FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
For Quarter Ended: September 30, 1996 Commission file number: 33-28988
DBSI PACIFIC INCOME & GROWTH FUND - II, A Real Estate Limited Partnership
State of Organization: Idaho Employer ID #: 82-0428903
1070 N. Curtis Rd., Suite 270, Boise, Idaho 83706
Telephone number: (208) 322-5858
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)
Yes [X] No [ ]
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
<PAGE>
FORM 10-Q
File Number: 33-28988
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Included herein on pages 5-10
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Included herein on page 3-4
<PAGE>
DBSI PACIFIC INCOME & GROWTH FUND - II
A Real Estate Limited Partnership
General Partners' Discussion and Analysis
of Financial Condition and Results of Operations
September 30, 1996
Liquidity and Capital Resources
The Partnership has generated funds primarily from the sale and operation
of rental properties and to a lesser extent from interest on savings and
certificates of deposit. Because of the favorable market, the Partnership
sold Dakota Station on June 5, 1996, Talisman Apartments on September
27, 1996, and Sorrento View on October 16, 1996. As the Seattle real
estate market improves the Partnership anticipates selling the remaining
property. Funds are used for rental property operating expenses,
distributions to partners, debt service, fixed asset replacements, capital
improvements, management and professional fees. The general partners
believe that the Partnership has the liquidity and capital resources to meet
all of its known obligations and commitments.
The cash and cash equivalents position of the Partnership at September 30,
1996 represented approximately $1,843,000 including approximately
$44,000 for tax, insurance and replacements reserves and approximately
$1,799,000 operating cash primarily from the sale of Dakota Station and
Talisman. The Partnership has no external sources of liquidity and no
outstanding capital commitments. Cash deposits earned interest of
approximately 4.0%.
Cash Flow and Operations
For the nine months ended September 30, 1996 and 1995, the Partnership
generated $360,833 and $219,388 of cash flow from operating activities.
The following adjustments should be made to the 1996 annualized cash
flow for Weatherstone and Sorrento View in order to compare the first
year pro forma funds from operations as found in the supplements to the
offering prospectus. First, mortgage interest payments of $59,573 for
Sorrento View Apartments should be added to cash flow since the pro
forma statements anticipated no mortgage loan on this property. Second,
changes in operating assets and liabilities of $159,103 should reduce cash
flow to reflect the ongoing funds generated from operations. Cash flow
should also be reduced for principal payments of $17,103 and for normal
fixed asset purchases of $120,978. Finally cash flow should be decreased
$25,918 to eliminate Dakota Station, Talisman, and partnership activity.
After the above adjustments, the remaining properties combined
annualized funds from operations reached 30% of the pro forma amount.
Total revenue increased from $1,750,652 to $2,620,490 for third quarter
1995 compared to 1996. Real estate operating expense increased from
$1,937,354 to $1,967,221 for third quarter 1995 to third quarter 1996.
The general partner has contracted with Pinnacle Realty Management
Company for management of Weatherstone.
On June 5, 1996, the Partnership sold Dakota Station Apartments to
unrelated individual parties for $2,080,000. The Partnership received
$1,967,380 from the sale less mortgage repayment and interest of
$790,512, commissions to unrelated parties of $51,975, closing costs of
$4,962, a credit to buyer of $12,425 and a loan prepayment penalty of
$43,258. The Partnership purchased the property in November 1990 for
$1,765,000 and at the time of sale it had asset carrying costs of
$1,542,371 ($1,855,486 cost basis less accumulated depreciation of
$313,115). The Partnership realized a gain of $425,009 on the sale
($1,967,380 proceeds received less adjusted basis of $1,542,371).
Had this sale occurred on January 1, 1996 the rental income of the
partnership would have decreased by approximately $95,000, net income
would have increased by approximately $2,000 for the six months ended
June 30, 1996, and net income from sales would have decreased by
approximately $425,000.
<PAGE>
On September 27, 1996, the Partnership sold Talisman Apartments to
unrelated individual parties for $4,300,000. The Partnership received
$759,323 from the sale after commissions to unrelated parties of
$107,500, closing costs of $11,307, a credit to buyer of $95,757, excise
tax of $76,112, and an all inclusive promissory note of $3,250,000. The
buyer must make monthly payments of $26,050 at the rate of 8.25% for
two years, the same amount at 8.25% for two years and then $26,345
monthly at 8.75% until due on November 15, 20001 (or the date of
payment of the underlying first mortgage if sooner). The note payments
equal or exceed the payment required on the underlying first mortgage.
Payments not received within ten days incur a 5% penalty. The
Partnership remains liable under the first mortgage until paid in November
2001. The Partnership purchased the property in October 1991 for
$4,100,000 and at the time of sale it had asset carrying costs of
$3,574,655 ($4,238,228 cost basis less accumulated depreciation of
$663,573). The Partnership realized a gain of $434,668 on the sale
($3,250,000 promissory note plus $759,323 net proceeds less adjusted
basis of $3,574,655).
Had this sale occurred on January 1, 1996 partnership revenue would have
decreased by approximately $464,000, net income would have increased
by approximately $123,000 for the nine months ended September 30,
1996, and net income from sales would have decreased by approximately
$435,000.
On October 16, 1996, the Partnership sold Sorrento View Apartments to
unrelated individual parties for $4,020,000. The Partnership received
proceeds of approximately $3,896,000 from the sale less loan repayment
of $945,156, commissions to unrelated parties of $80,400, closing costs
of approximately $10,000 and a prepayment penalty of $33,905. The
Partnership purchased the property in November 1990 for $3,400,000 and
at the time of sale it had fixed asset carrying costs of approximately
$2,854,000 ($3,548,000 cost basis less accumulated depreciation of
$694,000). The Partnership realized a gain of approximately $1,042,000
on the sale ($3,896,000 proceeds received less adjusted basis of
$2,854,000).
The Partnership distributed $208,545 to the partners during the first nine
months of 1996 from current operations. The Partnership net income after
depreciation for the nine months ended September 30, 1996 was $825,424;
therefore, on a GAAP basis, all cash distributions are from net income.
Per $1,000 invested (on the basis of a $1,000 investment made at the
inception of the escrow and offering) distributions have been made in the
following amounts: escrow period - $58; November 1990 through May
1995 - $18 per quarter; August 1995 through August 1996 - $7.50 per
quarter, for total distributions of approximately $439.
<PAGE>
<TABLE>
DBSI PACIFIC INCOME & GROWTH FUND - II
A REAL ESTATE LIMITED PARTNERSHIP
(an Idaho limited partnership)
BALANCE SHEETS
<CAPTION>
ASSETS September 30, 1996 December 31, 1995
__________________ _________________
<S> <C> <C>
Rental property:
Land $935,000 $1,527,400
Buildings and improvements 7,407,174 12,461,311
Furniture and fixtures 798,898 1,007,792
_________ _________
9,132,072 14,996,503
Less accumulated depreciation (1,756,275) (2,372,813)
__________ __________
7,375,797 12,623,690
Cash and cash equivalents 1,798,867 41,572
Accounts receivable 4,175 7,229
Prepaid expenses 3,352 12,166
Reserves 43,893 41,010
Tenant security deposits 23,539 84,015
Intangible costs (net) (Note 4) 58,044 118,736
Note receivable (Note 2) 3,250,000
__________ __________
Total assets $12,557,667 $12,928,418
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND CAPITAL
<S> <C> <C>
Accounts payable $231,581 $43,624
Interest payable 37,855 75,466
Taxes payable 11,889 10,052
Security deposits payable 34,762 50,550
Note payable affiliate (Note 3) 120,500
Mortgages payable (Note 2) 7,604,511 8,435,881
_________ _________
Total liabilities 7,920,598 8,736,073
_________ _________
Partners' capital 4,637,069 4,192,345
__________ __________
Total liabilities and capital $12,557,667 $12,928,418
<FN>
The Accompanying Notes are an Integral Part of these Financial Statements
</TABLE>
<PAGE>
<TABLE>
DBSI PACIFIC INCOME & GROWTH FUND - II
A REAL ESTATE LIMITED PARTNERSHIP
(an Idaho limited partnership)
STATEMENTS OF OPERATIONS
<CAPTION>
Nine Months Ended Nine Months Ended
REVENUES September 30, 1996 September 30, 1995
__________________ __________________
<S> <C> <C>
Tenant rent $1,666,982 $1,693,156
Interest income 15,035 2,324
Other income 78,796 55,172
Gain on sale of rental
property (Note 5) 859,677
_________ _________
2,620,490 1,750,652
EXPENSES
Interest 572,302 612,376
Depreciation 337,882 359,010
Property tax and insurance 152,072 176,976
Maintenance and repairs 333,864 208,178
Utilities 239,602 202,739
Administrative 137,150 165,861
Management fees 69,244 73,144
On-site manager 104,484 116,985
Amortization 20,621 22,085
_________ _________
1,967,221 1,937,354
_________ _________
Net loss $653,269 ($186,702)
</TABLE>
<TABLE>
STATEMENTS OF PARTNERS' CAPITAL
<CAPTION>
Nine months ended Nine months ended
September 30, 1996 September 30, 1995
__________________ __________________
<S> <C> <C>
Beginning capital $4,192,345 $4,887,928
Distributions (208,545) (410,958)
Net loss 653,269 (186,702)
__________ __________
Ending capital $4,637,069 $4,290,268
<FN>
The Accompanying Notes are an Integral Part of these Financial Statements
</TABLE>
<PAGE>
<TABLE>
DBSI PACIFIC INCOME & GROWTH FUND - II
A REAL ESTATE LIMITED PARTNERSHIP
(an Idaho limited partnership)
STATEMENTS OF CASH FLOWS
<CAPTION>
CASH FLOWS FROM Nine Months Ended Nine Months Ended
OPERATING ACTIVITIES September 30, 1996 September 30, 1995
__________________ __________________
<S> <C> <C>
Net income (loss) $653,269 ($186,702)
Adjustments to reconcile net
income to cash flows from
operating activities
Depreciation and amortization 358,503 381,095
Gain on sale of rental property (859,677)
Changes in operating assets
and liabilities
Accounts receivable 3,053 7,543
Prepaid expenses 8,814 8,875
Tenant security deposits 60,476
Accounts payable 187,957 (35,485)
Interest payable (37,611) 4,482
Taxes payable 1,837 51,926
Tenant security deposits payable (15,788) (12,346)
________ ________
Net cash provided by operating
activities 360,833 219,388
CASH FLOWS FROM
INVESTING ACTIVITIES
Proceeds from sale of rental property 2,726,703
Rental property purchases (166,943) (86,668)
Decrease (increase) in reserves (2,883) (44,396)
__________ _________
Net used in investing activities 2,556,877 (131,064)
CASH FLOWS FROM
FINANCING ACTIVITIES
Decrease in intangible costs 6,230
Proceeds from (payments on)
note payable to affiliate (120,500) 120,500
Principal payments on loans (831,370) (51,769)
Distributions to partners (208,545) (410,958)
_________ _________
Net cash used in financing activities (1,160,415) (335,997)
Net increase (decrease) in cash
and cash equivalents 1,757,295 (247,672)
Cash and cash equivalents at
beginning of period 41,572 294,265
_______ _______
Cash and cash equivalents at
end of period $1,798,867 $46,593
<FN>
The Accompanying Notes are an Integral Part of these Financial Statements
</TABLE>
<PAGE>
DBSI PACIFIC INCOME & GROWTH FUND - II
A REAL ESTATE LIMITED PARTNERSHIP
(an Idaho limited partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
For the Nine months ended September 30, 1996 and 1995
1. SUMMARY OF PARTNERSHIP ORGANIZATION AND SIGNIFICANT
ACCOUNTING POLICIES
Partnership Organization. DBSI Pacific Income & Growth Fund - II A
Real Estate Limited Partnership, was formed on May 17, 1989 with
general partners DBSI Housing Inc., an Idaho corporation, and DBSI
Realty Partners, an Idaho general partnership. The Partnership was in the
development stage through January 9, 1990 and in the offering stage
through December 31, 1991. The business purpose of the Partnership is
to acquire and operate leveraged multi-family housing projects in the
Western United States and sell them when market prices are advantageous.
The partnership agreement provides that the Partnership will be dissolved
no later than December 31, 2039, unless sooner terminated as provided in
the agreement.
The Partnership acquired three properties during 1990: Weatherstone
Apartments, an existing 138-unit project located in Silverdale, (Kitsap
County) Washington; Sorrento View Apartments, an existing 80-unit
project, and Dakota Station Apartments, an existing 40-unit project, both
located in the Beaverton/Tigard (Portland), Oregon metropolitan area. In
October 1991 the Partnership purchased a fourth property, Talisman
Apartments, an existing 96-unit project located in Olympia, Washington.
The Partnership sold Dakota Station on June 5, 1996, Talisman on
September 27, 1996, and Sorrento View on October 16, 1996.
Operating profits and losses exclusive of losses from the sale or
disposition of Partnership properties, and cash distributions, are allocated
98% to limited partners and 2% to general partners. After the limited
partners have received distributions equal to a 7% annual return on their
capital contributions the general partners receive additional distributions
equal to 5% of total distributions. Proceeds from sale or refinancing are
to be distributed, generally, 100% to the limited partners until they have
received cumulative distributions equal to their capital contributions, then
85% to the limited partners and 15% to the general partners. However,
the limited partners must receive cumulative distributions from operations
and sale or refinancing proceeds equal to their capital contributions plus
a 10% per annum return thereon before the general partners receive any
sale or refinancing proceeds.
Significant Accounting Policies. The balance sheets include only those
assets, liabilities, and partners' capital which relate to the business of the
Partnership and do not include any assets, liabilities, revenues or expenses
attributable to the partners' activities. No partners receive salaries from
the Partnership for services. No provision has been made for federal and
state income taxes since these taxes are the personal responsibility of the
partners.
Rental property is recorded at cost. Depreciation is computed for all
assets over their estimated useful lives as follows: buildings and structural
improvements, 15 to 32 years; furniture and fixtures, 5 to 12 years.
Expenditures for maintenance and repairs are charged to operating
expenses as incurred. The cost and accumulated depreciation of assets
sold or otherwise retired are removed from the accounts and gain or loss
on disposition is included in the results of operations. Mortgage loan fees
are amortized over the estimated life of the mortgage notes.
Cash and cash equivalents include cash in banks (except for security
deposits and reserve bank accounts). Reserves consist of bank deposits for
repairs and replacements, property taxes, insurance, and Partnership
reserves.
The estimated fair value of cash and cash equivalents, accounts payable
and long-term debt approximates their carrying amounts.
<PAGE>
The preparation of the Partnership's financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
The Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of, requires management to
review long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable. This statement is effective for the Partnership's fiscal year
end December 31, 1996. The Partnership's existing accounting policies are
such that this pronouncement is not expected to have a material effect on
the Company's financial position or results of operations.
2. MORTGAGES PAYABLE
A mortgage payable of $3,875,000 to Pacific First Federal Savings Bank
was used in the purchase of Weatherstone Apartments in March, 1990.
The balance of $3,762,352 as of September 30, 1996 and $3,784,957 as
of September 30, 1995 bears interest at 9.875% and requires monthly
payments of $32,942 through April 1, 2000 when the remaining balance
of approximately $3,660,621 is due.
In October, 1991, the Partnership purchased Talisman Apartments by
executing a mortgage loan in the amount of $3,000,000. The mortgage
note in the current amount of $2,899,261 and a balance of $2,924,161 as
of September 30, 1995 is held by the State of Washington, State
Investment Board, and requires payments of $26,050 monthly with interest
charged at 9.875%. The entire balance of the loan is due in ten years
(November, 2001) when the approximate balance will be $2,722,795. The
loan may not be prepaid during the first five years of the loan period.
During the second five years of the loan period it may be prepaid subject
to the greater of a yield maintenance prepayment penalty or a minimum
2% prepayment penalty.
The Partnership received on the sale of Talisman an all inclusive
promissory note which has a principle sum of $3,250,000 and requires
monthly payments of $26,050 commencing on October 27, 1996 at a rate
of 8.25%. Beginning November 1998 the rate increases to 8.5% and
increases again to 8.75% in November 2000 with monthly payments of
$26,345. The remaining principle of approximately $3,001,000 and
accrued interest is payable in full on November 15, 2001 at approximately
the same time the first mortgage is due. The Partnership has filed a
security position on the Talisman Apartments under the note and in case
of default has an immediate right to take over management and collect
rents.
A first deed of trust loan of approximately $998,000 to Canada Life
Assurance Company was renegotiated for Sorrento Apartments after a
reduction of $886,000 to the principal was made from operating capital on
May 11, 1993. The loan requires monthly payments of $7,996 with
interest charged at 8.375%, current amount due as of September 30, 1996
is $942,898 with a balance of $959,132 as of September 30, 1995. The
loan in the amount of $941,483 was paid in full on October 16, 1996 with
a $33,905 prepayment penalty when Sorrento View was sold.
An 8.25% $800,000 loan from Canada Life Assurance Co. secured by the
Dakota Station Apartments was obtained on April 28, 1994 to finance six
to eighteen additional units at Weatherstone Apartments. The loan was for
five years with a 25 year amortization. The loan required monthly
payments of $6,308 and the balance as of June 5, 1996 was $779,341.
The mortgage was paid in full with a $43,248 prepayment penalty when
Dakota Station was sold.
<PAGE>
3. LOAN PAYABLE
The Partnership borrowed $120,500 in 1995 from an affiliate of the
General Partner. This loan bears interest at the General Partner's bank
borrowing rate of prime plus 1.5% (9 as of June 30, 1996). The loan
proceeds provided funds for short term operating cash flow needs of the
Seattle area projects and to enable the Partnership to maintain the first
quarter 1995 distribution rate following the lower operating cash flow
from these properties. The loan was repaid on June 28, 1996 from the
proceeds of the sale of Dakota Station.
4. INTANGIBLE COSTS
Intangible assets and cumulative amortization at September 30, 1996
amount to $165,218 of loan costs related to outstanding loans and
$107,174 of accumulated amortization related to these fees. The net value
of intangible costs is $58,044.
5. SALES OF RENTAL PROPERTY AND SUBSEQUENT EVENT
On June 5, 1996, the Partnership sold Dakota Station Apartments to
unrelated individual parties for $2,080,000. The Partnership received
$1,967,380 from the sale less mortgage repayment of $790,512,
commissions to unrelated parties of $51,975, closing costs of $4,962, a
credit to buyer of $12,425 and a loan prepayment penalty of $43,258.
The Partnership purchased the property in November 1990 for $1,765,000
and at the time of sale it had asset carrying costs of $1,542,371
($1,855,486 cost basis less accumulated depreciation of $313,115). The
Partnership realized a gain of $425,009 on the sale ($1,967,380 proceeds
received less adjusted basis of $1,542,371).
On September 27, 1996, the Partnership sold Talisman Apartments to
unrelated individual parties for $4,300,000. The Partnership received
$759,323 from the sale after commissions to unrelated parties of
$107,500, closing costs of $11,307, a credit to buyer of $95,757, excise
tax of $76,112, and an all inclusive promissory note of $3,250,000. (See
note 2) The note requires monthly payments of $26,050.26 at the rate of
8.25%. The Partnership purchased the property in October 1991 for
$4,100,000 and at the time of sale it had asset carrying costs of
$3,574,655 ($4,238,228 cost basis less accumulated depreciation of
$663,573). The Partnership realized a gain of $434,668 on the sale
($3,250,000 promissory note plus $759,323 net proceeds less adjusted
basis of $3,574,655). The Partnership remains liable under the mortgage
until paid in November 2001.
On October 16, 1996, the Partnership sold Sorrento View Apartments to
unrelated individual parties for $4,020,000. The Partnership received
proceeds of approximately $3,896,000 from the sale less loan repayment
of $945,156, commissions to unrelated parties of $80,400, closing costs
of approximately $10,000 and a prepayment penalty of $33,905. The
Partnership purchased the property in November 1990 for $3,400,000 and
at the time of sale it had fixed asset carrying costs of approximately
$2,854,000 ($3,548,000 cost basis less accumulated depreciation of
$694,000). The Partnership realized a gain of approximately $1,042,000
on the sale ($3,896,000 proceeds received less adjusted basis of
$2,854,000).
<PAGE>
<TABLE>
6. NET INCOME (LOSS) FROM RENTAL PROPERTIES
The following schedule details separate rental property activity for the
six months ended June 30, 1996:
<CAPTION>
________________________________________________________________________
Weatherstone Talisman Sorrento Dakota
Apts Apts View Apts Station Apts Partnership Total
________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
REVENUES
Tenant rent $662,967 $454,204 $433,495 $116,316 $1,666,982
Interest income 296 246 784 289 $13,420 15,035
Other income 39,572 9,936 21,879 5,409 2,000 78,796
Income from sale of
rental property 859,677 859,677
________________________________________________________________________
702,835 464,386 456,158 122,014 875,097 2,620,490
EXPENSES
Interest 279,376 191,550 59,573 33,591 8,212 572,302
Depreciation 135,000 90,438 86,310 26,134 337,882
Tax and insurance 43,009 55,204 39,683 14,176 152,072
Maintenance 170,257 97,375 46,217 20,015 333,864
Utilities 109,669 64,590 49,508 15,835 239,602
Administration 52,419 37,030 22,047 4,814 20,840 137,150
Management fees 23,413 16,912 21,523 7,396 69,244
On-site manager 40,146 34,073 26,341 3,924 104,484
Amortization 20,621 20,621
_______________________________________________________________________
853,289 587,172 351,202 125,885 49,673 1,967,221
_______________________________________________________________________
Net income (loss) ($150,454) ($122,786) $104,956 ($3,871) $825,424 $653,269
</TABLE>
<PAGE>
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.
DBSI PACIFIC INCOME & GROWTH FUND - II
A Real Estate Limited Partnership
by _________________________ Date ____________________
Douglas L. Swenson, President of
DBSI Housing Inc., general partner of
DBSI PACIFIC INCOME & GROWTH FUND - II
A Real Estate Limited Partnership
by _________________________ Date ____________________
Charles E. Hassard, Secretary-Treasurer
and principal financial officer of
DBSI Housing Inc., the Idaho corporation
that is a general partner and principal
financial officer of
DBSI PACIFIC INCOME & GROWTH FUND - II
A Real Estate Limited Partnership
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1798867
<SECURITIES> 0
<RECEIVABLES> 3254175
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 128828
<PP&E> 9132072
<DEPRECIATION> 1756275
<TOTAL-ASSETS> 12557667
<CURRENT-LIABILITIES> 316087
<BONDS> 7604511
0
0
<COMMON> 0
<OTHER-SE> 5269286
<TOTAL-LIABILITY-AND-EQUITY> 12557667
<SALES> 0
<TOTAL-REVENUES> 2620490
<CGS> 0
<TOTAL-COSTS> 1394919
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 572302
<INCOME-PRETAX> 653269
<INCOME-TAX> 0
<INCOME-CONTINUING> 653269
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 653269
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
