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UNITED STATES
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 period ended October 31, 1996
----------------
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: 33-35664
EQUIPMENT LEASING CORPORATION OF AMERICA
----------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 23-2408914
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Suite 76, 501 Silverside Road, Wilmington, Delaware 19809
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(302)-798-2335
(Toll Free: 1-800-523-5644)
---------------------------
(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 / /.
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of December 15, 1996: $1.00 par value common stock - 1,000
shares.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND
(B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
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<TABLE>
EQUIPMENT LEASING CORPORATION OF AMERICA
INDEX
<CAPTION>
Part I. Financial Information Page Number
- ------------------------------ -----------
<S> <C>
Item 1. Financial Statements
Balance Sheets as of October 31, 1996
(unaudited) and April 30, 1996 1-2
Statements of Operations; For the
Six months ended October 31, 1996 and 1995
and three months ended October 31, 1996
and 1995 (unaudited) 3
Statement of Changes in Shareholder's Deficit;
For the Six months ended October 31, 1996 4
(unaudited)
Statements of Cash Flows For the
Six months ended October 31, 1996 and 1995
(unaudited) 5-6
Notes to Financial Statements 7
Item 2. Management's Narrative Analysis of
The Results of Operations as Permitted
by General Instruction H(1)(A) and (B) 10
Part II. Other Information
- ---------------------------
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
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<TABLE>
EQUIPMENT LEASING CORPORATION OF AMERICA
BALANCE SHEETS
------------
<CAPTION>
October 31, 1996 April 30, 1996
---------------- --------------
(unaudited)
<S> <C> <C>
ASSETS
Direct finance leases:
Aggregate future amounts
receivable under lease
contracts $17,003,620 $16,667,226
Estimated residual value
of equipment 1,421,899 1,577,174
Initial direct costs, net 435,863 393,897
Less:
Unearned income under
lease contracts (3,479,772) (3,347,395)
Advance payments (515,489) (516,658)
---------- ----------
14,866,121 14,774,244
Allowance for doubtful
lease receivables (1,699,850) (1,751,521)
---------- ----------
13,166,271 13,022,723
Due from parent 8,567,373 6,078,559
Cash and cash equivalents 6,176,821 9,260,482
Other assets 443,920 452,783
---------- ----------
TOTAL ASSETS $28,354,385 $28,814,547
=========== ===========
SEE ACCOMPANYING NOTES
1
</TABLE>
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<TABLE>
EQUIPMENT LEASING CORPORATION OF AMERICA
BALANCE SHEETS - (Continued)
------------
<CAPTION>
October 31, 1996 April 30, 1996
---------------- --------------
(unaudited)
<S> <C> <C>
LIABILITIES
Amounts payable to
equipment suppliers $8,749 $8,749
Accrued expenses and
security deposits 60,929 65,809
Demand, Fixed Rate and
Money Market Thrift Certificates 25,931,241 26,407,959
Accrued interest 3,228,787 2,767,158
---------- ----------
29,229,706 29,249,675
SHAREHOLDER'S DEFICIT
Common stock $1 par value,
1,000 shares authorized,
issued and outstanding 1,000 1,000
Variable Rate Cumulative
Preferred Stock, Series A,
$1 par value, 50,000 shares
authorized, none issued --- ---
Additional paid - in capital 999,000 999,000
Accumulated deficit (1,875,321) (1,435,128)
---------- ----------
(875,321) (435,128)
---------- ---------
TOTAL LIABILITIES AND
SHAREHOLDER'S DEFICIT $28,354,385 $28,814,547
=========== ===========
SEE ACCOMPANYING NOTES
2
</TABLE>
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<TABLE>
EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENTS OF OPERATIONS
<CAPTION>
For the Six Months Ended October 31, For the Three Months Ended October 31,
1996 1995 1996 1995
----------- ----------- ----------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue:
Income earned under
direct finance lease contracts $1,253,468 $1,362,988 $ 640,898 $ 648,467
---------- ---------- ---------- ----------
Total revenue 1,253,468 1,362,988 640,898 648,467
---------- ---------- ---------- ----------
Costs and expenses:
Interest expense, net 691,990 703,083 338,146 348,167
General and administrative expenses 457,673 484,448 230,458 251,142
Provision for doubtful lease receivables 543,998 346,593 259,632 171,952
---------- ---------- ---------- ----------
Total costs and expenses 1,693,661 1,534,124 828,236 771,261
---------- ---------- ---------- ----------
Loss before provision
for income tax expense (440,193) (171,136) (187,338) (122,794)
Provision for state income tax expense --- --- --- ---
---------- ---------- ---------- ----------
Net Loss $ (440,193) $ (171,136) $ (187,338) $ (122,794)
========== =========== =========== ===========
SEE ACCOMPANYING NOTES
3
</TABLE>
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<TABLE>
EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT
<CAPTION>
Common Stock
-----------------
($1.00 Par Value)
1,000 shares
Authorized
----------------- Additional Total
No. of shares Paid-In Accumulated Shareholder's
Issued Amount Capital Deficit Deficit
------ ------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Balance, April 30, 1996 1,000 $1,000 $999,000 $(1,435,128) $ (435,128)
Net Loss for the
six month period
ended October 31, 1996
(unaudited) -- -- -- (440,193) (440,193)
----- ------ -------- ----------- --------
Balance, October 31, 1996 1,000 $1,000 $999,000 $(1,875,321) $ (875,321)
(unaudited) ===== ====== ======== =========== ==========
SEE ACCOMPANYING NOTES
4
</TABLE>
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<PAGE>7
<TABLE>
EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENTS OF CASH FLOWS
<CAPTION>
For the Six Months Ended October 31,
1996 1995
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
- --------------------
Net Loss $ (440,193) $ (171,136)
Adjustment to Reconcile
Net Loss to Net Cash Provided by
Operating Activities:
Amortization of Deferred Debt Expenses 130,329 108,024
Provision for doubtful lease receivables 543,998 346,593
Effects of Changes
in other Operating Items:
Accrued Expenses (4,880) (11,228)
Accrued Interest 461,629 277,866
Other (net) (121,466) (128,705)
---------- ----------
Net Cash Provided by Operating Activities 569,417 421,414
---------- ----------
INVESTING ACTIVITIES
- ---------------------
Excess of Cash Received
Over Lease Income Recorded 2,906,791 3,275,370
Receipt of Advance Payments 141,088 91,004
Purchase of Equipment
for Direct Finance Leases (3,735,425) (3,344,014)
---------- ----------
Net Cash Provided by (Used in)
Investing Activities (687,546) 22,360
---------- ----------
SEE ACCOMPANYING NOTES
5
</TABLE>
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<TABLE>
EQUIPMENT LEASING CORPORATION OF AMERICA
STATEMENTS OF CASH FLOWS - (Continued)
<CAPTION>
For the Six Months Ended October 31,
1996 1995
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
FINANCING ACTIVITIES
- --------------------
Proceeds from Issuance
of Demand and Fixed Rate Certificates $ 3,096,902 $ 5,533,126
Net Advances to Parent (2,488,814) (826,255)
Redemption of Demand, Fixed
Rate, and Money Market Thrift
Certificates (3,573,620) (3,757,861)
----------- -----------
Net Cash Provided by (Used in)
Financing Activities (2,965,532) 949,010
----------- -----------
Increase (Decrease) in Cash
and cash equivalents (3,083,661) 1,392,784
Cash and cash equivalents,
Beginning of year 9,260,482 8,908,798
----------- -----------
Cash and cash equivalents,
End of Period $ 6,176,821 $10,301,582
=========== ===========
SEE ACCOMPANYING NOTES
6
</TABLE>
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EQUIPMENT LEASING CORPORATION OF AMERICA
Notes to Interim Financial Statements
Six Months Ended October 31, 1996 and 1995
1. FINANCIAL STATEMENT PRESENTATION
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of
the information and note disclosures required by generally accepted
accounting principles. These statements should be read in conjunction
with the audited financial statements and notes thereto as of April 30,
1996. The accompanying financial statements have not been audited by
independent accountants, but in the opinion of management, such financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary to summarize fairly the results of operations and
are not necessarily indicative of the results to be expected for the full
year.
The Preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Although these estimates are based on
management's knowledge of current events and actions it may undertake in
the future, they may ultimately differ from actual results.
2. ACCOUNTING POLICIES
ACCOUNTING FOR LEASES
Equipment Leasing Corporation of America ("ELCOA")'s lease contracts
provide for total noncancellable rentals which exceed the cost of leased
equipment and, accordingly, are accounted for as direct finance leases.
At inception, ELCOA records the gross lease receivable, the estimated
residual value of the leased equipment, and the unearned lease income.
The unearned lease income represents the excess of the gross lease
receivable at inception of the contract plus the estimated residual value
over the cost of the equipment being leased. ELCOA utilizes the
"effective" or interest method in recognizing the remainder of unearned
income. For leases originated after April 30, 1988, the Company has
changed its method of accounting to conform with the requirements of FAS
No. 91 "Accounting for Non Refundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Direct Cost of Leases". Under
this method a portion of the initial direct costs as defined by FAS No. 91
($189,624 and $130,565 for the six months ended October 31, 1996 and 1995,
respectively), were accounted for as part of the Investment in Direct
Financing Leases. Unearned income is earned and initial direct costs are
amortized to income using the effective method over the term of the lease.
ELCOA provides a provision for doubtful accounts based upon a periodic
review (not less than quarterly) of its outstanding lease portfolio, and
provides a direct charge against operations to increase the amount of
stated reserves for uncollectable accounts. Any writeoffs of
uncollectable leases reduce the stated amount of ELCOA's reserves.
Write-offs of delinquent leases totaled $595,669 and $295,933 during the
six month periods ended October 31, 1996 and 1995, respectively, while
ELCOA increased these reserves by charges of $543,998 and $346,593 during
the six month periods ended October 31, 1996 and 1995, respectively.
7
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INCOME TAXES
Effective May 1, 1993, the Company adopted Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes" (SFAS 109),
which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities
are computed annually for differences between the financial statement and
tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. Income
tax expense is the tax payable or refundable for the period plus or minus
the change during the period in deferred tax assets and liabilities.
The net deferred tax asset as of May 1, 1996 includes deferred tax assets
(liabilities) attributable to the following temporary deductible (taxable)
differences:
Operating lease method vs. direct financing method $1,467,000
Provision for doubtful lease receivables 472,000
Other (32,000)
----------
Net deferred tax asset 1,907,000
Valuation allowance (1,907,000)
----------
Net deferred tax asset after valuation allowance $ ----
==========
A valuation allowance was considered necessary since it is more likely
than not that the Company will not realize the tax benefits of the
deductible differences.
The Company will be included in the consolidated federal income tax return
of its parent, Walnut Equipment Leasing Co., Inc. Based on a tax
allocation agreement, current federal taxes otherwise refundable (payable)
under a separate company computation will be received from (paid to) its
parent.
For the six months ended October 31, 1996 and 1995, the provision for
federal and state income taxes consists of:
Six Months Ended October 31,
1996 1995
-------- --------
Current $416,627 $564,216
Deferred (416,627) (564,216)
-------- --------
$ --- $ ---
======== ========
The deferred tax benefit is the change in the net deferred tax asset
arising from the available carry-back claim from its parent.
8
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OTHER ASSETS AND LIABILITIES
Amounts payable to equipment suppliers in the amount of $8,749 as of
October 31, 1996 represents holdbacks from suppliers of equipment as
additional security for performance by the underlying lessee on the
related lease contract, and are payable at the termination of the
contracts based upon the lessee's compliance with terms of the lease
contract.
Other assets at October 31, 1996 include $443,631 in deferred expenses,
net of amortization, representing costs directly related to the Company's
registration and solicitation of Demand, Fixed Rate and Money Market
Thrift Certificates. Registration expenses of $140,099 at October 31,
1996 are being amortized on a straight-line basis over the estimated
average lives of the debt to be issued under the registration statement.
Amortization of these deferred registration expenses and solicitation
costs charged to income during the six month periods ended October 31,
1996 and 1995 were $130,329 and $108,024, respectively. Also, $303,532 in
commissions paid for sale of the Demand, Fixed Rate and Money Market
Thrift Certificates included in Other Assets at October 31, 1996 are being
amortized over the life of each respective certificate sold.
9
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EQUIPMENT LEASING CORPORATION OF AMERICA
MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
AS PERMITTED BY GENERAL INSTRUCTION H(1)(A) AND (B)
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED OCTOBER 31, 1996 AND 1995.
Revenues of $1,253,468 and $1,362,988 were recognized during the six
months ended October 31, 1996 and 1995 respectively. Revenues decreased
$109,520 or 8.04% as a result of changes in the composition of the aging
of the outstanding aggregate future receivables during these periods. The
Company utilizes the "effective" method in recognizing income from
deferred income on its direct finance lease portfolio. For a more
detailed discussion of the manner in which income is computed and
recognized, see Footnote 2 to the Financial Statements. During the six
month periods ended October 31, 1996 and 1995, $4,965,522 and $4,358,100,
respectively, in new gross finance lease receivables were added to the
portfolio of outstanding leases, corresponding to equipment purchases of
$3,735,425 and $3,344,014, respectively. Unearned income under direct
finance leases reflected a net increase of $132,377 during the six months
ended October 31, 1996 after having decreased $163,948 during the six
months ended October 31, 1995. During a period in which new lease volume
grows, the rate of growth in new lease volume and unearned income will
exceed the rate of growth, if any, of income earned under direct finance
leases as unearned income is recognized over the term of the lease and not
necessarily in the year of origination. Management attributes the
increase in new leases generated during the six month period ended October
31, 1996 to an increase in equipment available for purchase from its
parent, Walnut.
Amounts paid under the service contract for lease origination in the
amounts of $189,624 and $130,565, respectively, were capitalized in
accordance with FAS No. 91 during the six months ended October 31, 1996,
and 1995. See Footnote 2 to the Financial Statements for the six month
interim period ended October 31, 1996.
General and administrative expenses for the six month periods ended
October 31, 1996 and 1995 were $457,673 and $484,448, respectively.
Included in these expenses were $245,466 and $297,505, respectively, in
monthly servicing fees which are to reimburse Walnut for the servicing and
administration of ELCOA's outstanding leases which are charged at $6.50
per account per month. As of October 31, 1996 and 1995, there were 6,104
and 7,294 accounts outstanding, respectively. Also included in general
and administrative expenses for the six months ended October 31, 1996 and
1995 are $130,329 and $108,024, respectively, which represents the
amortization of the deferred registration and solicitation expenses which
are included in "Other Assets" on the Balance Sheet at October 31, 1996
and 1995. See Footnote 2 to the Financial Statements for a more detailed
discussion of the calculation of the amortization expense. ELCOA paid
Walnut $13,000 during each of the six month periods ended October 31, 1996
and 1995, for bookkeeping fees. These fees are to reimburse Walnut for
the routine bookkeeping functions performed for ELCOA and are charged at
$500 per week. Also included in general and administrative expenses were
$50,398 and $53,292 respectively, in transfer service fees paid to
Financial Data, Inc., an affiliate. These expenses approximate the actual
costs incurred in the services performed, which decreased during the six
months ended October 31, 1996 as a result of the suspension of sales of
10
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certificates effective September 1, 1996 pending effectiveness of a
Post-effective amendment to a registration statement. See "Other
Information below.
For the six months ended October 31, 1996 and 1995, ELCOA recognized
expenses of $543,998 and $346,593, respectively, for its doubtful lease
receivable provision. See Footnote 2 to the Financial Statements. This
provision was recognized in order to maintain an adequate allowance, based
upon management's belief and historical experience, for anticipated
delinquencies and impairments from doubtful direct finance lease
receivables outstanding as of October 31, 1996 and 1995. During the three
months ended October 31, 1996, ELCOA continued to conduct an extensive
review of the collectibility of all past due accounts, and wrote-off those
situations where further costs in pursuing legal remedies in collection
were considered to be unwarranted. As a result, past due accounts four or
more monthly payments past due (on a strict contractual basis) as of
October 31, 1996 were $5,191,027 or 30.53% of the $17,003,620 in aggregate
future lease receivables outstanding at that date. These delinquencies
decreased $137,410 or 2.58% from the amount of $5,328,437 (32.0% of
aggregate receivables) at April 30, 1996. Management is continuing its
efforts in pursuit of collections of all past due lease receivables.
During the six months ended October 31, 1996 and 1995, ELCOA incurred
$691,990 and $703,083, respectively in interest expense on the Demand,
Fixed Rate and Money Market Thrift Certificates. Accrued interest thereon
of $3,228,787 and $2,604,574, respectively, were outstanding at October
31, 1996 and 1995. These expenses were reduced by interest income of
$550,421 and $488,328, respectively during the six months ended October
31, 1996 and 1995. ELCOA's excess cash is invested in short-term U.S.
Government Treasury Bills having maturities of three months, with interest
rates of 5.0% and 5.3% at October 31, 1996 and 1995, respectively. The
average rates of interest paid on the Certificates (including accrued
interest thereon) during these periods were approximately 8.5% and 8.6%,
respectively, during the six month periods ended October 31, 1996 and
1995. Effective January 1, 1991, ELCOA and Walnut, its parent, agreed to
pay each other interest on any intercompany advances during each month.
Interest will be charged at a rate equal to 2% above the prevailing
"prime" rate of interest at Meridian Bank, Reading, Pennsylvania. During
the six months ended October 31, 1996 and 1995, ELCOA included $364,015
and $240,887, respectively, as interest income under this agreement.
During the six month periods ended October 31, 1996 and 1995, ELCOA
recognized no provisions for state income taxes, or federal income taxes.
See Footnote 2 to the Financial Statements.
CAPITAL RESOURCES AND LIQUIDITY
ELCOA has financed its growth to date primarily from the proceeds of sale
of its debt securities, as well as from rental receipts from its
outstanding lease portfolio. To date ELCOA has not experienced any
difficulty in financing the purchase of new equipment for lease.
Taking into consideration new lease business, cash and unhypothecated
leases on hand, anticipated sales and redemptions of debt securities, and
other resources, it is management's opinion that its cash will be
sufficient to conduct its business and meet its anticipated obligations
11
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during the current fiscal year. No assurance can be given that the
anticipated level of sales of its offering of Demand and Fixed Rate
Certificates will be attained. Sales of demand and fixed rate
certificates were suspended effective September 1, 1996, pending
declaration of effectiveness of a post-effective amendment to a
registration statement. As a result, proceeds from the issuance of debt
securities have decreased during the current six months ended October 31,
1996 as compared to the same period prior year. See the Statement of Cash
Flows on pages 5 and 6 of this report for an analysis of the sources and
uses of cash by ELCOA during the six month periods ended October 31, 1996
and 1995.
ITEM 5. OTHER INFORMATION
On September 11, 1996, ELCOA filed a post-effective amendment to a
registration statement on Form S-2 in connection with the continuing offer
and sale of its debt securities. Sales of these securities were suspended
effective September 1, 1996, pending declaration of effectiveness of this
post-effective amendment. Post-Effective Amendment Number 2 to Form S-2
(SEC Registration Number 333-02497) relating to $45,200,000 in principal
amount of Demand and Fixed Rate Certificates remaining unsold from the
prior registration was filed on December 23, 1996, is expected to be
declared effective during either December, 1996 or January, 1997. The
amendment to the registration statement noted above that was filed on
December 23, 1996 included restated financial statements for the three
fiscal years ended April 30, 1996. In this regard, ELCOA filed an amended
annual report on Form 10-K on December 23, 1996. The sale of these
securities will commence effective with that date.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
REPORTS ON FORM 8-K
There were no reports on Form 8-K filed during the three months ended
October 31, 1996.
12
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<PAGE>15
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.
EQUIPMENT LEASING CORPORATION OF AMERICA
----------------------------------------
(Registrant)
/s/ William Shapiro
----------------------------------------
William Shapiro, President and
Chief Financial Officer
December 20, 1996
- -----------------
Date
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
ART. 5 FDS FOR 2ND QUARTER 10-Q
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> OCT-31-1996
<CASH> 6,177
<SECURITIES> 0
<RECEIVABLES> 17,004
<ALLOWANCES> 1,700
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,354
<CURRENT-LIABILITIES> 0
<BONDS> 25,931
<COMMON> 1,000
0
0
<OTHER-SE> (1,875)
<TOTAL-LIABILITY-AND-EQUITY> 28,354
<SALES> 1,253
<TOTAL-REVENUES> 1,253
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 458
<LOSS-PROVISION> 544
<INTEREST-EXPENSE> 692
<INCOME-PRETAX> (440)
<INCOME-TAX> 0
<INCOME-CONTINUING> (440)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (440)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
