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 June 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 June 30, 1996: 34,996
Page 1 of 15
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
June 30, December 31,
1996 1995
-------- --------
Assets
-------
Real estate investments, at cost:
Land $ 7,885 $ 7,885
Buildings and improvements 13,036 13,036
-------- --------
20,921 20,921
Less accumulated depreciation (4,904) (4,671)
-------- --------
Net real estate investments 16,017 16,250
Investment in and advances to unconsolidated
joint venture 512 481
Cash and cash equivalents 1,344 1,816
Accounts receivable, net 98 51
Prepaid expenses and other assets, net 62 55
Deferred financing costs and other fees, net
of accumulated amortization of $484 and $456
at June 30, 1996 and December 31, 1995,
respectively 144 151
-------- --------
$ 18,177 $ 18,804
======== ========
Liabilities and Partners' Equity (Deficit)
------------------------------------------
Notes payable - secured $ 14,878 $ 14,959
Accounts payable and accrued expenses 188 195
Deferred income and security deposits 61 64
-------- --------
Total liabilities 15,127 15,218
-------- --------
Partners' equity (deficit):
General Partner (139) (128)
Limited Partners, 34,996 and 35,000 limited
partnership units outstanding at June 30,
1996 and December 31, 1995, respectively 3,189 3,714
-------- --------
Total partners' equity 3,050 3,586
-------- --------
$ 18,177 $ 18,804
======== ========
See accompanying notes to financial statements.
Page 2 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Operations
(in thousands, except per unit amounts)
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three months ended Six months
ended
June 30, June 30,
-------- --------
1996 1995 1996 1995
Revenue: -------- -------- -------
- - -------
Rental income $ 611 $ 725 $ 1,216 $
1,783
Gain on forgiveness of debt --- 2,769 ---
2,769
Interest and other 19 40 40
84
------- ------- -------
- - -------
Total revenue 630 3,534 1,256
4,636
------- ------- -------
- - -------
Expenses:
Operating (including $70 and $106
paid to affiliates in the six
months ended June 30, 1996 and
1995, respectively) 184 249 347
591
Interest 356 373 713
901
Depreciation and amortization 107 199 262
476
General and administrative
(including $235 and $281 paid
to affiliates in the six months
ended June 30, 1996 and 1995,
respectively) 146 176 306
351
------- ------- -------
- - -------
Total expenses 793 997 1,628
2,319
------- ------- -------
- - -------
Income (loss) before equity in
loss of unconsolidated joint
venture (163) 2,537 (372)
2,317
Equity in loss of unconsolidated
joint venture (86) (165) (164)
(340)
------- ------- -------
- - -------
Net income (loss) $ (249) $ 2,372 $ (536) $
1,977
======= ======= =======
=======
Net income (loss) per limited
partnership "Current Unit" $(19.84) $173.94 $(42.72)
$142.47
======= ======= =======
=======
</TABLE>
See accompanying notes to financial statements.
Page 3 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Partners' Equity (Deficit)
(in thousands)
For the six months ended June 30, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
Limited Partners Total Total
General ---------------------- Limited
Partners'
Partner Current Deferred Growth Partners Equity
-------- ------- -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1994 $ (189) $3,714 $ --- $ --- $3,714 $3,525
Net income 225 1,752 --- --- 1,752 1,977
------ ------ ------ ------ ------ ------
Balance at
June 30, 1995 $ 36 $5,466 $ --- $ --- $5,466 $5,502
====== ====== ====== ====== ====== ======
Balance at
December 31, 1995 $ (128) $3,714 $ --- $ --- $3,714 $3,586
Net loss (11) (525) --- --- (525)
(536)
------ ------ ------ ------ ------ ------
Balance at
June 30, 1996 $ (139) $3,189 $ --- $ --- $3,189 $3,050
====== ====== ====== ====== ====== ======
</TABLE>
See accompanying notes to financial statements.
Page 4 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows (in thousands)
(Unaudited)
Six months ended
June 30,
------------------
1996 1995
------ ------
Cash flows from operating activities:
Net income (loss) $ (536) $1,977
Adjustments to reconcile net income (loss)
to net cash provided by (used for)
operating activities:
Depreciation and amortization 262 476
Equity in loss of unconsolidated joint venture 164 340
Gain on forgiveness of debt --- (2,769)
Changes in assets and liabilities:
Accounts receivable (47) (27)
Prepaid expenses and other assets (7) 33
Deferred financing and other fees (22) (96)
Accounts payable and accrued expenses (7) 83
Deferred income and security deposits (3) 9
------- -------
Net cash provided by (used for) operating activities (196) 26
------- -------
Cash flows from investing activities:
Property additions --- (85)
Payments received on notes receivable
from unconsolidated joint venture 180 60
Additions to notes receivable from
unconsolidated joint venture (375) (146)
------- -------
Net cash used for investing activities (195) (171)
------- -------
Cash flows from financing activities:
Notes payable principal payments (81) (218)
------- -------
Cash used for financing activities (81) (218)
------- -------
Net decrease in cash and cash equivalents (472) (363)
Cash and cash equivalents at beginning of period 1,816 2,297
------- -------
Cash and cash equivalents at end of period $ 1,344 $ 1,934
======= =======
Supplemental disclosure of cash flow information:
Cash paid for interest $ 655 $ 885
======= =======
See accompanying notes to financial statements.
Page 5 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
Note 1. THE PARTNERSHIP AND ITS' SIGNIFICANT ACCOUNTING
POLICIES
-------------------------------------------------------
-
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 June 30, 1996 and December 31, 1995, and the related
statements of operations, for the three and six months ended
June 30, 1996 and 1995, and the changes in partners' equity and
cash flows for the six months ended June 30, 1996 and 1995.
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 six months
ended June 30, 1996 and 1995:
1996 1995
------ ------
Management fees $ 58,000 $ 81,000
Property salaries (reimbursed) 12,000 25,000
The Partnership also reimbursed 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 $235,000 and $281,000 by the
Partnership for such expenses during the six months ended June
30, 1996 and 1995, respectively. Such amounts are included in
general and administrative expenses.
Note 4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
------------------------------------------
On December 31, 1986, the Partnership purchased 49 existing
general partner units representing an undivided 49% interest in
the "Breakers Partnership". Concurrent with this purchase, the
Partnership acquired the right to obtain one additional general
Page 6 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
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.
The investments in and advances to unconsolidated joint venture
is comprised of the following (in thousands):
June 30, December 31,
1996 1995
--------- ---------
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)
Advances to unconsolidated joint venture 969 774
Excess losses - reduction in advances
to Breakers (457) (293)
------- -------
Investments in and advances to
unconsolidated joint venture $ 512 $ 481
======= =======
Page 7 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
Summary condensed balance sheet information as of June 30, 1996
and December 31, 1995, and condensed statements of operations for
the six months ended June 30, 1996 and 1995, are as follows (in
thousands):
Huntington Breakers Apartments, Limited,
A California Limited Partnership
Balance Sheets
June 30, December 31,
1996 1995
------- -------
Net real estate investment $ 16,066 $ 16,386
Other assets 2,275 1,909
-------- --------
Total assets $ 18,341 $ 18,295
======== ========
Notes payable $ 20,500 $ 20,500
Notes payable to Outlook Income/
Growth Fund VIII 970 774
Other liabilities 1,137 1,121
-------- --------
Total liabilities 22,607 22,395
-------- --------
Partners' deficit:
Outlook Income/Growth Fund VIII (2,647) (2,483)
Other Partners, net (1,619) (1,617)
-------- --------
Total Partners' Deficit (4,266) (4,100)
-------- --------
$ 18,341 $ 18,295
======== ========
Page 8 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
Huntington Breakers Apartments, Limited,
A California Limited Partnership
Condensed Statements of Operations
For the six months ended June 30, 1996 and 1995
1996 1995
-------- --------
Revenues $ 1,812 $ 1,660
Expenses 1,978 2,003
-------- --------
Net Loss $ (166) $
(343)
======== ========
A summary of notes payable are as follows (in thousands):
1996 1995
------- -------
7.2% note payable secured by a
first deed of trust and letter of
credit in the amount of
$16,640,000, payable in semi-annual
(interest only in the amount of
$576,000 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 4,500 4,500
------- -------
$ 20,500 $ 20,500
======= =======
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
Page 9 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
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 in the amount of
$16,184,000. The new note bears interest at a 7 day variable
rate (3.35% at June 30, 1996), requires monthly payments of
interest only and matures on July 1, 2014. The Breakers
Partnership has projected an annual interest savings of
approximately $700,000 based on the June 30, 1996, effective
interest rate. Loan fees and issuance costs totalling $168,000
and $357,000, respectively, were incurred in connection with the
new note payable and the issuance of the 1996 Bonds.
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. Loan fees
totalling $45,000 were incurred in connection with the note
refinancing.
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
Page 10 of 15
OUTLOOK INCOME/GROWTH FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
(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 11 of 15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
-------------------------------
Outlook Income/Growth Fund VIII 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 (14,275
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.
During 1996, four deferred 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.
On April 28, 1995, ownership of 175 South West Temple, a property
in a joint venture where 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 for a portion of the outstanding
debt.
The Partnership has obtained a verbal agreement from the lender
for 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 will be the same as those for the existing loan and are
currently being documented.
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),
Page 12 of 15
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 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.
The Huntington Breakers joint venture 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. Any future excess losses exceeding
the balance in advances to the unconsolidated joint venture will
be suspended.
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 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 $1,783,000 during the six months ended June
30, 1995 to $1,216,000 during the six months ended June 30, 1996.
Interest and other revenue has decreased during the six months
ended June 30, 1996 from the same period in 1995 due to the 1996
elimination of interest accruals on the Huntington Breakers
Partnership note receivable and the 1995 write-off of a note
receivable due from 175 South West Temple.
As would be expected 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 six months ended June 30, 1996
compared to the same period in 1995.
Page 13 of 15
San Mar Plaza:
San Mar Plaza was 96% occupied at June 30, 1996, which was one
percent lower than the occupancy at June 30, 1995. At June 30,
1996, the property had 3,700 square feet of vacant space and one
tenant occupying a total of 1,750 square feet of space is on a
month-to-month holdover. Management continues to market its
vacant space, primarily targeting national franchises and multi-
unit regional operators.
Silver Creek:
Silver Creek was 84% occupied at June 30, 1996, which was two
percent lower than the June 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.
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 June 30, 1996, which is two
percent lower than the June 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.
Page 14 of 15
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
None.
(b) Reports on Form 8-K
No reports on Form 8-K were required to be filed during
this reporting period.
Page 15 of 15
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: May 13, 1996 By:
TERRI GARNICK
Chief Financial Officer
Page 16 of 15
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: May 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,344
<SECURITIES> 0
<RECEIVABLES> 98
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 20,921
<DEPRECIATION> (4,904)
<TOTAL-ASSETS> 18,177
<CURRENT-LIABILITIES> 1
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,050
<TOTAL-LIABILITY-AND-EQUITY> 18,177
<SALES> 0
<TOTAL-REVENUES> 1,256
<CGS> 0
<TOTAL-COSTS> 915
<OTHER-EXPENSES> 164
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 713
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (536)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
