SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(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, 1994
------------------
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 0-15646
-------
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3378299
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Balcor Plaza
4849 Golf Road, Skokie, Illinois 60077-9894
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 677-2900
--------------
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
----- -----
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1994 and December 31, 1993
(Unaudited)
ASSETS
1994 1993
------------- -------------
Cash and cash equivalents $ 1,898 $ 43,067
Investment in joint ventures with affiliates 1,086,257 1,410,102
------------- --------------
$ 1,088,155 $ 1,453,169
============= ==============
LIABILITIES AND PARTNERS' CAPITAL
Loan payable - affiliate $ 715,645 $ 695,645
Accounts payable 7,278 14,556
Due to affiliates 129,113 77,796
------------- --------------
Total liabilities 852,036 787,997
Affiliate's participation in joint venture 400,429 444,738
Partners' capital (7,084 Limited Partnership
Interests issued and outstanding) (164,310) 220,434
------------- --------------
$ 1,088,155 $ 1,453,169
============= ==============
The accompanying notes are an integral part of the financial statements.
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Expenses:
Interest on short-term loan from
an affiliate $ 27,227 $ 18,110
Administrative 117,734 84,758
Participation in losses of joint ventures
with affiliates 260,845 283,852
------------- -------------
Total expenses 405,806 386,720
------------- -------------
Loss before affiliate's participation
in loss from joint venture (405,806) (386,720)
Affiliate's participation in loss
from joint venture 21,062 26,672
------------- -------------
Net loss $ (384,744) $ (360,048)
============= =============
Net loss allocated to General Partner $ (3,847) $ (3,600)
============= =============
Net loss allocated to Limited Partners $ (380,897) $ (356,448)
============= =============
Net loss per Limited Partnership Interest
(7,084 issued and outstanding) $ (53.77) $ (50.32)
============= =============
The accompanying notes are an integral part of the financial statements.
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Expenses:
Interest on short-term loan from
an affiliate $ 10,537 $ 6,076
Administrative 40,998 34,794
Participation in losses of joint ventures
with affiliates 89,468 119,197
------------- -------------
Total expenses 141,003 160,067
------------- -------------
Loss before affiliate's participation
in loss from joint venture (141,003) (160,067)
Affiliate's participation in loss
from joint venture 5,987 14,471
------------- -------------
Net loss $ (135,016) $ (145,596)
============= =============
Net loss allocated to General Partner $ (1,350) $ (1,455)
============= =============
Net loss allocated to Limited Partners $ (133,666) $ (144,141)
============= =============
Net loss per Limited Partnership Interest
(7,084 issued and outstanding) $ (18.87) $ (20.35)
============= =============
The accompanying notes are an integral part of the financial statements.
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Operating activities:
Net loss $ (384,744) $ (360,048)
Adjustments to reconcile net loss to net
cash used in operating activities:
Affiliate's participation in loss from
joint venture (21,062) (26,672)
Participation in losses of joint
ventures with affiliates 260,845 283,852
Net change in:
Accounts payable (7,278) (6,043)
Due to affiliates 51,317 20,666
------------- -------------
Net cash used in operating activities (100,922) (88,245)
------------- -------------
Investing activities:
Capital contributions to joint venture
with an affiliate (27,000) (15,000)
Distribution from joint venture with
an affiliate 90,000 100,000
------------- -------------
Net cash provided by investing activities 63,000 85,000
------------- -------------
Financing activity:
Proceeds from loan payable - affiliate 20,000
Distribution to joint venture
partner - affiliate (23,247) (25,830)
------------- -------------
Net cash used in financing activity (3,247) (25,830)
------------- -------------
Net change in cash and cash equivalents (41,169) (29,075)
Cash and cash equivalents at beginning
of period 43,067 74,390
------------- -------------
Cash and cash equivalents at end of period $ 1,898 $ 45,315
============= =============
The accompanying notes are an integral part of the financial statements.
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
A reclassification has been made to the previously reported 1993 statements in
order to provide comparability with the 1994 statements. In the opinion of
management, all adjustments necessary for a fair presentation have been made to
the accompanying statements for the nine months and quarter ended September 30,
1994, and all such adjustments are of a normal and recurring nature.
2. Transactions with Affiliates:
Expenses paid and payable by the Partnership to affiliates during the nine
months and quarter ended September 30, 1994 are:
Paid
--------------------
Nine Months Quarter Payable
----------- -------- ---------
Reimbursement of expenses to
the General Partner, at cost:
Accounting $23,592 $16,278 $13,625
Data processing 8,652 3,075 6,821
Investor communications 8,064 5,564 2,980
Legal 416 287 331
Portfolio management 6,560 4,526 4,294
Other 1,225 845 292
As of September 30, 1994, $715,645 is owed to the General Partner for funds
advanced to the Partnership while it was in a pre-operating status and to
provide additional working capital, $20,000 of which was borrowed during the
nine months ended September 30, 1994. During the nine months ended September
30, 1994 and 1993, the Partnership incurred interest expense of $27,227 and
$18,110, respectively. The Partnership paid no interest expense during either
nine month period. As of September 30, 1994, interest expense of $100,770 is
payable to the General Partner. Interest expense was computed at the American
Express Company cost of funds rate plus a spread to cover administrative costs.
As of September 30, 1994, this rate was 5.362%.
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Growth Fund A Real Estate Investment for Capital Appreciation (the
"Partnership") was formed in 1985 to invest in and operate income-producing
real property. The Partnership raised $7,084,000 from sales of Limited
Partnership Interests and utilized these proceeds to acquire joint venture
interests in two real properties. The Partnership is currently involved in the
operation of these joint ventures.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1993 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Net Loss
- -------------------
The operations of the Partnership are primarily comprised of the Partnership's
participation in the operations of the Post Lake and Redwood Shores apartment
complexes. The net loss remained relatively unchanged during the nine months
and quarter ended September 30, 1994 as compared to the same periods in 1993.
Further discussion of the Partnership's operations is summarized below.
1994 Compared to 1993
- ---------------------
The net loss from Post Lake Apartments decreased during the nine months and
quarter ended September 30, 1994 as compared to the same period in 1993
primarily due to higher rental rates in 1994.
The net loss from Redwood Shores Apartments increased during the quarter ended
September 30, 1994 as compared to the same period in 1993 primarily due to
legal expenses incurred in connection with a potential mortgage bond
refinancing.
As a result of higher interest rates and outstanding balances in 1994, interest
expense on the Partnership's short-term loan with an affiliate increased during
the nine months and quarter ended September 30, 1994 as compared to the same
periods in 1993.
Primarily as a result of increased accounting and portfolio management costs
and data processing fees, administrative expenses increased during the nine
months and quarter ended September 30, 1994 as compared to the same periods in
1993.
Liquidity and Capital Resources
- -------------------------------
The cash or near cash position of the Partnership decreased from December 31,
1993 to September 30, 1994. The net cash generated from the Partnership's
investing activities, which consists of the Partnership's share of the
distributions from the Atlanta Lakes Joint Venture less the contributions to
the Redwood Shores Joint Venture, was used for the Partnership's operating and
financing activities. The operating activities consist primarily of the payment
of Partnership administrative expenses, and the financing activities consist of
distributions to the affiliated joint venture partner on the Atlanta Lakes
Joint Venture and borrowings from the General Partner.
The Partnership classifies the cash flow performance of the properties as
either positive, a marginal deficit or a significant deficit, each after
consideration of debt service payments (interest expense plus principal
payments). A deficit is considered to be significant if it exceeds $250,000
annually or 20% of the property's rental and service income. During the nine
months ended September 30, 1994 and 1993, Post Lake Apartments generated
positive cash flow while Redwood Shores Apartments experienced a marginal cash
flow deficit. During the nine months ended September 30, 1994 and 1993, the
mortgage on the Redwood Shores Apartments required principal payments of
$260,000 and $237,500, respectively, which caused the property's cash flow
deficits. The joint venture partners on Redwood Shores (Redwood Partners and
the seller) are required to fund their share of any cash flow deficit the
property generates.
While the cash flow of the properties in which the Partnership holds joint
venture interests has improved, the General Partner continues to pursue a
number of actions aimed at improving the cash flow of these properties
including refinancing of mortgage loans, improving property operating
performance, and seeking rent increases where market conditions allow.
As of September 30, 1994, $715,645 is owed to the General Partner for funds
advanced to the Partnership while it was in a pre-operating status and to
provide additional working capital. The General Partner may continue to provide
additional short-term loans to the Partnership for working capital or liquidity
purposes, although there is no assurance that such loans will be available.
Should such short-term loans not be available, the General Partner will seek
alternative third party sources of financing working capital. However, the
current economic environment and its impact on the real estate industry make it
unlikely that the Partnership would be able to secure financing from third
parties to fund working capital needs or operating deficits. Should additional
borrowings be needed and not be available either through the General Partner or
third parties, the Partnership may be required to dispose of one or both of its
joint venture interests to satisfy these obligations. The Partnership may need
additional borrowings during 1994 to fund its share of deficits anticipated at
Redwood Shores Apartments. It is not expected that the Partnership will
generate substantial Net Cash Receipts, and any cash flow that is generated is
expected to be used to finance the Partnership's share of improvements that are
intended to enhance the value of the properties and to repay General Partner
advances. It is not possible to predict when or if the Partnership will
distribute Net Cash Receipts to Limited Partners.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL APPRECIATION
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 3
dated October 1, 1986 to the Registrant's Registration Statement on Form S-11
(Registration No. 33-4963) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for
the quarter ended June 30, 1992 (Commission File No. 0-15646) are incorporated
herein by reference.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1994 is attached hereto.
(b) Reports on Form 8-K: There were no reports filed on Form 8-K during the
quarter ended September 30, 1994.
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
BALANCE SHEETS
September 30, 1994 and December 31, 1993
(Unaudited)
ASSETS
1994 1993
------------- -------------
Cash and cash equivalents $ 54,002 $ 49,917
Escrow deposits 261,548 89,216
Accounts and accrued interest receivable 217,346 194,214
Deferred expenses, net of accumulated
amortization of $163,018 in 1994 and
$146,533 in 1993 56,781 73,266
------------- -------------
589,677 406,613
------------- -------------
Investment in real estate, at cost:
Land 3,794,165 3,794,165
Buildings and improvements 21,297,917 21,297,917
------------- -------------
25,092,082 25,092,082
Less accumulated depreciation 6,806,812 6,316,843
------------- -------------
Investment in real estate, net of
accumulated depreciation 18,285,270 18,775,239
------------- -------------
$ 18,874,947 $ 19,181,852
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 1,556 $ 3,112
Accrued liabilities, principally
real estate taxes 173,268
Security deposits 108,609 94,845
Mortgage note payable 15,467,983 15,617,286
------------- -------------
Total liabilities 15,751,416 15,715,243
Partners' capital 3,123,531 3,466,609
------------- -------------
$ 18,874,947 $ 19,181,852
============= =============
The accompanying notes are an integral part of the financial statements.
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Income:
Rental and service $ 2,829,100 $ 2,700,997
Interest on short-term investments 4,224 5,215
------------- -------------
Total income 2,833,324 2,706,212
------------- -------------
Expenses:
Interest on mortgage note payable 1,078,905 1,092,047
Depreciation 489,969 487,722
Amortization of deferred expenses 16,485 16,485
Property operating 1,109,582 1,018,443
Real estate taxes 173,268 173,540
Property management fees 118,588 119,248
Administrative 9,605 5,249
------------- -------------
Total expenses 2,996,402 2,912,734
------------- -------------
Net loss $ (163,078) $ (206,522)
============= =============
The accompanying notes are an integral part of the financial statements.
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Income:
Rental and service $ 948,721 $ 909,736
Interest on short-term investments 1,303 1,359
------------- -------------
Total income 950,024 911,095
------------- -------------
Expenses:
Interest on mortgage note payable 358,484 362,966
Depreciation 163,323 162,574
Amortization of deferred expenses 5,495 5,495
Property operating 369,062 390,355
Real estate taxes 57,756 57,846
Property management fees 40,323 43,683
Administrative 1,933 223
------------- -------------
Total expenses 996,376 1,023,142
------------- -------------
Net loss $ (46,352) $ (112,047)
============= =============
The accompanying notes are an integral part of the financial statements.
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Operating activities:
Net loss $ (163,078) $ (206,522)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation of property 489,969 487,722
Amortization of deferred expenses 16,485 16,485
Net change in:
Escrow deposits (172,332) (181,263)
Accounts and accrued interest
receivable (23,132) 180,810
Accounts payable (1,556) (3,000)
Accrued liabilities 173,268 173,540
Security deposits 13,764 (7,423)
------------- -------------
Net cash provided by operating activities 333,388 460,349
------------- -------------
Financing activities:
Distribution to joint venture partners (180,000) (200,000)
Principal payments on mortgage note payable (149,303) (136,160)
------------- -------------
Net cash used in financing activities (329,303) (336,160)
------------- -------------
Net change in cash and cash equivalents 4,085 124,189
Cash and cash equivalents at beginning
of period 49,917 131,510
------------- -------------
Cash and cash equivalents at end of period $ 54,002 $ 255,699
============= =============
The accompanying notes are an integral part of the financial statements.
ATLANTA LAKES JOINT VENTURE
(An Illinois General Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the nine months and quarter
ended September 30, 1994, and all such adjustments are of a normal and
recurring nature.
2. Interest Expense:
During the nine months ended September 30, 1994 and 1993, the Partnership
incurred and paid interest expense on the mortgage note payable of $1,078,905
and $1,092,047, respectively.
REDWOOD PARTNERS
(An Illinois General Partnership)
REDWOOD PARTNERS
(An Illinois General Partnership)
BALANCE SHEETS
September 30, 1994 and December 31, 1993
(Unaudited)
ASSETS
1994 1993
------------- -------------
Cash and cash equivalents $ 13,263 $ 19,602
Bond reserve 2,478,000 2,478,000
Accounts and accrued interest receivable 280,347 223,250
------------- -------------
2,771,610 2,720,852
------------- -------------
Investment in real estate, at cost:
Land 6,043,941 6,043,941
Buildings and improvements 22,942,335 22,942,335
------------- -------------
28,986,276 28,986,276
Less accumulated depreciation 6,416,106 5,868,117
------------- -------------
Investment in real estate, net of
accumulated depreciation 22,570,170 23,118,159
------------- -------------
$ 25,341,780 $ 25,839,011
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 3,892 $ 3,890
Accrued liabilities 70,739
Security deposits 116,450 119,810
Mortgage note payable 26,010,000 26,270,000
------------- -------------
Total liabilities 26,201,081 26,393,700
Partners' capital (859,301) (554,689)
------------- -------------
$ 25,341,780 $ 25,839,011
============= =============
The accompanying notes are an integral part of the financial statements.
REDWOOD PARTNERS
(An Illinois General Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Income:
Rental and service $ 2,584,839 $ 2,578,529
Interest on short-term investments 226,140 226,547
------------- -------------
Total income 2,810,979 2,805,076
------------- -------------
Expenses:
Interest on mortgage note payable 1,721,675 1,741,996
Depreciation 547,989 547,989
Property operating 586,236 589,549
Real estate taxes 212,218 211,442
Property management fees 100,950 95,641
Administrative 30,753 9,442
------------- -------------
Total expenses 3,199,821 3,196,059
------------- -------------
Loss before seller's participation
in loss of joint venture (388,842) (390,983)
Seller's participation in loss
of joint venture 30,230 29,801
------------- -------------
Net loss $ (358,612) $ (361,182)
============= =============
The accompanying notes are an integral part of the financial statements.
REDWOOD PARTNERS
(An Illinois General Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Income:
Rental and service $ 851,165 $ 866,674
Interest on short-term investments 77,032 75,084
------------- -------------
Total income 928,197 941,758
------------- -------------
Expenses:
Interest on mortgage note payable 572,688 579,599
Depreciation 182,663 182,663
Property operating 199,473 202,839
Real estate taxes 70,739 70,480
Property management fees 25,171 32,181
Administrative 16,606 342
------------- -------------
Total expenses 1,067,340 1,068,104
------------- -------------
Loss before seller's participation
in loss of joint venture (139,143) (126,346)
Seller's participation in loss
of joint venture 6,559
------------- -------------
Net loss $ (132,584) $ (126,346)
============= =============
The accompanying notes are an integral part of the financial statements.
REDWOOD PARTNERS
(An Illinois General Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Operating activities:
Net loss $ (358,612) $ (361,182)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Seller's participation in loss from
joint venture (30,230) (29,801)
Depreciation of property 547,989 547,989
Net change in:
Accounts receivable (57,097) (59,434)
Accounts payable 2 (2,750)
Due to affiliate (506)
Accrued liabilities 70,739 70,481
Security deposits (3,360) (7,715)
------------- -------------
Net cash provided by operating activities 169,431 157,082
------------- -------------
Financing activities:
Capital contributions by joint venture
partners 54,000 30,000
Capital contributions by joint venture
partner - seller 30,230 29,801
Principal payments on mortgage note payable (260,000) (237,500)
------------- -------------
Net cash used in financing activities (175,770) (177,699)
------------- -------------
Net change in cash and cash equivalents (6,339) (20,617)
Cash and cash equivalents at beginning
of period 19,602 39,495
------------- -------------
Cash and cash equivalents at end of period $ 13,263 $ 18,878
============= =============
The accompanying notes are an integral part of the financial statements.
REDWOOD PARTNERS
(An Illinois General Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the nine months and quarter
ended September 30, 1994, and all such adjustments are of a normal and
recurring nature.
2. Interest Expense:
During the nine months ended September 30, 1994 and 1993, the Partnership
incurred and paid interest expense on the mortgage note payable of $1,721,675
and $1,741,996, respectively.
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.
BALCOR GROWTH FUND
A REAL ESTATE INVESTMENT FOR CAPITAL
APPRECIATION
By: /s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners-XX, the General Partner
By: /s/Allan Wood
------------------------------
Allan Wood
Executive Vice President, and Chief
Accounting and Financial Officer (Principal
Accounting and Financial Officer) of Balcor
Partners-XX, the General Partner
Date: November 9, 1994
--------------------------
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<S> <C>
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<PERIOD-END> SEP-30-1994
<CASH> 2
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<TOTAL-ASSETS> 1088
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0
0
<OTHER-SE> (164)
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<TOTAL-COSTS> 240
<OTHER-EXPENSES> 118
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<INCOME-PRETAX> (385)
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