SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[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
For the transition period from to .
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Commission File No. 0-26232
CHINA PACIFIC, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 87-0429945
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(State or other jurisdiction of
incorporation or organization) (IRS Employer Identification No.)
Rm. 2008 Sun Hung Kai Centre, 30 Harbour Road
Wanchai, Hong Kong
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(Address of principal executive offices)
(852) 2802 3068
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
------- -------
As of November 1, 1996, 8,952,862 shares of Common Stock of the issuer
were outstanding.
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CHINA PACIFIC, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 1996 and
December 31, 1995.............................................1
Consolidated Statements of Operations - For the three
and nine month periods ended September 30, 1996 and 1995......2
Consolidated Statements of Cash Flows - For the nine
month periods ended September 30, 1996 and 1995...............3
Notes to Consolidated Financial Statements....................4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................8
PART II - OTHER INFORMATION................................................10
SIGNATURES.................................................................11
</TABLE>
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHINA PACIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)
(Amounts expressed in United States $'000)
<TABLE>
<CAPTION>
September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash 1,418 14,691
Accounts receivable, net 17,368 17,153
Due from related companies 14 12
Prepayments and other current assets 1,219 3,651
Inventories, net 46,001 32,723
------ ------
Total current assets 66,020 68,230
Investment in associated company 6,855 6,011
Investments and notes receivable 4,427 3,810
Deferred value added tax recoverable 4,392 4,950
Property, plant and equipment, net 21,241 10,908
Construction in progress 1,201 -
Goodwill, net 2,234 2,104
------- ------
Total assets 106,369 96,013
======= ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings 5,480 12,481
Long-term debt, current portion 174 3,783
Accounts payable 18,745 17,779
Deposits from customers 11,625 11,265
Accrued liabilities 8,005 7,340
Value added tax payable 2,604 1,898
Due to related companies 1,543 1,634
------ -----
Total current liabilities 48,176 56,180
Long-term debt 6,591 10,979
------ ------
Total liabilities 54,767 67,159
------ ------
Minority interests 16,399 12,947
------ ------
Shareholders' equity:
Preferred stock, par value $0.001
Series A convertible - -
Series B convertible and redeemable - -
Series C convertible and redeemable - -
Common stock, par value $0.001 9 17
Treasury stock (171) -
Additional paid-in capital 22,939 11,495
Dedicated capital 1,801 938
Retained earnings 10,072 2,872
Cumulative translation adjustments 553 585
------ ------
Total shareholders' equity 35,203 15,907
------- ------
Total liabilities and shareholders'
equity 106,369 96,013
======= ======
</TABLE>
See accompanying notes to condensed consolidated financial statements
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CHINA PACIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30
(Amounts expressed in United States $'000)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Net sales 31,635 21,733 86,804 21,733
Cost of goods sold 27,389 16,004 74,468 16,004
--------- --------- --------- --------
Gross profit 4,246 5,729 12,336 5,729
Selling, general and administrative
expenses (1,822) (788) (5,501) (788)
Interest income (expense), net 46 (806) 202 (806)
Other income, net 1,591 129 4,477 129
--------- ------- -------- --------
Income (loss) from continuing
operations before income taxes 4,062 4,264 11,515 4,264
Provision for income taxes - 20 - 20
--------- ------- ------- --------
Income (loss) from continuing
operations 4,062 4,244 11,515 4,244
Discontinued operations:
Income from operations of the
discontinued Sun City Subsidiaries,
net - 56 - 1,652
-------- ------ ------- -------
Income before minority interests 4,062 4,300 11,515 5,896
Minority interests (1,223) (1,798) (3,452) (2,584)
-------- ------ ------ ------
Net income 2,839 2,502 8,063 3,312
======== ====== ====== ======
Earnings per common share:
Income from continuing operations 0.32 0.71 0.93 0.71
Income from discontinued operations - 0.01 - 0.24
------- ----- ------ ------
Net income 0.32 0.72 0.93 0.95
======== ====== ====== ======
Weighted average number of shares
outstanding 8,998,901 3,575,165 8,673,156 3,572,688
========= ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements
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CHINA PACIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(Amounts expressed in United States $'000)
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 8,063 3,312
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Equity gain on CPC (844) -
Amortization and depreciation 1,098 362
Loss on disposals of fixed assets - 32
Taxation - (20)
Minority interests 3,452 12,217
Effect of cumulative translation adjustment (32) (4)
(Increase) Decrease in operating assets
Accounts receivable, net (215) -
Inventories, net (13,278) (27,814)
Deposits receivable - (12,586)
Utility deposits - 142
Prepayments and other current assets 2,432 (6,487)
Increase (Decrease) in operating liabilities:
Accounts payable 966 -
Accrued liabilities 665 25,577
Advanced payments - 1,684
Deposit from customers 360 -
Taxation 1,264 -
------ ------
Net cash provided by (used in) operating activities 3,931 (3,585)
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales proceeds of fixed assets - 18
Acquisition of investments and notes receivable (617) -
Acquisition of fixed assets (11,560) (11,423)
Acquisition of development properties, net - (14,114)
Acquisition of construction in progress (1,201) -
------ ------
Net cash (used in) investing activities (13,378) (25,519)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in other loans - 26,067
Decrease in short-term borrowings (7,001) -
(Decrease) in obligations under lease purchase
contracts - (34)
Other long-term liabilities (7,997) -
Loan from ultimate holding company - 2,488
Due from related companies and holding company (2) 102
Due to related companies and holding company (91) (1)
Proceeds from issuance of common and preferred stock 11,436 1,606
Increase in treasury stock (171) -
------ ------
Net cash provided by (used in) financing activities (3,826) 30,228
------ ------
Net increase (decrease) in cash (13,273) 1,124
Cash at beginning of period 14,691 135
------ ------
Cash at end of period 1,418 1,259
====== ======
</TABLE>
See accompanying notes to condensed consolidated financial statements
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China Pacific, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 1996
(Unaudited)
1. INTERIM FINANCIAL PRESENTATION
The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-QSB. The December 31, 1995 balance sheet data was
derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles. The
interim financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in the
Company's Form 10-KSB dated December 31, 1995. In the opinion of
management, the interim financial statements reflect all adjustments of a
normal recurring nature necessary for a fair presentation of the results
for the interim periods presented.
2. CURRENCY PRESENTATION AND FOREIGN CURRENCY TRANSLATION
The Company's financial information is presented in U.S. dollars. The
translation of the financial statements of foreign subsidiaries into United
States dollars is performed for balance sheet accounts using closing
exchange rates in effect at the balance sheet date and for revenue and
expense accounts using an average exchange rate during each reporting
period. The gains or losses resulting from translation are included in
shareholders' equity separately as cumulative translation adjustments.
3. BUSINESS AND ORGANIZATION
Effective July 1, 1995, the Company acquired a 60% interest in Chengdu
Chengkang Iron and Steel Limited ("CCISC"), a sino-foreign joint venture
engaged in the manufacturing of iron and steel products in the People's
Republic of China.
Effective December 29, 1995, the Company's 51% subsidiary, China Pacific
Construction (B.V.I.) Limited (formerly known as China Treasure
Construction (B.V.I.) Limited), disposed of its entire equity interest in
the Sun City development.
The interim financial statements included herein include only the Sun City
related operations during 1995 and include only the CCISC operations during
1996. Pro forma information, giving affect to the CCISC acquisition and
Sun City disposition as if they had taken place at January 1, 1995 is as
follows:
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CHINA PACIFIC, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE PERIOD FROM JANUARY 1, 1995 TO SEPTEMBER 30, 1995
(Amounts expressed in United States $'000)
<TABLE>
<CAPTION>
China Pacific CCISC Pro Forma Pro Forma
Historical Pro Forma Adjustments Combined
<S> <C> <C> <C> <C>
Net sales 21,733 55,741 77,474
Cost of goods sold (16,004) (48,130) (64,134)
------ ------ ------
Gross profit 5,729 7,611 13,340
Selling, general and
administrative expense (788) (2,920) (42) (3,750)
Interest expense, net (806) - (806)
Other income (expense), net 29 (20) 109
----- ----- --- -----
Income (loss) from
continuing operations
before income taxes 4,264 4,671 (42) 8,893
Provision for income taxes (20) - (20)
----- ----- --- -----
Income (loss) from
continuing operations 4,244 4,671 (42) 8,873
Discontinued operations:
Income from operations
of the discontinued Sun
City Subsidiaries (less
Nil amount of applicable
income taxes) 1,652 - 1,652
----- ----- ---- -----
Income before minority
interests 5,896 4,671 (42) 10,525
Minority interests (2,584) (1,868) (4,452)
Net income (loss) 3,312 2,803 (42) 6,073
====== ====== === ======
Earnings per common share:
Income from
continuing operations 1.46
Income from
discontinued operations 0.24
-----
Net income 1.70
=====
Weighted average number of
shares outstanding 3,572,688
=========
</TABLE>
(a) To record amortization of goodwill over a 40 year period.
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4. SHAREHOLDERS' EQUITY
REVERSE STOCK SPLIT
The Company declared a 1-for-4 reverse stock split effective July 9, 1996.
All information herein relating to shares issued or outstanding, including
information in the following footnotes, reflects the effect of such reverse
stock split.
COMMON STOCK
During the nine months ended September 30, 1996, holders of 145,015 shares
of common stock exercised their rights entitling those holders to receive
an additional 85,219 shares of common stock.
During the nine months ended September 30, 1996, the Company issued 195,750
shares of common stock for consulting services rendered in connection with
the Chengdu Steel acquisition.
SERIES A CONVERTIBLE PREFERRED STOCK
During the nine months ended September 30, 1996, 2,250 shares of Series A
preferred stock were converted into 559,167 shares of common stock of the
Company. No Series A preferred stock remained outstanding as of September
30, 1996.
SERIES B CONVERTIBLE AND REDEEMABLE PREFERRED STOCK
During the nine months ended September 30, 1996, the Company sold 1,030
shares of Series B convertible and redeemable preferred stock, par value
$0.001 each, for $1,030,000. The subscription value of Series B
convertible and redeemable preferred stock is convertible into common stock
of the Company at a conversion price equal to 65% of the average closing
market price of the Company's common stock for the five days immediately
preceding the date of the notice of conversion. The outstanding
convertible and redeemable preferred stock is redeemable at the option of
the Company at any time after January 1, 1997 by giving ten days notice at
the original subscription price. 1,680 shares of Series B preferred stock
were converted into 544,961 shares of common stock of the Company during
the nine months ended September 30, 1996. No Series B preferred stock
remained outstanding as of September 30, 1996.
SERIES C CONVERTIBLE AND REDEEMABLE PREFERRED STOCK
During the nine months ended September 30, 1996, the Company sold 9,105
shares of Series C 7% convertible and redeemable preferred stock, par value
of $0.001 each, for $9,105,000. The subscription value of Series C
convertible and redeemable preferred stock is convertible into common stock
of the Company at a conversion price equal to 75% of the average closing
market price of the Company's stock for the five days immediately preceding
the date of the notice of conversion. The Series C 7% convertible and
redeemable preferred stock carries a 7% annual dividend payable upon
conversion or redemption. The outstanding convertible and redeemable
preferred stock is redeemable at the option of the Company at any time
after January 1, 1998 with ten days notice at 133% of the original
subscription price. 9,047.7 shares of the Series C convertible and
redeemable preferred stock were converted into 2,716,384 shares of common
stock of the Company during the nine months ended September 30, 1996. At
September 30, 1996, 57.3 shares of Series C preferred stock remained
outstanding. Subsequent to September 30, 1996, the remaining shares of
Series C preferred stock were converted into 10,780 shares of common stock.
-6-
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TEN PERCENT CONVERTIBLE DEBENTURE
During the nine months ended September 30, 1996, $600,000 of 10%
convertible debentures were converted into 155,444 shares of common stock
of the Company. Interest, totaling $15,369, on the 10% convertible
debentures was converted into 3,081 shares of common stock of the Company.
$200,000 of 10% convertible debentures remained outstanding as of September
30, 1996.
TREASURY STOCK
During the nine months ended September 30, 1996, the Company acquired
110,000 shares of its common stock in the open market for aggregate
consideration of $171,000.
WARRANTS
The Company agreed to grant 343,750 warrants exercisable at $4.00 per share
to various parties for investment banking services rendered. Issuance of
the warrants is subject to execution of final documentation.
5. OTHER INCOME - MINIMUM PROFIT GUARANTEES
Pursuant to the terms governing the formation of Chengdu Steel and the
Company's acquisition of a 60% interest in Chengdu Steel, Chengdu Iron and
Steel Plant guaranteed a minimum after tax profit to Chengdu Steel of Rmb
150 million (approximately $18 million) during 1996. The Company estimates
annual after tax profits of Chengdu Steel periodically in order to
determine whether payments will be due to China Pacific Steel Limited, the
Company's wholly-owned subsidiary and 60% owner of Chengdu Steel, pursuant
to such profit guarantee. Based on earnings to date, the estimated short-
fall in after tax profits of Chengdu Steel during 1996 will result in a
payment to China Pacific Steel Limited of $3,630,000 pursuant to the
guarantee. The estimated payments pursuant to such guarantee are recorded
as other income for the period. Such estimated guarantee payments will be
adjusted periodically to reflect actual results of Chengdu Steel.
6. EARNINGS PER SHARE
Earnings per share is calculated for each period and the shares outstanding
have been adjusted to give retroactive effect to the 1-for-4 reverse stock
split which became effective July 9, 1996.
7. CONTINGENCIES
A brokerage firm has notified the Company of a claim to additional
placement fees and expenses of US$1.7 million in connection with a series
of placements which were arranged by other parties. To date, no
compromise has been reached with the brokerage firm and the brokerage firm
has threatened litigation. Although the Company strongly believes that the
claim is without merit and the Company will contest such claim vigorously,
it is unable to predict the outcome of this dispute should litigation
arise.
-7-
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MATERIAL CHANGES AND RESULTS OF OPERATIONS
Net sales during the nine months ended September 30, 1996 totaled $86.8
million compared to net sales of $21.7 million during the nine months ended
September 30, 1995. The increase in net sales was attributable to the
Company's acquisition of a 60% interest in Chengdu Steel which was effective
July 1, 1995. On a pro forma basis, net sales of Chengdu Steel for the nine
months ended September 30, 1995 totaled $77.5 million. The increase in pro
forma net sales was attributable to increased production capacity relating to
the installation of a new blast furnace late in the second quarter of 1996
which was partially offset by temporary disruptions in operations during the
installation of the new blast furnace.
Cost of goods sold during the nine months ended September 30, 1996 totaled
$74.5 million as compared to $16 million during the nine months ended September
30, 1995. The increase in cost of goods sold was attributable to the Company's
acquisition of a 60% interest in Chengdu Steel which was effective as of
July 1, 1995. On a pro forma basis, cost of goods sold for the nine months
ended September 30, 1995 totaled $64.1 million. The increase in cost of goods
sold was attributable to the increase in sales resulting from commencement of
operations of the new blast furnace.
Pro forma gross profits decreased by 7.5% from $13.3 million (17.2% of net
sales) during the period in 1995 to $12.3 million (14.2% of net sales) during
1996. The decline in profit margin during the period was attributable to costs
incurred in testing the new blast furnace during pilot runs.
Selling, general and administrative expenses ("SG&A") during the nine
months ended September 30, 1996 totaled $5.5 million as compared to $788,000
during the nine months ended September 30, 1995. The increase in SG&A was
attributable to an increased level of corporate activities, including the
acquisition and operation of Chengdu Steel. Additionally, 1995 reported SG&A
reflects the reclassification of substantial SG&A ($1.6 million) relating to
Sun City as discontinued operations.
On a pro forma basis, SG&A increased 47% to $5.5 million (6.3% of net
sales) for the nine months ended September 30, 1996 as compared to $3.75
million (4.8% of net sales) of pro forma SG&A reported by Chengdu Steel during
the period in 1995. The increase in SG&A, in total and as a percentage of
sales, was attributable to the anticipated increase in production and
accompanying SG&A expense following installation of the new blast furnace and
the temporary disruption of operations to facilitate installation of the new
furnace.
Other income (expense), net, during the nine months ended September 30,
1996 totaled $4.5 million. The Company reported $129,000 of other income, net,
during the nine months ended September 30, 1995. Other income was attributable
to (1) estimated compensation of $3.6 million payable to the Company's
subsidiary, China Pacific Steel Limited, based on estimated 1996 earnings of
Chengdu Steel, pursuant to a letter of guarantee from Chengdu Iron and Steel
Plant ("CISP") to China Pacific Steel Limited whereby CISP guaranteed after tax
profits of Chengdu Steel of not less than Rmb 150 million (approximately $18
million) during 1996, and (2) the Company's allocable share of profits of
$847,000 from China Pacific Construction (B.V.I.) Limited following the sale of
the Company's interest in Sun City and the reduction in the Company's ownership
interest in China Pacific Construction to 50%.
Minority interest represents the allocable share of income or loss
attributable to the 40% share of Chengdu Steel not owned by the Company during
the nine months of 1996 and the 49% interest in China Pacific Construction not
owned by the Company during the nine months of 1995.
Net income during the nine months ended September 30, 1996 totaled $8.1
million as compared to $3.3 million during the first nine months of 1995. Pro
forma net income for the nine months ended September 30, 1995, including
results attributable to Chengdu Steel totaled $6.1 million.
-8-
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MATERIAL CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company had working capital of $17.8 million
and cash balances of $1.4 million as compared to a working capital balance of
$12.1 million and a cash balance of $14.7 million at December 31, 1995. The
change in cash and working capital was attributable to a combination of (I)
cash flows from profitable operations (ii) the receipt of $11.4 million of net
proceeds from the sale of common stock, convertible debentures and convertible
preferred stock during 1996 and (iii) the acquisition of various fixed assets,
inventories and other expenditures to commence and support operations of a new
blast furnace.
At September 30, 1996, the primary obligations of the Company consisted of
$5 million which remained payable to an affiliate relating to the China Steel
acquisition as well as long-term debt in the amount of $6.5 million, including
(I) a non-interest bearing unsecured current account with CISP in the amount of
$4.2 million, (ii) 10% convertible debentures in the amount of $0.2 million,
and (iii) various loans from unaffiliated third parties in the amount of $2
million.
During the first nine months of 1996, the Company issued common stock,
convertible debentures and convertible preferred stock raising approximately
$11.4 million net of offering costs. At September 30, 1996, $200,000 of
convertible debentures remained outstanding and eligible for conversion into
common stock. Such debentures are convertible at a price equal to the lesser
of 100% of the average closing market price of the Company's common stock for
the three days immediately preceding the issuance of the debentures ($4.68) or
80% of the average closing market price of the common stock for the three days
preceding the conversion of the debentures. The debentures are due in November
of 1997 if not previously converted. At September 30, 1996, 57.3 shares of
Series C Preferred Stock remained outstanding. The Series C 7% convertible and
redeemable preferred shares are convertible into common stock at a price equal
to 75% of the average closing price for the common stock for the five days
immediately prior to the date of notice of conversion. The Series C Preferred
Shares carry a 7% annual dividend payable upon conversion or redemption. The
Series C Preferred Shares are redeemable at the option of the Company at any
time after January 1, 1998. A total of 2,250 shares of Series A preferred
stock (being all of the outstanding Series A Preferred Shares), 1,680 shares of
Series B Preferred Stock (being all of the outstanding Series B Preferred
Shares), 9,047.7 shares of Series C Preferred Stock and $600,000 of debentures
were converted during the first nine months of 1996 resulting in the issuance
of an aggregate of 3,979,037 shares of common stock (after giving effect to a
1-for-4 reverse stock split effective July 9, 1996).
Other than the foregoing, the Company has no sources of available capital
or commitments to provide additional capital. Management believes that the
Company has sufficient capital resources to fund its current operations for the
foreseeable future.
-9-
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<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K
None
-10-
<PAGE>
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
<TABLE>
<S> <C>
(REGISTRANT) CHINA PACIFIC, INC.
BY (SIGNATURE) /s/ Clement Mak Shiu Tong
(NAME AND TITLE) Clement Mak Shiu Tong, President and
Chief Executive Officer
(DATE) November 14, 1996
BY (SIGNATURE) /s/ Thomas Tong
(NAME AND TITLE) Thomas Tong, Treasurer and
Chief Financial Officer
(DATE) November 14, 1996
</TABLE)
-11-
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,418
<SECURITIES> 0
<RECEIVABLES> 17,368
<ALLOWANCES> 0
<INVENTORY> 46,001
<CURRENT-ASSETS> 66,020
<PP&E> 21,241
<DEPRECIATION> 0
<TOTAL-ASSETS> 106,369
<CURRENT-LIABILITIES> 48,176
<BONDS> 6,591
0
0
<COMMON> 9
<OTHER-SE> 35,194
<TOTAL-LIABILITY-AND-EQUITY> 35,203
<SALES> 86,804
<TOTAL-REVENUES> 91,483
<CGS> 74,468
<TOTAL-COSTS> 5,501
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 11,515
<INCOME-TAX> 0
<INCOME-CONTINUING> 11,515
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,063
<EPS-PRIMARY> .93
<EPS-DILUTED> .93
</TABLE>
