986.
<TABLE>
The investments in and advances to unconsolidated joint venture is comprised of
the following (in thousands):
<CAPTION>
September 30, December 31,
1996 1995
<S> <C>
<C>
Equity interest $
(2,190) $ (2,190)
Acquisition fees
553 553
Legal, appraisal and other costs
2,575 2,575
Amortization of acquisition fee, legal and
appraisal expenses
(938) (938)
Net advances to unconsolidated joint venture
657 774
Excess losses - reduction in advances to Breakers
(657) (293)
- - ------------ ------------
Investments in and advances to unconsolidated
joint venture $
--- $ 481
============ ============
</TABLE>
Page 7 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1996
(Unaudited)
Summary condensed balance sheet information as of September 30, 1996 and
December 31, 1995, and condensed statements of operations for the nine months
ended September 30, 1996 and 1995, are as follows (in thousands):
<TABLE>
Huntington Breakers Apartments, Limited,
A California Limited Partnership
Balance Sheets
<CAPTION>
September 30, December 31,
1996 1995
<S> <C>
<C>
Net real estate investment $
15,901 $ 16,386
Other assets
1,285 1,909
- - ------------ ------------
Total assets $
17,186 $ 18,295
============ ============
Notes payable $
20,000 $ 20,500
Notes payable to Outlook Income/Growth Fund VIII
657 481
Other liabilities
1,243 1,121
- - ------------ ------------
Total liabilities
21,900 22,102
- - ------------ ------------
Partners' deficit:
Outlook Income/Growth Fund VIII
(3,088) (2,190)
Other Partners, net
(1,626) (1,617)
- - ------------ ------------
Total Partners' Deficit
(4,714) (3,807)
- - ------------ ------------
$
17,186 $ 18,295
============ ============
</TABLE>
Page 8 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1996
(Unaudited)
Huntington Breakers Apartments, Limited,
A California Limited Partnership
Condensed Statements of Operations
For the nine months ended September 30, 1996 and 1995
1996 1995
---------- --------
Revenues $ 2,783 $ 2,551
Expenses 3,690 2,998
------------ ------------
Net loss $ (907) $ (447)
============ ============
<TABLE>
A summary of notes payable are as follows (in thousands):
<CAPTION>
1996 1995
---------- --------
<S>
<C> <C>
7 day variable rate (3.80% at September 30, 1996) note payable secured by a
first deed of trust and letter of credit in the amount of $16,184,000, payable
in monthly interest only installments until maturity on July 1, 2014 at which
time all remaining principal and interest will be due and payable
$ 16,000 $ 16,000
Note payable secured by a second trust deed, accrues interest at LIBOR plus
1.5%, payable in monthly interest only installments until July 1, 2001, at which
time all remaining principal and interest will be due and payable
4,000 4,500
------------ ------------
$ 20,000 $ 20,500
============ ============
</TABLE>
The note payable in the amount of $16,000,000 was given by the Partnership for
the proceeds of City of Huntington Beach Multifamily Mortgage Revenue Refunding
Bonds, Issue of 1989.
On July 1, 1996, the $16,000,000 note payable included on the Breakers
Partnership June 30, 1996 balance sheet was paid-off with proceeds from the sale
of Weekly Rate Demand Multifamily Housing Revenue Refunding Bonds, 1996 Series A
(the 1996 Bonds), issued by the City of Huntington Beach on behalf of the
Breakers Partnership. Concurrent with and as a result of the issuance of the
1996 Bonds, the Breakers Partnership entered into a new loan agreement for
$16,000,000. Loan fees and issuance costs totalling $168,000 and $351,000,
respectively, were incurred in connection with the new note payable and the
issuance of the 1996 Bonds. The
Page 9 of 15
<PAGE>
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
September 30, 1996
(Unaudited)
Breakers Partnership has projected an annual interest savings of approximately
$489,000 based on the September 30, 1996, effective interest rate.
The 1996 Bonds bear the same interest rate and due date as the new $16,000,000
note payable and are limited obligations of the City of Huntington Beach payable
solely out of the proceeds from payments on the $16,000,000 note payable from
the Breakers Partnership and from drawings on the related letter of credit. The
1996 Bonds are subject to mandatory tender and redemption on various dates prior
to the expiration of the above mentioned letter of credit on July 1, 2001.
On June 1, 1996, the Breakers Partnership refinanced its $4,500,000 note payable
secured by a second trust deed. The Breakers Partnership obtained favorable
variable rate financing and a five year extension of the maturity date. On July
1, 1996, the Partnership made a $500,000 principal payment on the note.
Total loan fees incurred in 1996 include $196,000 paid to Glenborough in
connection with the debt refinancing.
Note 5. PROPERTY DISPOSITION
On March 6, 1995, management of 175 South West Temple, a 145,075 square foot
office building in Salt Lake City, Utah, was turned over, as part of a pending
completion of a negotiated foreclosure, to a receiver for the lender in advance
of the debt's May 1, 1995 maturity. Since the amount of the debt was in excess
of the carrying and market values of the property and the existing lender had
shown no willingness to extend the maturity date, or otherwise work toward a
realistic solution, the only prudent action was to negotiate an amicable
foreclosure.
On April 28, 1995, the deed of trust was foreclosed and the lender obtained
title to the property. The outstanding debt (including previously deferred
interest) was $10,095,000 while net assets totaled $7,448,000, resulting in an
extraordinary gain on debt forgiveness of $2,647,000.
Page 10 of 15
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
Outlook Income/Growth Fund VIII (the Partnership) was formed to invest in
improved real estate which would: (i) generate sufficient cash flow to pay
expenses and to provide funds for cash distributions; (ii) increase equity
through reduction of mortgages; and (iii) have potential for appreciation.
The Partnership has three types of units: (i) Current Units (12,297 units
currently outstanding); (ii) Deferred Units (8,424 units currently outstanding);
and (iii) Growth Units (14,271 units currently outstanding). Each type of unit
was designed to provide a different type of return to the investor. Although the
Partnership was structured as a highly leveraged investment, it anticipated
paying high current cash distributions (9%) on the Current Units because they
represented only 35% of the funds raised and the Partnership would be able to
allocate all current cash flow to them. The Partnership paid distributions on
the Current Units at a 9% annualized rate from the quarter ended September 30,
1986 through the quarter ended December 31, 1987, and at a 6% rate from January
1, 1988, through the quarter ended September 30, 1988, at which time
distributions were suspended. At this time distributions remain suspended and
management is unable to predict when distributions will resume.
On April 28, 1995, ownership of 175 South West Temple, a property in a joint
venture in which the Partnership was the general partner, was turned over to the
lender in a negotiated deed-in-lieu of foreclosure prior to the debt's May 1,
1995 maturity. Since the amount of the debt was in excess of the carrying and
market values of the property and the existing lender had shown no willingness
to extend the maturity date, or otherwise work toward a realistic solution, the
only prudent action was to negotiate an amicable foreclosure. This negotiated
foreclosure relieved the Partnership of its guarantee on the debt.
The Partnership obtained an extension of the due date of its loan secured by San
Mar Plaza. The loan has been extended for nine months beyond the original
maturity date of July 13, 1996. The terms of the extension are the same as those
for the existing loan.
The Partnership owns a 50% general partnership interest in Huntington Breakers
Apartments, Limited (the Breakers Partnership). The Breakers Partnership, which
owns a 342 unit apartment complex, has generated losses in excess of the
Partnership's original investment. Such excess losses have been applied as a
reduction in the advances to the unconsolidated joint venture. Current and
future losses exceeding the balance in advances to the unconsolidated joint
venture have been and will continue to be suspended.
On July 1, 1996, the $16,000,000 note payable included on the Breakers
Partnership June 30, 1996 balance sheet was paid-off with proceeds from the sale
of Weekly Rate Demand Multifamily Housing Revenue Refunding Bonds, 1996 Series A
(the 1996 Bonds), issued by the City of Huntington Beach on behalf of the
Breakers Partnership. Concurrent with and as a result of the issuance of the
1996 Bonds, the Breakers Partnership entered into a new loan agreement for
$16,000,000. The new note payable is secured by a first deed of trust and a
letter of credit
Page 11 of 15
<PAGE>
in the amount of $16,184,000. The new note bears interest at a 7 day variable
rate, requires monthly payments of interest only and matures on July 1, 2014.
The 1996 Bonds bear the same interest rate and due date as the new $16,000,000
note payable and are limited obligations of the City of Huntington Beach payable
solely out of the proceeds from payments on the $16,000,000 note payable from
the Breakers Partnership and from drawings on the related letter of credit. The
1996 Bonds are subject to mandatory tender and redemption on various dates prior
to the expiration of the above mentioned letter of credit on July 1, 2001.
Management's continuing overall goal is to preserve and protect the
Partnership's assets. The ongoing business plan for the Partnership is to strive
to improve its cash flow within the limitations of local market conditions,
reduce debt and build reserves. Additionally, the general partner is actively
pursuing the restructuring of existing debt at lower interest rates to help
facilitate the overall business plan. The Partnership also continues to strive
to maintain stable operations and endure the challenges of the market by
suspending distributions and offering experienced day-to-day management of
income and expenditures.
Results of Operations
The April 1995, negotiated foreclosure on 175 South West Temple, discussed
above, accounts for the majority of the decrease in rental income from
$2,371,000 for the nine months ended September 30, 1995 to $1,785,000 for the
nine months ended September 30, 1996.
Interest and other revenue has decreased during the nine months ended September
30, 1996 from the same period in 1995 due to the 1996 cessation of interest
accrual on the note receivable from Breakers Partnership and the 1995 write-off
of a note receivable due from 175 South West Temple.
As a result of the property disposition (discussed above) in 1995, operating
expenses, general and administrative expenses, interest expense and depreciation
and amortization decreased during the nine months ended September 30, 1996
compared to the same period in 1995.
San Mar Plaza:
San Mar Plaza was 97% occupied at September 30, 1996 and 1995, with 1,600 square
feet of vacant space. Management continues to market its vacant space, primarily
targeting national franchises and multi-unit regional operators.
Silver Creek:
Silver Creek was 90% occupied at September 30, 1996, which was two percent
higher than the September 30, 1995 occupancy. In 1996, two lease renewals were
completed totalling 5,000 square feet of space. Management believes that the
market is strong enough that it can now concentrate on upgrading the tenant mix
to strengthen the center.
Page 12 of 15
<PAGE>
Huntington Breakers Apartments:
The Huntington Breakers Apartments joint venture agreement included an income
guaranty from the developer to the Partnership. The developer defaulted on the
income guaranty and no amounts were ever paid. Following lengthy negotiations,
the developer agreed to pay the guaranteed amounts, but the Partnership allowed
the payments to be deferred and collected as a priority claim against future
cash flow. Under the Huntington Breakers joint venture agreement, the
Partnership has an annual cash flow priority of $700,000. The property has never
reached this cash flow and no guaranty amounts have ever been received.
The property was 94% occupied at September 30, 1996, which is three percent
higher than the September 30, 1995, occupancy. Occupancies in the competing
complexes have improved and the competition has reduced rental concessions
offered to draw in new tenants. The majority of the communities are
approximately 93% to 95% occupied. Management believes the market has improved
and has continued an aggressive marketing campaign to attract new tenants and
maintain occupancy.
Huntington Breakers expenses on the condensed statement of operations has
increased during the nine months ended September 30, 1996 when compared to the
same period in 1995, as a result of writing-off $818,000 of loan fees related to
the $16,000,000 note that was paid off on July 1, 1996, and an increase in
general and administrative expenses of $10,000. The increase in expenses was
partially offset by a reduction in interest expense of $146,000 based on the new
financing arrangements.
Page 13 of 15
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Partnership is not a party to, nor any of its assets the
subject of, any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
#27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed during this
reporting period.
Page 14 of 15
<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.
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Corporation,
(formerly Glenborough Realty Corporation)
a California corporation
Managing General Partner
Date: November 13, 1996 By: /s/Terri Garnick
Terri Garnick
Chief Financial Officer
Page 15 of 15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000771998
<NAME> OUTLOOK INCOME/GROWTH FUND VIII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,058
<SECURITIES> 0
<RECEIVABLES> 120
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,178
<PP&E> 20,927
<DEPRECIATION> 5,020
<TOTAL-ASSETS> 17,540
<CURRENT-LIABILITIES> 207
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,324
<TOTAL-LIABILITY-AND-EQUITY> 17,540
<SALES> 0
<TOTAL-REVENUES> 1,840
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,359
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,086
<INCOME-PRETAX> (1,262)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,262)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,262)
<EPS-PRIMARY> (100.58)
<EPS-DILUTED> (100.58)
</TABLE>
