UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter 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 0-17469
CINEMA PLUS, L.P.
(Exact name of registrant as specified in its certificate of
Limited Partnership)
Delaware 13-3437795
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1100 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 512-1000
(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>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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INDEX
PAGE
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Balance Sheets at June 30, 1997 and December 31,
1996......................3
Statements of Operations for the Three and Six Months Ended
June 30, 1997 and
1996........................................................
............4
Statements of Cash Flows for the Six Months Ended
June 30, 1997 and
1996........................................................
............5
Notes to Financial
Statements..................................................
..............6
</TABLE>
<PAGE>
CINEMA PLUS, L.P
(A Delaware Limited Partnership)
BALANCE SHEETS
Unaudited
(000's Omitted)
<TABLE>
<CAPTION>
Unaudited
June December
30, 31,
1 1
997 996
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ $
3,109 176
Short-Term Investments 1,492 2,275
Receivable from HBO (Note 2) 112 2,098
Assured Return of Film
Investment Payment
Receivable (Note 4) 22,036 21,540
Motion Picture Production
Costs, net of
accumulated amortization of
$98,135 and
$98,067, respectively
254 316
Total $ $
Assets 27,003 26,405
LIABILITIES AND PARTNERS'
CAPITAL
Liabilities:
Accrued Expenses and Accounts $ $
Payable 219 216
Payable to General Partners 496 484
(Note 5)
Payable to HBO (Notes 3 & 4)
4,843 4,805
Total $ $
Liabilities 5,558 5,505
Partners' Capital (Note 7):
General Partners $ $
(161) (167)
Limited Partners
21,606 21,067
Total $ $
Partners' Capital 21,445 20,900
Total
Liabilities and Partners'
$ $
Capital 27,003 26,405
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
CINEMA PLUS, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
Unaudited
(000's Omitted, except net income per unit)
<TABLE>
<CAPTION>
For
the Three Months For the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Revenue from Motion
Pictures
(Note 7) $ $ $ $
161 1,073 424 1,235
Expenses:
Motion Picture (1) 96 68 240
Production Costs
Professional and
Other Fees 68 87 120 156
67 183 188 396
Income from Operations
94 890 236 839
Assured Return of Film
Investment
Payment (Note 4) 238 288 496 (80)
HBO Interest Recoupment (80) (53) (159) (130)
(Note 4)
Interest Expense (Notes (40) (42) (81) (85)
3 & 6)
Interest Income
31 31 53 66
Net Income $ $ $ $
243 1,114 545 610
Net Income Attributable
to
General Partners $ $ $ $
2 11 5 6
Net Income Attributable
to Limited
Partners $ $ $ $
241 1,103 540 604
Net Income Per Unit of
Limited
Partnership Interest
(43,286 units) $ $ $ $
5.55 25.48 12.46 13.95
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
CINEMA PLUS, L.P.
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
Unaudited
(000's Omitted)
<TABLE>
<CAPTION>
For the Six Months Ended June 30,
1997 1996
<S>
<C> <C>
Operating Activities:
Net Income $ $
545 610
Adjustments to Reconcile Net
Income to
Net Cash Provided by Operating
Activities:
Decrease (Increase) in 1,986 (91)
Receivable from HBO
(Increase) Decrease in
Assured Return of Film
Investment Payment (496) 80
Receivable
(Increase) Decrease in Motion
Picture
Production Costs (6) 63
Amortization of Motion
Picture Production
Costs 68 240
Increase (Decrease) in
Accrued Expenses and
Accounts Payable 3 (14)
Increase in Payable to 12 17
General Partners
Decrease in Deferred Revenue
0 (177)
Net Cash Provided by
Operating Activities 2,112 728
Investing Activities:
Purchase of Short-Term (2,920) (2,278)
Investments
Redemption of Short-Term
Investments 3,703 2,261
Net Cash Provided (Used)
by Investing
Activities
783 (17)
Financing Activities:
Increase in Payable to HBO
38 84
Net Cash Provided by
Financing Activities 38 84
Increase In Cash and Cash 2,933 795
Equivalents
Cash and Cash Equivalents at
beginning of year 176 192
Cash and Cash Equivalents at end $ $
of period 3,109 987
See accompanying notes to the financial statements.
</TABLE>
<PAGE>
CINEMA PLUS, L.P.
(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 reporting. They
do not include all information and footnotes required by
generally accepted accounting principles for complete
financial statements. The information furnished includes
all adjustments of a normal recurring nature which are, in
the opinion of management, necessary to present fairly the
Partnership's financial position as of June 30, 1997 and the
results of its operations and changes in cash flows for the
periods ended June 30, 1997 and 1996. Results of operations
for the period ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the
entire year.
2. Receivable from HBO
The Receivable from HBO at June 30, 1997 and December
31, 1996 consists of the following amounts:
6/30/97 12/31/96
Network $ 0
$1,335,000
Foreign 0
11,000
Net Domestic Video 112,000
609,000
Interest 0
143,000
$ 112,000
$2,098,000
(a) Network Receivable from HBO
Pursuant to the HBO License Agreement, the Partnership
has granted domestic network television distribution rights
in the Films to HBO, and HBO has caused such rights to be
licensed to Warner Bros. HBO and Warner Bros. receive in
the aggregate a distribution fee of no more than 20% of the
gross proceeds received from the exploitation
of their network television distribution rights in each
Film. The remaining revenues, less distribution expenses
and guild residuals, are remitted to the Partnership.
During the six month period ended June 30, 1997, the
Partnership recognized net revenue of $25,000 with respect
to "Ricochet." During the six month period ended June 30,
1997, the Partnership received a cash payment of $1,360,000
representing net revenues from network television.
(b) Foreign Receivable from HBO
As the HBO Commitment with respect to "Ricochet" has
been fully repaid, any additional foreign receipts for this
Film are being remitted to the Partnership net of any guild
residuals, distribution fees and expenses. During the six
month period ended June 30, 1997, the Partnership recognized
foreign revenue (excluding UK non-standard television) of
$14,000. During the six month period ended June 30, 1997,
the Partnership received a cash payment of $25,000
(including interest) from the foreign distribution of the
Film "Ricochet."
(c) Net Domestic Video Receivable from HBO
During the six month period ended June 30, 1997, the
Partnership recognized revenues of $178,000 from net
domestic home video distribution of all of its Films.
During the six month period ended June 30, 1997, the
Partnership received a cash payment of $675,000 from the net
domestic video distribution of all of its Films.
(d) Syndication Receivable from HBO
Domestic syndication television rights in the Films are
licensed by HBO (or a subdistributor designated by HBO) on
behalf of the Partnership. HBO and its subdistributor, if
any, receive distribution fees aggregating no more than
37.5% of the gross receipts from such license. Gross
receipts less distribution fees and expenses and guild
residuals are remitted to the Partnership. During the six
month period ended June 30, 1997, the Partnership recognized
net revenue from syndicated television of $20,000. During
the six month period ended June 30, 1997, the Partnership
received a cash payment of $20,000 representing net revenues
from syndicated television.
(e) Interest Receivable
During the six month period ended June 30, 1997, the
Partnership received interest payments of $143,000 with
respect to audits of the Film's domestic consumer video
revenues.
3. Payable to HBO
The payable to HBO at June 30, 1997 and December 31,
1996 (including
accrued interest) consists of the following amounts:
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<CAPTION>
6/30/97 12/31/96
<S> <C> <C>
HBO Commitment $ $
240,000 357,000
Print and Advertising 193,000 197,000
Expenditures
HBO Interest Recoupment (See
Note 4) 4,410,000 4,251,000
Total $ $
4,843,000 4,805,000
</TABLE>
(a) HBO Commitment
During the six month period ended June 30, 1997, an
aggregate of $204,000 (including interest) of the HBO
Commitments with respect to "Don't Tell Mom" and "Mom and
Dad Save the World" was repaid from net Foreign Distribution
Advances with respect to these Films. In addition, interest
was accrued in the amount of $81,000 for the six months
ended June 30, 1997. Furthermore, the Partnership's Payable
to HBO has increased by $6,000 for "Mom and Dad Save the
World." This increase of $6,000 is offset by a
corresponding increase in the capitalized Motion Picture
Production Costs of this Film. This adjustment was due to a
change in the estimates of ultimate net foreign revenues as
of June 30, 1997. It is currently anticipated that HBO will
be unable to recoup the HBO Commitment in the amount of
$2,598,000 (down from $2,604,000) with respect to "Mom and
Dad Save the World."
(b) Print and Advertising Expenditures
During the six month period ended June 30, 1997, the
Partnership recognized $4,000 from the domestic theatrical
distribution of its Films, all of which has been applied to
the payable of print and advertising expenditures incurred
to date.
4. Assured Return of Film Investment Payment and the HBO
Interest Recoupment
Based on the anticipated performance of each of the
four Films in release at June 30, 1997, it is expected that
HBO will be required to make an Assured Return of Film
Investment Payment ("ARFIP") with respect to each of these
Films other than "Don't Tell Mom". Accordingly, $22,036,000
(amount present valued) was recorded by the Partnership as a
receivable from HBO in the accompanying financial statements
as of June 30, 1997.
With respect to any Film for which an ARFIP is made,
HBO will be thereafter entitled to receive from the
Partnership any additional revenues received by the
Partnership with respect to that Film until the entire
amount of such ARFIP has been recouped by HBO. If HBO has
not recouped the ARFIP for a Film, the Partnership will be
required to pay to HBO an amount (the "HBO Interest
Recoupment") equal to the lesser of: (a) the sum of the
unrecouped ARFIP and the non-standard television residuals
for such Film or (b) the Per Film Interest (as defined
below). "Per Film Interest" represents the interest income
earned on Partnership funds awaiting investment in Films
divided by the four Partnership Films. Accordingly, an HBO
Interest recoupment in the amount of $4,410,000 (amount
present valued) has been recorded by the Partnership and
included in the Payable to HBO in the accompanying financial
statements as of June 30, 1997. The HBO Interest Recoupment
is payable not later than thirty days after the date on
which the ARFIP for the last film shall be payable. See
also Current Operations.
5. Payable to General Partners
A portion of the Production and Overhead Fee is paid to
the General Partners in accordance with a set schedule.
Interest accrues on the balance at a rate equal to the
interest rate earned by the Partnership on the short-term
investment of its funds. Accordingly, as of June 30, 1997,
$496,000 is recorded as a Payable to General Partners in the
accompanying financial statements.
6. Supplemental Disclosure of Cash Flow Information
The Partnership paid $66,000 and $15,000 of interest in
the six months ended June 30, 1997 and 1996, respectively.
7. Current Operations
The Partnership has financed four Films. All of these
Films have completed their domestic theatrical and video
releases and are being distributed in various ancillary
media. No other films will be financed by the Partnership.
During the six months ended June 30, 1997, the
Partnership recognized net revenue in the amounts of $4,000,
$218,000, $25,000, $178,000 and $20,000 with respect to the
domestic theatrical, foreign, network television, net
domestic video and domestic syndication markets,
respectively, of its Films. During the six months ended
June 30, 1997, the third party participation expense for
"Don't Tell Mom" was increased by $21,000 thereby decreasing
the Partnership's net revenue for the period.
For the purpose of computing net income per unit, the
income has been allocated 99% to the limited partners and 1%
to the Administrative General Partner.
As is required by its limited partnership agreement, the
Partnership will dissolve at the expiration of its term on
September 30, 1997, and the Partnership Assets shall thereupon be
liquidated and distributed in accordance with such agreement.
HBO has indicated a willingness to purchase the rights of the
Partnership in the Films and in connection with such a purchase
HBO has also indicated a willingness to accelerate its payment of
the full amount of the Assured Return of Film Investment Payments
otherwise due in 1998 and 1999 to 1997. Should such an
acceleration occur, the Administrative General Partner has
indicated a willingness likewise to accelerate the payment by the
Partnership to HBO of the HBO Interest Recoupment which also
would be otherwise due in 1999. It is contemplated that the
purchase of the Films and the accelerated payment of the ARFIPs
and the HBO Interest Recoupment would occur on or about September
30, 1997. In order to facilitate these possible steps, the
process of obtaining the appraisals of the Films required by the
terms of the limited partnership agreement has commenced. HBO
has indicated that its final decision to purchase the Films and
make the accelerated payment of the ARFIPs will depend on the
results of the appraisals, HBO's assessment of contingent
liabilities under litigation with respect to the Partnership and
HBO and certain other matters. HBO is not bound to purchase the
Films or to accelerate payment of the ARFIPs and there can be no
assurance that it will do so. If HBO determines to proceed and
if the Partnership accepts an offer by HBO to purchase the Films
and accelerate the payment of the ARFIPs, the Partnership, under
the direction of the Administrative General Partner, would then
take steps to wind-up its business. Following that process and
the establishment of appropriate reserves for all remaining
obligations of the Partnership, a distribution of the
Partnership's assets would be made to the Partners. This
distribution would be expected to be made as soon as practicable
following the dissolution of the Partnership. Should HBO
determine not to proceed with such purchase and acceleration,
provisions shall be made, as necessary, prior to September 30,
1997 for the establishment of a trust for the purpose, among
others, of receiving and distributing the ARFIPs in accordance
with the limited partnership agreement.
8. Additional Information
Additional information, including the audited 1996
Financial Statements and the Summary of Significant
Accounting Policies, is included in the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1996 on
file with the Securities and Exchange Commission.
9. Legal Proceedings
On August 14, 1995 a lawsuit styled as a class action was
filed by two holders of
Cinema Plus limited partnership units in the United States
District Court of the Western District of Pennsylvania
against HBO Film Management, Inc. and Entertainment Finance
Services, Inc., the general partners of Cinema Plus, Home
Box Office, Inc., and Kidder, Peabody & Co., Incorporated
and Smith Barney Inc., two of the underwriters of the
original sale of limited partnership units of Cinema Plus.
Cinema Plus has not been named as a defendant in the
lawsuit. The lawsuit alleges various violations of law by
the defendants in connection with the original sale of
limited partnership units of Cinema Plus and the subsequent
operation of Cinema Plus. The action was dismissed on March
4, 1996. On March 20, 1996 the plaintiffs filed a Notice of
Appeal in the Third Circuit Court of Appeals. Oral argument
before the Third Circuit Court of Appeals was heard on
October 3, 1996. The defendants believe the lawsuit to be
without merit and are vigorously defending it.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results
of Operations
a. Financial Condition
As of June 30, 1997, the Partnership held cash and cash
equivalents of $3,109,000 and short-term investments of
$1,492,000.
The Partnership invested in the production of four Films.
As of June 30, 1997, an aggregate of $98,389,000 (including
the HBO Commitments) had been incurred toward the production
and theatrical release of these Films.
As is required by its limited partnership agreement, the
Partnership will dissolve at the expiration of its term on
September 30, 1997, and the Partnership Assets shall
thereupon be liquidated and distributed in accordance with
such agreement. HBO has indicated a willingness to purchase
the rights of the Partnership in the Films and in connection
with such a purchase HBO has also indicated a willingness to
accelerate its payment of the full amount of the Assured
Return of Film Investment Payments otherwise due in1998 and
1999 to 1997. Should such an acceleration occur, the
Administrative General Partner has indicated a willingness
likewise to accelerate the payment by the Partnership to HBO
of the HBO Interest Recoupment which also would be otherwise
due in 1999. It is contemplated that the purchase of the
Partnership Films and the accelerated payment of the ARFIPs
and the HBO Interest Recoupment would occur on or about
September 30, 1997. In order to facilitate these possible
steps, the process of obtaining the appraisals of the Films
required by the terms of the limited partnership agreement
has commenced. HBO has indicated that its final decision to
purchase the Films and make the accelerated payment of the
ARFIPs will depend on the results of the appraisals, HBO's
assessment of contingent liabilities under litigation with
respect to the Partnership and HBO and certain other
matters. HBO is not bound to purchase the Films or to
accelerate payment of the ARFIPs and there can be no
assurance that it will do so. If HBO determines to proceed
and if the Partnership accepts an offer by HBO to purchase
the Films and accelerate the payment of the ARFIPs, the
Partnership, under the direction of the Administrative
General Partner, would then take steps to wind-up its
business. Following that process and the establishment of
appropriate reserves for all remaining obligations of the
Partnership, a distribution of the Partnership's assets
would be made to the Partners. This distribution would be
expected to be made as soon as practicable following the
dissolution of the Partnership. Should HBO determine not to
proceed with such purchase and acceleration, provisions
shall be made, as necessary, prior to September 30, 1997 for
the establishment of a trust for the purpose, among others,
of receiving and distributing the ARFIPs in accordance with
the limited partnership agreement.
Prior to the receipt of the ARFIP receivable, no
significant cash outlays are expected to be made by the
Partnership other than its operating expenses and the
satisfaction of the Partnership's payables to HBO (except
for the HBO Interest Recoupment). Subsequent to the receipt
of the ARFIPs, which in the absence of acceleration is
anticipated to occur in 1998 and 1999, additional cash
outlays are expected to be made to HBO for payment of the
HBO Interest Recoupment, as well as to pay the Partnership's
operating expenses and to make distributions to partners.
As of June 30, 1997, the Partnership's net payable to
HBO totaled $4,843,000. Of this amount, $4,410,000 relates
to the HBO Interest Recoupment which is not payable until
one month after the last ARFIP proceeds are received from
HBO. Based on current estimates of ultimate net revenues,
it is anticipated that the remainder of the payable to HBO
at June 30, 1997 will be substantially repaid to HBO within
the next two years subject to acceleration as provided
above.
Since the Partnership is not anticipating significant
future revenues (other than those used to repay HBO) until
the Assured Return of Film Investment Payments are received
from HBO, the Partnership's future operating expenses are
expected to be met from current cash and short-term
investments. Management believes that whether or not an
acceleration of the ARFIP payments occur the cash and short-
term investments held at June 30, 1997 are sufficient to
meet its liquidity needs without the need to obtain external
financing from a third party or its General Partners. Cash
distributions will be made only as significant cash becomes
available from the exploitation of the Films in excess of
the payables due to HBO or as the Assured Return of Film
Investment Payments are received from HBO.
b. Results of Operations
For the three month period ended June 30, 1997, the
Partnership recorded net revenue of $161,000 due primarily
to the performance of its Films in the foreign markets and
domestic consumer video markets. For the three months ended
June 30, 1997, the Partnership recorded an increase in the
Assured Return of Film Investment Payment of $238,000
primarily due to a decrease in the discount period. The
Partnership recorded HBO Interest Recoupment expense of
$80,000 due primarily to the decrease in the discount
period.
For the three month period ended June 30, 1996, the
Partnership recorded net revenue of $1,073,000 due primarily
to the performance of its Films in the network television
and foreign markets offset by amortization of related Motion
Picture Production Costs of $96,000. Amortization of Motion
Picture Production Costs was relatively low in comparison to
revenues due to the fact that a majority of the costs
related to network revenue had been amortized in prior
periods. For the three months ended June 30, 1996, the
Partnership recorded an increase in the Assured Return of
Film Investment Payment of $288,000 primarily due to the
decrease in the discount period. The Partnership recorded
HBO Interest Recoupment expense of $53,000 due primarily to
the decrease in the discount period.
For the six month period ended June 30, 1997, the
Partnership recorded net revenue of $424,000 due primarily
to the performance of its Films in the foreign markets and
domestic consumer video markets. For the six months ended
June 30, 1997, the Partnership recorded an increase in the
Assured Return of Film Investment Payment of $496,000 due
primarily to a decrease in the discount period. The
Partnership recorded HBO Interest Recoupment expense of
$159,000 due primarily to the decrease in the discount
period.
For the six month period ended June 30, 1996, the
Partnership recorded net revenue of $1,235,000 due primarily
to the performance of its Films in the network television
and foreign markets offset by amortization of related
Motion Picture Production Costs of $240,000. For the six
months ended June 30, 1996, the Partnership recorded a
decrease in the Assured Return of Film Investment Payment of
$80,000 primarily due to an increase in the ultimate net
revenue projections with respect to "Ricochet" offset, in
part, by the decrease in the discount period. The
Partnership recorded HBO Interest Recoupment expense of
$130,000 due primarily to the decrease in the discount
period.
<PAGE>
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
On August 14, 1995 a lawsuit styled as a class action
was filed by two holders of
Cinema Plus limited partnership units in the United
States District Court of the Western District of
Pennsylvania against HBO Film Management, Inc. and
Entertainment Finance Services, Inc., the general
partners of Cinema Plus, Home Box Office, Inc., and
Kidder, Peabody & Co., Incorporated and Smith Barney
Inc., two of the underwriters of the original sale of
limited partnership units of Cinema Plus. Cinema Plus
has not been named as a defendant in the lawsuit. The
lawsuit alleges various violations of law by the
defendants in connection with the original sale of
limited partnership units of Cinema Plus and the
subsequent operation of Cinema Plus. The action was
dismissed on March 4, 1996. On March 20, 1996 the
plaintiffs filed a Notice of Appeal in the Third
Circuit Court of Appeals. Oral argument before the
Third Circuit Court of Appeals was heard on October 3,
1996 The defendants believe the lawsuit to be without
merit and are vigorously defending it.
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
A). Exhibits
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EXHIBIT
NUMBERDESCRIPTIONPAGE NUMBER
<S> <C>
<C>
27 Financial Data Schedule
</TABLE>
B). The Partnership did not file any reports on Form 8-
K during the quarter ended June
30, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
CINEMA PLUS, L.P.
a Delaware Limited Partnership
By: Entertainment Finance
Services, Inc.,
as Administrative
General Partner
August 12, 1997 By: /s/ Bradley J. Wechsler
Date Bradley J. Wechsler
President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from Balance Sheets and Statements of
Operations for the second quarter ended June 30, 1997 Form
10Q of Cinema Plus, L.P. and is qualified in its entirety by
reference to such financial statements.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,109,000
<SECURITIES> 1,492,000
<RECEIVABLES> 22,148,000
<ALLOWANCES> 0
<INVENTORY> 254,000
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 27,003,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 21,445,000
<TOTAL-LIABILITY-AND-EQUITY> 27,003,000
<SALES> 0
<TOTAL-REVENUES> 973,000
<CGS> 0
<TOTAL-COSTS> 188,000
<OTHER-EXPENSES> 159,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 81,000
<INCOME-PRETAX> 545,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 545,000
<EPS-PRIMARY> 12.46
<EPS-DILUTED> 0
</TABLE>