SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 33-3657
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California 94-3199021
(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, 1997: 2,901,605
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
June 30, December 31,
1997 1996
--------- ---------
Assets
Real estate held for sale, net $ -- $ 2,708
Land held for investment 517 517
Cash and cash equivalents 160 403
Marketable securities 475 --
Notes receivable and other assets 355 368
Deferred financing costs and other fees, net of
accumulated amortization of $50 and $234
at June 30, 1997 and December 31, 1996,
respectively 14 33
Investments in affiliated partnerships 1,956 2,004
Investments in unaffiliated partnerships 1,616 --
-------- --------
Total assets $ 5,093 $ 6,033
======== ========
Liabilities and Partners' Equity
Liabilities:
Notes payable $ 1,663 $ 2,200
Accounts payable and other liabilities 36 70
-------- --------
Total liabilities 1,699 2,270
-------- --------
Partners' equity:
General partner 399 404
Limited partners, 2,901,605 and 2,910,899 units
outstanding at June 30, 1997 and December 31,
1996, respectively 2,995 3,359
-------- --------
Total partners' equity 3,394 3,763
-------- --------
Total liabilities and partners' equity $ 5,093 $ 6,033
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Operations
(in thousands, except units outstanding and per unit amounts)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
------------------- -------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue:
Rental income $ 1 $ 192 $ 28 $ 385
Income from investments in
affiliated partnerships 187 162 372 162
Equity in earnings of affiliated
partnership 46 3 76 34
Interest and other income 6 237 8 242
------- ------- ------- -------
Total revenue 240 594 484 823
------- ------- ------- -------
Expenses:
Operating, including $5 and $29 paid
to an affiliate during the six months
ended June 30, 1997 and 1996,
respectively 44 168 106 301
General and administrative, including
$86 and $110 paid to an affiliate during
the six months ended June 30, 1997
and 1996, respectively 103 84 191 154
Depreciation and amortization -- 28 1 49
Interest expense 78 117 143 241
Loss on sale of real estate 89 -- 89 --
------- ------- ------- -------
Total expenses 314 397 530 745
------- ------- ------- -------
Net income (loss) $ (74) $ 197 $ (46) $ 78
======= ======= ======= =======
Net income (loss) per limited
partnership unit $ (0.03) $ 0.07 $ (0.02) $ 0.03
======= ======= ======= =======
Distributions per limited partnership
unit $ -- $ -- $ 0.10 $ --
======= ======= ======= ======
Weighted average number of limited
partnership units outstanding during
the period used to compute net income
(loss) and distribution per limited
partnership unit 2,910,899 2,961,853 2,910,899 2,961,853
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Partners' Equity
For the six months ended June 30, 1997 and 1996
(in thousands)
(Unaudited)
Total
General Limited Partners'
Partner Partners Equity
-------- --------- ---------
Balance at December 31, 1996 $ 404 $ 3,359 $ 3,763
Distributions (4) (291) (295)
Net loss (1) (45) (46)
Redemption of units -- (28) (28)
-------- --------- --------
Balance at June 30, 1997 $ 399 $ 2,995 $ 3,394
======== ========= =========
Balance at December 31, 1995 $ 420 $ 4,188 $ 4,608
Net income 2 76 78
Redemption of units -- (56) (56)
-------- -------- ---------
Balance at June 30, 1996 $ 422 $ 4,208 $ 4,630
======== ======== =========
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six months ended
June 30,
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (46) $ 78
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating activities:
Depreciation and amortization 1 49
Amortization of loan fees, included in interest expense 34 6
Income from investment in affiliated partnership (76) (34)
Loss on sale of real estate 89 --
Changes in certain assets and liabilities:
Deferred financing costs and other fees (16) (7)
Notes receivable and other assets 13 26
Accounts payable and other liabilities (34) 49
-------- --------
Net cash provided by (used for) operating activities (98) 167
-------- --------
Cash flows from investing activities:
Net proceeds from sale of real estate 2,619 --
Distribution from investment in affiliated partnership 566 49
Investment in affiliated partnership (442) (205)
Investment in unaffiliated partnerships (1,616) --
Investment in marketable securities (475) --
Additions to real estate investments -- (11)
Increase in notes receivable and other assets -- 317
-------- --------
Net cash provided by investing activities 652 150
-------- --------
</TABLE>
- continued -
<PAGE>
<TABLE>
<CAPTION>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows - continued
(in thousands)
(Unaudited)
Six months ended
June 30,
1997 1996
-------- --------
<S> <C> <C>
Net cash flows from financing activities:
Proceeds from notes payable $ 2,920 $ --
Principal payments on notes payable (3,457) (13)
Distributions to partners (295) --
Redemption of limited partnership units (28) (56)
-------- --------
Net cash used for financing activities (860) (69)
-------- --------
Net increase (decrease) in cash and cash equivalents (243) 248
Cash and cash equivalents at beginning of period 403 812
-------- --------
Cash and cash equivalents at end of period $ 160 $ 1,060
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 112 $ 234
======== ========
Supplemental disclosure of loss on sale of real estate:
Sales price $ 2,675 $ --
Less:
Closing costs (56) --
Basis in real estate sold (2,708) --
-------- --------
Loss on sale of real estate $ 89 $ --
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 1997
(Unaudited)
Note 1. THE PARTNERSHIP AND SIGNIFICANT ACCOUNTING POLICIES
In the opinion of Glenborough Corporation, the managing general partner, the
accompanying unaudited consolidated financial statements contain all adjustments
(consisting of only normal accruals) necessary to present fairly the
consolidated financial position of Glenborough Partners, a California Limited
Partnership, at June 30, 1997 and December 31, 1996, the related consolidated
statements of operations for the three and six months ended June 30, 1997 and
1996, and the consolidated statements of partners' equity and cash flows for the
six months ended June 30, 1997 and 1996.
Consolidation - The accompanying consolidated financial statements include the
accounts of Glenborough Partners, a California Limited Partnership (the
"Partnership"), and its majority-owned partnerships GPA Ltd., GPA West, and GPA
Bond (through September 24, 1996). All significant intercompany balances and
transactions have been eliminated in the consolidation.
Allocation of net income (loss) - Pursuant to the partnership agreements of
Partners and GPA Ltd., the general partners held a 2.30% share of the
Partnership's net income or loss and distributions during the period ended June
30, 1997. This percentage is derived from the general partners' 1% direct
interest in GPA Ltd. and a 1.30% indirect interest through their 1.31% general
partner interest in Glenborough Partners' 99% interest in GPA Ltd. As of June
30, 1996, the general partners and the limited partners owned 2.27% and 97.73%
interests, respectively, in the consolidated operations of the Partnership.
Effective June 30, 1997, the Partnership repurchased and canceled 9,294 limited
partnership units ("Units") from its investors for $28,000, which is a
substantial discount from the estimated value of the Units. As a result of this
transaction, 2,901,605 Units remain outstanding as of June 30, 1997.
Reclassifications - Certain items in the 1996 financial statements have been
reclassified to conform to the 1997 financial statement presentation.
Note 2. REFERENCE TO 1996 AUDITED FINANCIAL STATEMENTS
These unaudited financial statements should be read in conjunction with the
Notes to Consolidated Financial Statements included in the 1996 audited
financial statements.
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 1997
(Unaudited)
Note 3. RELATED PARTY TRANSACTIONS
In accordance with the Limited Partnership and Property Management Agreements,
the Partnership shall pay Glenborough Corporation ("Glenborough") compensation
for services provided to the Partnership and management of the Partnership's
assets. All fees and reimbursable expenses paid to Glenborough and included in
the Partnership's operating expenses for the six months ended June 30, 1997 and
1996 are as follows (in thousands):
Six months ended
June 30,
1997 1996
------ -------
Property management fees $ 1 $ 19
Property management salaries (reimbursed) 4 10
------ -------
Total property management fees and salaries $ 5 $ 29
====== =======
The Partnership also reimburses Glenborough for expenses incurred for services
provided to the Partnership such as accounting, investor services, data
processing, legal and administrative services, and the actual costs of goods and
materials used on behalf of the Partnership. Glenborough was reimbursed $86,000
and $110,000 for such expenses during the six months ended June 30, 1997 and
1996, respectively.
Note 4. MARKETABLE SECURITIES
In the second quarter of 1997, the Partnership purchased 22,500 shares of
Glenborough Realty Trust Incorporated ("GLB") common stock for $475,000. GLB, an
affiliate of the Partnership, is a real estate investment trust and is publicly
traded on the New York Stock Exchange. As of June 30, 1997, the Partnership owns
less than 1% of the total outstanding shares of GLB common stock.
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 1997
(Unaudited)
Note 5. INVESTMENT IN AFFILIATED PARTNERSHIPS
GLENBOROUGH PROPERTIES L.P.:
As of June 30, 1997, the Partnership owns 579,006 limited partnership units in
Glenborough Properties L.P. ("Properties"), the operating partnership of GLB.
Since the Partnership holds only a 4.94% ownership interest in Properties at
June 30, 1997, the Partnership accounts for thisinvestment using the cost
method. As a result, the $372,000 of distributions received by the Partnership
in the first half of 1997 has been recognized as income on the accompanying June
30, 1997 consolidated statement of operations.
As of June 30, 1997, Properties, directly and through various subsidiaries in
which it and GLB own 100% of the ownership interests, controls a total of 64
real estate projects and two mortgage loans receivable.
OUTLOOK INCOME/GROWTH FUND VIII:
During the first six months of 1997, the Partnership purchased a total of 1,835
limited partnership units in Outlook Income/Growth Fund VIII, a California
Limited Partnership ("Outlook VIII"), from unaffiliated limited partners for
$317,000. As of June 30, 1997, the Partnership owns a total of 2,766 limited
partnership units (a 7.9% interest) in Outlook VIII and accounts for this
investment using the cost method.
At June 30, 1997, Outlook VIII owned interests in two properties: a 96,206
square foot retail shopping center in San Marcos, Texas and a 50% interest in a
342-unit apartment complex in Huntington Beach, California. The San Marcos
property was deeded to the lender on July 1, 1997.
OUTLOOK INCOME FUND 9:
During the first six months of 1997, the Partnership purchased a total of
1,642,746 limited partnership units in Outlook Income Fund 9, a California
Limited Partnership ("Outlook 9"), from an unaffiliated limited partner for
$125,000. As of June 30, 1997, the Partnership owns a total of 1,642,746 limited
partnership units (a 4.6% interest) in Outlook 9 and accounts for this
investment using the cost method.
At June 30, 1997, Outlook 9 owned a 171,743 square foot business center in Eden
Prairie, Minnesota and a 139-suite hotel in Tempe, Arizona. In addition, Outlook
9 holds a $2,000,000 note receivable secured by two industrial office buildings
in Arleta, California.
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 1997
(Unaudited)
GRC AIRPORT ASSOCIATES:
The Partnership owns a 25% interest in GRC Airport Associates, a California
Limited Partnership ("GRC Airport"). The sole real estate asset of GRC Airport
Associates is a 216,000 square foot industrial warehouse in San Bruno,
California. The Partnership accounts for its investment in GRC Airport using the
equity method.
In the first half of 1997, the Partnership received distributions from
operations totaling $65,625, plus a return of capital distribution of $500,000
from GRC Airport.
Summary condensed balance sheet information as of June 30, 1997, and the
condensed statement of operations for the six months ended June 30, 1997, are as
follows (in thousands):
GRC Airport
Balance Sheet as of June 30, 1997
Investment in real estate, net $ 9,204
Cash and cash equivalents 238
Other assets 308
----------
Total assets $ 9,750
==========
Note payable $ 7,472
Other liabilities 66
----------
Total liabilities 7,538
Partners' equity 2,212
----------
Total liabilities and partners' equity $ 9,750
==========
GRC Airport
Statement of Operations
For the six months ended June 30, 1997
Revenue $ 894
Expenses 591
----------
Net income $ 303
==========
The Partnership's share of GRC Airport's net income was $76,000 for the six
months ended June 30, 1997.
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 1997
(Unaudited)
Note 6. INVESTMENT IN UNAFFILIATED PARTNERSHIPS
On various dates during the first half of 1997, the Partnership purchased
limited partnership units in the following unaffiliated real estate
partnerships:
Ownership Acquisition
Partnership Units % Price
-------------- ------ ----- ---------
Rancon Pacific Realty, LP 40,093 1.9% $120,279
Rancon Income Fund I 715 4.9% $214,500
Rancon Realty Fund IV 2,723 3.4% $630,184
Rancon Realty Fund V 2,643 2.6% $650,759
Note 7. NOTES PAYABLE
In the first quarter of 1997, the Partnership paid down $700,000 on the
Mid-Peninsula Bank ("Mid-Pen") revolving line of credit from cash distributions
received from GRC Airport and the Partnership's cash reserves. Subsequent to
paying down the $700,00, the Partnership drew $2,180,000 on the line of credit
to fund the purchase of partnership units in various affiliated and unaffiliated
real estate partnerships and a $295,000 distribution to its partners (see Note
8.). To accomplish these transactions, the Partnership obtained an increase on
its line of credit from $3,400,000 to $5,000,000.
In the second quarter of 1997, the Partnership drew a total of $740,000 on the
Mid-Pen line of credit to fund: (i) the purchase of 22,500 shares of GLB common
stock; (ii) the purchase of partnership units in various affiliated and
unaffiliated real estate partnerships; and (iii) short-term operating needs of
the Partnership.
On April 18, 1997 the Partnership paid down the Mid-Pen line of credit with the
proceeds from the sale of Rosemead Springs.
Note 8. DISTRIBUTIONS
On March 26, 1997, the Partnership made a $295,000 cash distribution to help
alleviate its partners' tax burden arising from their portion of the
undistributed 1996 taxable income of the Partnership.
<PAGE>
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
June 30, 1997
(Unaudited)
Note 9. PROPERTY SALE
On April 18, 1997, the Partnership sold its Rosemead Springs property, a 129,500
square foot multi-tenant office building located in El Monte, California, to an
unaffiliated entity for total cash consideration of $2,675,000. The gross sale
proceeds were used to pay down the Partnership's line of credit with
Mid-Peninsula Bank. As of June 30, 1997, the Partnership owns 1.16 acres of land
which is held for investment.
Note 10. SUBSEQUENT EVENTS
On July 29, 1997, for an investment of $1,800,000, the Partnership acquired a
50% non-controlling interest in Windswept Portfolio, LLC, a limited liability
company formed to acquire various apartment complexes in Texas. As of the date
of filing this Form 10-Q, it is impracticable for the Partnership to provide the
financial statements required by item 7(a) and (b) of Form 8-K. In accordance
with Item 7(a)(4) of Form 8-K, the Partnership will file such financial
statements through a Current Report Form 8-K no later than 60 days after August
14, 1997.
During July 1997, the Partnership drew on the Mid-Pen line of credit as follows:
(i) $1,000,000 on July 17, 1997 for a $909,000 purchase of 40,000 units in GLB
and a $19,000 repurchase of 5,517 outstanding limited partnership units; and
(ii) $1,800,000 on July 29, 1997 for the Windswept Portfolio, LLC investment as
described above.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
INTRODUCTION
The following discussion addresses the Partnership's financial condition at June
30, 1997 and its results of operations for the six months ended June 30, 1997
and 1996. This information should be read in conjunction with the Partnership's
audited December 31, 1996 Consolidated Financial Statements, notes thereto and
other information contained elsewhere in this report.
LIQUIDITY AND CAPITAL RESOURCES
During the first half of 1997, the Partnership drew a total of $2,920,000 on the
Mid-Peninsula Bank ("Mid-Pen") revolving line of credit to fund: (i) the
purchases of limited partnership units in various affiliated and unaffiliated
real estate partnerships; (ii) the purchases of 22,500 shares of common stock of
Glenborough Realty Trust Incorporated ("GLB"), an affiliate of the Partnership
which is a publicly traded (New York Stock Exchange) real estate investment
trust; (iii) a $295,000 distribution to its partners; and (iv) its short-term
operating cash requirements. The Partnership made the $295,000 distribution to
help alleviate its partners' tax burden arising from their portion of the 1996
undistributed taxable income of the Partnership in 1996. To facilitate these
draws, the Partnership obtained an increase in its Mid-Pen revolving line of
credit from $3,400,000 to $5,000,000.
Also in the first half of 1997, the Partnership received a total of $937,625 of
distributions from its investments in GRC Airport Associates and Glenborough
Properties L.P. ("Properties"), affiliated partnerships.
On April 18, 1997, the Partnership sold its 129,500 square foot multi-tenant
office building located in El Monte, California (referred to as the Rosemead
Springs property) to an unaffiliated third party for $2,675,000. The net
proceeds from the sale were used to pay down the Partnership's revolving line of
credit with Mid-Pen.
As of June 30, 1997, the Partnership's cash balance was $160,000. The remainder
of the Partnership's assets consisted primarily of its investment in various
affiliated and unaffiliated partnerships. The primary liability of the
Partnership was $1,663,000 due on the Mid-Pen revolving line of credit. As of
June 30, 1997, the only real estate owned by the Partnership is a 1.16 acre
parcel of land, which is held for investment.
During July 1997, the Partnership drew on the Mid-Pen revolving line of credit
as follows: (i) $1,000,000 on July 17, 1997 for a $909,000 purchase of 40,000
units in GLB and a $19,000 repurchase of 5,517 outstanding limited partnership
units; and (ii) $1,800,000 on July 29, 1997 for the purchase of a 50%
non-controlling interest in Windswept Portfolio, LLC, a limited liability
corporation formed to acquire various apartment complexes in Texas.
Management believes that the Partnership's $160,000 cash and cash equivalent
balance at June 30, 1997, plus its available line of credit (discussed above)
and distributions from partnership investments, are sufficient to meet its
operating cash requirements.
<PAGE>
RESULTS OF OPERATIONS
Rental revenue decreased $357,000 or 93% and $191,000 or 99% during the six and
three months ended June 30, 1997 compared to the six and three months ended June
30, 1996, respectively, due to the sales of the Bond Street property, a 40,600
square foot multi-tenant office complex in Farmington Hills, Michigan on
September 24, 1996 and the Rosemead Springs property (discussed above) on April
18, 1997.
Income from investments in affiliated partnerships increased $210,000 or 30% and
$25,000 or 15% during the six and three months ended June 30, 1997 compared to
the six and three months ended June 30, 1996, respectively, as a result of the
commencement of quarterly distributions from Properties in April 1996. In
addition, the Partnership increased its investment in Properties on September
24, 1996, resulting in an increase in distributions from that partnership.
Interest and other income decreased $234,000 or 97% and $231,000 or 97% during
the six and three months ended June 30, 1997 compared to the six and three
months ended June 30, 1996 primarily due to the 1996 recognition of other income
of: (i) a non-refundable deposit received from a potential buyer of Rosemead
Springs after the sale fell through in 1996; (ii) prior year property tax
refunds for Rosemead Springs in the second quarter of 1996; and (iii) a fee for
the dissolution of a purchase/sale agreement paid by the owner of a property
which the Partnership was negotiating to acquire.
The significant decreases in operating expenses and depreciation and
amortization during the six and three months ended June 30, 1997 compared to the
same periods ended June 30, 1996 are a result of the sale of the Bond Street
property (discussed above). In addition, the sale of the Rosemead Springs
property resulted in $40,000 of the decrease in operating expenses.
General and administrative expenses increased $37,000 or 24% and $19,000 or 23%
during the six and three months ended June 30, 1997 compared to the same periods
ended June 30, 1996 due to professional tax services to provide a 1996 year-end
analysis to its partners of the impact of the Partnership's 1996 activities.
Interest expense decreased $92,000 or 39% and $39,000 or 33% during the six and
three months ended June 30, 1997 compared to the six and three months ended June
30, 1996 as result of the debt eliminated in connection with the Bond Street
property sale in 1996. The draws on the Mid-Pen revolving line of credit in 1997
account for the interest expense recognized in 1997.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
#27 - Financial Data Schedule
(b) Reports on Form 8-K.
None.
<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:
GLENBOROUGH PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Robert Batinovich By: Glenborough Corporation,
Robert Batinovich a California corporation,
General Partner its Managing General Partner
By: /s/ Terri Garnick
Terri Garnick
Chief Financial Officer
Date: August 14, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000790129
<NAME> GLENBOROUGH PARTNERS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 160
<SECURITIES> 475
<RECEIVABLES> 355
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 635
<PP&E> 517
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,093
<CURRENT-LIABILITIES> 36
<BONDS> 1,663
0
0
<COMMON> 0
<OTHER-SE> 3,394
<TOTAL-LIABILITY-AND-EQUITY> 5,093
<SALES> 0
<TOTAL-REVENUES> 484
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 387
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 143
<INCOME-PRETAX> (46)
<INCOME-TAX> 0
<INCOME-CONTINUING> (46)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (46)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
