UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
- ----- OF 1934
For the quarterly period ended June 30, 1999
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 0-18278
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PHOENIX LEASING CASH DISTRIBUTION FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
Registrant
California 68-0191380
- --------------------------------- ----------------------------------
State of Jurisdiction I.R.S. Employer Identification No.
2401 Kerner Boulevard, San Rafael, California 94901-5527
- --------------------------------------------------------------------------------
Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (415) 485-4500
--------------
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
preceding requirements for the past 90 days.
Yes X No
----- -----
6,192,840 Units of Limited Partnership Interest were outstanding as of June 30,
1999.
Transitional small business disclosure format:
Yes No X
----- -----
Page 1 of 13
<PAGE>
Part I. Financial Information
-----------------------------
Item 1. Financial Statements
PHOENIX LEASING CASH DISTRIBUTION FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands Except for Unit Amounts)
(Unaudited)
June 30, December 31,
1999 1998
---- ----
ASSETS
Cash and cash equivalents $ 7,176 $ 6,877
Accounts receivable (net of allowance for losses on
accounts receivable of $211 and $308 at June 30, 1999
and December 31, 1998, respectively) 97 106
Notes receivable (net of allowance for losses on notes
receivable of $2,412 and $2,375 at June 30, 1999 and
December 31, 1998, respectively) 2,922 4,018
Equipment on operating leases and held for lease (net
of accumulated depreciation of $4,982 and $5,378 at
June 30, 1999 and December 31, 1998, respectively) 28 36
Net investment in financing leases (net of allowance
for early terminations of $627 and $661 at June 30,
1999 and December 31, 1998, respectively) 1,566 3,352
Investment in joint ventures 252 327
Capitalized acquisition fees (net of accumulated
amortization of $10,732 and $10,615 at June 30,
1999 and December 31, 1998, respectively) 199 316
Other assets 47 450
------- -------
Total Assets $12,287 $15,482
======= =======
LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable and accrued expenses $ 943 $ 1,073
------- -------
Total Liabilities 943 1,073
------- -------
Partners' Capital
General Partner -- --
Limited Partners, 6,500,000 units authorized,
6,492,727 units issued, 6,192,840 units
outstanding at June 30, 1999 and December 31,
1998 11,344 14,027
Accumulated other comprehensive income -- 382
------- -------
Total Partners' Capital 11,344 14,409
------- -------
Total Liabilities and Partners' Capital $12,287 $15,482
======= =======
The accompanying notes are an integral part of these statements.
2
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Amounts in Thousands Except for Per Unit Amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
INCOME
Rental income $ 202 $ 604 $ 330 $ 1,178
Earned income, financing leases 87 280 219 644
Gain on sale of securities 235 37 235 37
Equity in earnings from joint
ventures, net 51 132 73 205
Interest income, notes receivable 154 173 300 462
Other income 92 130 180 267
------- ------- ------- -------
Total Income 821 1,356 1,337 2,793
------- ------- ------- -------
EXPENSES
Depreciation 46 146 126 235
Amortization of acquisition fees 50 96 117 202
Lease related operating expenses 12 19 16 54
Management fees to General Partner 64 111 133 244
Reimbursed administrative costs to
General Partner 57 73 114 164
Provision for losses on receivables 16 27 37 89
Legal expense 61 118 136 185
General and administrative expenses 41 50 77 109
------- ------- ------- -------
Total Expenses 347 640 756 1,282
------- ------- ------- -------
NET INCOME 474 716 581 1,511
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding gains(losses)
arising during period (47) 30 (147) 126
Less: reclassification adjustment
for gains included in net
income (235) (37) (235) (37)
------- ------- ------- -------
Other comprehensive income (282) (7) (382) 89
------- ------- ------- -------
COMPREHENSIVE INCOME $ 192 $ 709 $ 199 $ 1,600
======= ======= ======= =======
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ .07 $ .08 $ .07 $ .18
======= ======= ======= =======
DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT $ .25 $ .60 $ .50 $ 1.20
======= ======= ======= =======
ALLOCATION OF NET INCOME:
General Partner $ 81 $ 196 $ 163 $ 392
Limited Partners 393 520 418 1,119
------- ------- ------- -------
$ 474 $ 716 $ 581 $ 1,511
======= ======= ======= =======
The accompanying notes are an integral part of these statements.
3
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Six Months Ended
June 30,
1999 1998
---- ----
Operating Activities:
- --------------------
Net income $ 581 $ 1,511
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 126 235
Amortization of acquisition fees 117 202
Equity in earnings from joint ventures, net (73) (205)
Gain on sale of equipment (62) (155)
Provision for early termination, financing leases -- 31
Provision for losses on notes receivable 37 58
Gain on sale of securities (235) (37)
Decrease in accounts receivable 9 424
Decrease in accounts payable and accrued expenses (133) (8)
Decrease in deferred income tax asset -- 2
Decrease (increase) in other assets 21 (2)
------- -------
Net cash provided by operating activities 388 2,056
------- -------
Investing Activities:
- --------------------
Principal payments, financing leases 1,665 3,146
Principal payments, notes receivable 1,059 1,486
Proceeds from sale of equipment 65 188
Proceeds from sale of securities 235 37
Distributions from joint ventures 148 422
Payment of acquisition fees 3 (5)
------- -------
Net cash provided by investing activities 3,175 5,274
------- -------
Financing Activities:
- --------------------
Redemptions of capital -- (60)
Distributions to partners (3,264) (7,841)
------- -------
Net cash used in financing activities (3,264) (7,901)
------- -------
Increase (decrease) in cash and cash equivalents 299 (571)
Cash and cash equivalents, beginning of period 6,877 9,218
------- -------
Cash and cash equivalents, end of period $ 7,176 $ 8,647
======= =======
The accompanying notes are an integral part of these statements.
4
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. General.
-------
The accompanying unaudited condensed consolidated financial statements
have been prepared by the Partnership in accordance with generally accepted
accounting principles, pursuant to the rules and regulations of the Securities
and Exchange Commission. In the opinion of Management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Although management believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these condensed financial statements be read in conjunction with
the financial statements and the notes included in the Partnership's Financial
Statement, as filed with the SEC in the latest annual report on Form 10-K.
The Partnership Agreement stipulates the methods by which income will
be allocated to the General Partner and the limited partners. Such allocations
will be made using income or loss calculated under Generally Accepted Accounting
Principles for book purposes, which varies from income or loss calculated for
tax purposes.
The calculation of items of income and loss for book and tax purposes
may result in book basis capital accounts that vary from the tax basis capital
accounts. The requirement to restore any deficit capital balances by the General
Partner will be determined based on the tax basis capital accounts. At
liquidation of the Partnership, the General Partner's remaining book basis
capital accounts will be reduced to zero through the allocation of income or
loss.
Note 2. Reclassification.
----------------
Reclassification - Certain 1998 amounts have been reclassified to
conform to the 1999 presentation.
Note 3. Income Taxes.
------------
Federal and state income tax regulations provide that taxes on the
income or loss of the Partnership are reportable by the partners in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.
Note 4. Notes Receivable.
----------------
Impaired Notes Receivable. At June 30, 1999, the Partnership has
investments in notes receivable, before allowance for losses, of $5,334,000 of
which $2,194,000 is considered to be impaired. The Partnership has an allowance
for losses of $2,412,000 as of June 30, 1999. The average recorded investment in
impaired loans during the six months ended June 30, 1999 and 1998 was
approximately $2,193,000 and $2,031,000, respectively.
5
<PAGE>
The activity in the allowance for losses on notes receivable during the
six months ended June 30, is as follows:
1999 1998
---- ----
(Amounts in Thousands)
Beginning balance $2,375 $2,268
Provision for losses 37 58
Write downs - -
------ ------
Ending balance $2,412 $2,326
====== ======
Note 5. Net Income (Loss) and Distributions Per Limited Partnership Unit.
----------------------------------------------------------------
Net income and distributions per limited partnership unit were based on
the limited partners' share of net income and distributions, and the weighted
average number of units outstanding of 6,192,840 and 6,198,399 for the six
months ended June 30, 1999 and 1998, respectively. For purposes of allocating
net income (loss) and distributions to each individual limited partner, the
Partnership allocates net income (loss) and distributions based upon each
respective limited partner's net capital contributions.
Note 6. Investment in Joint Ventures.
----------------------------
Equipment Joint Venture
- -----------------------
The aggregate financial information of the equipment joint venture is
presented as follows:
June 30, December 31,
1999 1998
---- ----
(Amounts in Thousands)
Assets $235 $184
Liabilities 106 117
Partners' Capital 129 67
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
(Amounts in Thousands)
Revenue $232 $374 $332 $556
Expenses 39 27 48 47
Net Income 193 347 284 509
6
<PAGE>
Financing Joint Venture
- -----------------------
The aggregate financial information of the financing joint venture is
presented as follows:
June 30, December 31,
1999 1998
---- ----
(Amounts in Thousands)
Assets $ 72 $550
Liabilities 4 151
Partners' Capital 68 399
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
(Amounts in Thousands)
Revenue $ 1 $ 22 $ 2 $ 48
Expenses 111 4 162 8
Net Income (Loss) (110) 18 (160) 40
Foreclosed Cable Systems Joint Ventures
- ---------------------------------------
The aggregate combined financial information of the foreclosed cable
systems joint ventures is presented as follows:
June 30, December 31,
1999 1998
---- ----
(Amounts in Thousands)
Assets $595 $626
Liabilities 103 97
Partners' Capital 492 529
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
(Amounts in Thousands)
Revenue $ 63 $ 23 $123 $123
Expenses 82 88 160 198
Net Loss (19) (65) (37) (75)
7
<PAGE>
Note 7. Legal Proceedings.
-----------------
On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing Incorporated, Phoenix Leasing Associates, II and III LP., Phoenix
Securities Inc. and Phoenix American Incorporated (the "Companies") in
California Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution Funds I through V (the
"Partnerships"). The Companies were served with the Complaint on December 9,
1997. The Complaint sought declaratory and other relief including accounting,
receivership, imposition of a constructive trust and judicial dissolution and
winding up of the Partnerships, and damages based on fraud, breach of fiduciary
duty and breach of contract by the Companies as general partners of the
Partnerships.
Plaintiffs severed one cause of action from the Complaint, a claim
related to the marketing and sale of CDF V, and transferred it to Marin County
Superior Court (the "Berger Action"). Plaintiffs then dismissed the remaining
claims in Sacramento Superior Court and refiled them in a separate lawsuit
making similar allegations (the "Ash Action"). That complaint was subsequently
transferred to Marin County as well.
Plaintiffs have amended the Berger Action twice. Defendants recently
answered the complaint. Discovery has recently commenced. The Companies intend
to vigorously defend the Complaint.
Defendants have not yet responded to the Ash Complaint, which
plaintiffs amended twice. Discovery has not commenced. The Companies intend to
vigorously defend the Complaint.
During the six months ended June 30, 1999 and June 30, 1998, the
Partnership recorded legal expenses of approximately $59,000 and $75,000,
respectively, in connection with the above litigation as indemnification to the
General Partner.
Note 8. Subsequent Event.
----------------
In July 1999, Phoenix Pacific North West Cable Joint Venture (a
foreclosed cable television joint venture) sold all of its assets owned or
leased used in its business and operations, with the exception of cash and
similar investments, marketable securities and other assets as mutually agreed
upon for $602,000. The net carrying value of the assets as of June 30, 1999 was
$511,000.
8
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations.
-------------
Results of Operations
Phoenix Leasing Cash Distribution Fund IV, a California limited
partnership (the "Partnership"), reported net income of $474,000 and $581,000
during the three and six months ended June 30, 1999, respectively, as compared
to net income of $716,000 and $1,511,000 during the three and six months ended
June 30, 1998, respectively. The decrease in net income for the three and six
months ended June 30, 1999, compared to the same periods in 1998, is primarily a
result of a decrease in earned income from financing leases and rental income.
The decrease in total revenues of $535,000 and $1,456,000 for the three
and six months ended June 30, 1999, as compared to the same period in 1998, is
primarily the result of declines in earned income from financing leases and
rental income. The decrease in earned income from financing leases of $193,000
and $425,000 for the three and six months ended June 30, 1999, respectively,
compared to the same period in the prior year, is due to a decrease in the net
investment in financing leases. The net investment in financing leases was $1.6
million at June 30, 1999, as compared to $6.1 million at June 30, 1998. The
investment in financing leases, as well as earned income from financing leases,
will decrease over the lease term as the Partnership amortizes income over the
lease term using the interest method of accounting.
Rental income decreased by $402,000 and $848,000 for the three and six
months ended June 30, 1999, respectively, as compared to the same period in
1998. The decrease in rental income for the three and six months ended June 30,
1999 is reflective of a decrease in the size of the equipment portfolio. The
Partnership owned equipment with an aggregate original cost of $17 million at
June 30, 1999, as compared to $36 million at June 30, 1998.
An additional factor contributing to the decline in total revenues is
the decrease in interest income from notes receivable. Interest income from
notes receivable decreased by $19,000 and $162,000 for the three and six months
ended June 31, 1999, respectively, compared to the same period in 1998. The
decrease in interest income from notes receivable is attributable to the decline
in net investment in notes receivable. At June 30, 1999, the net investment in
notes receivable was $2,922,000 compared to $4,964,000 at June 30, 1998. The
decline in total revenues resulting from a decrease in earned income from
financing leases, rental income and interest income from notes receivable for
the three and six months ended June 30, 1999, compared to the same period in
1998 was in part offset by an increase in gain on sale of securities of $198,000
and for the three and six months ended June 30, 1999 compared to the same period
in 1998. The securities sold consisted of common stock received through the
exercise of stock warrants granted to the partnership as part of financing
agreements with emerging growth companies that are publicly traded. The
partnership received proceeds of $235,000 and $37,000 from the sale of these
securities during the six months ended June 30, 1999 and 1998, respectively.
Total expenses decreased by $293,000 and $526,000 during the three and
six months ended June 30, 1999, respectively, as compared to the same period in
1998. The decrease in total expenses for the three and six months ended June 30,
1999, compared to the same period in the previous year, is a result of a
9
<PAGE>
decrease in nearly all of the items comprising total expenses. These decreases
are the result of the continued decrease in the size of the equipment portfolio.
Liquidity and Capital Resources
The Partnership's primary source of liquidity is derived from its
contractual obligations with a diversified group of lessees for fixed lease
terms at fixed rental amounts, and from payments of principal and interest on
its outstanding notes receivable. As the initial lease terms expire, the
Partnership will re-lease or sell the equipment. The future liquidity of the
Partnership will depend upon the General Partner's success in collecting the
contractual amounts owed, as well as re-leasing and selling the Partnership's
equipment as it comes off lease.
The Partnership reported net cash generated by equipment leasing and
financing activities of $3,112,000 and $6,688,000 during the six months ended
June 30, 1999 and 1998, respectively. The net decrease in cash generated is due
to a decrease in payments on financing leases and notes receivable, as well as
rental income.
The Partnership received cash distributions from joint ventures of
$148,000 during the six months ended June 30, 1999, as compared to cash
distributions of $422,000 during the same period in 1998. The decrease in
distributions from joint ventures is attributable to a decline in the amount of
cash available for distribution from one equipment joint venture as a result of
a decrease in proceeds from sale of equipment.
Proceeds from the sale of equipment decreased as a result of a decline
in sales activity of the Partnership's equipment portfolio. The Partnership sold
equipment with an aggregate original cost of $5.4 million for the six months
ended June 30, 1999, compared to $9.5 million for the same period in 1998.
As of June 30, 1999, the Partnership owned equipment held for lease
with an original purchase price of $7.5 million and a net book value of $14,000,
compared to $13 million and $166,000, respectively, at June 30, 1998. The
General Partner is actively engaged, on behalf of the Partnership, in
remarketing and selling the Partnership's equipment as it becomes available.
Until new lessees or buyers of equipment can be found, the equipment will
continue to generate depreciation expense without any corresponding rental
income. The effect of this will be a reduction of the Partnership earnings
during this remarketing period.
The total cash distributed to partners for the six months ended June
30, 1999 was $3,264,000, as compared to $7,841,000 for the same period in 1998.
In accordance with the partnership agreement, the limited partners are entitled
to 95% of the cash available for distribution and the General Partner is
entitled to 5%. As a result, the limited partners received $3,101,000 and
$7,449,000 in distributions during the six months ended June 30, 1999 and 1998,
respectively. The cumulative distributions to the Limited Partners are
$120,402,000 and $110,629,000 as of June 30, 1999 and 1998, respectively. The
General Partner received $163,000 and $392,000 for its share of the cash
available for distribution during the six months ended June 30, 1999 and 1998,
respectively. The Partnership plans to make distributions in 1999 at a decreased
rate of 5%, compared to the December 1998 distribution rate of 12%.
As provided for by the partnership agreement, the General Partner has
determined to exercise its discretion that no further redemptions in the
Partnership will be permitted after March 31, 1998.
10
<PAGE>
The cash to be generated from leasing and financing operations is
anticipated to be sufficient to meet the Partnership's continuing operational
expenses.
Impact of the Year 2000 Issue
ReSource/Phoenix, Inc. ("ReSource/Phoenix"), an affiliate of the parent
to the General Partner does all local computer processing for the General
Partner. And as such Resource/Phoenix manages the Year 2000 project on behalf of
the General Partner.
Resource/Phoenix has a Year 2000 project plan in place. The Year 2000
project team has identified risks, and has implemented remediation procedures
for its Year 2000 issues. ReSource/Phoenix has budgeted for the necessary
changes, built contingency plans, and has progressed along the scheduled
timeline. Installation of all remediation changes to critical software and
hardware is planned to be completed by October 31, 1999.
Costs incurred by the Partnership will be expensed as incurred and are
not currently anticipated to be material to the Partnership's financial position
or results of operations.
The Partnership's customers consist of lessees and borrowers. The
Partnership does not have exposure to any individual customer that would
materially impact the Partnership should the customer experience a significant
Year 2000 problem.
Costs incurred by the Partnership will be expensed as incurred and are
not currently anticipated to be material to the Partnership's financial position
or results of operations.
The Partnership's customers consist of lessees and borrowers. The
Partnership does not have exposure to any individual customer that would
materially impact the Partnership should the customer experience a significant
Year 2000 problem, however, cumulative exposure to multiple individual customers
could materially impact the Partnership should multiple customers experience a
significant Year 2000 problem.
11
<PAGE>
PHOENIX LEASING CASH DISTRIBUTION FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
June 30, 1999
Part II. Other Information.
-----------------
Item 1. Legal Proceedings.
-----------------
On October 28, 1997, a Class Action Complaint was filed against Phoenix
Leasing Incorporated, Phoenix Leasing Associates, II and III LP., Phoenix
Securities Inc. and Phoenix American Incorporated (the "Companies") in
California Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution Funds I through V (the
"Partnerships"). The Companies were served with the Complaint on December 9,
1997. The Complaint sought declaratory and other relief including accounting,
receivership, imposition of a constructive trust and judicial dissolution and
winding up of the Partnerships, and damages based on fraud, breach of fiduciary
duty and breach of contract by the Companies as general partners of the
Partnerships.
Plaintiffs severed one cause of action from the Complaint, a claim
related to the marketing and sale of CDF V, and transferred it to Marin County
Superior Court (the "Berger Action"). Plaintiffs then dismissed the remaining
claims in Sacramento Superior Court and refiled them in a separate lawsuit
making similar allegations (the "Ash Action"). That complaint was subsequently
transferred to Marin County as well.
Plaintiffs have amended the Berger Action twice. Defendants recently
answered the complaint. Discovery has recently commenced. The Companies intend
to vigorously defend the Complaint.
Defendants have not yet responded to the Ash Complaint, which
plaintiffs amended twice. Discovery has not commenced. The Companies intend to
vigorously defend the Complaint.
Item 2. Changes in Securities. Inapplicable
---------------------
Item 3. Defaults Upon Senior Securities. Inapplicable
-------------------------------
Item 4. Submission of Matters to a Vote of Securities Holders. Inapplicable
-----------------------------------------------------
Item 5. Other Information. Inapplicable
-----------------
Item 6. Exhibits and Reports on 8-K:
---------------------------
a) Exhibits:
(27) Financial Data Schedule
b) Reports on 8-K: None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
PHOENIX LEASING CASH DISTRIBUTION FUND IV,
A CALIFORNIA LIMITED PARTNERSHIP
------------------------------------------
(Registrant)
Date Title Signature
---- ----- ---------
August 13, 1999 Executive Vice President, /S/ GARY W. MARTINEZ
- --------------- Chief Operating Officer --------------------
and a Director of (Gary W. Martinez)
Phoenix Leasing Incorporated
General Partner
August 13, 1999 Chief Financial Officer, /S/ HOWARD SOLOVEI
- --------------- Treasurer and a Director of --------------------
Phoenix Leasing Incorporated (Howard Solovei)
General Partner
August 13, 1999 Senior Vice President, /S/ BRYANT J. TONG
- --------------- Financial Operations --------------------
(Principal Accounting Officer) (Bryant J. Tong)
and a Director of
Phoenix Leasing Incorporated
General Partner
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 7,176
<SECURITIES> 76
<RECEIVABLES> 5,642
<ALLOWANCES> 2,623
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,010
<DEPRECIATION> 4,982
<TOTAL-ASSETS> 12,363
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 11,420
<TOTAL-LIABILITY-AND-EQUITY> 12,363
<SALES> 0
<TOTAL-REVENUES> 1,337
<CGS> 0
<TOTAL-COSTS> 756
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 37
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 581
<INCOME-TAX> 0
<INCOME-CONTINUING> 581
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 581
<EPS-BASIC> .07
<EPS-DILUTED> 0
</TABLE>
