<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 1998
--------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
---------------- ---------------
Commission file number 000-21470
----------------------------------------
WINDSOR REAL ESTATE INVESTMENT TRUST 8
--------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
California 33-6109499
- ------------------------------------------------ ------------------------------
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
6430 S. Quebec Street, Englewood, Colorado 80111
-----------------------------------------------------------
(Address of principal executive offices)
(303) 741-3707
-----------------------------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ( )
--- ---
1
<PAGE> 2
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
Page
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<S> <C>
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
</TABLE>
2
<PAGE> 3
WINDSOR REAL ESTATE INVESTMENT TRUST 8
BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
June 30,1998
-------------------
<S> <C>
ASSETS
Property held for investment:
Land $ 3,501,300
Buildings and improvements 6,845,900
Fixtures and equipment 68,500
-------------------
10,415,700
Less accumulated depreciation (815,100)
-------------------
9,600,600
Investments in joint ventures and limited partnerships 825,900
Cash and cash equivalents 8,800
Deferred financing costs 47,200
Other assets 361,300
-------------------
Total Assets $ 10,843,800
===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Debt $ 7,051,500
Accounts payable 35,200
Accrued expenses 331,800
Tenant deposits and other liabilities 42,100
Due to Advisor and affiliates 354,700
-------------------
7,815,300
-------------------
Shareholders' equity:
Preferred shares of beneficial interest, no par value, unlimited
shares authorized; 98,073 shares issued and outstanding 2,121,700
Common shares of beneficial interest, no par value, unlimited
Shares authorized; 109,308 shares issued and outstanding 2,401,400
Cumulative net loss (166,000)
Cumulative distributions (1,328,600)
-------------------
3,028,500
-------------------
Total Liabilities and Shareholders' Equity $ 10,843,800
===================
</TABLE>
See Accompanying Notes to Financial Statements
3
<PAGE> 4
WINDSOR REAL ESTATE INVESTMENT TRUST 8
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30
---------------------------
1998 1997
------------ -----------
<S> <C> <C>
REVENUES
Rent and utilities $ 459,300 $ 220,200
Equity in earnings (loses) of joint ventures and limited
partnerships (9,400) (10,000)
Interest 200 1,800
Other 5,200 2,400
--------- ---------
455,300 214,400
--------- ---------
COSTS AND EXPENSES
Property operating 210,800 99,900
Interest 175,000 53,800
Depreciation 109,500 40,800
Advisory fee 39,000 8,700
General and administrative:
Related parties 7,600 11,500
Other 11,400 10,600
--------- ---------
553,300 225,300
--------- ---------
Net loss $ (98,000) $ (10,900)
========= =========
Preferred Dividends Paid (36,800) (36,800)
========= =========
Net loss attributable to common shares $(134,800) $ (47,700)
========= =========
Basic and dilutive loss per common share $ (1.35) $ (0.53)
========= =========
Dividends per common share $ 0.34 $ 0.38
========= =========
</TABLE>
See Accompanying Notes to Financial Statements
4
<PAGE> 5
WINDSOR REAL ESTATE INVESTMENT TRUST 8
STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30
--------------------------
1998 1997
------------ -----------
<S> <C> <C>
REVENUES
Rent and utilities $ 680,200 $ 513,300
Equity in earnings (loses) of joint ventures and limited
partnerships (16,900) (13,800)
Interest 800 2,900
Other 7,600 6,700
--------- ---------
671,700 509,100
--------- ---------
COSTS AND EXPENSES
Property operating 301,700 244,500
Interest 223,200 131,900
Depreciation 150,300 81,400
Advisory fee 63,800 28,800
General and administrative:
Related parties 11,400 20,000
Other 22,300 19,400
--------- ---------
772,700 526,000
--------- ---------
Net loss $(101,000) $ (16,900)
========= =========
Preferred Dividends Paid (73,600) (73,600)
========= =========
Net loss attributable to common shares $(174,600) $ (90,500)
========= =========
Basic and dilutive loss per common share $ (1.75) $ (1.00)
========= =========
Dividends per common share $ 0.68 $ 0.75
========= =========
</TABLE>
See Accompanying Notes to Financial Statements
5
<PAGE> 6
WINDSOR REAL ESTATE INVESTMENT TRUST 8
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30
-------------------------------
1998 1997
-------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (101,000) $ (16,900)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation 150,300 81,400
Proportionate share of losses of joint ventures and limited 16,900 13,800
partnerships
Joint ventures' and limited partnerships cash distributions (16,900) (13,800)
Amortization of deferred financing costs 6,000 7,200
Loss on sale of property 0 3,000
Changes in operating assets and liabilities:
(Increase) decrease in Other assets (259,600) 15,900
(Decrease) increase in Accounts payable 29,400 1,700
Increase (decrease) in Accrued expenses 298,700 (8,800)
Increase (decrease) in Tenant deposits and other liabilities 42,100 (10,200)
Increase in Due to Advisor and affiliates 60,900 28,800
----------- -----------
Net cash provided by operating activities 206,300 115,900
----------- -----------
Cash flows from investing activities:
Proceeds from sale of property 0 392,900
Acquisition of property held for investment (5,673,100) (31,100)
Investment in joint ventures and limited partnerships 100 (18,600)
Joint venture and limited partnerships cash distributions 33,300 0
----------- -----------
Net cash (used in) provided by investing activities (5,639,700) 343,200
----------- -----------
Cash flows from financing activities:
Issuance of common shares to Advisor 478,500 0
Proceeds from note from Advisor 5,001,500 (241,300)
Dividends paid (141,100) (141,200)
Repayment of mortgage notes payable 0 (7,100)
----------- -----------
Net cash provided by (used in) financing activities 5,338,900 (389,600)
----------- -----------
Net decrease in cash and cash equivalents (74,000) (69,500)
Cash and cash equivalents at beginning of period 82,800 142,000
----------- -----------
Cash and cash equivalents at end of period $ 8,800 $ 211,500
=========== ===========
</TABLE>
See Accompanying Notes to Financial Statements
6
<PAGE> 7
WINDSOR REAL ESTATE INVESTMENT TRUST 8
NOTES TO FINANCIAL STATEMENTS
NOTE 1. THE TRUST
Windsor Real Estate Investment Trust 8, an unincorporated California business
trust (the Trust), was formed in November 1991 for the purpose of acquiring,
managing and selling existing manufactured home communities. The Advisor of the
Trust is The Windsor Corporation ("TWC"), a California corporation. In September
1997, Chateau Communities, Inc ("Chateau"), a publicly held real estate
investment trust, purchased 100% of the shares of The Windsor Corporation.
The Trust was organized to invest in existing, substantially developed and
occupied manufactured home communities. Its investment objectives are to provide
to its shareholders (i) preservation, protection, and eventual return of the
shareholder's investment; (ii) quarterly dividends of cash from operations, some
of which may be a return of capital for tax purposes rather than taxable income;
(iii) realization of long-term appreciation in value of the properties acquired
by the Trust; and (iv) a hedge against inflation.
The Trust operates so as to qualify as a real estate investment trust (a REIT)
under Sections 856-860 of the Internal Revenue Code of 1986, as amended. As a
REIT, the Trust distributes to its shareholders substantially all of its cash
flow from operations and, in any event, at least 95% of its real estate
investment trust taxable income.
The Trust was funded through a public offering of common and preferred shares
which commenced in April 1992 and terminated in April 1993. The Declaration of
Trust provides for the Trust's termination not later than December 2006.
In an effort to enhance shareholder value, the Trustees in the first quarter of
1998 authorized the Advisor to attempt to identify additional opportunities for
the Trust. The Advisor located a number of potential acquisitions and in March
of 1998, the Trust entered into an agreement to acquire a 627-site manufactured
home community in Montgomery, Alabama, for $5.5 million (the "Montgomery
Acquisition"). In order to enable the Trust to complete the acquisition, Chateau
offered to make an investment in the Trust. The Trustees accepted such offer
and, on March 30, 1998, the Trust entered into an agreement with Chateau,
pursuant to which Chateau invested $5.5 million in the Trust (the "Chateau
Investment") in exchange for the issuance within 90 days of such investment of
(i) such number of Common Shares (at a price of $25 per share) as the Trustees
may determine; and (ii) promissory notes in a principal amount of the balance of
the investment (the "Promissory Notes"). In connection with the Chateau
Investment, on May 11, 1998, the Trust issued to Chateau (i) 19,139 Common
Shares (at a price of $25 per share); and (ii) two Promissory Notes with an
aggregate principal amount of $5,001,525.
On May 14, 1998 the Trust filed with the Securities and Exchange Commission (the
"Commission") a Preliminary Proxy Statement seeking the approval of the Trust's
shareholders of (i) the amendment of the Declaration of Trust of the Trust (the
"Existing Declaration of Trust") through the approval and adoption of the form,
terms and provisions of an Amended and Restated Declaration of Trust (the
"Amended Declaration"); and (ii) the adoption of By-laws of the Trust, through
the approval of the form, terms and provisions of a proposed form of By-laws
(the "By-laws") for the Trust.
7
<PAGE> 8
The principal purposes of the proposal are to convert the Trust from a
finite-life to an infinite-life entity, and to remove various restrictions and
limitations and other requirements contained in the Existing Declaration of
Trust which are not typically found in the more modern organizational documents
of leading real estate investment trusts. These include provisions that (i)
restrict the types and amounts of equity and debt securities that the Trust may
issue; (ii) limit the nature and types of investments that the Trust may make;
and (iii) mandate that proceeds from sales or refinancings of properties be
distributed to shareholders, and not reinvested in assets. The Amended
Declaration also provides for changing the name of the Trust to "N' Tandem
Trust."
If the proposal is approved by the Trust's shareholders, it is expected that the
Trust will also engage in the following transactions and effect the following
changes: (i) Chateau is expected to purchase at least an additional 130,000
Common shares, or Preferred Shares, or a combination thereof (the "Additional
Investment") (which would give Chateau an approximate 45% ownership in the
trust), for a purchase price equal to the aggregate fair market value of such
shares, as determined by the independent trustees of the Trust (but not below
$25 per share); (ii) the Trust will form an operating partnership subsidiary,
and contribute substantially all of its assets to such subsidiary, in order to
facilitate tax-free and / or tax-deferred acquisitions of additional properties;
(iii) the Trust will begin implementing a growth-oriented business plan (the
"Business Plan") intended to cause the Trust to attain greater size and asset
diversity; and (iv) if successful in the implementation of the Business Plan,
the Trust anticipates that it will, within two to four years after approval of
the proposal, seek to list the Common Shares on a national securities exchange
or NASDAQ, and if deemed appropriate, raise additional capital through an
underwritten public offering of the Common Shares, or other securities of the
Trust. There can be no assurance, however, that the Trust will be successful in
listing the Common Shares, or effecting such public offering.
NOTE 2. BASIS OF PRESENTATION
The balance sheet at June 30, 1998 and the related statements of operations for
the three and six months ended June 30, 1998 and 1997 and the statements of cash
flows for the six months ended June 30, 1998 and 1997 are unaudited. However, in
the opinion of the Advisor, they contain all adjustments, of a normal recurring
nature, necessary for a fair presentation of such financial statements. Interim
results are not necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB and
do not contain certain information included in the Trust's annual financial
statements and notes on form 10-KSB for the year ended December 31, 1997.
8
<PAGE> 9
NOTE 3. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS
The Trust's investments in joint ventures and limited partnerships consist of
interests in three manufactured home communities at June 30, 1998. The combined
condensed results of operations of the joint venture and limited partnership
properties for the six months ended June 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Total revenues $ 620,800 $ 509,500
Expenses:
Property operating 352,300 294,800
Interest 229,900 168,000
Depreciation 137,400 104,900
General and Administrative 5,100 0
----------- ------------
724,700 567,700
----------- ------------
Net (loss) $ (103,900) $ (58,200)
=========== ============
</TABLE>
NOTE 4. EQUITY TRANSACTIONS
The number of common shares issued and outstanding include 19,139 shares issued
to Chateau Communities, Inc. which was completed May 11, 1998.
NOTE 5. BASIC AND DILUTIVE LOSS PER COMMON SHARE
Basic and dilutive loss per common share is calculated and based on the weighted
average number of common shares outstanding during the period and income or loss
available to the common shareholders. The weighted average number of common
shares outstanding during the three and six months ended June 30, 1998 was
99,897 and during the three and six months ended June 30, 1997 the weighted
average was 90,169.
In 1997, the Trust adopted Statement of Financial Accounting Standards No. 128
(SFAS 128), "Earnings Per Share." This accounting standard specifies new
computation, presentation, and disclosure requirements for earnings per share to
be applied retroactively. Among other things, SFAS 128 requires presentation of
basic and diluted earnings per share on the face of the income statement. The
adoption of SFAS 128 resulted in the restatement of the per share results
previously reported increasing the loss per share by $0.47 and $0.91 for the
three and six months ended June 30, 1997, respectively.
9
<PAGE> 10
NOTE 6. DEBT
The following table sets forth certain information regarding debt at June 30,
1998.
<TABLE>
<CAPTION>
Interest Rate Maturity Date Principal Balance
------------- ------------- -----------------
<S> <C> <C> <C>
Variable Rate Mortgage debt 8.64 % 6/2/02 $ 2,050,000
Secured Note (Woodland Hills) 9.50 % 4/1/99 3,650,600
Unsecured Note (Woodland Hills) 9.50 % 4/1/99 1,350,900
-----------
$ 7,051,500
===========
</TABLE>
NOTE 7. RELATED PARTY TRANSACTIONS
Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
for the three and six months ended June 30, 1998 was $39,000 and $63,800,
respectively, and $8,700 and $28,800 for the three and six months ended June 30,
1997, respectively.
Chateau and/or its predecessor has been providing property management services
to the Partnership since 1992. For this service, Chateau is paid a property
management fee, which is based on a percentage of actual gross receipts of the
properties. The total management fees paid to Chateau were $21,600 and $32,700
for the three and six months ended June 30, 1998, respectively, and $11,000 and
$25,700 for the three and six months ended June 30, 1997, respectively. In
addition certain direct expenses are paid by Chateau on behalf of the
Partnership and then reimbursed by the Partnership. These amounts were $7,600
and $11,400 for the three and six months ended June 30, 1998, respectively, and
$11,500 and $20,000 for the three and six months ended June 30, 1997,
respectively.
10
<PAGE> 11
WINDSOR REAL ESTATE INVESTMENT TRUST 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended June 30, 1998 as compared to three months ended June 30, 1997
Results of Operations
The results of operations for the three months ended June 30, 1998 and 1997 are
not directly comparable due to the sale of the Griffwood manufactured home
community in April 1997 and due to the Montgomery acquisition in March 1998. The
Trust incurred a net loss of $98,000 and $10,900 for the three months ended June
30, 1998 and 1997, respectively. The net loss per common share was $1.35 in 1998
compared to a net loss of $0.53 in 1997.
Rent and utility revenues increased from $220,200 in 1997 to $459,300 in 1998
due primarily to the Montgomery Acquisition.
Equity in earnings of joint ventures and limited partnerships represents the
Trust's share of the net income (loss) of three joint venture and limited
partnership properties. Equity in earnings or share of losses of joint ventures
and limited partnerships decreased slightly from a loss of $10,000 in 1997 to a
$9,400 loss in 1998.
Interest income decreased from $1,800 in 1997 to $200 in 1998, due mainly to
lower cash balances maintained by the Trust.
Property operating expenses increased from $99,900 in 1997 to $210,800 in 1998
due to the Montgomery Acquisition.
Interest expense increased from $53,800 in 1997 to $175,000 in 1998, due to the
issuance of the Promissory Notes, in connection with the Montgomery Acquisition.
Depreciation expense increased from $40,800 in 1997 to $109,500 in 1998 due to
the Montgomery Acquisition.
Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
increased from $8,700 to $39,900 for the three months ended June 30, 1997 and
1998, respectively. The increase is due to the invested assets levels which
increased with the Montgomery Acquisition.
General and administrative expenses decreased from $22,100 in 1997 to $19,000 in
1998 due to lower employee charges charged to the General Partners.
11
<PAGE> 12
Six months ended June 30, 1998 as compared to six months ended June 30, 1997
Results of Operations
The results of operations for the six months ended June 30, 1998 and 1997 are
not directly comparable due to the sale of the Griffwood manufactured home
community in April 1997 and due to the Montgomery acquisition. The Trust
incurred a net loss of $101,000 and $16,900 for the six months ended June 30,
1998 and 1997, respectively. The net loss per common share was $1.75 in 1998
compared to a net loss of $1.00 in 1997.
Rent and utility revenues increased from $513,300 in 1997 to $680,200 in 1998
due primarily to the Montgomery Acquisition.
Equity in earnings of joint ventures and limited partnerships represents the
Trust's share of the net income (loss) of three joint venture and limited
partnership properties. Equity in earnings or share of losses of joint ventures
and limited partnerships increased from a loss of $13,800 in 1997 to a $16,900
loss in 1998, due to the losses incurred at Apache East and Denali Park
communities.
Interest income decreased from $2,900 in 1997 to $800 in 1998, due mainly to
lower cash balances maintained by the Trust.
Property operating expenses increased from $244,500 in 1997 to $301,700 in 1998
due to the Montgomery Acquisition offset by the sale of Griffwood.
Interest expense increased from $131,900 in 1997 to $223,200 in 1998, due to the
issuance of the Promissory Notes, in connection with the Montgomery Acquisition.
Depreciation expense increased from $81,400 in 1997 to $150,300 in 1998 due to
the Montgomery Acquisition.
Advisory fee expense represents a fee payable to the Advisor for management of
the Trust's business. The fee is computed based on invested and uninvested asset
levels and is subject to certain subordination provisions. Advisory fee expense
increased from $28,800 to $63,800 for the six months ended June 30, 1997 and
1998, respectively. The increase is due to the invested asset levels which
increased with the Montgomery Acquisition.
General and administrative expenses decreased from $39,400 in 1997 to $33,700 in
1998 due to lower employee charges charged to the General Partners.
Changes in Financial Condition
The Trust's primary sources of cash during the six months ended June 30, 1998
were from the operations of its investment properties, and the Chateau
Investment. The primary uses of cash during the same period were for the
purchase of a manufactured home community, cash dividends, and debt service.
On March 31, 1998, the Trust completed the Montgomery Acquisition for a purchase
price of approximately $5.5 million. The purchase was financed through the
Chateau Investment, which is made up of two loans totaling $5,001,525. These
loans bear interest at 100 basis points over prime. The equity contribution by
Chateau includes 19,139 shares issued which was completed May 11, 1998.
12
<PAGE> 13
At June 30, 1998, the Trust's total mortgage debt, including its proportionate
share of joint venture and limited partnership debt, was $8,344,500, consisting
entirely of variable rate debt. The average rate of interest on the variable
rate debt was 9.1% at June 30, 1998.
The future sources of cash for the Trust in the near term will be provided from
property operations, cash reserves, and ultimately from the sale of property.
The future uses of such cash will be for property and Trust operations, debt
service and cash dividends to shareholders. The Advisor believes that these
sources of cash are sufficient to meet the working capital requirements of the
Trust for the foreseeable future.
On May 14, 1998 the Trust filed with the Securities and Exchange Commission (the
"Commission") a Preliminary Proxy Statement seeking the approval of the Trust's
shareholders of (i) the amendment of the Declaration of Trust of the Trust (the
"Existing Declaration of Trust") through the approval and adoption of the form,
terms and provisions of an Amended and Restated Declaration of Trust (the
"Amended Declaration"); and (ii) the adoption of By-laws of the Trust, through
the approval of the form, terms and provisions of a proposed form of By-laws
(the "By-laws") for the Trust.
The principal purposes of the proposal are to convert the Trust from a
finite-life to an infinite-life entity, and to remove various restrictions and
limitations and other requirements contained in the Existing Declaration of
Trust which are not typically found in the more modern organizational documents
of leading real estate investment trusts. These include provisions that (i)
restrict the types and amounts of equity and debt securities that the Trust may
issue; (ii) limit the nature and types of investments that the Trust may make;
and (iii) mandate that proceeds from sales or refinancing of properties be
distributed to shareholders, and not reinvested in assets. The Amended
Declaration also provides for changing the name of the Trust to "N' Tandem
Trust."
In 1997, the Trust adopted Statement of Financial Accounting Standards No. 128
(SFAS 128), "Earnings Per Share." This accounting standard specifies new
computation, presentation, and disclosure requirements for earnings per share to
be applied retroactively. Among other things, SFAS 128 requires presentation of
basic and diluted earnings per share on the face of the income statement. The
adoption of SFAS 128 resulted in the restatement of the per share results
previously reported increasing the loss per share by $0.47 and $0.91 for the
three and six months ended June 30, 1997, respectively.
13
<PAGE> 14
PART II
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits and Index of Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Form 8-K filed with the Commission on June 16, 1998.
14
<PAGE> 15
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WINDSOR REAL ESTATE INVESTMENT TRUST 8
--------------------------------------
(Registrant)
By /s/ Steven G. Waite
---------------------------
STEVEN G. WAITE
President
Date: August 13, 1998
15
<PAGE> 16
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000881443
<NAME> WINDSOR REAL ESTATE INVESTMENT TRUST 8
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 8,800
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 10,415,700
<DEPRECIATION> 815,100
<TOTAL-ASSETS> 10,843,800
<CURRENT-LIABILITIES> 763,800
<BONDS> 7,051,500
0
0
<COMMON> 0
<OTHER-SE> 3,028,500
<TOTAL-LIABILITY-AND-EQUITY> 10,843,800
<SALES> 0
<TOTAL-REVENUES> 671,700
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 549,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 223,200
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (101,000)
<EPS-PRIMARY> (1.75)
<EPS-DILUTED> (1.75)
</TABLE>
