UNITED STATES
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 September 30, 1995
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 0-16857
Brauvin Income Properties L.P. 6
(Exact name of registrant as specified in its charter)
Delaware 36-1276801
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 443-0922
(Registrant's telephone number, including area code)
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 .
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
INDEX
Page
PART I Financial Information
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . 3
Balance Sheets at September 30, 1995 and
December 31, 1994. . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations for the Nine Months Ended
September 30, 1995 and 1994. . . . . . . . . . . . . . . . . . 5
Statements of Operations for the Three Months Ended
September 30, 1995 and 1994. . . . . . . . . . . . . . . . . . 6
Statement of Partners' Capital for the Period
January 1, 1995 to September 30, 1995. . . . . . . . . . . . . 7
Statements of Cash Flows for the Nine Months Ended
September 30, 1995 and 1994. . . . . . . . . . . . . . . . . . 8
Notes to Financial Statements. . . . . . . . . . . . . . . . . 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . 12
PART II Other Information
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 17
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . . . 17
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . . 17
Item 4. Submissions of Matters to a Vote of Security Holders . . . . . 17
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . . 17
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 17
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 18
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Except for the December 31, 1994 Balance Sheet, the following Balance
Sheet as of September 30, 1995, Statements of Operations for the nine and
three months ended September 30, 1995 and 1994, Statement of Partners'
Capital for the period January 1, 1995 to September 30, 1995 and Statements
of Cash Flows for the nine months ended September 30, 1995 and 1994 for
Brauvin Income Properties L.P. 6 (the "Partnership") are unaudited but
reflect, in the opinion of the management, all adjustments necessary to
present fairly the information required. All such adjustments are of a
normal recurring nature.
These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Partnership's 1994
Annual Report on Form 10-K.
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
BALANCE SHEETS
September 30, 1995 December 31, 1994
(Unaudited) (Audited)
ASSETS
Cash and cash equivalents $ 653,379 $ 445,771
Escrow and other deposits 391,012 74,840
Due from affiliates 5,460 29,171
Tenant receivables 225,071 269,955
Other assets 190,139 71,536
Investment in (liability to)
joint venture -- (231,115)
1,465,061 660,158
Investment in real estate, at cost:
Land 2,756,651 2,756,651
Buildings 10,597,707 10,596,134
13,354,358 13,352,785
Less: accumulated depreciation (2,614,407) (2,344,202)
Total investment in real estate, net 10,739,951 11,008,583
Total Assets $12,205,012 $11,668,741
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable and accrued expenses $ 216,504 $ 108,644
Security deposits 5,583 6,747
Mortgages payable 8,997,475 7,658,921
Total Liabilities 9,219,562 7,774,312
Partners' Capital
General Partners 6,832 4,498
Limited Partners 2,978,618 3,889,931
Total Partners' Capital 2,985,450 3,894,429
Total Liabilities and
Partners' Capital $12,205,012 $11,668,741
See notes to financial statements (unaudited).
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 1995 and 1994
(UNAUDITED)
1995 1994
INCOME
Rental $1,369,843 $1,476,062
Interest 43,641 5,830
Other, primarily expense
reimbursements 281,355 302,460
Total income 1,694,839 1,784,352
EXPENSES
Mortgage and other interest 706,400 586,409
Depreciation and amortization 277,704 290,245
Real estate taxes 100,009 95,401
Repairs and maintenance 41,075 47,829
Other property operating 237,689 199,909
General and administrative 329,699 124,796
Total expenses 1,692,576 1,344,589
Net income before equity interest in
Joint Venture 2,263 439,763
Equity interest in Joint Venture's
net income (loss) 231,115 (156,608)
Net Income $ 233,378 $ 283,155
Net Income Per Limited Partnership
Interest (7,842.5 Units) $29.46 $35.74
See notes to financial statements (unaudited).
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 1995 and 1994
(UNAUDITED)
1995 1994
INCOME
Rental $461,395 $469,987
Interest 16,520 3,836
Other, primarily expense
reimbursements 104,317 85,954
Total income 582,232 559,777
EXPENSES
Mortgage and other interest 219,596 191,039
Depreciation and amortization 91,836 94,442
Real estate taxes 35,209 31,800
Repairs and maintenance 28,561 24,373
Other property operating 59,821 53,869
General and administrative 196,521 22,591
Total expenses 631,544 418,114
Net (loss) income before equity interest
in Joint Venture (49,312) 141,663
Equity interest in Joint Venture's
net loss -- (156,608)
Net Loss $(49,312) $(14,945)
Net Loss Per Limited Partnership
Interest (7,842.5 Units) $(6.22) $(1.89)
See notes to financial statements (unaudited).
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
STATEMENT OF PARTNERS' CAPITAL
For the Period January 1, 1995 to September 30, 1995
(UNAUDITED)
General Limited
Partners Partners Total
BALANCE at January 1, 1995 $4,498 $3,889,931 $3,894,429
Return of capital -- (999,919) (999,919)
Net income 2,334 231,044 233,378
Cash distributions -- (142,438) (142,438)
BALANCE at September 30, 1995 $6,832 $2,978,618 $2,985,450
Cash distribution per limited partnership interest:
1995 $ -- $18.16 $18.16
See notes to financial statements (unaudited).
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 1995 and 1994
(UNAUDITED)
1995 1994
Cash Flows From Operating Activities:
Net income $ 233,378 $ 283,155
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 277,704 290,245
Equity interest in Joint Venture's net
(income) loss (231,115) 156,608
Changes in operating assets and liabilities:
Decrease (increase) in tenant receivables 44,884 (111,816)
Increase in escrow and other deposits (316,172) (108,137)
Decrease (increase) in due from affiliates 23,711 (16,425)
Decrease in other assets 31,851 2,762
Increase in accounts payable
and accrued expenses 107,860 40,602
Decrease in security deposits (1,164) (50)
Net cash provided by operating activities 170,937 536,944
Cash Flows From Investing Activities:
Capital expenditures (1,573) --
Cash used in investing activities (1,573) --
Cash Flows From Financing Activities:
Repayment of mortgages (4,761,446) (90,911)
Proceeds from refinancing 6,100,000 --
Loan fees (157,953) --
Return of capital (999,919) --
Cash distributions to Limited Partners (142,438) (237,005)
Net cash provided by (used in) financing
activities 38,244 (327,916)
Net increase in cash and cash equivalents 207,608 209,028
Cash and cash equivalents at beginning
of period 445,771 176,990
Cash and cash equivalents at end of period $ 653,379 $ 386,018
See notes to financial statements (unaudited).
<PAGE>
BRAUVIN INCOME PROPERTIES L.P. 6
(a Delaware limited partnership)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended September 30, 1995 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1995. For further
information, refer to the financial statements and footnotes thereto
included in the Annual Report on Form 10-K for the year ended December 31,
1994.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reclassifications
Certain amounts in the 1994 financial statements have been reclassified
to conform to the 1995 presentation. This has not affected the previously
reported resulted of operations.
(3) MORTGAGE PAYABLE REFINANCING
On April 6, 1995, the Partnership obtained a first mortgage loan in the
amount of $6,100,000 (the "First Mortgage Loan") secured by Shoppes on the
Parkway (the "Shoppes"), located in Hilton Head, South Carolina, from Morgan
Stanley Mortgage Capital, Inc. The First Mortgage Loan bears interest at the
rate of 9.55% per annum, amortizes over a 25-year period, requires monthly
payments of principal and interest of approximately $53,500 and matures on
April 6, 2002. A portion of the proceeds of the First Mortgage Loan,
approximately $4,675,000, were used to retire the existing mortgage secured
by Shoppes from Crown Life Insurance Company.
<PAGE>
(4) TRANSACTIONS WITH AFFILIATES
Fees and other expenses paid to the General Partners or its
affiliates for the nine months ended September 30, 1995 and 1994 were as
follows:
1995 1994
Legal fees $ 471 $ 2,798
Management fees 109,548 99,496
Reimbursable office expenses 62,260 70,926
The Partnership believes the amounts paid to affiliates are
representative of amounts which would have been paid to independent parties
for similar services. The Partnership had made all payments to affiliates,
except for $1,526 for legal services, as of September 30, 1995.
(5) INVESTMENT IN AFFILIATED JOINT VENTURE
The Partnership owned a 46% interest in Brauvin/The Annex of Schaumburg
(the "Joint Venture") and accounted for its investment under the equity
method.
On August 23, 1994, the Joint Venture filed a voluntary petition for
bankruptcy (Chapter 11) in the United States Bankruptcy Court in the Northern
District of Illinois. On February 10, 1995, the Bankruptcy Court ordered the
dismissal of the voluntary petition for bankruptcy effectively eliminating
the protection of the property from its creditors. Also on February 10,
1995, AUSA Life Insurance Company ("AUSA") filed a motion for appointment of
a receiver against the Joint Venture. On February 17, 1995 the motion was
granted and an order was issued. The receiver had full power and authority
to operate, manage and conserve the Joint Venture's property (the "Annex")
pursuant to the order. On February 15, 1995, the Joint Venture received an
amended notice of mortgage foreclosure from AUSA. The Joint Venture had
until March 17, 1995 to file an answer to the amended notice. The Joint
Venture did not answer on or before March 17, 1995. On April 3, 1995, a
judgment of foreclosure and sale was entered into against the Joint Venture.
A sheriff's sale of the Annex was held on May 10, 1995 and on May 15, 1995
title was transferred to AUSA. As a result of these transactions, the Joint
Venture recorded a $2,649,000 provision for investment property impairment to
reduce the Annex property to its estimated fair market value. In addition,
the Joint Venture recorded an extraordinary gain on the extinguishment of
debt in the amount of $2,546,000, which was the net amount of the $2,350,000
fair market value of the Annex property and the mortgage payable of
$4,896,000. Additionally, the Joint Venture had a final closing of its
accounting records which resulted in the reversal of accrued revenue and
expenses. The major items reversed were rental income, $34,000; real estate
taxes, $439,000; and property operating expenses, $64,000.
Also, in connection with the foreclosure of the Annex property, AUSA
repaid the $2,929,581 note payable held by John Hancock Mutual Life Insurance
Company (the "Lender"). In 1986 Stewart Title Company (the "Title Company")
assumed responsibility for making the debt payments on this note payable. In
January 1994, when the note was extended and the interest rate modified, the
Title Company and the Joint Venture agreed to equally share in the 2.5%
interest savings until the August 1, 1995 maturity. This interest savings
plus the monthly defeasance payments not received since January 1995 will be
netted against payments made by the Title Company for real estate taxes on
the Annex. The repayment of the note payable had no effect on the Joint
Venture since it was recorded as a deposit to the Title Company and as a note
payable to the Lender in the financial statements.
The following are condensed income statements for the Annex:
INCOME STATEMENTS:
Nine Months Ended September 30,
1995 1994
Rental income $ 196,246 $ 438,803
Other income 96,209 292,042
292,455 730,845
Mortgage and other interest 12,677 388,037
Depreciation 53,037 120,239
Real estate taxes (313,135) 389,700
Operating and administrative (9,886) 173,324
Provision for property impairment 2,649,046 --
2,391,739 1,071,300
Loss before extraordinary item (2,099,284) (340,455)
Extraordinary gain on
extinguishment of debt 2,545,883 --
Net income (loss) $ 446,599 $(340,455)
<PAGE>
(6) RETURN OF CAPITAL
On August 15, 1995, a cash distribution representing a return of capital
was made to the Limited Partners for $999,919.
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
The Partnership intends to satisfy its short-term liquidity needs
through cash reserves and cash flow from the properties.
The Partnership's mortgage debt which matured April 1995 was refinanced
on April 6, 1995, see Note 3 of Notes to Financial Statements for more
details.
On August 23, 1994, the Joint Venture filed a voluntary petition for
bankruptcy (Chapter 11) in the United States Bankruptcy Court in the Northern
District of Illinois. On February 10, 1995, the Bankruptcy Court ordered the
dismissal of the voluntary petition for bankruptcy effectively eliminating
the protection of the property from its creditors. Also on February 10,
1995, AUSA Life Insurance Company ("AUSA") filed a motion for appointment of
a receiver against the Joint Venture. On February 17, 1995 the motion was
granted and an order was issued. The receiver had full power and authority
to operate, manage and conserve the Joint Venture's property (the "Annex")
pursuant to the order. On February 15, 1995, the Joint Venture received an
amended notice of mortgage foreclosure from AUSA. The Joint Venture had
until March 17, 1995 to file an answer to the amended notice. The Joint
Venture did not answer on or before March 17, 1995. On April 3, 1995, a
judgment of foreclosure and sale was entered into against the Joint Venture.
A sheriff's sale of the Annex was held on May 10, 1995 and on May 15, 1995
title was transferred to AUSA. As a result of these transactions, the Joint
Venture recorded a $2,649,000 provision for investment property impairment to
reduce the Annex property to its estimated fair market value. In addition,
the Joint Venture recorded an extraordinary gain on the extinguishment of
debt in the amount of $2,546,000, which was the net amount of the $2,350,000
fair market value of the Annex property and the mortgage payable of
$4,896,000. Additionally, the Joint Venture had a final closing of its
accounting records which resulted in the reversal of accrued revenue and
expenses. The major items reversed were rental income, $34,000; real estate
taxes, $439,000; and property operating expenses, $64,000.
Also, in connection with the foreclosure of the Annex property, AUSA
repaid the $2,929,581 note payable held by John Hancock Mutual Life Insurance
Company (the "Lender"). In 1986 Stewart Title Company (the "Title Company")
assumed responsibility for making the debt payments on this note payable. In
January 1994, when the note was extended and the interest rate modified, the
Title Company and the Joint Venture agreed to equally share in the 2.5%
interest savings until the August 1, 1995 maturity. This interest savings
plus the monthly defeasance payments not received since January 1995 will be
netted against payments made by the Title Company for real estate taxes on
the Annex. The repayment of the note payable had no effect on the Joint
Venture since it was recorded as a deposit to the Title Company and as a note
payable to the Lender in the financial statements.
The Partnership has paid annual cash distributions to Limited Partners
since 1986.
Below is a table summarizing the historical data for quarterly
distribution rates of Operating Cash Flow per annum:
Quarter
Ended 1995 1994 1993 1992 1991
March 31 5.00% 3.75% 5.00% 7.25% 7.25%
June 30 (a) 3.75 4.00 6.00 7.25
September 30 6.00 -- 4.50 6.00 7.25
December 31 2.00 4.50 5.00 7.25
(a) A distribution of Operating Cash Flow for the second quarter of 1995
was not made, however as a result of the refinancing of the Shoppes mortgage,
a return of capital distribution of $999,919 was made to the Limited Partners
on August 15, 1995.
The trend of decreasing distributions is primarily attributed to the
poor performance of the Annex. The Preferential Distribution Deficiency
equaled $3,373,957 at September 30, 1995, a $422,178 increase compared to
December 31, 1994.
The occupancy level at Del Champs at September 30, 1995 and December 31,
1994 was 100%. The Partnership is continuing to work to sustain the
occupancy level of Del Champs. Del Champs operated at a positive cash flow
for the nine months ended September 30, 1995.
Shoppes continued to generate a positive cash flow for the nine months
ended September 30, 1995. The occupancy level at Shoppes at September 30,
1995 was 98% as compared to 100% at December 31, 1994.
Ponderosa continues to operate at a positive cash flow for the nine
months ended September 30, 1995.
The General Partners of the Partnership expect to distribute proceeds
from operating cash flow, if any, and from the sale of real estate, to
Limited Partners in a manner that is consistent with the investment
objectives of the Partnership. Management of the Partnership believes that
cash needs may arise from time to time which will have the effect of reducing
distributions to Limited Partners to amounts less than would be available
from refinancings or sale proceeds. These cash needs include, among other
things, maintenance of working capital reserves in compliance with the
Agreement as well as payments for major repairs, tenant improvements and
leasing commissions in support of real estate operations.
Results of Operations - Nine Months Ended September 30, 1995 and 1994
(Amounts rounded to 000's)
The Partnership generated net income of $233,000 for the nine months
ended September 30, 1995 as compared to net income of $283,000 in 1994. The
$50,000 decrease in net income resulted primarily from a $388,000 increase in
the Partnership's equity interest in the Annex due primarily from the gain on
extinguishment of the Annex debt. Offsetting this increase was a $120,000
increase in mortgage and other interest expense, a $106,000 decrease in
rental income and a $202,000 increase in general and administrative expenses.
Total income for the nine months ended September 30, 1995 was $1,695,000
as compared to $1,784,000 in 1994, a decrease of $89,000. The $89,000
decrease in total income was primarily the result of a $120,000 decrease in
percentage rent income at the Shoppes. Also, contributing to the decline in
total income was a $20,000 decrease in tenant reimbursements at Del Champs.
The decrease in percentage rent and tenant reimbursements were partially
offset by a $38,000 increase in interest income due primarily to the
short-term investment of the Shoppes refinancing proceeds.
Total expenses incurred during the nine months ended September 30, 1995
were $1,6930,000 compared to $1,345,000 in 1994, an increase of $348,000.
The $348,000 increase in expenses was partially the result of mortgage and
other interest expense increasing $120,000 and legal expenses for the Annex
increasing $126,000. The increase in mortgage and other interest expense
resulted from the combination of the interest expense for repaid mortgage at
the Shoppes accruing at a default rate (16.5%) during the extension period
(January 1, 1995 to April 6, 1995) and the increase in the interest payment
for new mortgage.
<PAGE>
Results of Operations - Three Months Ended September 30, 1995 and 1994
(Amounts rounded to 000's)
The Partnership generated net loss of $49,000 in the third quarter of
1995 as compared to $15,000 in 1994. The $34,000 increase in net loss
resulted primarily from the Partnership's legal expenses increasing $126,000
for the Annex of Schaumburg bankruptcy proceedings.
Third quarter total income was $582,000 in 1995 as compared to $560,000
in 1994, an increase of $22,000. The $22,000 increase was primarily the
result of an increase of $13,000 in interest income earned on the refinancing
proceeds from the Shoppes and an increase of $27,000 in other tenant
reimbursables at Shoppes. These increases were offset by a decrease of
$18,000 in percentage rent at the Shoppes.
Third quarter total expenses incurred in 1995 were $631,000 as compared
to $418,000 in 1994, an increase of $213,000. The $213,000 increase was
primarily a result of interest expense at the Shoppes increasing $29,000 due
to the increased loan balance from the April refinancing and legal expense
increases $126,000 of as a result of the Annex bankruptcy proceedings.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
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.
Exhibit 27. Financial Data Schedule
<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.
BY: Brauvin 6, Inc.
Corporate General Partner of
Brauvin Income Properties L.P. 6
BY: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President
DATE: November 13, 1995
BY: /s/ Thomas J. Coorsh
Thomas J. Coorsh
Chief Financial Officer
and Treasurer
DATE: November 13, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 653,379
<SECURITIES> 0 <F1>
<RECEIVABLES> 225,071
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,354,358 <F2>
<DEPRECIATION> 2,614,407
<TOTAL-ASSETS> 12,205,012
<CURRENT-LIABILITIES> 0
<BONDS> 8,997,475 <F3>
0
0
<COMMON> 2,985,450 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 12,205,012
<SALES> 0
<TOTAL-REVENUES> 1,694,839 <F5>
<CGS> 0
<TOTAL-COSTS> 1,692,576 <F6>
<OTHER-EXPENSES> 231,115 <F7>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 706,400
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 233,378
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENTS IN JOINT VENTURE
<F2> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND
BUILDING]
<F3> "BONDS" REPRESENTS MORTGAGES PAYABLE
<F4> "COMMON" REPRESENTS TOTAL PARTNERS CAPITAL
<F5> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER
INCOME
<F6> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES
<F7> "OTHER EXPENSES" REPRESENTS EQUITY INTEREST IN JOINT
VENTURES' NET INCOME
</FN>
</TABLE>
