<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTIONS 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended: Commission File Number:
JUNE 30, 1997 33-2320
EXCEL PROPERTIES, LTD.
(Exact name of registrant as specified in its charter)
CALIFORNIA 87-0426335
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
16955 VIA DEL CAMPO, SUITE 110 SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 485-9400
Securities registered pursuant to Section 12(b) of the Act: NONE
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.
(1) Yes X No __
(2) Yes X No __
<PAGE> 2
EXCEL PROPERTIES, LTD.
INDEX TO FINANCIAL STATEMENTS
----------
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Balance Sheets
June 30, 1997 (Unaudited)
December 31, 1996 ............................................................................... 3
Statements of Income
Three Months Ended June 30, 1997 (Unaudited)
Three Months Ended June 30, 1996 (Unaudited)
Six Months Ended June 30, 1997 (Unaudited)
Six Months Ended June 30, 1996 (Unaudited)....................................................... 4
Statements of Changes in Partners' Equity
Six Months Ended June 30, 1997 (Unaudited)
Six Months Ended June 30, 1996 (Unaudited)....................................................... 5
Statements of Cash Flows
Six Months Ended June 30, 1997 (Unaudited)
Six Months Ended June 30, 1996 (Unaudited)....................................................... 6
Notes to Financial Statements....................................................................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................................ 10
PART II. OTHER INFORMATION.................................................................................... 12
</TABLE>
2
<PAGE> 3
EXCEL PROPERTIES, LTD.
BALANCE SHEETS
----------
<TABLE>
<CAPTION>
JUNE 30,
1997 DECEMBER 31,
(UNAUDITED) 1996
------------ ------------
ASSETS
<S> <C> <C>
Real estate:
Land $ 2,917,588 $ 2,917,587
Buildings 4,557,955 4,557,955
Less: accumulated depreciation (1,334,053) (1,261,704)
------------ ------------
Net real estate 6,141,490 6,213,838
Cash 411,428 1,393,367
Escrow Deposits -- 963,968
Accounts receivable, less allowance for bad debts of
$234,148 and $236,017 in 1997 and 1996, respectively 2,779 79,217
Notes receivable 1,005,353 1,009,023
Interest receivable and other assets 11,187 5,890
------------ ------------
Total assets $ 7,572,237 $ 9,665,303
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable:
Affiliates $ 702 $ 864
Other 27,038 935
Tenant security deposits 5,000 5,000
Deferred rental income 12,208 39,099
------------ ------------
Total liabilities 44,948 45,898
------------ ------------
Partners' Equity:
General partner's equity 15,297 23,573
Limited partners' equity, 235,308 units
authorized, 135,299 units issued
and outstanding in 1997 and 1996,
respectively 7,511,992 9,595,832
------------ ------------
Total partners' equity 7,527,289 9,619,405
------------ ------------
Total liabilities and partners' equity $ 7,572,237 $ 9,665,303
============ ============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
3
<PAGE> 4
EXCEL PROPERTIES, LTD.
STATEMENTS OF INCOME - UNAUDITED
----------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenue:
Base rent $ 216,397 $ 247,696 $ 430,027 $ 514,315
Interest income 30,707 53,730 100,805 100,984
--------- --------- --------- ---------
Total revenue 247,104 301,426 530,832 615,299
--------- --------- --------- ---------
Expenses:
Accounting and legal 37,273 12,879 42,455 21,776
Administrative 2,700 2,700 5,400 5,400
Bad debts 30,180 67,763 91,819 84,813
Management fees 1,743 2,072 3,378 4,449
Office expenses 3,530 3,479 7,546 8,410
Property taxes -- (6,100) -- (6,100)
Depreciation 36,175 43,677 72,349 91,422
--------- --------- --------- ---------
Total expenses 111,601 126,470 222,947 210,170
--------- --------- --------- ---------
Income before real estate sales 135,503 174,956 307,885 405,129
Gain - sale of real estate -- 206,761 -- 206,761
--------- --------- --------- ---------
Net income $ 135,503 $ 381,717 $ 307,885 $ 611,890
========= ========= ========= =========
Net income allocated to:
General partner $ 1,355 $ 22,195 $ 3,079 $ 24,974
Limited partners 134,148 359,522 304,806 586,916
--------- --------- --------- ---------
Total $ 135,503 $ 381,717 $ 307,885 $ 611,890
========= ========= ========= =========
Net income per weighted average
limited partnership unit $ 0.99 $ 2.66 $ 2.25 $ 4.34
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
4
<PAGE> 5
EXCEL PROPERTIES, LTD.
STATEMENTS OF CHANGES IN PARTNERS' EQUITY - UNAUDITED
----------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------
1997 1996
------------ ------------
<S> <C> <C>
Balance at January 1 $ 9,619,405 $ 11,367,654
Net income 307,885 611,890
Partner distributions (2,400,001) (2,090,001)
------------ ------------
Balance at June 30 $ 7,527,289 $ 9,889,543
============ ============
</TABLE>
The accompanying notes are an integral
part of the financial statements.
5
<PAGE> 6
EXCEL PROPERTIES, LTD.
STATEMENTS OF CASH FLOWS - UNAUDITED
----------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 307,885 $ 611,890
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation 72,349 91,422
Allowance for doubtful accounts 91,817 84,812
Gain on sale of real estate -- (206,761)
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (15,380) 79,909
Interest receivable 37 24
Increase (decrease) in liabilities:,
Accounts payable 25,941 227
Property taxes payable (5,334) 3,727
Deferred rental income (26,891) (20,276)
----------- -----------
Net cash provided by operating activities 450,424 644,974
----------- -----------
Cash flows from investing activities:
Proceeds from escrow deposits 963,968 --
Proceeds from real estate sales -- 901,187
Collection of notes receivable 3,670 3,133
----------- -----------
Net cash provided in investing activities 967,638 904,320
----------- -----------
Cash flows from financing activities:
Cash distributions (2,400,001) (2,090,001)
----------- -----------
Net cash used by financing activities (2,400,001) (2,090,001)
----------- -----------
Net decrease in cash (981,939) (540,707)
Cash at January 1 1,393,367 1,817,201
----------- -----------
Cash at June 30 $ 411,428 $ 1,276,494
=========== ===========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
6
<PAGE> 7
EXCEL PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS - UNAUDITED
----------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements reflect all adjustments of a recurring nature
which are, in the opinion of management, necessary for a fair presentation
of the financial statements. No adjustments were necessary which were not
of a recurring nature. These financial statements should be read in
conjunction with the financial statements and accompanying footnotes
included in the Partnership's December 31, 1996 Form 10-K.
ORGANIZATION
Excel Properties, Ltd. was formed in the State of California on September
19, 1985, for the purpose of, but not limited to, acquiring and operating
commercial real estate.
REAL ESTATE
Land and buildings are recorded at cost. Buildings are depreciated using
the straight-line method over the tax life of 31.5 years. The tax life
does not differ materially from the economic useful life. Expenditures for
maintenance and repairs are charged to expense as incurred. Significant
renovations are capitalized. The cost and related accumulated depreciation
of real estate are removed from the accounts upon disposition. Gains and
losses arising from the dispositions are reported as income or expense.
CASH DEPOSITS
At June 30, 1997, the carrying amount of the Partnership's cash deposits
total $411,428. The bank balances are $446,464 of which $200,000 is
covered by federal depository insurance.
STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURE
There was no interest or taxes paid for the six months ended June 30, 1997
or 1996. Also, the Partnership had no noncash investing or financing
transactions for the six months ended June 30, 1997 or 1996.
INCOME TAXES
The Partnership is not liable for payment of any income taxes because as a
partnership, it is not subject to income taxes. The tax effects of its
activities accrue directly to the partners.
ACCOUNTS RECEIVABLE
All net accounts receivable are deemed to be collectible within the next
12 months.
Continued
7
<PAGE> 8
EXCEL PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS - UNAUDITED
----------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
FINANCIAL STATEMENT ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
2. FEES PAID TO GENERAL PARTNER
The Partnership has paid the General Partner or its affiliates the
following fees for the six months ended June 30, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Management fees $ 3,378 $ 4,449
Administrative fees 5,400 5,400
Accounting 3,302 12,840
</TABLE>
3. NOTES RECEIVABLE
The Partnership had the following notes receivable at June 30, 1997 and
December 31, 1996:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Note from sale of building, receipts of $1,390 per month
at 9% interest. Secured by building sold. Due July 1997 $ 137,423 $ 139,524
Note from sale of building, interest only receipts of
$5,366 per month at 8.5% interest. Secured by building
sold. Due November 2003 757,500 757,500
Note from sale of building, receipts of $1,004 per month
at 8% interest. Secured by building sold. Due December
2001 110,430 111,999
---------- ----------
Total notes receivable $1,005,353 $1,009,023
========== ==========
</TABLE>
Continued
8
<PAGE> 9
EXCEL PROPERTIES, LTD.
NOTES TO FINANCIAL STATEMENTS - UNAUDITED
----------
4. MINIMUM FUTURE RENTALS
The Partnership leases single-tenant buildings to tenants under
noncancellable operating leases requiring the greater of fixed or
percentage rents. The leases are triple-net, requiring the tenant to pay
all expenses of operating the property such as insurance, property taxes,
repairs and utilities.
Minimum future rental revenue for the next five years for the commercial
real estate currently owned and subject to noncancellable operating leases
is as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1997, remaining six months $ 428,858
1998 847,414
1999 822,445
2000 761,452
2001 638,708
Thereafter 1,975,704
</TABLE>
5. SALE OF PROPERTY
In 1997, there were no property sales. In 1996 the Partnership sold two
buildings in Coon Rapids, Minnesota that were on lease to Kentucky Fried
Chicken and Wendy's. The sale price for the two buildings, which were sold
together, was $925,000 less $23,813 in selling expenses. The Partnership
recognized a gain of $206,761 on the sale.
9
<PAGE> 10
EXCEL PROPERTIES, LTD.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
NATURE OF BUSINESS
Excel Properties, Ltd., a California limited partnership (the "Partnership"),
was organized to purchase commercial real estate properties for cash and to hold
these assets for long-term investment. The Partnership currently owns twenty
properties. The general partners of the Partnership are Excel Realty Trust,
Inc., a Maryland corporation, and Gary B. Sabin, an individual. The Partnership
was formed on September 19, 1985, and will continue in existence until December
31, 2015, unless dissolved earlier under certain circumstances.
Properties that have been acquired by the Partnership are subject to long-term
triple-net leases. Such leases require the lessee to pay the prescribed minimum
rental plus all costs and expenses associated with the operations and
maintenance of the property. These expenses include real property taxes,
property insurance, repairs and maintenance and similar expenses, the net effect
being that, under normal circumstances, no expenses will offset the rental
payment. Most of the leases also provide some form of inflation hedge which
calls for the minimum rent to be increased, based upon adjustments in the
consumer price index, fixed rent escalation, or by receipt of a percentage of
the gross sales of the tenant.
Properties have been acquired free and clear of liens and encumbrances. The
Partnership may seek to finance one or more of the properties and distribute the
financing proceeds to the partners, but only if the financing proceeds equal or
exceed 100% of the Partnership's capital invested in the property or properties
(including a prorata amount of the Partnership's public offering unit selling
commissions and organization expenses). To date, no properties owned by the
Partnership have been the subject of any mortgage financing, therefore, at the
present time, all properties remain free and clear from any mortgage loan, lien
or encumbrance.
The principal investment objectives of the Partnership are to provide to its
limited partners: (1) preservation, protection and eventual return of the
investment, (2) distributions of cash from operations including property sales,
some of which may be a return of capital for tax purposes rather than taxable
income, (3) distributions of cash from financing the properties, and (4)
realization of long-term appreciation in value of the properties.
The general partners have selected properties they believe meet certain minimum
investment standards and that are most likely to accomplish the investment
objectives of the Partnership. Properties were acquired through arms-length
negotiations with third parties.
LIQUIDITY AND CAPITAL RESOURCES
As the Partnership has $411,428 at June 30, 1997, with no debt on any of the
properties it owns, management believes that the Partnership liquidity remains
in a good position. In July 1997, the Partnership distributed accumulated cash
to the partners in the amount of $170,000. The Partnership has no debt and
approximately $62,000 a month from rental revenue, net of bad debts. Management
anticipates that rental revenue should be enough to cover any Partnership
expenses. Also, management does not expect the Partnership to incur any
significant operational expenses as the Partnership properties are subject to
triple-net leases.
Management anticipates that the Partnership's primary source of cash in 1997
will continue to come from rental of the real estate properties currently owned.
The Partnership may also, from time to time, sell certain properties which would
provide cash for distribution. Management anticipates that rental revenue will
be sufficient to cover the operating expenses of the Partnership and allow for
cash distributions to be made to the limited partners. The Partnership has the
policy of paying quarterly distributions to the limited partners of the actual
cash earned by the Partnership in the preceding quarter. Therefore, if expenses
were to increase or revenue were to decrease, the Partnership would decrease the
quarterly distributions to the limited partners. Management expects that the
liquidity of the Partnership will change if properties are sold and/or excess
cash is distributed to the unit holders (partners).
Continued
10
<PAGE> 11
The cash of the Partnership decreased by $981,939 at June 30, 1997 when compared
to December 31, 1996. This decrease was partly due to payments of $1,400,001 in
April 1997 and $1,000,000 in January 1997 in distributions to the partners.
Company received approximately $963,968 from deposits related to a property sold
in 1996 for which it received cash in 1997.
The Partnership has purchased its properties for all cash. The Partnership may
finance one or more of its existing properties if, among other conditions: (1)
the property is held for at least two years (all properties have been owned by
the Partnership for more than two years), (2) the financing proceeds equal or
exceed the Partnership's investment in the property, and (3) the Partnership
distributes the financing proceeds to the partners. To date, the Partnership has
not leveraged any of its properties.
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and the notes thereto.
Comparison of the three months ended June 30, 1997 to the three months ended
June 30, 1996
Base rent decreased $31,299 or 13% from the previous year. During 1996, four
properties were sold which accounted for approximately $40,585 of rents in the
second quarter of 1996.
Operating expenses decreased by $14,871 from the three months ended June 30,
1996 to the three months ended June 30, 1997. The net decrease was primarily due
to the $37,583 decrease in bad debt expense. Bad debt expense is from the
Ponderosa Restaurant, who has vacated one of its premises and has not paid rent
in accordance with the lease, and Toddle House, a tenant in bankruptcy. The
decrease in bad debts was due to normal bad debt reserves for Ponderosa
Restaurant and Toddle House in 1997 versus additional reserves set up in 1996
for outstanding amounts related to Ponderosa Restaurant which stopped paying
rents. In addition, reserves for finance charges were made in 1996, no finance
charges have been made in 1997. Accounting and legal expenses increased $24,394
relating to legal fees for the Ponderosa Restaurant. Other expenses and other
income varied very little between the two accounting periods, except
depreciation expense which decreased $16,428 due to the sale of properties in
1996.
Interest income decreased $23,023 or 43% over 1996 due to finance charges to
Ponderosa Restaurant and Toddle House, charged in 1996 but not in 1997, and
larger cash balances in 1996 than 1997 from proceeds relating to property sales
before the funds were distributed to the partners.
Net income decreased $246,214 due largely to the sale of two properties in 1996.
In 1996, the company recognized a gain of $206,761. There were no property sales
in the three months ended June 30, 1997.
Comparison of the six months ended June 30, 1997 to the six months ended June
30, 1996
Base rent decreased $84,288 or 16% from the previous year. During 1996, four
properties were sold which accounted for approximately $96,769 of rents in the
first six months of 1996.
Operating expenses increased by $12,777 from the six months ended June 30, 1996
to the six months ended June 30, 1997. The net increase was primarily due to the
$20,679 increase in accounting and legal expense. The partnership paid $35,366
in legal fees relating to Ponderosa Restaurant. Bad debt expense relating to the
Ponderosa Restaurant and Toddle House totaled $91,819. Other expenses and other
income varied very little between the two accounting periods, except
depreciation expense which decreased $19,073 due to the sale of properties in
1996.
In 1996, the company recognized a gain of $206,761 relating to the sale of two
properties. There were no property sales in the six months ended June 30, 1997.
Management does not expect inflation to significantly impact the operations of
the Partnership due to the structure of its investment portfolio. The leases all
provide a minimum rental which the lessee is obligated to pay. Additionally,
most leases contain some form of inflation hedge which provides for the rent to
be increased. The rent increases may be in the form of scheduled fixed minimum
rent increases, Consumer Price Index adjustments, or by participating in
Continued
11
<PAGE> 12
a percentage of the gross sales volume of the tenant. Since the triple-net
leases require the lessees to pay for all property operating expenses, the net
effect is that the income should increase as operating expenses increase due to
inflation.
CERTAIN CAUTIONARY STATEMENTS
Certain statements in this Form 10-Q that are not historical fact and constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results of the Partnership to be materially different from historical results or
from any results expressed or implied by such forward-looking statements. Such
risk, uncertainties and other factors include, but are not limited to, the
following risks:
Economic Performance and Value of Properties Dependent on Many Factors. Real
property investments are subject to varying degrees of risk. The economic
performance and values of real estate can be affected by many factors, including
changes in the national, regional and local economic climates, local conditions
such as an oversupply of space or reductions in demand for real estate in the
area, the attractiveness of the properties to tenants, competition from other
available space, the ability of the owner to provide adequate maintenance and
insurance and increased operating costs.
Dependence on Rental Revenue from Real Property. Since substantially all of the
Partnership's income is derived from rental revenue from real property, the
Partnership's income and funds for distribution would be adversely affected if a
significant number of the Partnership's tenants were unable to meet their
obligations to the Partnership or if the Partnership were unable to lease a
significant amount of space in its buildings on economically favorable lease
terms. There can be no assurance that any tenant whose lease expires in the
future will renew such lease or that the Partnership will be able to re-lease
space on economically advantageous terms.
Illiquidity of Real Estate Investments. Equity real estate investments are
relatively illiquid and therefore tend to limit the ability of the Partnership
to vary its portfolio promptly in response to changes in economic or other
conditions.
Risk of Bankruptcy of Tenants. The bankruptcy or insolvency of a tenant would
have an adverse impact on the property affected and on the income produced by
such property. Under bankruptcy law, a tenant has the option of assuming
(continuing) or rejecting (terminating) any unexpired lease. If the tenant
assumes its lease with the Partnership, the tenant must cure all defaults under
the lease and provide the Partnership with adequate assurance of its future
performance under the lease. If the tenant rejects the lease, the Partnership's
claim for breach of the lease would (absent collateral securing the claim) be
treated as a general unsecured claim. The amount of the claim would be capped at
the amount owed for unpaid pre-petition lease payments unrelated to the
rejection, plus the greater of one years' lease payments or 15% of the remaining
lease payments payable under the lease (but not to exceed the amount of three
years' lease payments).
Environmental Risks. Under various federal, state and local laws, ordinances and
regulations, the Partnership may be considered an owner or operator of real
property or may have arranged for the disposal or treatment of hazardous or
toxic substances and, therefore, may become liable for the costs of removal or
remediation of certain hazardous substances released on or in its property or
disposed of by it, as well as certain other potential costs which could relate
to hazardous or toxic substances (including governmental fines and injuries to
persons and property). Such liability may be imposed whether or not the
Partnership knew of, or was responsible for, the presence of such hazardous
toxic substances.
PART II. OTHER INFORMATION
Items 1 through 5 have been omitted since no events occurred with respect to
these items.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: 27.1 - Financial Data Schedule
(b) Reports on Form 8-K
The Partnership filed no reports on Form 8-K during the quarter
ended June 30, 1997.
Continued
12
<PAGE> 13
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.
Dated: August 6, 1997 EXCEL PROPERTIES, LTD.
(Registrant)
Excel Realty Trust, Inc.
(General Partner)
By: /s/ Gary B. Sabin
-------------------------------
Gary B. Sabin, President
By: /s/ David A. Lund
-------------------------------
David A. Lund, Principal Financial
Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 411,428
<SECURITIES> 0
<RECEIVABLES> 1,019,319
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,430,747
<PP&E> 7,475,543
<DEPRECIATION> 1,334,053
<TOTAL-ASSETS> 7,572,237
<CURRENT-LIABILITIES> 44,948
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,511,992
<TOTAL-LIABILITY-AND-EQUITY> 7,572,237
<SALES> 0
<TOTAL-REVENUES> 530,832
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 222,947
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 307,885
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 307,885
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
